Portal Terms of Service

Business terms for the HepnerSync Portal, Marketplace Modules, integrations, and custom development

Effective and last updated: August 30, 2025

Published at: https://www.hepnercorp.com/HS-TOS

Please read this first. Creating a Portal account does not by itself purchase a paid Module. Each paid Module has its own clear order screen or Module Order. Unless that Module Order says otherwise, each paid Module is a 12-month commitment billed in monthly installments. Standard Modules receive standard Marketplace updates. A Module that has been customized for a Customer becomes a customer-specific version, so later Marketplace releases may require separately approved development work to merge safely into that version.

These Terms incorporate the HepnerSync Privacy Policy, available at https://www.hepnercorp.com/HS-PP. The Privacy Policy explains how Hepner Corp handles personal information. It is a notice, not a promise that changes the commercial terms below.

1. Who These Terms Cover

These Portal Terms of Service (the "Terms") are a binding agreement between Hepner Corp, a Wisconsin corporation operating the HepnerSync division ("HepnerSync," "we," "us," or "our"), and the business or organization that creates or uses a HepnerSync Portal account (the "Customer"). Individual users act for the Customer and are called "Users."

The Portal and Modules are offered for business use, not personal, family, or household use. A User who accepts these Terms represents that the User is at least 18 years old and has authority to bind the Customer. If the User lacks that authority, the User must not accept these Terms or create the account.

A Customer accepts these Terms by checking the acceptance box, creating an account after the Terms are displayed, accepting a Module Order that incorporates them, or continuing to use the Services after a valid notice requiring renewed acceptance. The Privacy Policy is acknowledged through the same flow.

2. The Agreement and Order of Priority

2.1 What makes up the agreement

The agreement consists of these Terms, each accepted Module Order, any written statement of work, and any other terms accepted by both parties. A "Module Order" is the order screen, electronic acceptance record, or signed order that identifies a Module, price, term, billing schedule, included usage, and any special terms. Data-protection, security, business-associate, or similar terms may be included in a Module Order or another written addendum when the selected use legally requires them.

2.2 Conflicts

If documents conflict, a signed addendum controls only for its subject, a Module Order controls for the commercial details of that Module, and these Terms control everything else. A Customer purchase order or vendor form does not change the agreement unless HepnerSync expressly signs it.

3. Accounts, Administrators, and Users

The first authorized account creator, and any User assigned an administrator role, may manage the Customer account, invite or remove Users, assign permissions, purchase Modules if enabled, connect third-party systems, approve development requests, and access Customer Data. The Customer is responsible for deciding who receives those powers.

The Customer is responsible for all activity under its account, including activity by its Users, contractors, and anyone using its credentials. The Customer must keep account information accurate, use reasonable password and multifactor authentication practices, promptly remove access when a User no longer needs it, and notify HepnerSync promptly at security@hepnercorp.com of suspected unauthorized access.

HepnerSync may rely on instructions from a Customer administrator. Internal disputes about ownership, permission, employment, or authority are the Customer's responsibility. We may temporarily restrict changes while a credible authority dispute is being resolved.

4. Portal Access and Marketplace Modules

4.1 Portal

The Portal is the account and administration interface through which a Customer may manage Users, view reports, connect supported systems, purchase Modules, request support, and manage customer-specific configurations. Portal features may change as the platform develops.

4.2 Modules

A "Module" is a separately available application, workflow, report, integration, or business function offered through the Marketplace, such as time tracking, recordkeeping, lead management, CRM, ERP, scheduling, inventory, invoicing, or reporting. Account creation does not activate a paid Module. The Customer receives access only after accepting the applicable Module Order and completing any required setup.

4.3 Annual commitment and monthly billing

Unless a Module Order expressly says otherwise, each paid Module begins with a 12-month initial term on the activation or acceptance date shown in the Module Order. Monthly invoices are installments of the annual commitment and do not make the Module month-to-month. The Customer remains responsible for installments through the end of the current term even if it stops using the Module, except when the Customer terminates for HepnerSync's uncured material breach under Section 19.

