These Terms of Service provide the baseline terms for business access to and use of AI Partners Data Sync. Data Sync is made available only through a separately arranged business relationship with AI Partners.
Agreement to These Terms
These Terms of Service govern access to and use of AI Partners Data Sync, a service provided by AI Partners, Inc. ("AI Partners," "we," "us," or "our"). By accessing or using Data Sync, you agree to these Terms on behalf of yourself and the organization you represent.
Business Agreement Required
Data Sync is not a self-service consumer product and is not available for general public signup. To use Data Sync, an organization must contact AI Partners directly, complete any required business, technical, security, and authorization review, and enter into a separate written agreement with AI Partners. That written agreement may include order forms, statements of work, data processing terms, security terms, service-specific commitments, pricing, implementation details, support terms, and other negotiated provisions.
Additional Terms
These Terms apply unless a separate written agreement between AI Partners and the customer states otherwise. If these Terms conflict with a signed agreement, order form, statement of work, data processing addendum, or other written terms accepted by AI Partners, the separately negotiated written terms control for that customer. AI Partners may decline, condition, suspend, or terminate access to Data Sync unless and until the required business agreement and setup requirements are in place.
Service Description
Data Sync helps authorized customers connect QuickBooks Online and related business systems to customer-authorized destinations, including data warehouses such as Google BigQuery, for reporting, reconciliation, and analytics workflows. Data Sync does not provide accounting, tax, audit, legal, investment, or financial advice.
Accounts and Authorization
You are solely responsible for ensuring that you have permission to connect each QuickBooks Online company, data destination, cloud project, service account, and other system used with Data Sync. You are solely responsible for maintaining the confidentiality and security of credentials, access tokens, configuration files, administrative access, and all activity occurring through your accounts or systems.
Customer Responsibilities
Data Sync is intended only for business use and is not offered for personal, household, or consumer use. You agree to provide accurate setup information, comply with applicable laws and third-party terms, monitor synchronized data for your business needs, maintain your own backups and records, and promptly revoke access if Data Sync should no longer process your data. You may not use the service to violate laws, infringe rights, disrupt systems, bypass security controls, test for vulnerabilities, interfere with service operations, resell or sublicense Data Sync, or process data you are not authorized to use.
Customer Data
You retain ownership of business data, accounting records, configuration, and other content you provide or authorize us to process ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free right to host, copy, transmit, access, process, modify, create derivative technical data from, and otherwise use Customer Data as needed to provide, maintain, secure, troubleshoot, analyze, enforce, and improve Data Sync, to comply with law, and as otherwise described in our Privacy Policy or a separate written agreement. We may use aggregated or de-identified information derived from Data Sync without restriction.
Third-Party Services
Data Sync integrates with third-party services such as Intuit QuickBooks Online, Google Cloud, MongoDB, hosting providers, and other systems you configure. We are not responsible for third-party services, their availability, their terms, or changes they make to APIs, data formats, permissions, pricing, or policies. Data Sync is not endorsed by or affiliated with Intuit unless separately stated in writing.
Security
We use reasonable administrative, technical, and organizational measures designed to protect Customer Data. No system is perfectly secure, and we do not guarantee that unauthorized access, loss, corruption, interruption, or security incidents will never occur. You are responsible for configuring destination permissions, service accounts, network access, user roles, monitoring, and backups appropriately for your organization.
Fees and Payment
Fees, payment terms, implementation scope, support obligations, renewal terms, cancellation rights, and any service-specific commitments are negotiated separately with each customer. Unless the applicable written agreement expressly states otherwise, all fees are non-cancelable and non-refundable, payment obligations are unconditional, and fees are exclusive of taxes. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for reasonable collection costs, including attorneys' fees.
Availability and Changes
We may update, modify, suspend, limit, throttle, or discontinue any part of Data Sync at any time, with or without notice, including to maintain security, comply with law, adapt to third-party API changes, preserve system integrity, control costs, or improve the service. We do not guarantee uninterrupted availability, data completeness, data freshness, or compatibility with any third-party service.
Intellectual Property
We and our licensors retain all rights in Data Sync, including software, documentation, workflows, designs, connectors, schemas, transformations, know-how, usage data, diagnostics, and service improvements. Except for the limited right to use Data Sync under these Terms and your private written agreement, no rights are transferred to you. You may not copy, modify, reverse engineer, decompile, benchmark, scrape, access source code, or create competing services from Data Sync, except to the extent a restriction is prohibited by law.
