Terms of Service

Table of Contents

1. Acceptance of Terms

2. Description of Services

3. Eligibility and Account Registration

4. User Accounts and Security

5. Subscription Plans and Billing

6. Use of Services and Acceptable Use Policy

7. AI Services and Outputs

8. User Content and Data

9. Intellectual Property Rights

10. Third-Party Integrations and Services

11. Advisory Services and Professional Relationship

12. Academy Services

13. Confidentiality

14. Data Privacy and Security

15. Disclaimers and Warranties

16. Limitation of Liability

17. Indemnification

18. Termination and Suspension

19. Dispute Resolution and Arbitration

20. Governing Law

21. Changes to Terms

22. Miscellaneous

23. Contact Information

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement," or "TOS") constitute a legally binding agreement between you ("you," "your," or "User") and Syntari International, Inc. ("Syntari," "we," "us," or "our"), governing your access to and use of:

• Syntari Platform: Our AI-native consulting workflow platform accessible at app.syntari.ai

• Syntari Advisory Services: Professional management consulting services delivered through AI agents and human experts

• Syntari Academy: Educational courses, workshops, and training programs

• Syntari Websites: syntari.ai and all related subdomains

• Related Services: Any other services, features, content, or applications we offer

(Collectively, the "Services")

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. If you do not agree to these Terms, you must not access or use the Services.

These Terms incorporate by reference our:

• Privacy Policy

• Cookie Policy

• Acceptable Use Policy (Section 6)

• Any additional terms presented to you in connection with specific Services

2. Description of Services

2.1 Syntari Platform

The Syntari Platform is a subscription-based Software-as-a-Service (SaaS) platform that provides:

• AI-Powered Consulting Workflows: Automated consulting deliverables including strategy development, process design, vendor evaluation, and program execution

• AI Agents: Intelligent agents powered by large language models (LLMs) from OpenAI, Google (Gemini), and Anthropic (Claude)

• Expert Marketplace: Access to human subject matter experts (SMEs) for specialized consulting needs

• Integrations: Connections to third-party tools including Google Workspace, Microsoft 365, Slack, Notion, Box, Salesforce, and HubSpot

• Workflow Automation: Tools to automate business processes and consulting workflows

• Document Management: Upload, store, and analyze consulting documents and deliverables

2.2 Syntari Advisory Services

Professional management consulting services focused on:

• Strategy and operating model design

• Process and target-state design

• Vendor selection and evaluation

• Program execution and transformation management

• AI implementation and adoption

• Industry-specific consulting (insurance, asset management, financial services)

2.3 Syntari Academy

Educational services including:

• Online courses and learning modules

• Live workshops and webinars

• Training programs and certifications

• Educational content and resources

2.4 Service Modifications

We reserve the right to:

• Modify, suspend, or discontinue any aspect of the Services at any time

• Impose limits on certain features or restrict access to parts of the Services

• Change pricing, features, or functionality with reasonable notice

We will make reasonable efforts to notify you of material changes via email or platform notification.

3. Eligibility and Account Registration

3.1 Age and Capacity Requirements

You must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)

• Have the legal capacity to enter into a binding contract

• Not be prohibited from using the Services under applicable law

Corporate/Business Users: If you are using the Services on behalf of a company or other legal entity, you represent and warrant that:

• You have authority to bind that entity to these Terms

• You accept these Terms on behalf of that entity

• Both you and the entity are jointly and severally liable for compliance with these Terms

3.2 Geographic Restrictions

You represent that you are NOT:

• Located in, organized under the laws of, or resident in a country subject to U.S. embargo or designated as a "terrorist supporting" country

• Listed on any U.S. government list of prohibited or restricted parties (including OFAC sanctions lists)

• Subject to any applicable law that prohibits you from accessing the Services

3.3 Registration Information

To access the Services, you must create an account by providing:

• Full name

• Valid email address

• Company name and job title (for business users)

• Billing information (for paid subscriptions)

• Any other information we reasonably request

You agree to:

• Provide accurate information: All registration information must be current, complete, and accurate

• Update information promptly: Notify us immediately of any changes

• Maintain accuracy: Ensure your account information remains accurate throughout your use of the Services

We reserve the right to suspend or terminate accounts with inaccurate, incomplete, or false information.

4. User Accounts and Security

4.1 Account Responsibility

You are solely responsible for:

• Account Security: Maintaining the confidentiality of your account credentials (username, password, API keys)

• Account Activity: All activities that occur under your account, whether authorized or unauthorized

• Unauthorized Access: Immediately notifying us of any unauthorized use or security breach

We are NOT liable for any loss or damage arising from unauthorized use of your account.