4.4 Renewal

Unless the Module Order says it will not renew, a Module renews for successive 12-month terms unless either party gives notice of nonrenewal at least 30 days before the current term ends. Before acceptance, the order flow will clearly display the renewal terms, billing frequency, price, and cancellation method. We will provide an electronic confirmation that the Customer can retain. Where applicable law requires an additional reminder, consent, or cancellation method, we will provide it. A nonrenewal stops the next term; it does not cancel the current annual commitment.

4.5 Adding or removing Modules

Each Module has its own term unless a Module Order aligns it with another term. Removing a Module from a dashboard, disconnecting an integration, or ceasing use is not a cancellation. An administrator must use the cancellation method shown in the Portal or send the required notice.

5. Standard Modules, Customized Modules, and Updates

5.1 Standard Modules

A Standard Module is the then-current, generally available Marketplace version without Customer-specific code changes. Standard maintenance, security fixes, and generally released updates to that Standard Module are included in its subscription. HepnerSync may add, alter, or remove features so long as it does not materially reduce the core paid function during the current term without providing a reasonable alternative or allowing the Customer to terminate the affected Module.

5.2 Customized Modules

A Module becomes a "Customized Module" when Customer-specific workflows, screens, logic, reports, integrations, code, or configurations are added through the Designer Module or separately approved development services. Because that version may differ from the Marketplace version, a later Marketplace release will not automatically be merged into it. Standard security and platform maintenance remain included, but adapting a new Marketplace feature or version to a Customized Module may require separate scoping, approval, and charges.

5.3 Marketplace versions

A Marketplace demonstration, roadmap item, preview, or later version is not part of the Customer's subscribed Module unless the Module Order or release notice says it is included. HepnerSync will explain when an update is included, optional, incompatible with a customization, or expected to require paid migration work.

5.4 No forced custom migration

Except for urgent security, legal, or platform-stability changes, HepnerSync will not knowingly overwrite Customer-specific functionality with a general Marketplace release. If a required security or legal change affects a customization, the parties will work in good faith on a reasonable path forward.

6. Designer Module and Custom Development

6.1 Designer workflow

The Designer Module lets authorized Users describe requested changes through a guided or chat-based interface. The tool may create a requirements file, specification, ticket, or similar development artifact. That artifact is a proposal for review, not production-ready code or a promise that the request is feasible. HepnerSync personnel and automated development tools may analyze the request, prepare changes in a development or test environment, test them, and submit them for senior review before release.

6.2 Scope and included work

The Designer Module enables the request and review process. The applicable Module Order states any included usage, development capacity, response target, limitations, or additional charges. A request outside the included scope may require a quote, time-and-materials approval, or separate statement of work. HepnerSync may decline a request that is unlawful, insecure, technically impractical, likely to impair the platform, or inconsistent with supported architecture. Payment for design or development work does not transfer ownership of software, source code, configurations, or other HepnerSync Technology. Section 14 explains the parties' ownership and use rights.

6.3 Hourly professional services

When separately authorized, professional development, implementation, migration, integration, consulting, or support work is billed at HepnerSync's then-current rate. As of the effective date, the standard rate is $200 per hour. We may change rates for future work by giving advance notice. A rate change does not retroactively change approved work or a fixed price, and no out-of-scope hourly work will be billed without the Customer's approval through the Portal, email, quote, Module Order, or statement of work.

6.4 Testing and release

HepnerSync will use commercially reasonable review and testing practices for custom changes. The Customer must provide accurate requirements, representative test data that may lawfully be used, timely feedback, and user acceptance testing. Except for urgent security or reliability work, a material Customer-specific change will not be released to production until an authorized User approves release or follows the approval process in the applicable Module Order.

6.5 Development risk

Custom software can contain defects, interact unexpectedly with data or third-party systems, and require revision after real-world use. The Customer accepts that reasonable iteration is part of the service. If a custom change materially fails the agreed acceptance criteria, HepnerSync's first obligation is to correct, disable, or roll back the affected change when reasonably possible. A rollback may not reverse data already created, edited, transmitted, or deleted by Users or integrations.

