Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Syncop ("Syncop," "we," "us," or "our") and the individual or entity accessing or using the Syncop platform and related services ("you" or "Customer").

By creating an account, clicking "I agree," or otherwise accessing or using the Service, you represent that: (a) you have read and understood these Terms; (b) you are at least 18 years old and have the legal authority to enter into this agreement; and (c) if you are accepting on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms.

2. Definitions

Throughout these Terms, the following definitions apply:

• "Service" means the Syncop platform, including the web application at console.syncop.app, APIs, agents, and any related software or features.
• "Customer Data" means any data, content, or information submitted by you or on your behalf through the Service, including data pulled from connected third-party systems.
• "Output" means content generated by the AI features of the Service in response to Customer Data, including summaries, reports, and recommendations.
• "Subscription" means a paid or free-tier access plan authorizing use of the Service for a defined period.
• "Authorized User" means any individual you permit to access the Service under your account.
• "Documentation" means the usage guides, API references, and help content made available at syncop.app.

3. Account Registration

To use the Service, you must create an account using a supported authentication method (currently Google OAuth). You agree to:

• Provide accurate, current, and complete registration information.
• Maintain the security of your account credentials and not share them with unauthorized persons.
• Notify us promptly at security@syncop.app if you suspect unauthorized access to your account.
• Be responsible for all activity that occurs under your account, including actions by Authorized Users.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe have been compromised.

4. Permitted Use

License Grant

Subject to these Terms and timely payment of applicable fees, Syncop grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for your internal business purposes.

Acceptable Use

You agree not to, and not to permit Authorized Users to:

• Use the Service to violate any applicable law, regulation, or third-party right.
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service.
• Sublicense, resell, or offer the Service as a white-label product to third parties without our written consent.
• Introduce malicious code, viruses, or any software that could harm the Service or other users.
• Use automated tools (scrapers, bots, crawlers) to extract data from the Service beyond what is permitted by the API.
• Attempt to gain unauthorized access to other accounts, systems, or networks connected to the Service.
• Use the Service to process data in categories that are prohibited by applicable law without appropriate safeguards.
• Circumvent usage limits, rate limits, or other technical controls.

We may investigate and take action against any use that violates these Terms, including suspension or termination of your account.

5. Subscriptions & Payment

Fees

Subscription fees are described on our pricing page or in an order form. All fees are in US Dollars unless otherwise specified. You authorize us (or our payment processor) to charge your payment method on a recurring basis for the Subscription period selected.

Billing Cycle

Subscriptions are billed in advance on a monthly or annual basis, as selected at checkout. Fees are non-refundable except as expressly set out in these Terms or required by applicable law.

Upgrades & Downgrades

You may upgrade your Subscription at any time; the new rate takes effect immediately and is prorated for the current period. Downgrades take effect at the start of the next billing cycle.

Late Payment

If payment fails, we will notify you and may suspend your access to the Service until payment is received. Accounts unpaid for more than 30 days may be terminated.

Taxes

Fees are exclusive of any taxes, levies, or duties. You are responsible for paying all such amounts. If we are required to collect or pay taxes on your behalf, those amounts will be added to your invoice.

6. Free Trials & Beta

We may offer free trials or access to beta features at our discretion. Unless otherwise stated:

• Free trials are for new customers only and are limited to one trial per organization.
• At the end of a free trial, your account will convert to a paid Subscription or be suspended unless you cancel.
• Beta features are provided "as is" without any warranty or SLA commitment. We may discontinue or substantially change beta features at any time.

7. Customer Data

Your Ownership

You retain all rights, title, and interest in and to Customer Data. These Terms do not grant Syncop any ownership rights in Customer Data.

License to Syncop

You grant Syncop a limited, worldwide, non-exclusive license to access, store, process, and transmit Customer Data solely to: (a) provide the Service to you; (b) prevent or address technical or security issues; and (c) comply with legal obligations. This license terminates when you delete the data or terminate your account, subject to our retention obligations.