4.2 Account Security Requirements

You agree to:

• Use a strong, unique password

• Enable multi-factor authentication (MFA) if available

• Not share your account credentials with anyone

• Not allow others to access your account

• Log out from shared or public devices

4.3 Single Sign-On (SSO)

If you use third-party authentication (Google OAuth, Microsoft OAuth, Apple Sign-In):

• You authorize us to access information from your third-party account as permitted by that provider

• Your use is subject to that provider's terms and privacy policies

• We are not responsible for that provider's practices or service availability

4.4 Enterprise/Team Accounts

For enterprise or team accounts:

• Administrator Rights: Account administrators can manage users, access settings, and view usage data

• Employer Access: Your employer may have access to your account data and activity

• Data Controller: Your employer, not Syntari, is the data controller for workplace accounts

5. Subscription Plans and Billing

5.1 Subscription Plans

Syntari offers multiple subscription tiers:

• Free (Syntari Lite): Limited features at no cost

• Solo Consultants: For individual consultants

• Boutique Firms: For small consulting firms

• Enterprise: For large organizations (custom pricing)

Each plan includes specified features, usage limits, and access levels as described on our Pricing Page.

5.2 Billing Cycles

Subscriptions are billed:

• Monthly: Recurring charges on the same day each month

• Annual: One charge per year with a discount vs. monthly billing

5.3 Free Trials

We may offer 30-day free trials for new paid subscriptions:

• Trials begin on the date you subscribe

• You will NOT be charged during the trial period

• On day 31, automatic billing begins unless you cancel

• Trial eligibility is at our sole discretion (one trial per user/organization)

• We may require payment information upfront but won't charge during trial

5.4 Payment Terms

Payment is processed via Stripe:

• Payment Methods: We accept major credit cards, debit cards, and other methods supported by Stripe

• Automatic Renewal: Subscriptions renew automatically unless you cancel

• Authorization: You authorize us to charge your payment method

• Currency: All prices are in U.S. Dollars (USD) unless otherwise stated

• Taxes: You are responsible for applicable sales tax, VAT, GST, or other taxes

5.5 Price Changes

We may change pricing with 30 days' advance notice:

• Notice will be sent via email to your registered email address

• New pricing applies to your next billing cycle after the notice period

• You may cancel before the new pricing takes effect

• Grandfathering: Existing subscribers may be grandfathered at current rates for a limited time (at our discretion)

5.6 Failed Payments

If payment fails:

• We will retry charging your payment method

• We may suspend your access until payment is received

• Your account may be downgraded or terminated after repeated failures

• You remain liable for all amounts owed

5.7 Refund Policy

No Refunds: All subscription fees are non-refundable except:

• As required by applicable law

• In cases of billing errors (we will correct and refund the error)

• At our sole discretion on a case-by-case basis

Cancellation: You may cancel at any time, but you will NOT receive a refund for the current billing period. Your access continues until the end of the paid period.

5.8 Outcome-Based Pricing (Advisory Services)

For certain advisory services, we may offer outcome-based pricing where fees are tied to:

• Successful delivery of defined deliverables

• Achievement of specific business outcomes or KPIs

• Milestones outlined in a Statement of Work (SOW)

Outcome-based pricing is governed by separate agreements and not subject to standard refund policies.

6. Use of Services and Acceptable Use Policy

6.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Services for your internal business purposes

• Upload and process your data through the Services

• Access AI-generated outputs and consulting deliverables

This license terminates immediately upon termination of your account or violation of these Terms.

6.2 Acceptable Use Policy

You agree to use the Services in compliance with all applicable laws and regulations. You will NOT:

Prohibited Activities:

• Illegal Use: Use the Services for any unlawful purpose or in violation of any laws

• Harmful Content: Upload, transmit, or distribute content that is:

  • Illegal, defamatory, harassing, abusive, or threatening

  • Obscene, pornographic, or sexually explicit

  • Fraudulent, deceptive, or misleading

  • Infringes third-party intellectual property rights

  • Contains malware, viruses, or harmful code

• Security Violations:

  • Attempt to gain unauthorized access to the Services or other users' accounts

  • Circumvent security measures or authentication mechanisms

  • Probe, scan, or test vulnerabilities

  • Interfere with or disrupt the Services or servers

• Misuse of AI Services:

  • Reverse engineer, decompile, or extract AI models

  • Use the Services to develop competing AI products

  • Attempt to train models using our outputs

  • Scrape, copy, or systematically extract data from the Services

• Spam and Abuse:

  • Send spam, unsolicited communications, or bulk messages

  • Create fake accounts or impersonate others

  • Engage in rate limiting abuse or excessive API calls

• Prohibited Data: Upload data that:

  • You do not have rights to use or share

  • Contains personally identifiable information (PII) of third parties without authorization

  • Violates export control laws or sanctions

  • Contains confidential information belonging to others

6.3 Usage Limits

Depending on your subscription plan, you may be subject to:

• API Rate Limits: Maximum number of API requests per time period

• Storage Limits: Maximum data storage capacity

• User Limits: Maximum number of users per account

• AI Usage Limits: Maximum AI-generated outputs or tokens per month

Exceeding limits may result in:

• Temporary throttling or service degradation

• Overage charges (if applicable to your plan)

• Requirement to upgrade to a higher-tier plan

6.4 Monitoring and Enforcement

We reserve the right to:

• Monitor your use of the Services for compliance

• Investigate suspected violations

• Remove or disable access to violating content

• Suspend or terminate accounts that violate these Terms

• Report violations to law enforcement

• Cooperate with legal investigations

7. AI Services and Outputs

7.1 AI Models and Providers

Syntari uses third-party large language models (LLMs) from:

• OpenAI: GPT-5, GPT-4, GPT-4 Turbo, GPT-3.5 Turbo

• Google: Gemini Pro, Gemini Ultra

• Anthropic: Claude 3.5 Sonnet, Claude 3 Opus

When you use AI features, your prompts, uploaded content, and conversation history may be sent to these providers. See our Privacy Policy for details on data processing.