7. License and Acceptable Use

During an active subscription, HepnerSync grants the Customer a limited, nonexclusive, nontransferable right for its authorized Users to access and use the subscribed Services for the Customer's internal business operations. The Customer may permit its contractors to use the Services for the Customer, but remains responsible for them.

The Customer and its Users must not:

sell, sublicense, rent, timeshare, or provide the Services to a third party except as expressly allowed in a Module Order;

reverse engineer, decompile, extract source code, bypass technical restrictions, or use the Services to build a materially competing product, except to the limited extent such restriction is prohibited by law;

upload malicious code, conduct unauthorized security testing, interfere with service integrity, or access another customer's environment;

use the Services for unlawful, deceptive, discriminatory, infringing, harassing, or abusive activity;

remove ownership notices, misrepresent the source of output, or use automated means in a way that creates unreasonable load; or

use previews, reports, recommendations, or generated artifacts as a substitute for required legal, accounting, tax, employment, safety, or financial review.

8. Customer Data and Customer Responsibilities

8.1 Ownership and permission

"Customer Data" means data, records, files, content, credentials, prompts, instructions, and personal information submitted to or processed through the Services for the Customer. As between the parties, the Customer owns Customer Data. The Customer gives HepnerSync and its subprocessors a limited right to host, copy, transmit, modify, and otherwise process Customer Data only as necessary to provide, secure, support, and improve the Services as permitted by the agreement.

8.2 Customer's legal responsibility

The Customer decides what Customer Data is collected and how the Services are used. The Customer is responsible for the accuracy, quality, legality, and source of Customer Data; providing required notices; obtaining valid permissions and consents; honoring individual rights; setting appropriate access; and complying with laws applicable to its business and use. This includes laws governing employees, time tracking, call recording, communications, marketing, consumer reports, financial records, taxes, health information, exports, and industry records when applicable.

8.3 Customer-selected sensitive data

The Services may process confidential, personal, financial, accounting, banking, employment, health-related, identity, or other sensitive records that the Customer chooses to place in a configured Module or directs an integration to process. HepnerSync does not select that information, determine why the Customer needs it, or routinely inspect Customer Data to identify or classify its contents. The Customer decides whether the Services and its own configuration are appropriate for the information and assumes responsibility for that decision.

The Customer is responsible for data classification, lawful collection and use, notices and consents, access restrictions, retention, deletion, disclosure, accuracy, and any industry-specific obligations. HepnerSync's provision of a configurable Module does not represent that the Module, the Customer's configuration, or a connected third-party service satisfies every law, certification, or industry standard applicable to the Customer.

8.4 Data requiring special provider obligations

Before using the Services in a way that would legally require HepnerSync to sign a business associate agreement, accept a specialized statutory role, maintain a particular certification, or apply safeguards beyond the subscribed Services, the Customer must notify HepnerSync and obtain written confirmation of the applicable terms. Those terms may be included in the Module Order and do not need to be a separate standalone agreement. Uploading data by itself does not create a certification, warranty, or contractual obligation beyond this agreement, although neither party is excused from duties that applicable law does not permit it to waive.

The Customer should use supported provider tokens or secure connections instead of raw bank-login credentials, security codes, authentication data, or full payment-card credentials whenever available. If the Customer places undisclosed or unsupported regulated data in the Services, the Customer remains responsible for its decision, compliance duties, configuration, and resulting claims to the fullest extent permitted by law. HepnerSync may require the Customer to stop the use, move the data to a supported configuration, or securely export or delete it when reasonably necessary for security or legal compliance.

HepnerSync is not a bank, payment processor, payroll provider, accounting firm, law firm, healthcare provider, or records custodian merely because a Module connects to one or stores related records. A Module does not make HepnerSync responsible for the Customer's regulatory status, filings, payments, decisions, or record-retention duties.

8.5 Instructions and approvals

The Customer is responsible for business decisions, workflows, formulas, automations, permissions, and release approvals it requests. HepnerSync may rely on Customer instructions unless they are clearly unlawful or create a material security risk.

