Terms of Service

These Terms of Service (“Terms”) govern access to and use of the products and services provided by Syntro Inc., a Delaware corporation (“Syntro,” “we,” “our,” or “us”), including the Syntro procurement platform and any related software, integrations, and support services (collectively, the “Service”). By signing a Purchase Order Agreement (“PO”) that references these Terms, or by accessing or using the Service, the customer identified in the PO (“Customer”) agrees to be bound by these Terms. These Terms, together with the applicable PO, form the entire agreement between Syntro and Customer (the “Agreement”).

Our Privacy Policy, available at usesyntro.com/privacy, is incorporated into these Terms by reference and governs how we handle personal information.

1. Definitions

“Agreement” means these Terms together with the applicable PO and any schedules or exhibits attached to either.

“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to Syntro or Customer.

“Authorized Users” means the named individuals designated by Customer in the PO who are permitted to access and use the Service on Customer's behalf.

“Confidential Information” means information in any form disclosed by or on behalf of one party (“Discloser”) to the other party (“Recipient”) in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement. Syntro's Confidential Information includes non-public information about the Service.

“Customer Data” means data, information, and content provided to, uploaded to, transmitted through, or generated within the Service by or on behalf of Customer, including without limitation data regarding Customer's suppliers, purchase orders, pricing, bills of materials, inventory, and procurement workflows. Customer Data does not include Feedback.

“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

“Feedback” means suggestions, feedback, or comments about the Service or related offerings provided by Customer to Syntro.

“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

“Service” means the Syntro procurement platform and all related software, features, integrations, and support services made available to Customer under the Agreement.

“Service Data” means data and information relating to the provision, configuration, use, and performance of the Service, including usage data, log data, performance metrics, error reports, telemetry, and similar operational information.

2. License and Access

2.1 License Grant

Subject to the terms of this Agreement and payment of applicable fees, Syntro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Service solely for Customer's internal business purposes and in accordance with this Agreement.

2.2 Authorized Users

Customer may permit Authorized Users to access the Service. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement. Customer will promptly notify Syntro if it becomes aware of any unauthorized access to or use of the Service.

2.3 Restrictions

Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (a) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Service (except to the extent Applicable Laws prohibit this restriction); (b) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service; (c) remove any proprietary notices or labels; (d) copy, modify, or create derivative works of the Service; (e) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Service; (f) access accounts, information, data, or portions of the Service to which Customer does not have explicit authorization; (g) use the Service to develop a competing service or product; (h) use the Service with activity prohibited by Applicable Laws; (i) use the Service to obtain unauthorized access to anyone else's networks or equipment; or (j) upload, submit, or otherwise make available to the Service any information or content to which Customer does not have the proper rights.

2.4 Service Availability

Syntro will use commercially reasonable efforts to maintain the availability of the Service. The Service may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or causes beyond Syntro's reasonable control. Syntro will use commercially reasonable efforts to provide advance notice of any scheduled service disruptions of which Syntro is aware. The parties acknowledge that no formal uptime service level commitment applies during the Term.

2.5 Technical Support

During the Term, Syntro will provide reasonable technical support to Customer's Authorized Users via email at a support address designated by Syntro. Syntro will use commercially reasonable efforts to acknowledge support requests within one (1) business day during Syntro's normal business hours (Monday through Friday, excluding U.S. federal holidays). Support is provided on a best-efforts basis and does not include guaranteed response or resolution timeframes.

3. Customer Data

3.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

3.2 License to Syntro

Customer grants Syntro a limited, non-exclusive, non-transferable, royalty-free license to access, host, process, transmit, display, and otherwise use Customer Data solely as necessary to: (a) provide, deliver, operate, and maintain the Service for Customer; (b) provide onboarding, technical support, and troubleshooting; and (c) develop, improve, and enhance the Service for Customer's benefit. In addition, Syntro may use Customer Data in aggregated and de-identified form (such that the data cannot reasonably be associated with or used to identify Customer) for the purpose of analyzing, improving, developing, and supporting the Service and Syntro's other products and services.