7.2 AI Output Disclaimer

IMPORTANT: AI-GENERATED OUTPUTS ARE PROVIDED "AS IS" FOR INFORMATIONAL PURPOSES ONLY.

You acknowledge and agree that:

• Not Professional Advice: AI outputs do not constitute legal, financial, tax, investment, or professional advice

• Accuracy Not Guaranteed: AI outputs may contain errors, inaccuracies, or hallucinations

• Human Review Required: You must review, validate, and independently verify all AI outputs before relying on them

• No Liability: We are not liable for decisions made based on AI outputs

• Third-Party Reliance: We are not responsible if you share AI outputs with third parties who rely on them

7.3 AI Output Ownership

You own the AI-generated outputs created in response to your prompts, subject to:

• Your compliance with these Terms

• Our intellectual property rights in the underlying AI models and platform

• Third-party LLM provider terms (OpenAI, Google, Anthropic)

We retain the right to use de-identified, aggregated AI outputs to improve our Services.

7.4 AI Training and Data Usage

Default Policy:

• We do NOT use your prompts or data to train AI models for other customers

• OpenAI, Google, and Anthropic do NOT use API data for training by default

• Data may be retained for 30-90 days for abuse monitoring, then deleted

Zero-Retention Mode (Enterprise plans):

• You can enable zero-retention to prevent any data retention by LLM providers

• This may impact certain features (e.g., conversation continuity)

Opt-Out Rights:

• Enterprise customers can opt-out of AI training entirely

• Contact ai-privacy@syntari.ai to exercise this right

7.5 Prompt Engineering and Best Practices

For best results:

• Provide clear, specific prompts

• Do not include sensitive personal information in prompts

• Review and validate all outputs

• Use our prompt redaction features for sensitive data

8. User Content and Data

8.1 Your Data

"Your Data" means all data, content, documents, files, and information you upload, submit, or transmit through the Services, including:

• Documents and files

• Prompts and queries

• Comments and feedback

• Integration data from connected third-party services

• Consulting deliverables and work product

8.2 Data Ownership

You retain all ownership rights in Your Data.

By uploading Your Data, you grant Syntari a limited, non-exclusive, worldwide, royalty-free license to:

• Store, process, and transmit Your Data as necessary to provide the Services

• Use Your Data to generate AI outputs and consulting deliverables

• Create de-identified, aggregated analytics for platform improvement

• Comply with legal obligations and enforce these Terms

This license terminates when you delete Your Data or terminate your account, subject to:

• Backup retention periods (up to 90 days)

• Legal retention obligations

• Aggregated/de-identified data (which may be retained indefinitely)

8.3 Data Responsibilities

You are solely responsible for:

• Data Accuracy: Ensuring Your Data is accurate and complete

• Data Rights: Having all necessary rights, licenses, and consents to upload Your Data

• Data Compliance: Ensuring Your Data complies with applicable laws (GDPR, CCPA, etc.)

• Third-Party Data: Obtaining consent before uploading third-party personal data

• Sensitive Data: Not uploading regulated data (HIPAA, PCI-DSS) unless on an enterprise plan with appropriate safeguards

8.4 Data Security and Backups

We implement industry-standard security measures (see Section 14), but:

• You must maintain your own backups of critical data

• We are not responsible for data loss due to your actions or third-party failures

• Our backups are for disaster recovery, not individual data restoration

8.5 Data Deletion

You may delete Your Data at any time:

• Via the platform interface (delete files, conversations, or account)

• By contacting privacy@syntari.ai

Upon deletion:

• Data is removed from active systems within 30 days

• Backups are purged within 90 days

• De-identified/aggregated data may be retained

8.6 Data Portability

You may export Your Data in machine-readable formats:

• Via the platform's export features

• By contacting privacy@syntari.ai

We will provide Your Data within 30 days of a valid request.

9. Intellectual Property Rights

9.1 Syntari's Intellectual Property

We (and our licensors) own all rights, title, and interest in and to the Services, including:

• Platform Technology: Software, code, algorithms, AI models, and architecture

• Content: Documentation, tutorials, templates, methodologies, frameworks

• Trademarks: Syntari name, logo, and branding

• Trade Secrets: Proprietary workflows, processes, and know-how

• Copyrights: All creative and literary works

• Patents: Any patented technology or inventions

These Terms do NOT transfer any ownership rights to you. All rights not expressly granted are reserved by Syntari.

