Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Syncaut ("Syncaut," "we," "us," or "our"), governing your access to and use of the Syncaut platform, software, APIs, and all related services (collectively, the "Service").

By registering for an account, clicking "I agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must not access or use the Service.

If you are accessing or using the Service on behalf of a company, organisation, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, in which case "you" refers to that entity. If you do not have such authority, you must not accept these Terms or use the Service.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date above. Your continued use of the Service after such notice constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Service and cancel your subscription.

To access or use the Service, you must: (a) be at least eighteen (18) years of age; (b) have the legal capacity to enter into binding contracts under applicable law; (c) not be prohibited from receiving the Service under applicable law; and (d) not have had a previous account terminated by Syncaut for cause.

The Service is intended for business use by e-commerce agencies and professionals. Consumer use is not the intended purpose of this platform, and Syncaut makes no representations that the Service is appropriate or available for personal, household, or consumer use.

You must register for an account to access the Service. When registering, you agree to provide accurate, current, and complete information and to update such information as necessary to keep it accurate, current, and complete.

You are solely responsible for: (a) maintaining the confidentiality of your account credentials, including your password; (b) all activity that occurs under your account; and (c) immediately notifying us at [email protected] of any unauthorised use of your account or any other breach of security.

Syncaut will not be liable for any loss or damage arising from your failure to comply with this Section. You may not share your account credentials, allow others to access your account, or create accounts by automated means.

We reserve the right to disable or terminate any account at our discretion, including where we reasonably believe that you have violated these Terms.

The Service is offered on a subscription basis. By selecting a subscription plan and providing payment information, you authorise Syncaut and its third-party payment processor, Polar (polar.sh), to charge the applicable subscription fees to your designated payment method on a recurring basis at the interval specified at the time of purchase (monthly or annually).

All fees are stated in United States Dollars (USD) unless otherwise specified. Subscription fees are payable in advance. Your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date in accordance with Section 5.

We reserve the right to change our pricing at any time. We will provide at least thirty (30) days' advance written notice of any price increase. Your continued use of the Service after the effective date of a price change constitutes your agreement to pay the modified price.

You are responsible for all applicable taxes associated with your subscription. Syncaut will collect taxes where required by law. If you are tax-exempt, you must provide valid documentation to support such exemption.

In the event of a failed payment, we reserve the right to suspend or terminate your access to the Service after providing reasonable notice. You remain liable for all unpaid amounts, and we may engage collection mechanisms, including third-party debt collection agencies, to recover outstanding balances.

ALL FEES PAID TO SYNCAUT ARE STRICTLY NON-REFUNDABLE. BY PURCHASING A SUBSCRIPTION OR ANY OTHER PAID FEATURE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• No refunds under any circumstances. Once payment has been processed and funds received by Syncaut, no refund, credit, or reimbursement shall be issued, in whole or in part, regardless of the reason for cancellation or termination. This applies to all subscription plans, add-ons, and one-time purchases.
• No partial-period refunds. If you cancel your subscription at any point during a billing period, you will retain access to the Service until the end of that billing period, but no refund or proration will be issued for any unused portion of the period.
• No refunds upon termination. If Syncaut terminates your account for breach of these Terms, no refund will be issued for any prepaid but unused subscription period.
• No refunds for dissatisfaction. Dissatisfaction with the Service, change of mind, failure to use the Service, or any other subjective reason does not entitle you to a refund.
• No refunds for downtime. Temporary unavailability of the Service, scheduled maintenance, or unplanned outages do not entitle you to a refund except where required by applicable law.
• Chargebacks. If you initiate a chargeback or payment dispute with your card issuer or bank in circumstances that do not constitute a legitimate billing error, Syncaut reserves the right to immediately suspend or terminate your account and pursue recovery of the disputed amount together with any associated costs, fees, and penalties.

Where applicable consumer protection law in your jurisdiction provides mandatory refund rights that cannot be contractually excluded, such rights are not affected by this Section. Outside of such mandatory rights, this No Refund Policy applies in full. It is your responsibility to evaluate the Service during any available free trial period before committing to a paid subscription.

Syncaut may offer a free trial period for the Service. At the end of the free trial period, you will be automatically charged the applicable subscription fee unless you cancel before the trial period expires. We will notify you of the upcoming charge prior to its occurrence.

Syncaut reserves the right to determine your eligibility for a free trial, to modify or terminate free trial offers at any time, and to limit free trials to one per person, household, or organisation.

Subject to your compliance with these Terms and payment of applicable fees, Syncaut grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for your internal business purposes.