9. Data Processing and Privacy

9.1 Customer Data role

For personal information contained in Customer Data, the Customer is the business, controller, or equivalent decision-maker, and HepnerSync acts as its service provider or processor, unless a law assigns the parties different roles. HepnerSync will process that information to host and operate subscribed Modules; authenticate Users; execute Customer-configured workflows and integrations; provide reports, support, security, troubleshooting, backups if included, and approved development; and comply with law.

9.2 Processing limits

HepnerSync will not sell or share Customer Data for cross-context behavioral advertising. It will not retain, use, disclose, or combine personal information from Customer Data outside the direct business relationship or for an unrelated commercial purpose, except as permitted by applicable privacy law, needed for security and fraud prevention, or directed by the Customer. HepnerSync will require subprocessors that process Customer Data to accept materially protective data-processing terms.

9.3 Privacy assistance

Taking into account the nature of processing, HepnerSync will provide reasonable assistance that enables the Customer to respond to valid privacy requests, security assessments, and legally required risk reviews. If HepnerSync receives a request directly about Customer Data, it may direct the requester to the Customer unless instructed or legally required to respond. The Customer may take reasonable steps to verify compliance, subject to confidentiality, security, proportionality, and protection of other customers. Existing independent reports or written responses may satisfy an audit request.

9.4 Our own account data

HepnerSync separately determines how it uses account, billing, security, support, website, and business-contact data for its own operations. Those practices are described in the Privacy Policy.

10. Security, Backups, and Incidents

10.1 Safeguards

HepnerSync will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the Services and the types of data reasonably disclosed to HepnerSync. No internet-connected system is completely secure, and HepnerSync does not guarantee that unauthorized access, malicious activity, or service failure will never occur.

10.2 Customer security

The Customer must classify the data it chooses to use, configure permissions carefully, protect credentials and devices, keep integration accounts secure, review administrator activity, and promptly install or approve critical changes that require Customer action. The Customer is responsible for risks created by undisclosed data requirements, shared accounts, weak authentication, excessive permissions, unsupported systems, or failure to follow reasonable security instructions.

10.3 Independent copies

Unless a Module Order expressly includes managed backup and recovery as a defined service, the Services are not the Customer's sole backup or archival system. The Customer must maintain reasonably current, independent copies or exports of business-critical Customer Data in a form that can be restored or reconstructed. HepnerSync will provide available export functions and reasonable paid assistance for nonstandard exports.

10.4 Security incidents

If HepnerSync confirms unauthorized access to Customer Data in systems under its control, it will notify the Customer without unreasonable delay as required by applicable law, provide information reasonably available for the Customer's response, and take reasonable containment and remediation steps. Notice is not an admission of fault. The Customer must promptly notify HepnerSync of incidents involving its Users, credentials, connected systems, or Customer-controlled environment.

11. Third-Party Services and Integrations

The Services depend on cloud hosting, databases, deployment platforms, job-processing tools, identity providers, payment providers, communications systems, APIs, and other third-party services. The Customer may also direct HepnerSync to connect to banks, record systems, CRMs, ERPs, payroll tools, or other providers. Those services have their own terms, availability, security, data practices, technical limits, and fees.

HepnerSync is not responsible for a third party's acts, omissions, outage, breach, API change, rate limit, discontinued feature, inaccurate data, or refusal to permit access. We will use commercially reasonable efforts to diagnose the issue, communicate material impact, and restore or adapt affected functionality when feasible. Work required because a third party changes its service may be separately chargeable if outside standard maintenance.

The Customer authorizes HepnerSync to send Customer Data to each integration the Customer enables. Disabling an integration stops future supported transfers but may not retrieve data already sent to that third party.

12. Fees, Payment, Taxes, and Suspension

12.1 Fees and authorization

The Customer will pay the fees and approved charges shown in each Module Order, quote, or statement of work. The Customer authorizes recurring charges according to the displayed billing schedule. Except where the agreement expressly provides a refund or credit, fees are nonrefundable and annual commitments remain due.