9.2 Restrictions on Use

You will NOT:

• Copy, modify, distribute, or create derivative works of the Services

• Reverse engineer, decompile, or disassemble the Services

• Remove or obscure any proprietary notices or labels

• Use Syntari's trademarks, logos, or branding without written permission

• Frame, mirror, or link to the Services in a way that implies endorsement

• Rent, lease, sell, or sublicense access to the Services

9.3 Feedback

If you provide feedback, suggestions, or ideas ("Feedback"):

• You grant Syntari an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and commercialize your Feedback

• We have no obligation to implement or compensate you for Feedback

• Feedback is non-confidential

9.4 Trademarks

Syntari® is a registered trademark of Syntari International, Inc.

You may not use our trademarks without express written permission, except:

• Factual references to our Services (e.g., "Powered by Syntari")

• As required by these Terms

9.5 Copyright Infringement Claims (DMCA)

We respect intellectual property rights. If you believe content on our Services infringes your copyright, contact:

DMCA Agent:
Syntari International, Inc.
Attn: Copyright Agent
One Marina Drive, Suite 1410, Boston, Massachusetts 02210
Email: dmca@syntari.ai

Your notice must include:

• Identification of the copyrighted work

• Identification of the infringing material

• Your contact information

• A statement of good faith belief

• A statement under penalty of perjury

• Your physical or electronic signature

10. Third-Party Integrations and Services

10.1 Supported Integrations

Syntari integrates with third-party services including:

• Google Workspace (Drive, Docs, Sheets)

• Microsoft 365 (OneDrive, SharePoint)

• Slack

• Notion

• Box

• Salesforce (Enterprise only)

• HubSpot

• Stripe (payment processing)

10.2 Third-Party Terms

Your use of third-party integrations is subject to:

• That provider's terms of service and privacy policy

• Your agreement with that provider

• Any usage limits or restrictions imposed by that provider

We are NOT responsible for third-party services, their availability, or their practices.

10.3 Authorization and Data Access

When you connect an integration:

• You authorize Syntari to access data from that service on your behalf

• You represent that you have the right to grant this authorization

• You can revoke access at any time via platform settings or the third-party provider

We will only access data necessary to provide the Services.

10.4 Integration Availability

We reserve the right to:

• Add, remove, or modify integrations at any time

• Suspend integrations due to technical issues or provider changes

• Limit integration access based on subscription plan

10.5 Third-Party Links

The Services may contain links to third-party websites or resources. We do NOT:

• Endorse or control third-party content

• Guarantee accuracy or availability of third-party sites

• Accept liability for third-party practices

Your use of third-party sites is at your own risk.

11. Advisory Services and Professional Relationship

11.1 Nature of Advisory Services

Syntari Advisory Services provide professional management consulting delivered through:

• AI-powered consulting workflows

• Human subject matter experts (SMEs)

• Hybrid human-AI collaboration

• Service Representatives (employees, agents, consultants, and authorized subcontractors)

Syntari represents and warrants that all Advisory Services will be performed in a professional and workmanlike manner and that Syntari shall uphold the highest standards of ethical conduct when doing business with you.

11.2 Statement of Work (SOW) Engagements

For custom advisory engagements, we will enter into a separate Professional Services Agreement (PSA) and Statement of Work (SOW) that specifies:

• Scope of Services: Detailed description of deliverables and milestones

• Key Personnel: Named consultants assigned to the engagement

• Term: Engagement start and end dates

• Level of Effort: Hours per week and total not-to-exceed hours

• Fees and Payment: Hourly rates, total contract value, and invoicing terms

• Expenses: Reimbursable expenses (travel, etc.) at cost

• Acceptance Criteria: How deliverables will be deemed accepted

Hierarchy of Documents: In case of conflict:

1. SOW (most specific)

2. Professional Services Agreement

3. These Terms of Service (most general)

11.3 Service Representatives and Subcontractors

"Service Representatives" means Syntari's employees, agents, consultants, subcontractors, and other authorized representatives who perform Advisory Services.

Subcontractor Requirements:

• All subcontractors are bound by these Terms as if they were Syntari employees

• Syntari is liable for all acts or omissions of subcontractors

• You may request replacement of any Service Representative in your commercially reasonable discretion, and Syntari will use best efforts to honor such request

• Upon your request, Syntari will provide detailed written reports of Services rendered by Service Representatives

Background Check Requirements (Enterprise Clients):

For enterprise advisory engagements, Syntari ensures all Service Representatives have successfully completed commercially reasonable background checks, including:

• Identity verification

• Criminal history screening

• Employment and education verification

• OFAC screening (sanctions compliance)

No personnel shall perform Services if they have been:

• Convicted of a felony within the prior 7 years

• Convicted of fraud, dishonesty, breach of fiduciary duty, or malfeasance

• Identified as an OFAC Specially Designated National

11.4 Invoicing and Payment (Advisory Services)

For SOW-based engagements:

• Invoicing Frequency: Monthly in arrears

• Payment Terms: Due upon receipt

• Invoice Contents: Detailed entries of Services completed, date performed, Service Representative, hourly rate, and receipts for reimbursable expenses

• Good Faith Disputes: You retain the right to dispute fees in good faith

• Invoice Deadline: All invoices must be submitted within 12 months of Services rendered, or payment is not guaranteed

11.5 Work Product Ownership

CRITICAL: All deliverables, work product, and materials created by Syntari in connection with Advisory Services (the "Work Product") are owned by you.

