End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between you (either an individual or the organization you represent, "you") and Syncestro ("Syncestro", "we", "us"). It governs your access to and use of the Syncestro web application, related services, and any updates or documentation (collectively, the "Service").

By creating an account, accepting an invitation, or otherwise accessing or using the Service, you agree to be bound by this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Service.

Subject to your compliance with this Agreement, Syncestro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your organization's internal business operations during the term of your subscription or authorized access.

The Service is licensed, not sold. All rights not expressly granted in this Agreement are reserved.

Access to the Service is by invitation from an existing workspace administrator. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

Workspace administrators control roles and permissions within their organization. You must notify us promptly of any unauthorized use of your account or any other breach of security.

You agree not to, and not to permit others to:

• Copy, modify, distribute, sell, lease, or sublicense any part of the Service.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where such restriction is prohibited by law.
• Use the Service to store or transmit malicious code, or to interfere with the integrity or performance of the Service.
• Attempt to gain unauthorized access to the Service, other accounts, or related systems or networks.
• Use the Service in violation of any applicable law or regulation, or in a way that infringes the rights of others.
• Use automated means to access the Service in a manner that sends more requests than a human could reasonably produce, except through interfaces we expressly provide.

You retain all ownership rights in the data you and your organization enter into the Service, including inventory, order, customer, vendor, and financial records ("Customer Data"). You grant Syncestro a limited license to host, process, and display Customer Data solely as necessary to provide and support the Service.

You are responsible for the accuracy, legality, and appropriateness of Customer Data and for obtaining any rights or consents needed to provide it to us.

How we collect and handle personal information is described in our Privacy Policy, which is incorporated into this Agreement.

The Service can connect to third-party platforms such as Shopify and QuickBooks Online. Your use of those platforms is governed by their own terms and privacy policies. By enabling an integration, you authorize us to exchange data with that platform on your behalf as necessary to provide the integration.

Syncestro is not responsible for the availability, accuracy, or conduct of third-party services.

The Service, including its software, design, text, graphics, and trademarks, is owned by Syncestro or its licensors and is protected by intellectual property laws. This Agreement does not transfer any ownership interest in the Service to you.

If you provide feedback or suggestions about the Service, Syncestro may use them without restriction or obligation to you.

We may modify, update, or discontinue features of the Service at any time. We will make reasonable efforts to keep the Service available, but we do not guarantee uninterrupted or error-free operation, and the Service may be unavailable during maintenance or due to circumstances outside our control.

Your organization's administrator may deactivate your access at any time. We may suspend or terminate your access if you breach this Agreement, if required by law, or if your organization's subscription ends.

Upon termination, your license ends and you must stop using the Service. Sections that by their nature should survive termination, including Intellectual Property, Disclaimer of Warranties, Limitation of Liability, and Governing Law, will survive.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT DATA, REPORTS, OR RECOMMENDATIONS (INCLUDING AI-GENERATED INSIGHTS) WILL BE ACCURATE OR COMPLETE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNCESTRO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNT PAID BY YOUR ORGANIZATION FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. Any dispute arising from this Agreement will be brought in the courts located in that jurisdiction, and you consent to their jurisdiction.

We may revise this Agreement from time to time. The effective date at the top of this page shows when it was last updated. Continued use of the Service after a revision takes effect constitutes acceptance of the revised Agreement. Material changes will be communicated through the Service or by email where practical.

Questions about this Agreement can be sent to legal@syncestro.com.