1. Service overview
ClearSync AP is an integration service designed to synchronize certain master data and transactional records between third-party systems (including Ramp and Trimble Vista or Trimble Spectrum) using the Trimble App Xchange integration platform. The Service may include configuration and deployment activities, and ongoing connector/flow maintenance to help maintain connectivity while your subscription is active.
2. Security and connectivity.
ClearSync AP uses secure API authentication and encrypted data transfer between Ramp, the App Xchange platform, and the ERP. As described in our implementation materials, data in transit and at rest is encrypted via AES-256 through the App Xchange platform. The App Xchange “Xchange Agent” is installed in the customer’s ERP server environment to establish secure, monitored connectivity between the on-premise ERP and the App Xchange cloud platform.
3. Customer responsibilities.
You are responsible for (a) maintaining any necessary third-party licenses and permissions (including for Ramp), (b) promptly notifying us of updates or changes to connected systems that may affect the integration, and (c) any data cleanup required to meet provided schemas and specifications. For implementation testing and validation, you are responsible for providing appropriate access to test environments and adequate sample data.
4. Hyper-Care; support and maintenance.
Following go-live, we provide a two (2) week “Hyper-Care” period limited to issues directly related to the purchased integration scope. Hyper-Care does not cover ERP configuration changes, Ramp platform changes, new feature requests, or issues caused by changes made by you or third parties to connected systems. After Hyper-Care, the annual subscription includes ten (10) hours of support for integration maintenance, troubleshooting, and specified minor configuration adjustments; additional support may be purchased in ten (10) hour blocks (with each purchased block valid for up to twelve (12) months from purchase and non-refundable).
5. Subscription term; renewal.
Unless otherwise agreed in writing, the initial subscription term is one (1) year commencing on the applicable effective date, and will automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Pricing tiers may be evaluated at renewal as described in your order or statement of work, and we will provide written notice of any tier change at least thirty (30) days prior to renewal. We may adjust pricing with written notice not later than ninety (90) days prior to the end of the then-current term (with adjustments taking effect on the next renewal unless you provide timely notice of non-renewal).
6. Third-party dependencies; limitations; warranty.
The Service depends on third-party products and platforms (including Ramp, Trimble products, and Trimble App Xchange), which may be updated, modified, or changed at their owners’ discretion. We are not liable for any breakdown, malfunction, or disruption of the integration caused by such third-party updates, modifications, or changes. If you identify bugs, non-conformities, or issues arising from or related to the Services, you must notify us in writing within thirty (30) days of completion and delivery of the applicable project and provide a sufficiently detailed description; as our sole obligation, we will repair or reperform the applicable Services at no additional cost. This warranty does not cover issues resulting from updates, modifications, or changes to the Services by you and/or applications. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING AS TO COMPATIBILITY OR CONTINUED FUNCTIONALITY WITH RAMP FOLLOWING THIRD-PARTY CHANGES.
7. Hold harmless (Ramp-related disruptions).
You agree to hold harmless ClearSync and its affiliates, officers, employees, and agents from any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees, arising out of or in connection with (i) any breakdown or disruption of the integration caused by updates, modifications, or changes to Ramp, (ii) any actions or omissions by the owners or licensors of Ramp that affect the integration, and (iii) your failure to maintain necessary licenses and permissions for Ramp.
8. Provider; notices; changes.
The Service is provided by [PROVIDER LEGAL NAME] ("we," "us"). Notices under these Terms must be provided in writing to [NOTICE EMAIL/ADDRESS]. We may update these Terms from time to time by posting an updated version on the website; continued use of the Service after the effective date of the updated Terms constitutes acceptance.
9. Privacy
If a ClearSync privacy policy is made available on the website, it will describe how information is handled in connection with the Service.