3.3 No AI Training

Syntro will not use Customer Data, or any portion thereof, to train, fine-tune, develop, or improve any artificial intelligence or machine learning model, except in aggregated and de-identified form that cannot reasonably be associated with or used to identify Customer. For clarity, Syntro's use of Customer Data to (a) operate the Service for Customer's benefit, including by submitting prompts, queries, or other inputs to third-party AI or machine learning models on behalf of Customer, and (b) analyze Customer Data on a per-tenant basis solely to provide and improve the Service for Customer, shall not constitute “training” for purposes of this Section 3.3.

3.4 Service Data

Notwithstanding anything to the contrary in this Section 3, Syntro may collect, generate, and analyze Service Data. Syntro may use Service Data, and may use Customer Data in aggregated and de-identified form (such that Customer cannot reasonably be identified), to: (a) operate, support, maintain, monitor, and secure the Service; (b) develop, improve, and enhance the Service and Syntro's other products and services; and (c) generate analytics, benchmarks, and similar business insights. Syntro may disclose Service Data and aggregated, de-identified Customer Data to third parties for benchmarking, marketing, analytics, and similar internal business purposes, provided that no such disclosure will identify Customer. This Section 3.4 is subject to the AI/ML training restrictions set forth in Section 3.3.

3.5 Sub-processors

Syntro may engage third-party service providers (“Sub-processors”) to assist in providing the Service, including cloud infrastructure providers, hosting and storage services, and artificial intelligence and machine learning service providers. Syntro will: (a) maintain a current list of Sub-processors and make such list available to Customer upon written request; and (b) impose on each Sub-processor confidentiality and data protection obligations that are no less protective than those set forth in this Agreement.

4. Confidentiality

4.1 Non-Use and Non-Disclosure

Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser's Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

4.2 Exclusions

Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information. In addition, Feedback does not constitute Customer's Confidential Information and Syntro may use Customer's Confidential Information to provide the Service.

4.3 Required Disclosures

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser's expense, with the Discloser's efforts to obtain confidential treatment for the Confidential Information.

4.4 Permitted Disclosures

Recipient may disclose Discloser's Confidential Information to employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 4 and Recipient remains responsible for everyone's compliance with the terms of this Section 4.

5. Security and Breach Notification

Syntro will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry standards for products of similar type, complexity, and stage of development. Such safeguards may include encryption in transit and at rest, access controls, audit logging, secure credential handling, and other measures reasonably designed to protect Customer Data.

Syntro will notify Customer without undue delay, and in any event within seventy-two (72) hours, of any confirmed unauthorized access to, acquisition of, or disclosure of Customer Data (a “Security Incident”). Such notification will describe, to the extent then known: (a) the nature and scope of the Security Incident; (b) the categories of Customer Data affected; (c) the steps Syntro is taking to investigate, contain, and remediate the Security Incident; and (d) a point of contact for further information. Syntro will cooperate reasonably with Customer's investigation and remediation efforts.

6. Intellectual Property and Data

6.1 Reservation of Rights

Except for the limited license to access the Service in Section 2.1, Syntro retains all right, title, and interest in and to the Service, including any aspects, features, or functionality created in response to Feedback, Customer's use of the Service, or Customer's provision of Feedback, whether developed before or after the Effective Date. Each Discloser retains all right, title, and interest in and to its Confidential Information.

6.2 Ownership of Feedback

Syntro owns all Feedback. Customer hereby assigns to Syntro all its right, title, and interest in and to Feedback and will reasonably cooperate with Syntro as needed to establish, prove, or defend Syntro's ownership of Feedback. Notwithstanding the foregoing, Customer retains all right, title, and interest in and to its pre-existing intellectual property, trade secrets, and Confidential Information (collectively, “Customer Background IP”), and no assignment of Customer Background IP is made under this Agreement, even if Customer Background IP is referenced in, surfaced during, or incorporated into Feedback. To the extent any Feedback necessarily incorporates Customer Background IP, Customer grants Syntro a non-exclusive, royalty-free, perpetual, worldwide license to use such Customer Background IP solely as embodied in the Feedback and as necessary to develop and improve the Service.

