1. Parties
This Subscription Agreement (the "Agreement") is entered into between Pound Pixel LLC, a Wyoming limited liability company doing business as WySync ("WySync"), and the customer identified on the signed signature page (the "Customer"). WySync and Customer are each a "Party" and together the "Parties."
2. Definitions
Capitalized terms used in this Agreement have the following meanings:
"Catalog Data" means the cleaned, normalized, fitment-mapped wheel and tire product data WySync provides to Customer through any tier of its Data Subscription, including without limitation product specifications, fitment mappings, MAP price feeds, inventory feeds, supplier contact information, and lifestyle imagery curated by WySync.
"Data Subscription" means the recurring data service identified in the Order Form, including any of the Starter, Growth, Pro, or Enterprise tiers.
"Manufacturer Materials" means brand stock images, product specifications, descriptions, and other materials originating from product manufacturers and distributed by WySync as a conduit. Manufacturer Materials are not WySync's intellectual property.
"Order Form" means the signed order document specifying the tier, fees, start date, and any negotiated terms applicable to this Agreement.
"Services" means collectively the Data Subscription and any additional services purchased by Customer, including Storefront Builds, Fitment Engine subscriptions, and Tracking Setup.
3. Services
Subject to Customer's payment of fees and compliance with this Agreement, WySync will provide the Services described in the Order Form. WySync may update its product offerings, pricing structures, and tier definitions for new customers without affecting Customer's existing tier during the current Term.
4. Term and renewal
Initial Term. The initial term of this Agreement is twelve (12) months from the Start Date specified in the Order Form (the "Initial Term").
Auto-renewal. The Agreement automatically renews for successive twelve-month periods (each, a "Renewal Term," and together with the Initial Term, the "Term") unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.
No termination for convenience. Customer may not terminate the Agreement for convenience during the Initial Term or any Renewal Term. Termination rights are limited to those expressly set forth in Section 12.
5. Fees and payment
Fees. Customer will pay the fees specified in the Order Form. Fees do not include taxes; Customer is responsible for all applicable taxes other than those based on WySync's net income.
Payment method. Unless otherwise agreed in the Order Form, Customer authorizes WySync to charge Customer's payment method (typically a credit or debit card processed via Stripe) automatically on the billing cycle date — monthly on the Start Date anniversary for monthly billing, or annually on the Start Date anniversary for annual prepay.
Invoiced billing. If WySync agrees in writing to invoice Customer instead of auto-charging, Customer will pay each invoice within thirty (30) days of issuance (Net 30).
Failed payments. If an automatic charge fails, WySync's payment processor will retry per its standard dunning sequence. WySync will notify Customer of the failure and request alternative payment.
Late payment. Past-due balances accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, from the original due date until paid in full.
Suspension. WySync may suspend Customer's access to the Services if any amount owed is more than thirty (30) days past due. Suspension does not relieve Customer of the obligation to pay accrued and continuing fees.
6. Service levels
Uptime. WySync will use commercially reasonable efforts to maintain Catalog Data feed availability of at least 99.5% measured monthly, excluding scheduled maintenance and force majeure events.
Support. WySync will respond to Customer support requests submitted to support@wysync.com within one (1) business day. Enterprise tier customers receive a dedicated point of contact with shorter response targets specified in the Order Form.
No service credits. WySync does not provide service credits or refunds for SLA shortfalls. SLA targets are commercially reasonable efforts and not warranties.
Status reporting. WySync intends to operate a public status page reporting current uptime and historical incidents. When launched, the status page will be the authoritative source for SLA measurement.
7. Data ownership and licensing
WySync's IP. WySync owns all right, title, and interest in and to the Catalog Data, the WySync platform, the database structure, fitment mappings, normalization logic, MAP feeds, and all software and documentation comprising the Services (collectively, "WySync IP"), excluding Manufacturer Materials.
Manufacturer Materials. Brand stock images, product specifications, and descriptions originate from manufacturers. WySync acts as a conduit. Customer's right to use Manufacturer Materials in its storefront flows from Customer's direct relationship with the applicable manufacturer (typically, an authorized dealer relationship), not from this Agreement. WySync makes no representation that Manufacturer Materials are licensed for Customer's use in any specific channel; Customer is responsible for confirming its own dealer authorization and license terms with each manufacturer.
License grant. During the Term and subject to Customer's compliance with this Agreement, WySync grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Catalog Data and other WySync IP solely for Customer's internal e-commerce operations.
Use restrictions. Customer will not (a) resell, redistribute, sublicense, or share the Catalog Data, API access, or data feeds with any third party; (b) use the Services to build a competing product; (c) reverse engineer, scrape, or extract the WySync database structure or proprietary normalization; or (d) use the Services in violation of applicable law.
Effect of termination on data. Upon termination of the Agreement, Customer's access to active feeds (API, data exports, real-time updates) terminates immediately. Customer is not required to delete product data already integrated into Customer's storefront or business systems, but Customer may not (i) continue to refresh or update such data using the Services, or (ii) resell or redistribute such data. The use restrictions in this Section 7 survive termination.
