Terms of Service

Agreement to these terms

These Terms of Service (“Terms”) govern your use of Synkro Labs Inc’s (“Synkro,” “we,” or “us”) website, software, APIs, command-line tools, integrations, documentation, demos, and related services (“Services”). By using the Services, you agree to these Terms. Our Privacy Policy explains how we handle personal information. If you act for an organization, you represent that you have authority to bind it, and “you” includes that organization. If you do not agree, do not use the Services.

Access, accounts, and organizations

The Services are intended for business users who are at least 18 and legally able to enter into a contract. Requesting access does not create an account or guarantee admission. Keep your account information accurate, protect your credentials, and promptly report suspected unauthorized access. You are responsible for activity under your account unless caused by our breach of these Terms.

Your organization’s administrators may manage your account, workspace settings, associated activity, and access. Your organization is responsible for its administrators and authorized users.

These Terms govern self-service access, including paid production use; a separately signed customer agreement is not required. Any additional purchasing terms you accept also apply. A separate agreement with Synkro, including a data processing agreement, controls where it conflicts with these Terms for the Services it covers.

The Services and your responsibilities

Synkro applies rules to software-agent activity and records policy, consent, and access decisions. You control your rules, integrations, permissions, and connected environments. You are responsible for their configuration, appropriate human oversight, and deciding whether the Services suit your needs.

You must have permission to connect systems and direct Synkro to process data or take actions. You remain responsible for your agents, users, code, deployments, and decisions. Maintain appropriate security, access controls, testing, and backups, and meet your legal obligations.

Fees, prepaid credits, and usage billing

You must pay the fees stated in the Services, an applicable pricing page, order form, or other purchasing terms you accept. Unless a written agreement states otherwise, invoiced amounts are due in full within five (5) calendar days after receipt. Overdue, undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for reasonable costs we incur to collect overdue amounts, including reasonable attorneys’ fees, and we may suspend the Services for an account with an overdue balance. Fees are non-cancelable and non-refundable except as expressly stated in these Terms, disclosed at purchase, agreed in writing, or required by law.

Fees exclude applicable taxes, levies, and duties. You are responsible for them, other than taxes imposed on Synkro’s net income, property, or employees. If applicable law requires you to withhold an amount from a payment, you must provide appropriate documentation and pay any additional amount necessary for Synkro to receive the amount originally invoiced, except where prohibited by law.

For self-service paid use, you purchase prepaid credits. Charges for metered usage are deducted from your credit balance at the rates disclosed in the Services. The purchase price, currency, applicable taxes, and any credit expiration or refund conditions are disclosed before purchase. Credits pay for use of the Services; purchasing credits does not provide unlimited usage.

You are responsible for usage under your account and maintaining a sufficient balance. We may pause or limit paid usage when your credits run out until you add more. If automatic top-ups are offered, they require your authorization under the terms shown when you enable them. Changes to usage rates will be disclosed before they apply to future usage. Nothing in these Terms limits refund rights required by law.

Evaluation and preview access

Access specifically designated for evaluation or testing, including designated demos and sandboxes, may be used only for those purposes within your business unless we authorize production use. This restriction does not apply to paid Services made available for production use. A beta or preview label alone does not make that paid production access evaluation-only. Evaluation, beta, and preview Services may be incomplete, contain errors, or stop working, and we may limit, change, or end evaluation access at any time.

Confidentiality

Non-public Services, demos, sandboxes, documentation, product materials, roadmaps, credentials, and technical or business information we provide are confidential. Use them only as these Terms permit, protect them with at least reasonable care, and disclose them only to employees, contractors, or advisers who need access and have equally protective confidentiality duties.

These confidentiality duties do not cover information you can document was already lawfully known to you without restriction, independently developed without using the confidential materials, lawfully received without a confidentiality duty, or made public without a breach. Legally required disclosure is permitted; where lawful, give us prompt notice and disclose only what is required. When access ends or we request it, stop using and return or delete the materials, except copies required by law, which remain confidential.

Acceptable use

You may not, and may not enable anyone else to, use the Services to:

• violate law, regulation, sanctions, export controls, or another person’s rights;
• probe, scan, or test the vulnerability of the Services without written authorization;
• bypass access controls, rate limits, usage restrictions, or security measures;
• introduce malware, disrupt the Services, or place an unreasonable load on our infrastructure;
• access non-public areas or accounts without authorization;
• scrape, harvest, or collect data by automated means except through documented interfaces or with written authorization;
• send spam or other unsolicited communications, forge headers, or obscure the source of a transmission;
• impersonate another person, misrepresent your affiliation, or use the Services deceptively;
• frame, mirror, or reproduce a material portion of the Services except as permitted by law or written authorization;
• reverse engineer, decompile, or attempt to discover non-public source code or underlying components, except where applicable law does not permit that restriction;
• use the Services to develop or benchmark a competing product without our written permission; or
• use the Services in a manner that creates a material risk of harm to people, property, systems, or Synkro.