7. Disclaimer of Warranties

Syntro and Customer each disclaim all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Service is provided “as is” and “as available.” These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Indemnification

8.1 Indemnification by Syntro

Syntro will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer's authorized use of the Service under this Agreement infringes any United States patent, copyright, or trade secret right of such third party (an “IP Claim”), and will pay any damages or settlement amounts finally awarded against Customer in connection with such IP Claim, provided that Customer: (a) promptly notifies Syntro in writing of the IP Claim; (b) gives Syntro sole control over the defense and settlement of the IP Claim; and (c) provides reasonable cooperation at Syntro's expense. Syntro will have no obligation under this Section 8.1 for any IP Claim arising from or related to: (i) modifications to the Service not made or authorized by Syntro; (ii) combinations of the Service with materials, products, or services not provided by Syntro where the alleged infringement relates to such combination; (iii) Customer's use of the Service in violation of this Agreement or after notice of alleged infringement; or (iv) Customer Data or Feedback. If an IP Claim arises or, in Syntro's reasonable judgment, is likely to arise, Syntro may, at its option and expense: (1) modify the Service to be non-infringing while preserving substantially equivalent functionality; (2) obtain a license for Customer to continue using the Service; or (3) terminate this Agreement and refund any prepaid, unused fees. This Section 8.1 states Syntro's sole and exclusive liability, and Customer's sole and exclusive remedy, for any IP Claim.

8.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Syntro from and against any third-party claim arising from or related to: (a) Customer's breach of Section 2.3 (Restrictions); (b) Customer's violation of applicable laws or regulations in connection with its use of the Service; or (c) any allegation that Customer Data infringes the intellectual property or other rights of, or has caused harm to, any third party. Customer's obligations under this Section 8.2 are conditioned on Syntro: (i) promptly notifying Customer in writing of the claim; (ii) giving Customer sole control over the defense and settlement of the claim (provided that Customer will not settle any claim that imposes liability or admits fault on the part of Syntro without Syntro's prior written consent); and (iii) providing reasonable cooperation at Customer's expense.

9. Limitation of Liability

Except for (a) a party's breach of Section 4 (Confidentiality and Security); (b) a party's indemnification obligations under Sections 8.1 and 8.2; (c) Customer's payment obligations under this Agreement; (d) bodily injury or death caused by a party's negligence; and (e) a party's gross negligence or willful misconduct: (i) neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation loss of profits, revenue, data, goodwill, or business opportunity, whether or not the party has been advised of the possibility of such damages; and (ii) each party's aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer to Syntro under this Agreement during the twelve (12) months immediately preceding the event giving rise to the liability. The foregoing limitations apply to the maximum extent permitted by Applicable Laws, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

10. General Terms

10.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party.

10.2 Modifications, Severability, and Waiver

If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

10.3 Governing Law and Chosen Courts

The laws of the State of Delaware will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the state and federal courts located in Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts.

10.4 Injunctive Relief

Despite Section 10.3, a breach of Section 4 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 4 or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

10.5 Non-Exhaustive Remedies

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

10.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

10.7 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

10.8 No Third-Party Beneficiary

There are no third-party beneficiaries of this Agreement.

10.9 Titles and Interpretation

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

10.10 Counterparts

This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

10.11 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by an event beyond such party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failures, third-party service outages, cyberattacks, or labor disturbances. The affected party will use commercially reasonable efforts to mitigate the impact of such event and resume performance as soon as practicable.

10.12 Updates to These Terms

Syntro may update these Terms from time to time. If Syntro makes material changes, it will provide notice by posting the updated Terms at usesyntro.com/terms and updating the effective date. Customer's continued use of the Service after notice constitutes acceptance of the updated Terms.

10.13 Privacy Policy

Syntro's Privacy Policy, available at usesyntro.com/privacy, is incorporated into these Terms by reference.

10.14 Contact

Questions about these Terms may be directed to hello@usesyntro.com.