Your Responsibilities

You are solely responsible for the accuracy, legality, and appropriateness of Customer Data. You represent that you have all necessary rights to submit Customer Data to the Service and that doing so does not violate any third-party right or applicable law.

Sensitive Data

The Service is not designed to process special categories of personal data (health, biometric, financial account numbers, government IDs, etc.). Do not submit such data unless you have executed a separate agreement with us covering its processing.

8. AI Features

How AI Works in Syncop

Syncop uses large language models (currently Anthropic Claude) to analyze signals from your connected tools — such as Jira tickets, GitHub pull requests, and CI/CD pipelines — and generate product update summaries for stakeholders. Customer Data is sent to Anthropic's API solely to produce these Outputs.

Ownership of Outputs

As between you and Syncop, you own all Outputs generated by the Service from your Customer Data. Syncop assigns to you any rights it may have in such Outputs. You are responsible for how you use, distribute, or rely on Outputs.

Accuracy Disclaimer

AI-generated Outputs are probabilistic by nature and may contain inaccuracies, omissions, or hallucinations. Outputs are not professional advice. You should review all Outputs before relying on them for decisions. Syncop is not liable for decisions made based on AI Outputs.

Prohibited AI Uses

You agree not to use AI features to generate content that is defamatory, discriminatory, harmful, or otherwise unlawful, or to attempt to extract training data, model weights, or system prompts from the Service.

9. Intellectual Property

Syncop Property

The Service, including all software, algorithms, models, interfaces, documentation, and branding, is the exclusive property of Syncop and its licensors. Nothing in these Terms transfers any ownership of Syncop's intellectual property to you.

Feedback

If you provide suggestions, bug reports, or other feedback about the Service, you grant Syncop a perpetual, irrevocable, royalty-free license to use and incorporate that feedback into the Service without any obligation to you.

Usage Data

We may collect and use anonymized, aggregated usage data derived from your use of the Service (e.g., feature usage statistics, performance metrics) to improve the Service and for our business purposes. Such data will not identify you or your organization.

10. Third-Party Integrations

The Service integrates with third-party platforms including Jira, GitHub, GitLab, Linear, CircleCI, and others (each a "Third-Party Service"). When you connect a Third-Party Service:

• You authorize Syncop to access and retrieve data from that Third-Party Service on your behalf using credentials or tokens you provide.
• You represent that you have the rights and permissions necessary to authorize that access.
• The Third-Party Service's own terms and privacy policies govern your relationship with that provider. Syncop is not responsible for the availability, accuracy, or practices of any Third-Party Service.
• If a Third-Party Service changes its APIs or access policies, certain Syncop features may be affected. We will endeavor to update integrations promptly but do not guarantee uninterrupted connectivity.

11. Confidentiality

Each party ("Disclosing Party") may share confidential information ("Confidential Information") with the other party ("Receiving Party"). Confidential Information includes any non-public information designated as confidential or that reasonably should be understood to be confidential given its nature.

The Receiving Party agrees to: (a) keep Confidential Information strictly confidential; (b) use it only to fulfill obligations under these Terms; and (c) not disclose it to third parties except as necessary to provide the Service (and only to parties bound by equivalent confidentiality obligations).

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed by law (with prompt written notice to the Disclosing Party where permitted).

Your Customer Data is treated as your Confidential Information. Our technology, pricing, and non-public roadmap are our Confidential Information.

12. Privacy

Our Privacy Policy describes how we collect, use, and protect personal data in connection with the Service. By using the Service, you agree to the Privacy Policy, which is incorporated into these Terms by reference.

If you are subject to the GDPR or similar data protection laws, please refer to our Privacy Policy for information about data subject rights, lawful bases for processing, and international data transfers.

To the extent the Service involves Syncop processing personal data on your behalf as a data processor, the parties agree to be bound by the Data Processing Addendum available at legal@syncop.app upon request.