Work-Made-For-Hire:

• Work Product is deemed a work made for hire for you to the fullest extent permitted by law

• If not deemed work-made-for-hire, all rights are irrevocably assigned to you

• You exclusively own all right, title, and interest in the Work Product, including all intellectual property rights and associated goodwill

Syntari's Pre-Existing Materials:

• Syntari retains ownership of its pre-existing materials, methodologies, frameworks, and templates

• Syntari retains ownership of third-party materials incorporated into Work Product

• However, Syntari grants you a perpetual, irrevocable, royalty-free, worldwide, transferable license to use, reproduce, modify, and create derivative works from such materials as necessary to use and exploit the Work Product

11.6 Not a Fiduciary Relationship

IMPORTANT: Our advisory services do NOT create:

• An attorney-client relationship

• A fiduciary relationship

• An agency relationship

• A partnership or joint venture

You and Syntari are independent contractors. Neither party has authority to bind the other.

11.7 No Guarantee of Results

We do NOT guarantee:

• Specific business outcomes or results

• Achievement of particular objectives or KPIs

• Success of recommended strategies

• Accuracy of forecasts or projections

Advisory deliverables are recommendations only. Final decisions and implementation remain your sole responsibility.

11.8 Professional Judgment

You acknowledge that:

• Advisory services involve professional judgment and opinion

• Different consultants may reach different conclusions

• Recommendations are based on information you provide

• You must independently verify all recommendations

11.9 Regulatory Compliance

If you operate in a regulated industry:

• You are responsible for ensuring compliance with applicable regulations

• Our advisory services do not constitute regulatory advice

• You should consult legal counsel for regulatory matters

Syntari shall comply with all applicable laws and regulations in performing the Services, including obtaining and maintaining all required licenses, permits, certifications, and regulatory approvals.

12. Academy Services

12.1 Educational Content

Syntari Academy provides:

• Online courses and learning modules

• Live workshops and webinars

• Certifications and training programs

• Educational resources and materials

12.2 Course Access

Upon enrollment:

• You receive access to course materials for the duration specified

• Access may be perpetual, limited-time, or subscription-based

• We may update course content at any time

• Certificates are awarded upon successful completion

12.3 Course Enrollment and Refunds

No Refunds for:

• Courses accessed or completed

• Courses partially completed

• Dissatisfaction with content

Refunds Allowed (at our discretion):

• Technical issues preventing access

• Course cancellation by Syntari

• Billing errors

12.4 Certifications

Certifications are subject to:

• Successful completion of course requirements

• Passing assessments or exams

• Compliance with academic integrity policies

We may revoke certifications for:

• Cheating or plagiarism

• Violation of these Terms

• Material misrepresentation

12.5 Educational Use Only

Academy content is for educational purposes only and does NOT constitute:

• Professional advice or recommendations

• Accredited academic credentials (unless explicitly stated)

• Job placement guarantees

• Certification from third-party bodies

13. Confidentiality

13.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), including:

• Trade secrets and proprietary information

• Business strategies and plans

• Technical data and algorithms

• Customer lists and data

• Financial information

• Information marked "Confidential"

13.2 Obligations

Recipient agrees to:

• Protect Confidential Information with the same care as its own confidential information (but no less than reasonable care)

• Use Confidential Information only to perform under these Terms

• Limit disclosure to employees, contractors, or advisors who need to know and are bound by confidentiality obligations

• Not disclose Confidential Information to third parties without prior written consent

13.3 Exceptions

Confidential Information does NOT include information that:

• Is or becomes publicly available through no breach by Recipient

• Was known to Recipient before disclosure

• Is independently developed by Recipient without use of Confidential Information

• Is rightfully obtained from a third party without confidentiality restrictions

13.4 Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information:

• Recipient must provide prompt notice to Discloser (unless prohibited by law)

• Recipient must cooperate with Discloser's efforts to obtain protective orders

• Recipient may disclose only the minimum required

13.5 Duration

Confidentiality obligations survive for 5 years after disclosure or until information becomes publicly available, whichever is earlier.

14. Data Privacy and Security

14.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Services, you consent to our Privacy Policy.