12.2 Invoices and failed payment

Unless a Module Order says otherwise, invoices and automatic payments are due when issued. The Customer must promptly update its billing method. Past-due amounts may accrue the lesser of 1.5 percent per month or the maximum lawful rate, plus reasonable collection costs. HepnerSync will give reasonable notice and an opportunity to cure before suspending for nonpayment, unless payment fraud or repeated failure creates material risk.

12.3 Taxes

Fees exclude sales, use, excise, and similar transaction taxes. The Customer is responsible for those taxes except taxes based on Hepner Corp's net income. If the Customer claims an exemption, it must provide valid documentation before billing.

12.4 Price changes

HepnerSync may change subscription prices for a renewal term by providing at least 30 days' notice before the nonrenewal deadline. If the notice is late, the change will not take effect until the following renewal unless the Customer affirmatively accepts it. Changes to hourly rates apply only to future work as described in Section 6.3.

13. Support, Availability, and Platform Changes

HepnerSync will provide support according to the applicable Module Order or support plan. Response and restoration targets are goals unless expressly identified as service-level commitments with a stated remedy. Scheduled maintenance, emergency maintenance, third-party failures, internet conditions, Customer systems, misuse, and events beyond reasonable control may affect availability.

The Portal is an actively developed platform. HepnerSync may update architecture, interfaces, security controls, and workflows. We will use commercially reasonable efforts to avoid material disruption and to provide advance notice of a material change when practical. Preview, beta, trial, and experimental features are optional, may be less reliable, and may be changed or discontinued.

14. Intellectual Property, Know-How, and Product Pool

14.1 Customer property

The Customer owns its Customer Data, trademarks, and materials that it created independently of the Services and supplies to HepnerSync. The Customer grants HepnerSync and its service providers a limited right to use those materials only as reasonably necessary to provide, secure, support, and improve the Services as permitted by this agreement, follow the Customer's instructions, and comply with law. Nothing in this Section permits HepnerSync to publish Customer Data or use the Customer's name or marks to identify a Marketplace offering without permission.

14.2 HepnerSync Technology and Know-How

Hepner Corp and its licensors own all right, title, and interest in the HepnerSync platform and related technology, whether standard or customized. This includes the Portal, Marketplace, Modules, source and object code, application and database structures, schemas, APIs, connectors, automations, models, agents, prompts, build and deployment systems, user interfaces, designs, specifications, architectures, templates, documentation, configurations, workflows, methods, processes, components, updates, improvements, derivative works, generalized concepts, techniques, industry knowledge, and other know-how, together with all related intellectual-property rights (collectively, "HepnerSync Technology"). Customer Data embedded in or processed by that technology remains Customer property under Section 14.1. Providing the Services may enhance or expand HepnerSync's know-how. Except for the limited subscription right stated in Section 7, no ownership or license transfers to the Customer.

14.3 Customer-specific customizations

Code, configurations, screens, designs, specifications, workflows, integrations, development artifacts, and other improvements created in or for the hosted Services are HepnerSync Technology, even if the Customer requested, described, funded, tested, or helped design them. Development fees pay for the requested services and the right to use the resulting functionality during the applicable subscription. They do not purchase the software, source code, or a portable application. A statement of work transfers ownership only if it expressly states that it is an "ownership assignment" and specifically identifies the assigned deliverable. A reference to a deliverable, custom work, or payment in full is not by itself an assignment. Unless such an assignment expressly says otherwise, the Customer has no right to source-code delivery, source-code escrow, a downloadable copy of the application, or a license after the subscription ends.

To the extent the Customer or a User acquires any intellectual-property right in a customization, platform improvement, or development artifact that the agreement does not expressly identify as Customer property, the Customer hereby irrevocably assigns that right, title, and interest to Hepner Corp and will reasonably assist with documents needed to confirm ownership. To the extent permitted by law, the Customer also waives, and will obtain from its participating personnel a waiver of, moral rights in that material. This assignment does not transfer Customer Data, Customer trademarks, or independently created pre-existing Customer materials.

