Terms

These Terms & Conditions ("Terms") govern your use of the websites, software, hardware, and services of sndwrks Inc., a New York corporation ("sndwrks", "we", "us", "our"), including the sndwrks cloud service available at app.sndwrks.com (the "Service"). By using our websites, products, or the Service, you agree to these Terms. If you do not agree, do not use them. For the sndwrks cloud service, the contracting party is the company or organization for which we provision the account (the "Customer"), and these Terms apply to every user the Customer authorizes. If your organization has a separate signed agreement with sndwrks covering the Service, that agreement controls to the extent of any conflict with these Terms.

Eligibility and accounts

You must be at least 18 years old to use our services. By using our services, you represent and warrant that you meet this requirement. Accounts for the sndwrks cloud service are provisioned by sndwrks for the Customer's authorized users; there is no self-serve signup. You are responsible for keeping your credentials confidential and for all activity under your account, and you must notify us promptly at info@sndwrks.xyz if you suspect unauthorized use.

Licenses and orders

Software is licensed, not sold. Subject to payment of the applicable fees, sndwrks grants you a limited, non-exclusive, non-transferable license to install and use sndwrks software for its intended purpose with sndwrks products. You may not copy (except for a reasonable backup), modify, distribute, sublicense, or reverse-engineer sndwrks software, except to the extent applicable law permits this despite the restriction. Hardware orders are subject to availability and our then-current pricing. Payment is processed by Stripe. Refunds, if any, are at our discretion and subject to the refund policy in effect at the time of purchase.

sndwrks cloud service

The sndwrks cloud service provides monitoring, telemetry, notifications, and billing tools for on-premises sndwrks installations (each, a "System"). Subject to these Terms and payment of the applicable fees, we grant the Customer a limited, non-exclusive, non-transferable right for its authorized users to access and use the Service during the applicable subscription period. The Service is provided to the Customer organization and may not be resold or made available to third parties.

Subscriptions and billing

Each subscription covers a single System. Subscriptions to the Service take one of two forms. Fixed-term subscriptions run for the agreed term and end when the term completes; continuing the Service after a fixed term requires a new subscription. Open-ended subscriptions have no fixed end date and bill automatically each billing period — weekly, monthly, or annually, as agreed — until cancelled; the Customer can cancel an open-ended subscription at any time to stop future billing periods. Fees are billed to the payment method on file (card or bank transfer, processed by Stripe) or by invoice, with applicable taxes calculated at the time of payment. Cancellation stops future billing, but amounts already invoiced remain due. We may suspend the Service for non-payment after notice. Pricing changes will be communicated in advance and take effect for new subscriptions and, for open-ended subscriptions, at the first billing period beginning at least thirty (30) days after notice.

Invoices, payment receipts, payment-failure notices, and subscription-ending notices are transactional messages. They are delivered by email to the Customer's billing contacts — the users the Customer designates as billing users or customer administrators — and cannot be opted out of while the account has billing activity. The Customer must keep at least one valid billing contact on file.

Customer data

The Customer retains all ownership of data submitted to or ingested by the Service on its behalf, including system telemetry, backups, and other content ("Customer Data"). The Customer grants sndwrks a limited license to host, store, and process Customer Data solely to provide, secure, and support the Service. The Customer is responsible for ensuring it has all necessary rights to the data its Systems and devices send to the Service. After termination, we will delete Customer Data upon written request within a commercially reasonable period, excluding financial records, security and audit records (such as login history), operational logs, and residual copies subject to routine backup rotation.

Acceptable use

You may not use the Service for unlawful purposes; interfere with or disrupt the Service; circumvent access controls or usage limits; probe or test the security of the Service without our prior written permission; or resell or sublicense access to the Service.

Availability and changes

The Service is provided without an uptime guarantee or service-level agreement. We may modify, add, or discontinue features of the Service, and will give reasonable notice of material changes.

Termination and suspension

The Customer may cancel an open-ended subscription at any time as described in the Subscriptions and billing section, and either party may decline to enter a new subscription when a fixed term completes. sndwrks may end an open-ended subscription on sixty (60) days' notice. We may suspend or terminate access to the Service if the Customer or its users materially breach these Terms. On termination, access to the Service ends, amounts already invoiced remain due, and Customer Data is handled as described in the Customer data section.

Disclaimer of warranties

Our websites, products, and the Service are provided "as is" and "as available" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or free of harmful components.

Limitation of liability

To the maximum extent permitted by law, sndwrks shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising from or relating to your use of our websites, products, or the Service. To the maximum extent permitted by law, sndwrks' liability for any individual claim shall not exceed: (a) for claims arising from a specific System, the subscription fees paid to sndwrks for that System in the twelve (12) months preceding the event giving rise to the claim; (b) for other claims relating to the Service, the total subscription fees paid to sndwrks under these Terms in the twelve (12) months preceding the event giving rise to the claim; and (c) for all other claims, the amounts paid to sndwrks for the specific product or order giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim. sndwrks' total aggregate liability for all claims combined shall not exceed the total amounts paid to sndwrks under these Terms in the twelve (12) months preceding the event giving rise to the earliest such claim.

Indemnification

The Customer will defend and indemnify sndwrks against third-party claims arising from Customer Data or from the Customer's or its users' unlawful use of the Service or material breach of these Terms.

Changes to these terms

We may update these Terms from time to time. We will post the updated Terms on this page and, for material changes, notify account holders by email. Material changes that adversely affect an existing paid subscription take effect, for fixed-term subscriptions, only when a new subscription begins and, for open-ended subscriptions, at the first billing period beginning at least thirty (30) days after notice; if the Customer does not agree, it may cancel the affected subscription before the change takes effect.

Governing law

These Terms are governed by the laws of the State of New York. Disputes will be resolved by binding arbitration administered by the American Arbitration Association in New York County, New York. If you are a consumer resident in the European Economic Area or the United Kingdom, nothing in these Terms deprives you of the mandatory statutory protections of your country of residence that cannot be excluded by agreement.

Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. These Terms, together with any signed agreement described above, are the entire agreement between you and sndwrks regarding the services. A failure to enforce a provision is not a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control. Legal notices and written requests to sndwrks — including post-termination data-deletion requests — must be sent to info@sndwrks.xyz or to the mailing address in the Contact section; we send notices to the Customer's account holders or billing contacts by email. The sections concerning accrued payment obligations, customer data, disclaimers of warranties, limitation of liability, indemnification, and governing law survive termination, together with this section.

Contact

Questions about these Terms? Email info@sndwrks.xyz or call +1 (201) 701-3155. Mailing address: sndwrks Inc., 14-41 Broadway 7D, Astoria, NY 11106, United States.