Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Syncro Advisory Group LLC d/b/a Syncro, a New York limited liability company (“Syncro,” “we,” “us,” or “our”), and they govern your access to and use of the Syncro web and mobile applications, the joinsyncro.com website, and the related services we provide (collectively, the “Service”). By creating an account, clicking a button to accept these Terms, or using the Service, you agree to be bound by them. If you do not agree, do not use the Service.

Important notices. Section 16 contains a binding arbitration agreement and class-action waiver that govern how disputes between you and Syncro are resolved. You have a 30-day right to opt out, described in that section. Section 14 limits our liability to you.

1. The Service

Syncro is a unified email, calendar, and tasks client that connects to your Gmail or Microsoft 365 account through the official Google and Microsoft APIs, with optional AI features. What the Service collects and how it handles your data is described in our Privacy Policy, which is incorporated into these Terms by reference.

2. Eligibility and accounts

You must be at least 16 years old to use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you and that organization.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us promptly at [email protected] if you suspect unauthorized access.

3. Private alpha and beta features

The Service is currently offered in a private alpha. Alpha and beta features are provided “as is,” may change materially or be removed without notice, are not covered by any service-level agreement, and may produce unexpected results. We may impose usage limits, throttle access, or restrict invitations during the alpha. Continued use after a material change to the Service constitutes acceptance of the change.

4. Subscriptions, trial, and billing

Syncro is offered on a paid subscription basis with a 7-day, card-up-front free trial. You may cancel at any time during the trial without charge. After the trial, your subscription automatically renews on a monthly basis at the then-current rate until you cancel. You authorize us (and our Merchant of Record, Dodo Payments) to charge your payment method for the subscription fee plus any applicable taxes on each renewal.

Billing is handled by Dodo Payments as our Merchant of Record. Dodo’s terms apply to the payment transaction itself. Fees are quoted exclusive of taxes; you are responsible for any sales, use, value-added, withholding, or similar taxes assessed in connection with your subscription.

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period; you will retain access through that period. Except where required by law, fees paid are non-refundable, and partial periods are not pro-rated. We may change our pricing on at least 30 days’ notice; price changes take effect at your next renewal.

5. Connected providers

To use the Service you must connect at least one Google or Microsoft 365 account. Your use of those providers is governed by their respective terms, and you are responsible for complying with them. We request only the OAuth scopes listed in our Privacy Policy. You may disconnect a connected account at any time, which revokes our access where the underlying provider supports programmatic revocation and queues associated data for deletion in our systems.

6. AI features

AI features are optional and run in one of three tiers: No-AI (disabled), Bring-Your-Own-Key (“BYOK”), and Managed. Under BYOK, you supply an API key for the AI provider of your choice; the call is made directly from our backend to that provider using your key, and that provider’s terms and privacy policy govern its handling of the request. You are responsible for keeping your provider account in good standing and for any fees, content restrictions, or rate limits that provider imposes. Under Managed, calls are made by us using our key with Anthropic; Anthropic’s terms govern its handling of the request.

AI output may be inaccurate, incomplete, or otherwise unsuitable for your purpose. You are responsible for reviewing AI-generated content before you act on it. Every AI mutation — send, archive, delete, RSVP, schedule — requires your explicit confirmation; Syncro does not take automated actions on your provider accounts.

7. Acceptable use

You will not, and will not permit anyone else to:

• use the Service to send spam, phishing, malware, harassing content, or anything that violates law or another person’s rights;
• violate the terms of a connected provider (Gmail, Outlook, Google Calendar, Microsoft 365) or any AI provider you have connected via BYOK;
• attempt to circumvent the AI master kill switch, the explicit-confirmation requirement for AI mutations, or the routing isolation between BYOK and Managed tiers;
• reverse engineer, decompile, or attempt to extract the source code or model weights of the Service, except to the extent expressly permitted by law;
• use the Service to build a competing product, to train machine-learning models, or to scrape data at scale;
• probe, scan, or test the vulnerability of the Service outside our responsible-disclosure program;
• use the Service with Protected Health Information, regulated financial data subject to GLBA, classified government information, or other workloads with specialized regulatory requirements; or
• interfere with or disrupt the Service or the infrastructure we rely on, including by transmitting malicious code or placing unreasonable load on our APIs.

We may suspend or terminate your access if you violate this section, including immediately where necessary to protect the Service or other users.