We may investigate suspected violations, preserve relevant information, remove or restrict content or integrations, and cooperate with lawful requests. We may suspend access when reasonably necessary to protect the Services, our customers, or others.

Your data and content

You retain ownership of the data, code, rules, configurations, and other content you provide (“Customer Data”). You grant Synkro a non-exclusive right to host, copy, transmit, process, and display it as needed to provide, secure, and support the Services, follow your instructions, and comply with law. You must have the necessary rights and permissions and must not submit unlawful content or data the Services are not designed to handle. Any additional processing rights and obligations are set out in your applicable customer agreement or data processing agreement.

Ownership and feedback

Synkro and its licensors retain ownership of the Services and their intellectual property. You may use the Services for your internal business purposes subject to these Terms. You retain ownership of your Customer Data and pre-existing materials. If you voluntarily provide suggestions or feedback, we may use them to improve the Services without compensation or obligation to you.

Third-party services and integrations

The Services may link to or interoperate with third-party products, services, repositories, development tools, or infrastructure. Your use of a third-party service is governed by its own terms and privacy practices. You authorize Synkro to exchange information with a third-party service when you or your organization enables that integration. We do not control and are not responsible for third-party services, content, availability, or security.

Disclaimers

To the fullest extent permitted by law, the Services are provided “as is” and “as available.” Synkro disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Services will be uninterrupted, secure, accurate, error-free, or prevent every unauthorized, unsafe, or noncompliant action.

Outputs, rule evaluations, alerts, suggested corrections, and records produced by the Services may be incomplete or incorrect. You are responsible for evaluating them and maintaining appropriate safeguards and human review. Information provided through the Services is not legal, security, compliance, or other professional advice.

Limitation of liability

To the fullest extent permitted by law, Synkro and its officers, directors, employees, affiliates, licensors, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business interruption, arising from or related to the Services or these Terms, even if advised that such damages are possible.

To the fullest extent permitted by law, the total liability of those parties for all claims arising from or related to the Services or these Terms will not exceed the greater of $100 or the amount you paid Synkro for the Services during the 12 months before the event giving rise to the claim. Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you.

Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Synkro and its officers, directors, employees, affiliates, licensors, and suppliers from third-party claims, damages, losses, liabilities, and reasonable legal fees arising from your Customer Data, your agents or systems, your unlawful or unauthorized use of the Services, your violation of these Terms, or your infringement of another person’s rights.

Suspension and termination

We may suspend or terminate access if we reasonably believe you violated these Terms, created risk for Synkro or others, failed to pay amounts due, or if we discontinue the Services. Where practicable, we will provide notice and an opportunity to address the issue. You may stop using the Services at any time. Termination does not relieve either party of obligations accrued before termination.

Obligations that by their nature continue after termination remain in effect, including confidentiality, ownership and feedback, Customer Data responsibilities, amounts owed, disclaimers, liability limits, indemnification, and dispute terms.

Changes to the Services or these Terms

We may update the Services and these Terms. We will post revised Terms with an updated date and provide notice of material changes. We will obtain renewed acceptance where required by law; otherwise, continued use after the effective date means you accept the changes. Changes to a separate customer agreement follow that agreement’s terms.

Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Any dispute arising from or related to these Terms or the Services must be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to their jurisdiction and venue.

Force majeure

Neither party will be liable to the other or considered in breach of these Terms for any failure or delay in performing its obligations, other than an obligation to make payments, to the extent caused by circumstances beyond that party’s reasonable control. These circumstances include acts of God; flood, fire, earthquake, explosion, severe weather, epidemic, pandemic, or other natural disaster; war, terrorism, invasion, riot, civil unrest, or sabotage; strikes, labor stoppages, slowdowns, or other industrial disturbances; embargoes; passage of law or actions taken by governmental or public authorities; failures or interruptions of power, utilities, telecommunications, or internet services; cyberattacks not caused by that party’s failure to use reasonable security measures; and failures of critical third-party infrastructure or service providers beyond that party’s reasonable control. The affected party will use commercially reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.

General terms

These Terms, our Privacy Policy, and any applicable order form or agreement are the entire agreement about the Services they govern. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, reorganization, sale of assets, or by operation of law. The parties are independent contractors, and these Terms do not create a partnership, franchise, joint venture, fiduciary, or employment relationship.

Contact

Questions about these Terms may be emailed to team@synkro.sh.