14.4 Feature Contributions and Marketplace use

A "Feature Contribution" is a suggestion, feature request, functional requirement, workflow, method, process, layout, design, specification, feedback, or similar contribution supplied in connection with the Services. Subject to Section 15, the Customer grants Hepner Corp a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, modify, combine, create derivative works from, market, distribute, and commercialize Feature Contributions in the Services and Marketplace. HepnerSync will not include Customer Data in a general Marketplace offering or identify the Customer or its nonpublic business information without permission.

14.5 No exclusivity; similar and independent development

A Customer does not receive an exclusive right in a feature, function, workflow, concept, or method merely because it requested, described, funded, or first used it. HepnerSync serves multiple customers whose needs may overlap, and HepnerSync or another customer may independently develop or request the same or similar functionality. Similarity alone is not evidence that HepnerSync used or disclosed the Customer's Confidential Information. Subject to Section 15, HepnerSync may develop, acquire, use, license, market, and distribute technology that performs the same or similar functions.

14.6 Optional Product Pool opportunity

HepnerSync may decide that a Feature Contribution or Customer-specific customization should be adapted into a generally available Marketplace offering. HepnerSync alone decides whether to evaluate, select, generalize, release, price, package, market, modify, combine, or discontinue an offering. A Customer cannot demand selection, and no selection or payment right arises from submitting an idea, funding a customization, being first to request a feature, or seeing similar functionality in the Marketplace.

If HepnerSync selects a contribution, it may invite the Customer to sign a separate Product Participation Agreement. The form currently contemplated may provide the selected Customer an incentive payment equal to 20 percent of a defined "Product Pool" attributable to eligible fees paid by other customers for the accepted offering after specified expenses and deductions. The selected Customer's own fees would not be included. Only a signed Product Participation Agreement creates any payment right and determines the qualified offering, eligible receipts, expenses, deductions, allocations, refunds, credits, taxes, accounting, payment timing, duration, and termination. If no separate agreement is signed, no Product Pool or payment obligation exists.

A Product Pool is a contractual incentive formula, not ownership of Hepner Corp, the Services, or any intellectual property; not equity, a security, a company-profit interest, or a right to source code; and not a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency. Participation provides no voting, management, pricing, sales, marketing, development, audit, or control right except any limited accounting right expressly stated in the separate agreement.

14.7 Feedback and compensation

Except when a signed Product Participation Agreement expressly provides otherwise, HepnerSync may use Feature Contributions under Section 14.4 without payment, attribution, or an accounting obligation. HepnerSync's confidentiality duties and the Customer's ownership of Customer Data still apply.

15. Confidentiality

"Confidential Information" means nonpublic business, technical, financial, security, product, and customer information disclosed by one party that is marked confidential or reasonably should be understood as confidential. Customer Data and nonpublic HepnerSync Technology are Confidential Information. Confidential Information does not include information lawfully known without restriction, independently developed without use of the information, lawfully received from a third party, or made public without breach.

Each receiving party will use the other party's Confidential Information only to perform or receive the Services, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisors, and subprocessors who need it and are bound by confidentiality duties. A party may disclose information when legally required after giving prompt notice when lawful and reasonably cooperating with protective efforts. These duties continue for three years after disclosure, and for trade secrets as long as they remain protected by law.

16. Warranties and Disclaimers

16.1 Limited service warranty

HepnerSync warrants that it will provide professional services in a professional and workmanlike manner and that paid Modules will materially perform their documented core functions under normal, authorized use. The Customer must report a claimed breach with reasonable detail within 30 days after discovery. HepnerSync's first obligation is to reperform the service, correct the material nonconformity, provide a reasonable workaround, or, if none is commercially reasonable, terminate the affected Module and refund prepaid fees for the unused portion of the current term.