14.2 Security Measures

We implement industry-standard security measures including:

• Encryption:

  • AES-256 encryption at rest

  • TLS 1.2+ encryption in transit

  • Bcrypt password hashing

• Access Controls:

  • Role-based access control (RBAC)

  • Multi-factor authentication (MFA)

  • Single sign-on (SSO) for enterprise

• Infrastructure:

  • Firewall and DDoS protection

  • Intrusion detection systems

  • Regular security audits and penetration testing

  • SOC 2 Type II compliance (in progress)

• Data Segregation:

  • Logical separation of customer data

  • Audit logging of data access

14.3 Data Breach Notification

In the event of a data breach affecting your personal data:

• We will notify you within 72 hours of discovery (GDPR requirement)

• We will comply with applicable breach notification laws (CCPA, state laws)

• We will take reasonable steps to remediate the breach

14.4 Data Processing Agreement (DPA)

For enterprise customers subject to GDPR, UK GDPR, or CCPA:

• We will execute a Data Processing Agreement (DPA) upon request

• Contact dpo@syntari.ai to request a DPA

14.5 International Data Transfers

Your data may be transferred to and processed in:

• United States (where Syntari is based)

• Countries where our service providers operate

We use appropriate safeguards for international transfers:

• Standard Contractual Clauses (SCCs) for EU/UK transfers

• Adequacy decisions where available

• Data Processing Agreements with processors

15. Disclaimers and Warranties

15.1 "AS IS" and "AS AVAILABLE"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, SYNTARI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY: Fitness for a particular purpose

• NON-INFRINGEMENT: Freedom from third-party IP claims

• ACCURACY: Accuracy, completeness, or reliability of content

• AVAILABILITY: Uninterrupted, timely, secure, or error-free operation

• RESULTS: Specific outcomes or business results

• SECURITY: Freedom from viruses, malware, or harmful components

15.2 AI Output Disclaimer

AI-GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. WE DO NOT WARRANT THAT AI OUTPUTS WILL BE:

• Accurate, complete, or reliable

• Free from errors, omissions, or "hallucinations"

• Suitable for any particular purpose

• Compliant with applicable laws or regulations

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND RELYING ON AI OUTPUTS.

15.3 Third-Party Services Disclaimer

We do NOT warrant or guarantee:

• Availability or functionality of third-party integrations

• Accuracy of data from third-party services

• Compliance of third-party services with applicable laws

15.4 No Professional Advice

THE SERVICES DO NOT CONSTITUTE PROFESSIONAL ADVICE. We are not:

• Licensed attorneys, accountants, or financial advisors

• Providing legal, tax, investment, or regulatory advice

• Establishing a professional relationship

YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR SPECIFIC ADVICE.

15.5 Limitation on Warranty Disclaimers

Some jurisdictions do not allow exclusion of implied warranties. In such jurisdictions:

• The above exclusions may not apply to you

• Our liability is limited to the maximum extent permitted by law

16. Limitation of Liability

16.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, SYNTARI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, "SYNTARI PARTIES") SHALL NOT BE LIABLE FOR ANY:

• INDIRECT DAMAGES: Including consequential, incidental, special, punitive, or exemplary damages

• BUSINESS LOSSES: Including loss of profits, revenue, business opportunities, goodwill, or anticipated savings

• DATA LOSSES: Loss, corruption, or unauthorized access to data

• SERVICE INTERRUPTIONS: Downtime, errors, or unavailability of Services

• AI OUTPUT ERRORS: Inaccuracies, omissions, or reliance on AI-generated content

• THIRD-PARTY ACTIONS: Acts or omissions of third-party service providers, integrations, or LLM providers

• SECURITY BREACHES: Unauthorized access, hacking, or data breaches (except to the extent caused by our gross negligence)

EVEN IF SYNTARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exception: This limitation shall not apply to:

• Breaches of the confidentiality obligations expressly set forth herein

• Indemnification obligations expressly set forth in Section 17

• Claims for property damage

• Gross negligence or willful misconduct

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNTARI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• $500 USD (for platform subscription services), OR

• The amount you paid to Syntari in the 6 months preceding the claim (for platform subscription services), OR

• $1,000,000 USD (for intellectual property indemnification obligations under advisory engagements), OR

• Total fees paid or payable under the applicable SOW(s) during the twelve (12) month period immediately preceding the event giving rise to the claim (for advisory services)

This cap applies regardless of the theory of liability (contract, tort, warranty, strict liability, or otherwise).

16.3 Exceptions to Limitations

These limitations do NOT apply to:

• Your indemnification obligations under Section 17

• Your breach of intellectual property rights (Section 9)

• Your violation of the Acceptable Use Policy (Section 6)

• Liability that cannot be excluded by law (e.g., fraud, willful misconduct, gross negligence)

• Claims for property damage

• Breaches of confidentiality obligations

16.4 Jurisdictional Variations

Some jurisdictions do not allow limitation or exclusion of certain damages. In such jurisdictions:

• The above limitations apply only to the extent permitted by law

• Our liability is limited to the maximum extent allowable

16.5 Basis of the Bargain

You acknowledge that:

• These limitations reflect the allocation of risk between the parties

• The pricing of the Services is based on these limitations

• Without these limitations, we could not provide the Services at the current pricing

17. Indemnification

17.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Syntari Parties from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your Use of Services: Your access to or use of the Services

• Your Data: Your Data, including any third-party claims that Your Data infringes IP rights or violates applicable laws

• Violation of Terms: Your breach of these Terms, Privacy Policy, or Acceptable Use Policy

• Violation of Laws: Your violation of applicable laws or regulations

• Third-Party Claims: Claims by third parties based on your actions or omissions

• Negligence or Misconduct: Your negligence, willful misconduct, or fraud

17.2 Syntari's Intellectual Property Indemnification (Advisory Services)

For advisory services governed by a Professional Services Agreement or SOW:

Syntari shall, at its sole expense, indemnify, defend, and hold harmless Client and its affiliates, officers, directors, employees, and agents from any third-party claim alleging that the Services, deliverables, or Work Product infringe or misappropriate any copyright, patent, trade secret, or other intellectual property right.