Disclaimers
Data Sync is provided "as is," "as available," and "with all faults" to the maximum extent permitted by law. We disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, security, and error-free operation. We do not warrant that Data Sync will meet any business, accounting, tax, audit, compliance, reporting, continuity, or retention requirement. Synchronized data should be reviewed by qualified personnel before being used for decisions, filings, reporting, or financial records.
Limitation of Liability
To the maximum extent permitted by law, AI Partners, Inc. will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, or for lost profits, lost revenue, lost savings, lost opportunities, lost goodwill, lost data, data restoration costs, business interruption, procurement of substitute services, or third-party claims, even if we have been advised of the possibility of those damages. Our total liability for all claims relating to Data Sync will not exceed the amount paid to us for Data Sync in the one month before the event giving rise to the claim. If no fees were paid for Data Sync during that period, our total liability will not exceed $100. These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose.
Indemnification
You will defend, indemnify, and hold harmless AI Partners, Inc. and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against all claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising from or related to Customer Data, your systems, your use of Data Sync, your violation of these Terms or third-party terms, your violation of law, your failure to obtain required rights or consents, your configuration choices, or any dispute between you and your users, customers, vendors, accountants, auditors, regulators, or other third parties.
Termination
You may stop using Data Sync at any time and may revoke third-party permissions through the relevant third-party account settings, but doing so does not relieve you of payment obligations or other obligations that accrued before termination. We may suspend or terminate access immediately, without liability or refund, if you violate these Terms, create security, operational, reputational, or legal risk, fail to pay applicable fees, exceed reasonable use, or if continued service becomes impractical due to a third-party platform, law, infrastructure change, or business decision. Any terms that by their nature should survive termination will survive, including payment obligations, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.
Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The Federal Arbitration Act and, where applicable, the Delaware Uniform Arbitration Act govern the interpretation and enforcement of the arbitration agreement below. For claims that are not required to be arbitrated, venue will be exclusively in the state or federal courts located in Delaware, unless a separate written agreement says otherwise.
Binding Arbitration
Except for the exclusions below, any dispute, claim, or controversy arising out of or relating to Data Sync, these Terms, the Privacy Policy, any private written agreement for Data Sync, or the relationship between you and AI Partners, Inc. will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, in English, with the seat and venue in Delaware, unless AI Partners chooses a remote proceeding. The arbitrator will have exclusive authority to resolve issues of arbitrability, scope, validity, interpretation, and enforceability. Arbitration proceedings, filings, evidence, and awards will be confidential to the maximum extent permitted by law. Judgment on the award may be entered in any court with jurisdiction.
Class and Jury Waiver
All claims must be brought only on an individual basis. You and AI Partners, Inc. waive any right to bring, join, consolidate, or participate in any class, collective, consolidated, representative, private attorney general, or mass arbitration proceeding. You and AI Partners, Inc. also knowingly and voluntarily waive any right to a jury trial. If the class, collective, representative, or mass-action waiver is found unenforceable for a claim, that claim must proceed in court and not in arbitration, but only after all arbitrable claims are completed.
Arbitration Exclusions
AI Partners may bring claims in court for non-payment, collections, intellectual property infringement, misuse of Data Sync, confidentiality violations, unauthorized access, security threats, or temporary, preliminary, or permanent injunctive or equitable relief. Nothing in these Terms limits AI Partners' right to suspend or terminate Data Sync, preserve evidence, report unlawful activity, cooperate with law enforcement or regulators, or seek emergency relief in any court with jurisdiction.
Fees and Claim Deadline
Each party will pay its own arbitration costs unless the arbitrator awards otherwise, but the prevailing party in any arbitration or court proceeding is entitled to recover reasonable attorneys' fees and costs to the maximum extent permitted by law. Any claim against AI Partners, Inc. must be filed within one year after the claim arose, or it is permanently barred.
Changes to These Terms
We may update these Terms from time to time in our discretion. The updated version will be posted on this page with a revised "Last updated" date or otherwise made available. Continued access to or use of Data Sync after changes become effective means you accept the updated Terms. If you do not agree to updated Terms, your sole remedy is to stop using Data Sync, subject to any payment or other obligations in your private written agreement.
Contact
For questions about access, connection status, or service use, contact privacy@ai-partners.co.