Terms of Service

1. Service Description

Syncello provides an AI-powered automation platform that helps businesses monitor, analyze, and manage workflows across connected third-party services. The Service includes a web application, browser extension, API, and AI agent.

The core capabilities of the Service include system health monitoring, which analyzes and reports on the structure and dependencies of your automation workflows; error capture, which detects and logs automation errors from connected platforms to enable diagnostics and reporting; Syncello AI, an intelligent agent that can interact with your connected platforms on your behalf in response to your explicit instructions; and the Syncello API, which provides programmatic access to the Service's capabilities for integration with external tools and workflows.

The Service uses artificial intelligence to analyze automation workflows, diagnose errors, and perform actions on your behalf within connected third-party platforms. You acknowledge that AI-generated outputs and recommendations require review before use in production environments, and that actions taken by the AI agent on connected platforms are performed at your direction and under your responsibility.

2. Account Registration

To use the Service, you must create an account by providing accurate and complete information, including a valid email address. You may also register using a supported third-party authentication provider such as Google or Microsoft. You agree to keep your account credentials confidential, to notify us immediately of any unauthorized access to your account, and to accept responsibility for all activity that occurs under your account.

We may suspend or terminate accounts that violate these Terms, that are used for fraudulent or abusive purposes, or that remain inactive for an extended period. We will make reasonable efforts to notify you before taking such action except where immediate action is necessary to protect the security of the Service or its users.

3. Subscription Plans and Billing

The Service is offered under multiple subscription tiers with varying features and usage limits. Current plans and pricing are available on our pricing page. Plans may include monthly limits on AI usage and metered API calls.

New accounts may include a free trial period. No credit card is required to begin a trial. At the end of the trial period, you must subscribe to a paid plan to continue using the Service.

Paid subscriptions are billed in advance on a monthly or annual basis through our payment processor, Stripe. Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. Upon cancellation, you will retain access to the Service until the end of your current billing period, after which your account will revert to any available free tier or become inactive.

Annual plans include a thirty (30) day money-back guarantee. Monthly plans are non-refundable. We may change subscription prices with at least thirty (30) days' advance notice. Price changes take effect at your next renewal date and do not apply retroactively to the current billing period.

4. AI-Generated Content and Agent Actions

The Service uses artificial intelligence to generate automation code, analyze workflows, and perform actions on your behalf within connected third-party platforms. You acknowledge and agree that AI-generated outputs, including code, recommendations, and diagnostic reports, may contain errors, inaccuracies, or unexpected behavior. You are solely responsible for reviewing, testing, and validating all generated code before deploying it to a production environment. Generated outputs are provided "as is" without warranty of any kind, and we do not guarantee that generated code will function correctly in your specific environment.

When you instruct the AI agent to perform actions on a connected platform — such as sending an email, creating a file, modifying a calendar event, or writing data to a spreadsheet — those actions are executed at your direction and on your behalf. You are solely responsible for the instructions you provide to the agent and for the consequences of actions the agent takes in response. We strongly recommend reviewing the agent's proposed actions before confirming execution, particularly for actions that send communications to third parties or modify shared data.

We do not guarantee the availability, accuracy, or timeliness of actions performed through third-party platform APIs, and we are not liable for any damages resulting from errors, delays, or failures in third-party services.

5. Usage Limits and Restrictions

Each subscription plan includes usage limits that may apply to AI interactions, API calls, and other metered features. Usage limits reset at the beginning of each billing cycle. If you exceed your plan's limits, certain features may become temporarily unavailable until the next billing cycle or until you upgrade to a higher tier.

To ensure the quality and availability of the Service for all users, we enforce rate limits on API requests and other resource-intensive operations. We reserve the right to throttle or temporarily restrict access to accounts that generate excessive load or that exhibit patterns consistent with automated abuse.

Features described as "unlimited" within a subscription plan are subject to a fair use policy. We reserve the right to contact you and, if necessary, limit usage that materially exceeds normal patterns or that degrades the experience of other users.

6. Third-Party Integrations

The Service integrates with third-party platforms including Google Workspace, Microsoft, Podio, Tape, ShareFile, Slack, BatchData, QuickBooks, and Stripe. When you connect a third-party platform, you authorize us to access your data on that platform to the extent necessary to provide the Service, including reading, creating, modifying, and transmitting data in response to your instructions to the AI agent.

Your use of each connected third-party platform is governed by that platform's own terms of service and privacy policy, and you are responsible for ensuring that your use of the Service complies with those terms. We do not control and are not responsible for the availability, accuracy, security, or functionality of any third-party platform. If a third-party provider discontinues its service, modifies its API, or revokes our access, we may discontinue or limit the related integration without liability to you.

