Terms of Service (US / Global)

Effective as of March 6, 2025

General

By accessing and using Synclip’s APIs, software, tools, data, documentation, or website (collectively, the “Services”), you agree to be bound by these Terms and all applicable laws and regulations, and any future updates. You also represent that you are 18 years or older and legally able to enter into a binding contract.

Unless otherwise specified, these Terms together with policies referenced herein (including the Privacy Policy) constitute the entire agreement between you and Synclip regarding your access to and use of the Services, superseding any prior or contemporaneous agreements or understandings on that subject. Service- specific terms or any applicable enterprise agreements may also apply where relevant.

No agency, partnership, joint venture or other relationship is intended or created by your use of the Services. You may not assign any rights or obligations under these Terms; we may assign these Terms in connection with a merger, acquisition, sale of assets, or corporate reorganization.

1. Privacy Statement

Our Privacy Policy explains how we collect, use and disclose personal information you provide to us when you access and use the Services. Where you accept these Terms on behalf of an entity, our Data Processing Addendum (DPA) governs our processing of personal data contained in the content you input. We may also process certain personal data for our own business purposes (e.g., billing, account management, analytics, benchmarking, support, product and AI model development, system improvement and compliance).

2. License to Use the Services

We grant you a non-exclusive right to access and use the Services under these Terms. Synclip retains all right, title and interest in the Services; no transfer of title is made. You may authorize employees, affiliates and contractors to use the Services on your behalf where applicable, but may not authorize third parties to use the Services. You are responsible for all activity under your account and must maintain its security. Notify us promptly if you suspect unauthorized access.

You may not, among other restrictions: (a) download, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, or sell any proprietary technology in the Services, except for browser-cached temporary files, as expressly permitted herein, and excluding Your Content; (b) submit or store illegal, infringing, obscene, violent, harassing, hateful, deceptive, privacy- invasive or otherwise objectionable content; (c) use the Services for bullying, disruptive or objectionable purposes, political campaigning or lobbying, or to facilitate violence, crime or harm; (d) frame, replicate or build an interface to access the Services without our permission; (e) duplicate, decompile, reverse engineer, disassemble or decode the Services; (f) misuse or remove copyright, trademark or other proprietary notices; (g) use cheats, bots or unauthorized software to modify the Services; (h) impersonate others or attempt to generate impersonating outputs without authorization; (i) overload or interfere with the Services; (j) attempt unauthorized access; (k) circumvent or degrade technological measures; (l) scrape or mine data; (m) introduce malware; (n) build competitive products or benchmark; (o) violate laws; (p) use or distribute Outputs in a misleading way, and where required, disclose that Outputs are AI-generated.

3. License to Your Content

You own Your Input and Outputs as between you and Synclip. Subject to these Terms, you may use Outputs for your purposes, including commercial use. Due to the nature of generative AI, Outputs may be similar to those independently generated by other users. Synclip does not claim ownership of Your Content; by using the Services, you grant synclip a transferable, sublicensable, worldwide, royalty-free and irrevocable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute and modify Your Content to operate, improve, promote and provide the Services and to develop new services and products, including to train or improve AI/ML models, subject to applicable law.

4. Term and Termination

These Terms take effect when you first access the Services and remain until terminated. You may terminate at any time by discontinuing use and deleting your account. We may suspend or terminate your access immediately without notice for any reason, including suspected or actual violations. Upon termination, we may delete Your Content and you must cease use and delete any Outputs and materials obtained from the Services in your possession if termination is for cause. For convenience terminations not due to your breach, Synclip may refund prepaid, unearned fees where applicable.

5. Confidentiality

You may receive Confidential Information of Synclip or third parties. Use it only as needed to access/use the Services under these Terms, protect it with reasonable care at least as protective as your own, and provide prior notice where legally compelled to disclose, using reasonable efforts to limit disclosure.

6. Subscription; Payment

Certain features require a recurring Subscription. Subscriptions auto-renew unless canceled; additional Services added mid-term will be charged pro-rata. If payment fails, we may suspend access or attempt to update your payment method. Fees are non-refundable except as required by law. Prices may change; we will provide prior notice, and renewals will be at then-current pricing unless you cancel.

If usage exceeds included volume, overage fees apply. You warrant you have the right to use any payment method provided and agree to pay all charges, taxes and applicable recovery costs. Refunds are only where required by law. Synclip reserves the right to impose conditions on promotions, refuse transactions, or change payment options.

