Terms of Service

1.About these Terms

These Terms of Service (the "Terms") are a binding agreement between SYNTRA LLC ("Syntra", "we", "us" or "our"), of 8 The Green, Dover, Delaware 19901, and the business or individual that registers for or uses the Services ("Customer", "you" or "your"). Together with any plan you select or order you place (each an "Order") and our Privacy Policy, they govern your access to and use of Syntra's website, platform, applications and AI-powered services (the "Services").

By creating an account, placing an Order, or accessing or using the Services in any way, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you represent that you have authority to bind it to these Terms, and "you" refers to that organisation. If you do not agree, you must not use the Services.

The Services are intended for business use only, and not for personal, household or consumer purposes.

2.Definitions

• Account - the account you create to access and configure the Services.
• AI Agent - the AI-powered features that make and answer calls, send messages, respond to enquiries, take bookings and otherwise act on your behalf as you configure them.
• Customer Data - any data, content, prompts, scripts, knowledge, contact records and other materials you or your End Users provide to, or generate through, the Services.
• End User - any customer, client, patient, contact or other person who interacts with you through the Services.
• Output - content, responses, summaries, transcripts and other results generated by the Services for you.
• Subscription - your right to access the Services under a plan for the term set out in your Order.

3.Eligibility & authority

To use the Services you must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to form a legally binding contract. You must not be barred from using the Services under the laws of any applicable jurisdiction, including trade, sanctions and export-control laws.

If you use the Services on behalf of an organisation, you confirm you are authorised to bind that organisation, and that it has not previously been suspended or removed from the Services.

4.Your account

To access most features you must create an Account. You agree to provide accurate, current and complete information and to keep it up to date. You are responsible for safeguarding your login credentials and for all activity that occurs under your Account.

• Keep your passwords and access credentials confidential and enable available security controls.
• You are responsible for the acts and omissions of your authorised users and for their compliance with these Terms.
• Notify us promptly at hello@syntra.ai of any unauthorised use of, or security incident affecting, your Account.

5.Subscriptions, fees & billing

Paid Services are provided on a subscription basis under the plan and pricing set out in your Order. Unless stated otherwise:

• Fees are billed in advance on a recurring basis (monthly or annually) and your Subscription renews automatically for successive periods until cancelled.
• You authorise us and our payment processors to charge your payment method for all fees, including applicable usage-based charges, when due.
• Fees are exclusive of taxes; you are responsible for any sales, use, VAT, GST or similar taxes, other than taxes on our income.
• If a payment fails or is overdue, we may suspend the Services until amounts are paid. Any free trial converts to a paid Subscription at the end of the trial unless you cancel beforehand.

6.Beta & early-access features

We may offer features identified as beta, preview or early access. These are provided "as is" for evaluation, may be changed or withdrawn at any time, may not be as reliable as generally available features, and should not be relied upon in production. Beta features may be subject to additional terms.

7.Cancellation & refunds

You may cancel your Subscription at any time from your Account settings or by contacting us; cancellation takes effect at the end of your current billing period, and you retain access until then. Except where required by law or expressly stated in an Order, fees already paid are non-refundable and we do not provide refunds or credits for partial periods, unused features or downgrades.

8.Changes to the Services

We are continually improving the Services and may add, modify or remove features, models or integrations over time. We will use reasonable efforts to give you notice of material adverse changes. We may also discontinue the Services, in whole or in part, on reasonable notice.

9.Acceptable use

You must use the Services in line with our Acceptable Use Policy. In summary, you agree not to, and not to permit anyone to, use the Services to:

• Break any applicable law or regulation, or infringe the rights of others;
• Send spam, unlawful, deceptive, harassing, harmful or fraudulent communications;
• Upload malware, or attempt to gain unauthorised access to, probe, or disrupt the Services or their infrastructure;
• Reverse engineer, decompile, or attempt to extract the source code or underlying models of the Services, except to the extent this restriction is prohibited by law;
• Resell, sublicense or provide the Services to third parties except as expressly permitted, or use them to build a competing product or train a competing model.

10.Your responsibilities for the AI Agent

When you configure the AI Agent to make or answer calls, send messages (by SMS, email, WhatsApp or chat), take bookings, or otherwise communicate with your End Users, you direct how it behaves, and you are responsible for that activity as though it were carried out by you. In particular, you are responsible for:

• Consent and permissions - obtaining and maintaining all consents, permissions and lawful bases required to contact your End Users through the channels you enable, and honouring opt-outs and do-not-contact requests;
• Communications and recording laws - complying with all laws that apply to your communications, including marketing, telemarketing, electronic-messaging, call-recording and consumer-protection laws (for example, giving any notice or obtaining any consent required to record or monitor calls in the relevant jurisdiction);
• Content you supply - ensuring the scripts, prompts, knowledge, pricing and other content you provide are accurate, lawful and not misleading;
• Appropriate use - not using the AI Agent for emergency, life-safety or other critical communications where a failure or delay could result in harm. The Services are not a substitute for emergency services or for a qualified human where one is required.