16.2 Customer warranty

The Customer warrants that it has the rights and lawful basis needed for Customer Data, instructions, integrations, and use of the Services, and that it will not use the Services to violate another person's rights or applicable law.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES, INTEGRATIONS, PREVIEWS, GENERATED ARTIFACTS, AND THIRD-PARTY SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. TO THE FULLEST EXTENT PERMITTED BY LAW, HEPNERSYNC DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE A PARTICULAR BUSINESS, FINANCIAL, LEGAL, OR OPERATIONAL RESULT.

17. Indemnification

17.1 Customer indemnity

The Customer will defend and indemnify Hepner Corp, its affiliates, and personnel against third-party claims and resulting damages, judgments, settlements, and reasonable legal fees arising from Customer Data, the Customer's unlawful or unauthorized use, the Customer's violation of Section 8, or a Customer-requested integration, instruction, or modification that infringes another party's rights.

17.2 HepnerSync intellectual-property indemnity

Hepner Corp will defend and indemnify the Customer against a third-party claim that an unmodified paid Module, when used as authorized, directly infringes a United States patent, copyright, or trademark. Hepner Corp may modify or replace the affected feature, obtain continued rights, or terminate it and refund prepaid fees for the unused portion of the current term. This obligation does not apply to Customer Data, Customer instructions, combinations not supplied by HepnerSync, use after notice to stop, or open-source and third-party components governed by their own terms.

17.3 Process

The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. A delay reduces the obligation only to the extent it causes material prejudice. A settlement may not admit fault by or impose a nonmonetary obligation on the indemnified party without its consent, not to be unreasonably withheld.

18. Limitation of Liability

Balanced risk allocation. The platform can connect many systems and may process business-critical data. The Customer controls the data, permissions, integrations, and requested customizations. HepnerSync controls its own platform work. The limitations below allocate those risks while preserving a direct remedy if HepnerSync materially fails to meet its obligations.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF REPLACEMENT SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. HEPNERSYNC WILL NOT BE LIABLE FOR LOSS OR CORRUPTION CAUSED BY THE CUSTOMER, A USER, CUSTOMER-CONTROLLED SYSTEMS, UNSUPPORTED USE, OR A THIRD-PARTY SERVICE OUTSIDE HEPNERSYNC'S REASONABLE CONTROL.

Except for obligations that cannot lawfully be limited, each party's total aggregate liability arising from an affected Module or service will not exceed the fees paid or payable for that affected Module or service during the 12 months immediately before the first event giving rise to the claim. If the affected service was free, Hepner Corp's aggregate liability will not exceed $500. Multiple claims or events do not increase the cap.

HepnerSync is not liable merely because Customer Data contains confidential, sensitive, valuable, or regulated information. HepnerSync is not responsible for consequences caused by the Customer's choice of data, failure to disclose special requirements, use of an unsuitable configuration, excessive permissions, unlawful collection or use, inaccurate data, or failure to maintain required records and independent copies. This paragraph does not excuse HepnerSync from its own obligations under the agreement or from liability that applicable law does not permit the parties to limit.

If Customer Data is permanently lost solely because of HepnerSync's material breach and cannot be restored from then-available provider-controlled recovery sources, HepnerSync's first and exclusive operational remedy is commercially reasonable restoration or reconstruction assistance. Any monetary liability remains subject to the limits above. HepnerSync is not responsible for data that could have been restored from a reasonably current Customer backup or export that the Customer failed to maintain or provide.

The exclusions and cap do not limit the Customer's payment obligations, either party's indemnification obligations, either party's fraud or willful misconduct, or liability that applicable law does not permit the parties to limit. The parties agree that the fees reflect this allocation of risk.

19. Suspension, Termination, and Data Return

19.1 Suspension

HepnerSync may suspend affected access when reasonably necessary to address a security threat, unlawful use, material platform harm, payment default, or a legal requirement. When practical, we will give notice and limit suspension to the affected User, integration, or Module. Suspension does not excuse fees when caused by the Customer.

19.2 Termination for breach

Either party may terminate an affected Module Order if the other materially breaches the agreement and does not cure within 30 days after written notice, or within 10 days for nonpayment. A party may terminate immediately for an uncured security threat, unlawful use, insolvency, or a breach that cannot reasonably be cured. If the Customer properly terminates for HepnerSync's uncured material breach, the Customer will owe no future installments for the terminated portion and will receive a prorated refund of prepaid fees for the unused portion.