You may disconnect any integration at any time through your account settings or through the third-party platform directly. Upon disconnection, we will delete the stored credentials associated with that integration and cease all access to the third-party platform on your behalf.

7. User Content

You retain all ownership rights in content you upload, submit, or create through the Service, including prompts, configuration data, and any code outputs generated on your behalf. By using the Service, you grant us a limited, non-exclusive, worldwide license to host, store, and process your content solely for the purpose of providing and improving the Service. This license terminates when you delete your content or your account, except with respect to anonymized and aggregated data that cannot be used to identify you.

We may use anonymized, aggregated data derived from your usage of the Service to analyze trends, diagnose issues, and improve performance. This data does not include personally identifiable information or the content of your third-party platform data.

You represent and warrant that you have all rights necessary to submit your content to the Service, and that your content does not violate the intellectual property rights, privacy rights, or other legal rights of any third party.

8. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not use the Service to violate any applicable law or regulation, to infringe on the intellectual property or privacy rights of any third party, or to upload or transmit malicious code, viruses, or any content intended to harm the Service or its users.

You may not attempt to gain unauthorized access to the Service, its underlying systems, or the accounts of other users. You may not circumvent, disable, or interfere with any security measures or access controls. You may not use automated tools, scripts, or bots to access the Service in a manner that exceeds reasonable usage or that places undue burden on our infrastructure. You may not resell, sublicense, or redistribute access to the Service without our prior written authorization. You may not reverse engineer, decompile, or attempt to extract the underlying models, algorithms, or source code of the Service.

We reserve the right to suspend or terminate any account that violates this policy, without prior notice and without refund, where we reasonably determine that immediate action is necessary to protect the Service or its users.

9. Intellectual Property

The Service, including its design, user interface, features, documentation, and underlying technology, is owned by Syncello and is protected by applicable intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, service marks, or branding, except as necessary to use the Service in the ordinary course.

You own the code and other outputs generated for you through the Service. However, we do not warrant that generated outputs will not infringe the intellectual property rights of third parties, and you are solely responsible for ensuring that your use of generated outputs complies with applicable law.

If you provide feedback, suggestions, bug reports, or other input regarding the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that feedback into the Service without restriction or obligation to you.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYNCELLO DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR INTENDED PURPOSE; THAT ACTIONS PERFORMED BY THE AI AGENT ON CONNECTED PLATFORMS WILL EXECUTE WITHOUT ERROR OR DELAY; OR THAT THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE OR FUNCTION AS EXPECTED. YOU USE THE SERVICE AND RELY ON ITS OUTPUTS ENTIRELY AT YOUR OWN RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNCELLO, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SYNCELLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF THE AMOUNTS PAID BY YOU TO SYNCELLO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100).

THESE LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM YOUR BREACH OF THE ACCEPTABLE USE POLICY, YOUR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, OR EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT.

12. Indemnification

You agree to indemnify, defend, and hold harmless Syncello and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, your violation of any applicable law or the rights of any third party, the content you submit through the Service, or any actions taken by the AI agent at your direction on connected third-party platforms.

13. Termination

You may cancel your subscription and delete your account at any time through your account settings. Upon cancellation of a paid subscription, you will retain access to the Service until the end of your current billing period.

We may suspend or terminate your access to the Service if you violate these Terms, fail to pay applicable fees, or if we reasonably determine that your continued use poses a risk to the security or integrity of the Service or its users. We will make reasonable efforts to notify you before taking such action, except where immediate action is necessary.

Upon termination of your account, your right to access and use the Service ceases immediately. We will delete your personal data within thirty (30) days of termination, except where retention is required by applicable law or necessary to resolve disputes or enforce our agreements. Provisions of these Terms that by their nature should survive termination — including Disclaimer of Warranties, Limitation of Liability, Indemnification, and Dispute Resolution — shall remain in full force and effect.

14. Changes to Terms

We may update these Terms from time to time to reflect changes in the Service, our business practices, or applicable law. When we make material changes, we will update the "Last Updated" date at the top of this page and notify you by email or through an in-app notification at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree with the revised Terms, you must discontinue use of the Service before the changes take effect.

15. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Before initiating any formal dispute, you agree to contact us at [email protected] to attempt to resolve the matter informally. We will make good faith efforts to resolve any dispute within thirty (30) days of receiving your notice.

Any dispute that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware, shall be conducted by a single arbitrator, and the arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST SYNCELLO.

16. General Provisions

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Syncello regarding your use of the Service and supersede all prior agreements, representations, and understandings relating to the same subject matter.

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Syncello.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations freely in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by these Terms.

17. Contact Us

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

Syncello LLC
Email: [email protected]