You must not, and must not permit any third party to:

• Copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on the Service or any part thereof;
• Rent, lease, loan, sell, sublicense, assign, transfer, or otherwise make available the Service to any third party;
• Use the Service to provide services to third parties (e.g., as a service bureau or time-sharing arrangement) except as expressly permitted by your subscription plan;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Access the Service by any means other than through the interfaces provided by Syncaut, including through automated scripts, bots, or scrapers, except as expressly permitted by our API documentation;
• Use the Service to store, transmit, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;
• Attempt to gain unauthorised access to any part of the Service, other accounts, computer systems, or networks connected to the Service;
• Use the Service to violate any applicable local, national, or international law or regulation;
• Use the Service to transmit unsolicited commercial communications or spam.

The Service allows you to connect third-party services and platforms ("Third-Party Services") through integrations. You acknowledge that:

• Your use of Third-Party Services is governed by the terms and conditions of those services, and Syncaut is not a party to those agreements;
• Syncaut makes no representations or warranties regarding Third-Party Services and is not responsible for their availability, accuracy, or reliability;
• You are solely responsible for obtaining and maintaining valid authorisations, API keys, and credentials for all Third-Party Services you connect to the Service;
• You must not use the Service to circumvent any access controls, rate limits, or terms of service of any Third-Party Service.

Where the Service allows you to connect your own AI provider API keys (such as OpenAI, Anthropic, or Google Gemini), you acknowledge that your use of those keys is subject to the respective provider's terms of service, and that Syncaut has no liability for charges incurred by you with those providers.

As between you and Syncaut, Syncaut owns all right, title, and interest in and to the Service, including all intellectual property rights therein. These Terms do not grant you any rights to Syncaut's trademarks, logos, domain names, or other brand features.

You retain ownership of all data, content, and materials that you upload, submit, or transmit through the Service ("Customer Data"). By using the Service, you grant Syncaut a limited, non-exclusive, worldwide licence to process, store, and transmit Customer Data solely as necessary to provide the Service to you.

You represent and warrant that you have all necessary rights to grant the above licence and that Customer Data does not infringe any third-party intellectual property rights.

Each party may have access to confidential information of the other party in connection with the Service ("Confidential Information"). Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose it to any third party without prior written consent; and (c) use it solely for the purpose of performing its obligations or exercising its rights under these Terms.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of these Terms; (ii) was rightfully known before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party gives reasonable prior written notice.

Our collection and use of personal data in connection with the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of your data as described in the Privacy Policy.

To the extent that you process personal data of third parties (including your clients' customers) through the Service, you are the data controller and Syncaut acts as a data processor. You are responsible for ensuring that you have a lawful basis to process such data and that you comply with all applicable data protection laws.

You represent and warrant that: (a) you have the legal right and authority to enter into these Terms; (b) your use of the Service will comply with all applicable laws and regulations; and (c) all information you provide to Syncaut is accurate and complete.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNCAUT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Syncaut does not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) any defects or errors will be corrected; (c) the Service will meet your requirements; or (d) results obtained through use of the Service will be accurate or reliable.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNCAUT, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SYNCAUT'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO SYNCAUT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless Syncaut and its officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of or access to the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property or privacy rights; (d) your Customer Data; or (e) any claim that your Customer Data caused damage to a third party.

These Terms commence on the date you first accept them and continue until your subscription is terminated. Either party may terminate these Terms at any time by providing written notice to the other party.

Syncaut may suspend or terminate your access to the Service immediately and without notice if: (a) you breach any provision of these Terms; (b) you fail to pay any fees when due; (c) Syncaut is required to do so by law; or (d) Syncaut decides to discontinue the Service.

Upon termination: (a) all rights granted to you under these Terms will immediately cease; (b) you must cease all use of the Service; and (c) Syncaut may delete your account and Customer Data after a reasonable retention period. Termination does not entitle you to any refund pursuant to Section 5.

Sections 5, 9, 10, 12, 13, 14, 16, and 17 survive termination of these Terms.

These Terms shall be governed by and construed in accordance with applicable law, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof shall first be attempted to be resolved through good-faith negotiation between the parties.

If the parties are unable to resolve a dispute through negotiation within thirty (30) days, either party may pursue resolution through binding arbitration or litigation in a court of competent jurisdiction. You agree to submit to the personal jurisdiction of such courts and waive any objection to the exercise of jurisdiction over you.

YOU AND SYNCAUT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Entire Agreement. These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Syncaut regarding the Service and supersede all prior and contemporaneous agreements, representations, and understandings.

Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Syncaut's failure to assert any right under these Terms shall not constitute a waiver of such right.

Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without Syncaut's prior written consent. Syncaut may freely assign these Terms. Any purported assignment in violation of this Section is void.

Force Majeure. Syncaut shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authority, fire, flood, accidents, network infrastructure failures, or acts of third-party service providers.

Notices. All notices to Syncaut must be sent to [email protected]. Syncaut may provide notices to you via email to the address associated with your account or by posting to the Service.