8. Your content

You retain all rights in the mail, calendar, contact, task, and other content you submit to or surface through the Service (“Your Content”). You grant Syncro a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process Your Content solely as necessary to provide the Service to you and to maintain its security and integrity. This license terminates when Your Content is deleted, subject to our standard 30-day grace and backup-retention windows described in the Privacy Policy. We do not use Your Content to train AI models or for any advertising purpose.

9. Feedback

If you give us feedback, suggestions, or ideas about the Service, you grant Syncro a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you. We are not obligated to keep feedback confidential.

10. Intellectual property

The Service, including the software, design, brand, trademarks, and documentation, is owned by Syncro and its licensors and is protected by copyright, trademark, and other laws. Subject to your compliance with these Terms, Syncro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal purposes during the term of your subscription. All rights not expressly granted are reserved.

11. Third-party services

The Service interoperates with third-party services (including Google, Microsoft, your chosen AI providers, Dodo Payments, and others). We are not responsible for the availability, accuracy, terms, or practices of those third-party services, and your use of them is governed by their own terms and policies.

12. Service changes and availability

We may modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable advance notice of material adverse changes (typically by email or in-app notice) except where doing so is impractical, such as for security, legal, or operational emergencies. The Service may be unavailable from time to time for maintenance, updates, or causes outside our reasonable control; during the private alpha there is no uptime commitment.

13. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SYNCRO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SYNCRO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR- FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE OR FIT FOR YOUR PURPOSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNCRO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SYNCRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SYNCRO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID SYNCRO FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU; IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. Indemnification

You will defend, indemnify, and hold harmless Syncro and its officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or related to (i) Your Content, (ii) your use of the Service in violation of these Terms, (iii) your violation of any law or third-party right, or (iv) your violation of a connected provider’s or AI provider’s terms. We may assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.

16. Binding arbitration and class-action waiver

Please read this section carefully. It requires you to arbitrate disputes with Syncro on an individual basis and limits the manner in which you can seek relief.

Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by contacting [email protected] with a written description of the dispute and the relief you are seeking. We will try in good faith to resolve the dispute within 30 days of receipt.

Arbitration agreement. If the dispute is not resolved informally, you and Syncro agree to resolve any claim, dispute, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. The arbitration will be conducted in New York, New York, or remotely as the arbitrator directs. The arbitrator has exclusive authority to resolve any Dispute, including any challenge to the scope or enforceability of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. YOU AND SYNCRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

Jury trial waiver. YOU AND SYNCRO WAIVE ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE.

Small-claims carve-out. Either party may bring an individual action in small-claims court for Disputes within the court’s jurisdiction in lieu of arbitration.

Injunctive relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property or proprietary rights.

30-day opt-out. You may opt out of this arbitration agreement by sending a written notice to [email protected] within 30 days of first accepting these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

Severability. If the class-action waiver is found unenforceable in a particular case, that case must proceed in court and not in arbitration. The remainder of this section will remain in effect.

17. Governing law and venue

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. For any Dispute not subject to arbitration under Section 16, you and Syncro consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. Termination

You may stop using the Service and delete your account at any time from your account settings. We may suspend or terminate your access to the Service at any time, with or without cause, on reasonable notice; we may do so immediately if you materially breach these Terms, if continued provision of the Service to you would expose Syncro to legal liability, or if required by law. On termination, the rights granted to you under these Terms cease, but the sections that by their nature should survive — including Sections 8 (Your Content), 9 (Feedback), 10 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Arbitration), 17 (Governing Law), and this Section 18 — will survive.

19. Copyright and DMCA

If you believe content available through the Service infringes your copyright, send a notice that complies with 17 U.S.C. § 512(c)(3) to our designated agent at [email protected]. Your notice should include: (i) a physical or electronic signature of the copyright owner or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the allegedly infringing material and information reasonably sufficient to locate it; (iv) your contact information; (v) a statement of good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on the copyright owner’s behalf. We will respond to valid notices and may terminate the accounts of repeat infringers.

20. Changes to these Terms

We may update these Terms from time to time. The effective date at the top reflects the most recent version. Material changes will be announced by email or in-app notice at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service before the effective date.

21. Miscellaneous

These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Syncro regarding the Service and supersede all prior agreements on the subject. If any provision is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign or transfer these Terms without our prior written consent, and any attempted assignment in violation of this section is void; we may assign these Terms freely. There are no third-party beneficiaries to these Terms. Notices to you may be sent to the email address associated with your account or posted in the Service; notices to us must be sent to the address below.

22. Contact us

Syncro Advisory Group LLC
418 Broadway # 11351
Albany, NY 12207
[email protected]