7. Exclusions and Limitations

THE SERVICES ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY LAW, WE AND OUR REPRESENTATIVES DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON- INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICES OR THAT CONTENT WILL BE SECURE OR NOT LOST/ALTERED. Evaluate Outputs for your use case and perform human review where appropriate; factual assertions may be inaccurate, incomplete or outdated.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR REPRESENTATIVES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE LIABILITY AROSE OR $100, WHICHEVER IS GREATER.

8. Revisions and Errors

The Services may include technical, typographical, or photographic errors. We do not warrant accuracy, completeness, or currency and may change the Services at any time without notice. We are not obligated to update the Services.

9. Redistribution or Republication

Redistribution or republication of any part of the Services is prohibited unless permitted by these Terms or with our express written consent.

10. Third-Party Material

We do not monitor third-party sites/services linked from the Services and are not responsible for their content or practices. Your interactions with third parties are governed by their terms and policies. We do not warrant or assume liability for third-party materials, products, or services. Evaluate such sites and services before use.

11. Our Intellectual Property

The Services contain intellectual property owned by Synclip and/or our Representatives, including trademarks, copyrights, proprietary information, and the look and feel. You may not exploit any portion of the Services or IP without our prior written consent. We may immediately restrict/terminate access for violations.

12. Copyright Complaints

If you believe your IP rights are infringed, contact: legal@synclip.com with (1) signature; (2) work identification; (3) infringing material/location; (4) contact info; (5) good-faith statement; (6) accuracy and authority statement under penalty of perjury. We may remove content and terminate repeat infringers.

13. Indemnification

You will indemnify and hold Synclip and its Representatives harmless from claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of your breach, violation of law, or use of the Services/Outputs. You will provide reasonable assistance in our defense and may not settle without our prior written consent.

14. Force Majeure

We are not liable for failure or delay due to events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, governmental actions, natural disasters, power outages or network failures.

15. Waiver

Failure to exercise any right shall not constitute a waiver. Waivers must be in writing and signed by an authorized representative.

16. Dispute Resolution

SUBJECT TO APPLICABLE LAW, YOU AND SYNCLIP AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION (EXCEPT FOR SMALL CLAIMS OR CLAIMS SOLELY FOR INJUNCTIVE RELIEF OR IP DISPUTES). YOU MAY OPT OUT BY WRITTEN NOTICE WITHIN 30 DAYS OF FIRST ACCESS. BEFORE FORMAL PROCEEDINGS, YOU AGREE TO ATTEMPT INFORMAL RESOLUTION BY NOTICE TO SYNCLIP INCLUDING YOUR NAME, DISPUTE DESCRIPTION, RELIEF SOUGHT, AND CONTACT METHOD. IF NOT RESOLVED IN 60 DAYS, YOU MAY FILE A FORMAL PROCEEDING. ARBITRATION SHALL BE ADMINISTERED UNDER APPLICABLE RULES BEFORE A SINGLE ARBITRATOR. UNLESS PROHIBITED BY LAW, PROCEEDINGS ARE CONFIDENTIAL. THESE TERMS ARE GOVERNED BY CALIFORNIA LAW, WITH EXCLUSIVE VENUE IN LOS ANGELES COUNTY COURTS FOR NON-ARBITRABLE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROCEEDINGS MUST BE BROUGHT INDIVIDUALLY AND NOT AS PART OF A CLASS OR REPRESENTATIVE ACTION.

You agree that breaches may cause irreparable harm for which monetary damages are inadequate and that Synclip shall be entitled to equitable relief without bond.

17. Notification of Changes

We may modify these Terms and update the “Last Revised” date. We will use reasonable efforts to notify you of material changes via email or in-product notification. Other changes are effective upon posting. Your continued use after changes take effect constitutes acceptance. If you do not agree, stop using the Services.

18. Export Controls

You agree not to export or re-export the Services in violation of applicable laws, including to embargoed countries or restricted parties. You represent that you are not located in any such jurisdiction or on any such list and will comply with all export laws and regulations.

19. Feedback

Feedback you provide becomes Synclip’s sole and exclusive property and may be used and disclosed for any purpose without notice or compensation. You assign all rights in Feedback to Synclip; where assignment is not permitted, you waive any moral rights to the extent allowed by law.

20. Mobile Terms

If you download our mobile app from an app store, you acknowledge the app’s availability depends on the store and that these Terms are between you and Synclip, not the store. You must comply with store terms. The store may be a third-party beneficiary to enforce these Terms. Synclip is solely responsible for the app and Services.

21. California Residents

California residents may report complaints to the California Department of Consumer Affairs, Consumer Services Division, Complaint Assistance Unit, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22. Contact Us

Contact: legal@synclip.com