19.3 Effect of termination

At termination or expiration, the Customer's license ends and unpaid amounts accrued through the effective date remain due, including remaining annual installments unless termination was for HepnerSync's uncured material breach. Sections intended by their nature to continue will survive, including payment, ownership, confidentiality, disclaimers, indemnification, liability limits, and dispute terms.

19.4 Export and deletion

During the subscription and for 30 days after termination, the Customer may use available self-service tools or request a standard export of Customer Data in an available standard format, subject to payment of undisputed amounts. Nonstandard migration or transformation work may be billed at the current professional-services rate. An export does not include source or object code, application or database structures, schemas, system configurations, models, agents, prompts owned by HepnerSync, specifications, workflows, APIs, connectors, development artifacts, administrative records, security records, or other HepnerSync Technology. The Customer has no right to a portable copy of a Module or to recreate or host the application elsewhere, except for a deliverable specifically covered by an express ownership assignment under Section 14.3.

After the export window, HepnerSync may delete Customer Data from active systems, subject to legal holds, security records, and routine backup cycles. Data in backups will be isolated from ordinary use and deleted or overwritten according to normal retention schedules. The Customer is responsible for exporting Customer Data before the window ends.

20. Changes to These Terms

HepnerSync may update these Terms to reflect new features, laws, security needs, or business practices. The updated version will show a new effective date. We will provide reasonable advance notice of a material change through the Portal or account email. A material change will not retroactively alter the price, annual commitment, ownership allocation, liability cap, or dispute terms of an existing Module Order during its current term unless the Customer affirmatively accepts the change or the change is required by law. Updated Terms may apply immediately to new Module Orders and at renewal to existing Modules.

21. Disputes and Governing Law

Before filing suit, each party will give written notice describing the dispute and allow at least 30 days for good-faith executive discussions, unless urgent injunctive relief is reasonably necessary.

THESE TERMS ARE GOVERNED BY WISCONSIN LAW WITHOUT REGARD TO CONFLICT-OF-LAW PRINCIPLES. THE STATE COURTS LOCATED IN OUTAGAMIE COUNTY, WISCONSIN, AND THE FEDERAL COURTS SERVING THE EASTERN DISTRICT OF WISCONSIN HAVE EXCLUSIVE JURISDICTION. EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

A claim must be filed within two years after it arose, unless applicable law requires a longer period. Either party may seek injunctive relief to protect data, security, intellectual property, or Confidential Information.

22. General Terms

Neither party is liable for delay caused by events beyond its reasonable control, including natural disaster, war, labor disruption, government action, widespread internet or utility failure, cyberattack not caused by its failure to use reasonable safeguards, or third-party platform outage. Payment obligations for services already provided are not excused.

The parties are independent contractors. Neither may bind the other. The Customer may not assign the agreement without Hepner Corp's consent, except with a merger or sale of substantially all assets if the assignee is not a competitor and can meet the obligations. Hepner Corp may assign the agreement to an affiliate or successor and may use qualified subcontractors while remaining responsible for its obligations.

Electronic records, checkboxes, and signatures have the same effect as signed paper records. Notices about service operation, billing, renewal, security, privacy, or contract changes may be sent to the account email or displayed in the Portal. Formal breach or termination notices must be sent to the notice address below and to the Customer's account notice address.

If a provision is unenforceable, it will be modified only as much as necessary and the rest remains effective. Failure to enforce a provision is not a waiver. Headings are for convenience. The agreement is the entire agreement about its subject and may be amended only as stated in these Terms or in a writing accepted by both parties.

23. Contact and Notices

Hepner Corp, Attn: HepnerSync Legal

3984 E Endeavor Drive, Appleton, Wisconsin 54915

Legal notices: legal@hepnercorp.com

Privacy questions: privacy@hepnercorp.com

Privacy Policy: https://www.hepnercorp.com/HS-PP