Remedies: Upon notice of such claim, Syntari shall, at Client's election and at Syntari's expense:

1. Procure Rights: Procure the right for Client to continue using the affected Services or Work Product, OR

2. Replace or Modify: Replace or modify the same so that it becomes non-infringing without materially diminishing functionality, OR

3. Refund: If neither option is commercially reasonable, refund the fees paid for the affected Services upon Client's cessation of use

Notice and Cooperation: Client shall provide prompt notice and reasonable cooperation, provided that failure to give notice shall not relieve Syntari of its obligations except to the extent materially prejudiced.

Indemnification Cap: Notwithstanding anything to the contrary herein, Syntari's total aggregate liability for all intellectual property indemnification obligations under advisory engagements shall not exceed the lesser of:

• $1,000,000 USD, OR

• Total fees paid or payable by Client under the applicable SOW(s) during the twelve (12) month period immediately preceding the event giving rise to the claim

17.3 Defense and Settlement

If we are subject to a claim triggering your indemnification:

• We will promptly notify you of the claim

• You will assume control of the defense and settlement

• We may participate in the defense at our own expense

• You will not settle without our prior written consent if the settlement:

  • Admits fault or liability on our part

  • Imposes obligations on us

  • Affects our rights or reputation

If Syntari is subject to a claim triggering Syntari's intellectual property indemnification:

• Client will promptly notify Syntari of the claim

• Syntari will assume control of the defense and settlement

• Client may participate in the defense at its own expense

• Syntari will not settle without Client's prior written consent if the settlement:

  • Admits fault or liability on Client's part

  • Imposes obligations on Client

  • Affects Client's rights or reputation

17.4 Cooperation

Each party will cooperate with the other's defense by:

• Providing reasonable assistance

• Making relevant information available

• Complying with reasonable requests

The indemnifying party will reimburse the indemnified party's reasonable costs for cooperation.

17.4 Indemnification Cap (Advisory Services)

For SOW-based Advisory Services, Syntari's total aggregate liability for all indemnification obligations shall not exceed the lesser of:

• $1,000,000 USD, OR

• Total fees paid or payable by you under the applicable SOW(s) during the 12-month period immediately preceding the event giving rise to the claim

This cap applies specifically to third-party intellectual property indemnification claims under Advisory Services engagements.

18. Termination and Suspension

18.1 Termination by You

Platform Subscriptions:

You may terminate platform subscriptions at any time by:

• Canceling your subscription via the platform settings

• Contacting support@syntari.ai

• Ceasing all use of the Services

Effect: Your access terminates at the end of the current billing period. No refund for unused time. You may export Your Data before termination.

Advisory Services (SOW-based):

For Professional Services Agreements and SOWs:

• You may terminate for convenience upon 30 days' prior written notice

• Upon such termination, you shall pay for:

  • All Services performed through the date of termination

  • Any Services scheduled within 30 days following notice

• Syntari will be paid for all fees not disputed in good faith relating to Services actually rendered through the termination date

• All pre-approved expenses incurred prior to termination

18.2 Termination by Syntari

Platform Subscriptions:

We may suspend or terminate your access immediately, without notice or liability, for:

• Violation of Terms: Breach of these Terms, Privacy Policy, or Acceptable Use Policy

• Non-Payment: Failure to pay fees when due

• Fraud or Abuse: Fraudulent, abusive, or harmful conduct

• Security Threats: Conduct that poses security risks to us or other users

• Legal Compliance: Required by law, court order, or government request

• Repeated Violations: Pattern of policy violations

• Inactivity: Extended period of account inactivity (with notice)

Advisory Services (Termination for Cause):

Either party may terminate a PSA or SOW for material breach that is not cured within 15 days after written notice of the breach.

18.3 Suspension

We may suspend your access temporarily:

• While investigating suspected violations

• To prevent ongoing harm or abuse

• Due to technical issues or maintenance

• For non-payment (until payment is received)

We will provide notice and opportunity to cure when reasonably practicable.