Customer Data. Customer owns all right, title, and interest in and to Customer's own business data, customer lists, order history, and storefront content ("Customer Data"). WySync claims no ownership of Customer Data.
8. Customer obligations
Customer will:
- Maintain its own dealer or authorized reseller relationships with manufacturers whose Manufacturer Materials it displays
- Keep payment information current and authorize charges as scheduled
- Designate a primary technical contact for integration and support
- Comply with all applicable laws in connection with its use of the Services
- Not engage in any activity that would breach the use restrictions in Section 7
9. Confidentiality
Each Party (the "Receiving Party") may receive confidential business or technical information from the other Party (the "Disclosing Party"). The Receiving Party will (a) use the same degree of care to protect the Disclosing Party's confidential information as it uses for its own confidential information, and not less than reasonable care; (b) use the confidential information only for the purpose of performing under this Agreement; and (c) not disclose the confidential information to any third party except to its employees, contractors, and advisors who need to know and are bound by confidentiality obligations no less protective than those in this Section.
The obligations in this Section do not apply to information that (i) is or becomes publicly known through no fault of the Receiving Party, (ii) was known to the Receiving Party before disclosure, (iii) is independently developed without use of the Disclosing Party's confidential information, or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation in seeking a protective order.
Confidentiality obligations survive termination of this Agreement for three (3) years.
10. Warranties and disclaimers
Mutual warranties. Each Party represents and warrants that it has full power and authority to enter into this Agreement.
WySync warranties. WySync warrants that it will provide the Services in a professional and workmanlike manner.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, CATALOG DATA, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WYSYNC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR AVAILABILITY. WITHOUT LIMITING THE FOREGOING, WYSYNC DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THE CATALOG DATA WILL BE COMPLETE OR FREE FROM INACCURACIES, OR (C) ANY MANUFACTURER MATERIALS ARE LICENSED FOR CUSTOMER'S SPECIFIC USE.
11. Limitation of liability
No consequential damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cap on direct damages. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO WYSYNC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Exclusions. The limitations in this Section 11 do not apply to (a) breaches of confidentiality obligations under Section 9, (b) Customer's payment obligations under Section 5, or (c) liability that cannot be limited under applicable law.
12. Termination
Termination by WySync for cause. WySync may terminate this Agreement immediately upon written notice if Customer (a) fails to pay any amount when due and the failure continues for more than thirty (30) days after notice, (b) materially breaches any other obligation under this Agreement and fails to cure the breach within thirty (30) days of notice, or (c) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
Termination by Customer for cause. Customer may terminate this Agreement upon thirty (30) days' written notice if WySync materially breaches a material obligation under this Agreement and fails to cure the breach within that thirty-day period.
Effect of termination by WySync for cause. If WySync terminates this Agreement for Customer's breach (including non-payment), all remaining fees due for the unexpired portion of the then-current Term become immediately due and payable as liquidated damages. Customer acknowledges that this remedy is reasonable in light of the difficulty of estimating actual damages from early termination of an annual contract.
Survival. Sections 5 (with respect to amounts owed), 7 (use restrictions), 9 (confidentiality), 10 (disclaimers), 11 (limitation of liability), 12 (termination), 13 (collections), 14 (governing law), and any other provision that by its nature should survive will survive termination of this Agreement.
13. Collections and dispute resolution
Collections. If Customer fails to pay amounts due and the failure continues beyond the cure period, WySync may, in its sole discretion, refer the matter to a third-party collection agency or pursue collection in court. Customer will pay all reasonable costs of collection, including collection agency fees, court costs, and reasonable attorneys' fees.
Disputes generally. Any dispute arising out of or relating to this Agreement will first be subject to good-faith negotiation between authorized representatives of the Parties for at least thirty (30) days. If the dispute remains unresolved, either Party may pursue the remedies available under Section 14.
14. Governing law and venue
This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wyoming for any legal action arising out of or relating to this Agreement, except that WySync may bring an action in any court of competent jurisdiction to recover amounts owed by Customer.
15. General
Entire agreement. This Agreement, together with any executed Order Form, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements, communications, or understandings.
Amendment. This Agreement may be amended only by a written document signed by both Parties.
Assignment. Customer may not assign this Agreement, in whole or in part, without WySync's prior written consent. Any attempted assignment in violation of this provision is void. WySync may assign this Agreement to an affiliate, successor, or in connection with a merger or sale of assets, without consent.
Notices. All notices under this Agreement must be in writing and sent to the email and physical addresses on file. Notices to WySync should be sent to legal@wysync.com with a copy to hello@wysync.com.
Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.
Waiver. No waiver of any provision is effective unless in writing and signed by the Party granting the waiver. No waiver constitutes a continuing waiver.
Force majeure. Neither Party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, internet or telecommunications failures, or pandemics.
Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
Counterparts; electronic signatures. The Order Form may be executed in counterparts and via electronic signature, each of which is an original.
16. Contact
Contract questions: hello@wysync.com
Billing: billing@wysync.com
Support: support@wysync.com
Legal: legal@wysync.com