Terms and Conditions

Effective Date: June 18th, 2026

Welcome to Synaply Inc!

This Master User Agreement ("Agreement") governs your use of the services provided by Synaply Inc ("Company," "we," "our," or "us"), including all associated software, platforms, and content (collectively, the "Services"). By signing up, accessing, or using our Services, you agree to be bound by this Agreement.

Please read this Agreement carefully before proceeding.

1. Services and Support

Synaply Inc provides access to software, tools, and platforms designed for your business needs. Support services are outlined in any applicable service plan.

You are responsible for maintaining the confidentiality of your account credentials and all activities occurring under your account. Synaply Inc is not liable for any unauthorized access due to your failure to secure your credentials.

2. Grant of License

2.1 License Grant: Synaply Inc grants you a non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes.

2.2 API Usage: If you access Synaply Inc APIs, you agree to abide by applicable usage limits, security measures, and technical documentation.

2.3 Restrictions:

• Do not sublicense, sell, rent, or lease the Services.
• Do not reverse engineer, disassemble, or otherwise attempt to derive the source code.
• Do not use the Services to create competing products.
• Do not engage in activities that disrupt the Services.

2.4 Responsibilities: You are responsible for ensuring all end users comply with this Agreement.

3. Content Ownership

3.1 User Content: You retain ownership of content and data you submit to the Services ("User Content"). By submitting User Content, you grant Synaply Inc a worldwide, royalty-free license to use, process, and display such content solely to provide the Services.

3.2 Data Usage and Processing: Synaply Inc processes and stores your data in compliance with applicable data protection laws. See our Privacy Policy for more information.

4. Intellectual Property Rights

4.1 Company Ownership: Synaply Inc retains all rights, title, and interest in the Services, including all associated intellectual property.

4.2 Feedback: If you provide feedback or suggestions, we may use such input without restrictions or compensation.

5. Confidentiality and Data Protection

5.1 Confidential Information: "Confidential Information" includes non-public information shared by either party, such as business, financial, and technical details. Both parties agree to maintain the confidentiality of such information and not disclose it to third parties without prior written consent. The confidentiality obligations will survive termination of this Agreement for a period of three (3) years.

5.2 Data Protection: Synaply Inc implements commercially reasonable measures to protect your data. We will notify you of any data breach affecting your personal data without undue delay and, where required, no later than 72 hours after we confirm it.

5.3 Security Disclaimer: Synaply Inc implements industry-standard security practices to protect your data. However, you acknowledge that no system is completely secure, and Synaply Inc cannot guarantee that unauthorized access or breaches will never occur. To the fullest extent permitted by law, Synaply Inc disclaims any liability for any unauthorized access, breach, or loss of data resulting from circumstances beyond our reasonable control.

6. Payment of Fees

6.1 Fees: You agree to pay all applicable fees as described in the pricing schedule.

6.2 Billing: Payments are processed on a subscription or usage basis, as applicable. Failure to make timely payments may result in suspension or termination of Services.

6.3 Taxes: You are responsible for all applicable taxes.

7. Term and Termination

7.1 Termination by You: You may terminate your account at any time.

7.2 Termination by Us: We reserve the right to terminate or suspend your access to the Services for any violation of this Agreement.

7.3 Effect of Termination: Upon termination, your access to the Services will cease, and any User Content may be deleted. Synaply Inc will delete your data within 30 days unless required by law to retain it.

7.4 Survival: The following sections shall survive termination of this Agreement: 3 (Content Ownership), 5 (Confidentiality and Data Protection), 9 (Warranties and Disclaimers), 10 (Indemnity), and 12 (General Provisions).

8. Right to Reject and Prevent Access to Services

Synaply Inc reserves the right to refuse service, block access, or remove content that violates this Agreement or applicable laws.

9. Warranties and Disclaimers

9.1 Services Provided "As-Is": The Services are provided on an "as-is" and "as-available" basis without warranties of any kind, either express or implied.

9.2 No Guarantee: Synaply Inc does not warrant that the Services will be error-free, uninterrupted, or meet your expectations.

9.3 Limitation of Liability: To the maximum extent permitted by applicable law, Synaply Inc's total liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you for the Services during the twelve (12) months preceding the event giving rise to the claim. In no event shall Synaply Inc be liable for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

9.4 Beta Features: From time to time, Synaply Inc may release beta features for testing purposes. Such features are provided "as-is" without warranties and may be removed at any time.

10. Indemnity

You agree to indemnify and hold Synaply Inc, its affiliates, directors, employees, and agents harmless from any claims, losses, or damages arising out of your breach of this Agreement or misuse of the Services.

11. Third-Party Integrations

Synaply Inc may integrate with or allow access to third-party services, tools, or applications ("Third-Party Services"). Your use of such Third-Party Services is subject to their own terms and conditions, and Synaply Inc is not responsible for their availability, performance, or functionality. Synaply Inc assumes no liability for any data shared with or processed by Third-Party Services, and you are encouraged to review their terms and privacy practices carefully before use.

11.1 Connected Services and Google User Data: Synaply lets you, or your organization's administrator, connect third-party services such as Google Workspace so that Synaply can build a private, permission-aware search index over your own organization's content. You represent that you are authorized to connect each account and to grant Synaply read-only access to its data, including via Google Workspace domain-wide delegation where applicable. Synaply accesses connected data on a read-only basis only and does not create, modify, or delete content in any connected service. Synaply's access to and use of Google user data is governed by our Privacy Policy and complies with the Google API Services User Data Policy, including its Limited Use requirements; such data is never sold, never used for advertising, and never used to train generalized or foundation AI/ML models. You may disconnect a service at any time; on disconnection or request, Synaply deletes the associated indexed data within 30 days.

12. General Provisions

12.1 Governing Law: This Agreement shall be governed by the laws of Ontario, Canada, without regard to conflicts of laws principles.

12.2 Dispute Resolution: Any disputes shall be resolved through binding arbitration in Ontario, Canada, in accordance with the rules of the International Chamber of Commerce (ICC).

12.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

12.4 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

12.5 Waiver: Failure to enforce any provision does not constitute a waiver.

12.6 Assignment: You may not assign your rights or obligations under this Agreement without prior written consent. Synaply Inc may assign this Agreement without restriction.

12.7 Force Majeure: Synaply Inc shall not be liable for delays or failures due to causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, cyberattacks, system-wide internet failures, or other disruptions beyond Synaply Inc's control.

12.8 Compliance with Export Laws: You agree to comply with all applicable export control laws and regulations. You will not use the Services in jurisdictions subject to trade restrictions or sanctions.

12.9 Notices: Synaply Inc may provide notices by email, through the Services, or by posting an updated Agreement on our website.

12.10 Data Processing Addendum: For customers subject to data protection laws, Synaply makes a Data Processing Addendum (DPA) available on request; where executed, the DPA governs the processing of personal data and controls over any conflicting term in this Agreement.

Contact

If you have any questions regarding this Agreement, please contact us at info@synaply.io.

By creating an account and/or using the Services, you acknowledge that you have read, understood, and agree to this Master User Agreement.