13. Security

Syncop implements commercially reasonable technical and organizational measures to protect the Service and Customer Data from unauthorized access, disclosure, or destruction. These measures include encryption in transit (TLS 1.2+) and at rest, access controls, and regular security reviews.

You are responsible for maintaining the security of your account credentials, Authorized User access, and any systems that connect to the Service. Please report any suspected security vulnerabilities to security@syncop.app.

In the event of a confirmed data breach affecting your Customer Data, we will notify you without undue delay and cooperate with your reasonable requests to investigate and remediate the incident.

14. Warranties & Disclaimers

Our Warranty

Syncop warrants that the Service will perform materially in accordance with its Documentation under normal use. If the Service fails to meet this warranty, your sole remedy is for Syncop to use commercially reasonable efforts to correct the issue, or, if correction is not feasible within a reasonable time, to provide a pro-rata refund of prepaid fees for the affected period.

Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SYNCOP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SYNCOP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE.

15. Limitation of Liability

Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability

SYNCOP'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY YOU TO SYNCOP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

Essential Basis

The parties acknowledge that these limitations reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Syncop would not provide the Service without these limitations.

Some jurisdictions do not allow certain liability exclusions. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless Syncop and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service in violation of these Terms;
• Customer Data submitted by you or your Authorized Users;
• Your violation of any applicable law or third-party right;
• Any dispute between you and a Third-Party Service provider.

Syncop will promptly notify you of any claim for which it seeks indemnification and will cooperate reasonably in the defense. You may not settle any claim that imposes obligations on Syncop without our prior written consent.

17. Term & Termination

Term

These Terms commence on the date you first access the Service and continue until your Subscription expires or is terminated in accordance with these Terms.

Termination by You

You may cancel your Subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. No refunds are issued for the remainder of a prepaid period, except where required by law.

Termination by Syncop

We may suspend or terminate your account immediately and without notice if:

• You materially breach these Terms and fail to cure the breach within 15 days of written notice;
• We are required to do so by law or court order;
• Your use poses a security risk to Syncop or other customers;
• You become insolvent, make a general assignment for the benefit of creditors, or become subject to bankruptcy proceedings.

We may also terminate the Service on 30 days' written notice for any reason.

18. Effect of Termination

Upon termination or expiration of your Subscription:

• Your right to access the Service ends immediately.
• You may request an export of your Customer Data within 30 days of termination. After 30 days, we may delete your Customer Data in accordance with our retention schedule.
• Accrued fees and any amounts owed remain payable.
• Sections that by their nature should survive termination (including Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law) will continue in effect.

19. Modifications to the Service

We continuously improve the Service and may modify, add, or remove features at any time. We will provide reasonable notice of material changes that substantially reduce core functionality.

We do not commit to maintaining any specific integration, third-party connector, or AI model version. If we discontinue a material feature on which you rely, your sole remedy is to terminate your Subscription and receive a pro-rata refund of prepaid fees for the unused period.

20. Changes to Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or by a prominent notice in the Service at least 15 days before the changes take effect.

Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you disagree with the updated Terms, you must stop using the Service and cancel your Subscription before the effective date.

21. Dispute Resolution

Informal Resolution

Before filing any formal dispute, both parties agree to attempt to resolve the matter informally by contacting legal@syncop.app. We will try in good faith to resolve any dispute within 30 days of receiving notice.

Binding Arbitration (US Customers)

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is deemed unenforceable, then the arbitration clause above does not apply.

EU/UK Customers

If you are located in the EU or UK, the above arbitration clause does not apply. Disputes will be resolved under the governing law provisions in Section 22.

22. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws provisions. Subject to Section 21, each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any dispute.

If you are located in the EU or UK, nothing in this section limits your rights under mandatory applicable consumer protection laws in your country of residence.

23. General Provisions

24. Contact

If you have questions about these Terms, please contact us:

• Email: legal@syncop.app
• Website: syncop.app

For privacy-related requests, please contact privacy@syncop.app.