You will indemnify us for claims arising from your communications, your content, or your failure to obtain any required consents (see Indemnification).

11.AI outputs & no professional advice

Output is generated using artificial intelligence and machine-learning models (including third-party models) and may be inaccurate, incomplete or otherwise unsuitable for your purpose. Given the nature of AI, Output may not be unique and similar results may be generated for other customers.

You are responsible for reviewing and verifying Output before relying on it, sending it to an End User or publishing it. The Services support, and do not replace, human judgement, and Output does not constitute legal, medical, financial or other professional advice. You remain solely responsible for decisions made and actions taken using the Services. See our Responsible AI page for how we approach this.

12.Your data & content

As between you and us, you retain all rights in your Customer Data. You grant us a worldwide, non-exclusive licence to host, store, process, transmit and display Customer Data, and to create Output, solely to provide, maintain, secure and improve the Services and as otherwise instructed by you.

You are responsible for your Customer Data, including its accuracy, quality and legality, for the rights needed to provide it to us, and for giving your End Users any notices and obtaining any consents required for us to process their information on your behalf. Our handling of personal data is described in our Privacy Policy and, where we act as your processor, our Data Processing Addendum.

13.Service improvement & machine learning

We may process data about how the Services are used to operate, secure, troubleshoot and improve them, and we may generate aggregated and de-identified data for analytics and product development. We do not sell your Customer Data. We will not use Customer Data that identifies you or your End Users to train machine-learning models made available to other customers, except in aggregated or de-identified form or with your permission.

14.Intellectual property

The Services, including all software, models, designs, text, graphics and logos, and all related intellectual property, are and remain owned by Syntra and its licensors. We grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services during your Subscription, subject to these Terms.

As between you and us, and subject to your compliance with these Terms and to any third-party rights, you own the Output generated for you. If you send us suggestions or feedback, you grant us a perpetual, worldwide, royalty-free licence to use it to improve the Services. No rights are granted to you except as expressly set out in these Terms.

15.Third-party services

The Services may integrate with, or link to, third-party products and services (for example telephony, messaging, calendar, payment and AI-model providers). Your use of those services is governed by their own terms, and we are not responsible for them. Where you connect a third-party service, you authorise us to exchange data with it as needed to provide the Services. The third parties we rely on are listed on our Sub-processors page.

16.Confidentiality

Each party may access the other's non-public information ("Confidential Information"). Each party will use the other's Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. This does not apply to information that is public, independently developed, or rightfully obtained without a duty of confidentiality. We treat your Customer Data as your Confidential Information.

17.Privacy & data protection

Our Privacy Policy explains how we handle personal data for which we act as controller. Where we process personal data contained in Customer Data on your behalf, we do so as your processor under our Data Processing Addendum, which forms part of these Terms where it applies. You are the controller of your End Users' personal data and are responsible for the lawful basis for its processing.

18.Availability & support

We aim to keep the Services available and reliable, but except where a separate service-level agreement applies, the Services are provided without any uptime guarantee. We may perform scheduled or emergency maintenance, and availability may be affected by factors outside our control. Support is provided in line with your plan.

19.Suspension & termination

You may stop using and cancel the Services at any time. We may suspend or terminate your access, in whole or in part, if you materially breach these Terms, fail to pay, create a security or legal risk, or as required by law - where practicable, with notice and an opportunity to cure.

On termination, your right to use the Services ends. For a limited period afterwards you may export your Customer Data; after that, we may delete it in accordance with our Privacy Policy and standard retention practices. Provisions that by their nature should survive termination will survive.

20.Disclaimer of warranties

THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR ACCURATE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE MAY NOT APPLY TO YOU.

21.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS OR YOUR INDEMNIFICATION OBLIGATIONS.

22.Indemnification

You will defend, indemnify and hold harmless Syntra and its officers, directors, employees and agents from and against any claims, damages, losses, liabilities and reasonable expenses (including legal fees) arising out of or related to your use of the Services, your Customer Data, your communications with End Users, your failure to obtain any required consents, or your breach of these Terms.

23.Governing law & disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other; if it cannot be resolved within 30 days, the dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to venue there.

Nothing in this section prevents either party from seeking injunctive or equitable relief to protect its intellectual property or Confidential Information.

24.Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new "last updated" date or by notifying you through the Services. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

25.General

• These Terms, together with any Order, our Privacy Policy and any applicable Data Processing Addendum, are the entire agreement between us on their subject matter.
• You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver of it.
• Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure).
• The parties are independent contractors; these Terms create no partnership, agency or employment relationship, and confer no rights on third parties.
• Notices to you may be given through the Services or to your Account email; notices to us should be sent to hello@syntra.ai.

26.Contact us

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

SYNTRA LLC
8 The Green, Dover, Delaware 19901
hello@syntra.ai