18.4 Effect of Termination

Upon termination by either party:

• License Termination: Your license to use the Services immediately terminates

• Data Access: You lose access to Your Data (export before termination)

• Data Deletion: We will delete Your Data within 90 days (unless legally required to retain)

• Fees Owed: You remain liable for all fees incurred before termination

• Survival: Sections that by their nature should survive will continue (see Section 18.5)

18.5 Surviving Provisions

The following sections survive termination:

• Section 5 (Billing and Payment)

• Section 8 (User Content - ownership provisions)

• Section 9 (Intellectual Property Rights)

• Section 13 (Confidentiality)

• Section 15 (Disclaimers)

• Section 16 (Limitation of Liability)

• Section 17 (Indemnification)

• Section 19 (Dispute Resolution)

• Section 20 (Governing Law)

• Section 22 (Miscellaneous)

19. Dispute Resolution and Arbitration

19.1 Informal Resolution

BEFORE INITIATING ARBITRATION OR LITIGATION, YOU AGREE TO FIRST CONTACT US TO ATTEMPT TO RESOLVE THE DISPUTE INFORMALLY.

Contact: legal@syntari.ai

We will attempt to resolve disputes within 60 days of receiving notice.

19.2 Binding Arbitration

IF INFORMAL RESOLUTION FAILS, YOU AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT AS PROVIDED IN SECTION 19.4.

Arbitration Rules:

• Administrator: American Arbitration Association (AAA)

• Rules: AAA Commercial Arbitration Rules

• Location: Wilmington, Delaware (or mutually agreed location)

• Arbitrator: Single arbitrator selected per AAA rules

• Language: English

• Costs: Each party bears its own costs unless the arbitrator awards costs to the prevailing party

Arbitration Procedures:

• Arbitration is confidential

• The arbitrator may award any relief that a court could award

• The arbitrator's decision is final and binding

• Judgment on the award may be entered in any court of competent jurisdiction

19.3 Class Action Waiver

YOU AND SYNTARI AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.

• You may not bring claims as a plaintiff or class member in a class, consolidated, or representative action

• The arbitrator may not consolidate multiple parties' claims

• The arbitrator may not preside over any class, consolidated, or representative proceeding

19.4 Exceptions to Arbitration

Either party may seek relief in court for:

• Injunctive Relief: Claims for injunctive or equitable relief to protect intellectual property rights

• Small Claims Court: Claims within the jurisdiction of small claims court

• Emergency Relief: Provisional or urgent relief pending arbitration

19.5 Opt-Out of Arbitration

You may opt-out of arbitration by:

• Sending written notice to legal@syntari.ai within 30 days of first accepting these Terms

• Including your name, email, and clear statement that you opt-out of arbitration

If you opt-out, disputes will be resolved in court (see Section 20).

19.6 Future Changes to Arbitration

If we make material changes to this arbitration provision:

• You may reject the change by opting out within 30 days of notice

• Rejection does not affect other Terms provisions

20. Governing Law

20.1 Applicable Law

These Terms are governed by and construed in accordance with:

• Federal Law: Applicable U.S. federal law

• State Law: The laws of the State of Delaware

Without regard to conflict of law principles.

20.2 Jurisdiction and Venue

If disputes are not resolved through arbitration (see Section 19.4), you agree that:

• Exclusive Jurisdiction: State and federal courts located in Wilmington, Delaware have exclusive jurisdiction

• Venue: You consent to personal jurisdiction and venue in these courts

• Waiver: You waive any objection to jurisdiction or venue in these courts

20.3 International Users

If you access the Services from outside the United States:

• You do so at your own risk

• You are responsible for compliance with local laws

• Delaware law governs to the extent permitted by local law

• If your local laws require application of local consumer protection laws, such laws apply only to the extent mandatory

21. Changes to Terms

21.1 Right to Modify

We reserve the right to modify these Terms at any time.

21.2 Notice of Changes

We will notify you of material changes by:

• Email: To your registered email address

• Platform Notice: Prominent notice in the Services

• Website: Posting on syntari.ai

Notice will be provided at least 30 days before changes take effect.

21.3 Acceptance of Changes

By continuing to use the Services after changes take effect, you accept the modified Terms.

If you do not agree to changes:

• You must stop using the Services

• You may terminate your account before changes take effect

• Termination does not entitle you to a refund

21.4 Version History

Previous versions of these Terms are available upon request to legal@syntari.ai.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Syntari regarding the Services and supersede all prior agreements, understandings, or communications.

22.2 Severability

If any provision of these Terms is held invalid or unenforceable:

• That provision will be enforced to the maximum extent permitted

• The remaining provisions will remain in full force and effect

22.3 Waiver

Failure to enforce any right or provision of these Terms does NOT constitute a waiver of such right or provision.

Any waiver must be in writing and signed by Syntari.

22.4 Assignment

You may NOT assign or transfer these Terms or your rights under them without our prior written consent.

We may assign these Terms without restriction, including:

• To an affiliate or subsidiary

• In connection with a merger, acquisition, or sale of assets

• By operation of law

22.5 No Third-Party Beneficiaries

These Terms do NOT create any third-party beneficiary rights except as expressly stated.

22.6 Insurance

During the term of any Advisory Services engagement and any surviving obligations, Syntari shall maintain commercially reasonable insurance coverage customary for similar professional services, including:

• Professional liability insurance (errors and omissions)

• General liability insurance

• Cyber liability insurance

• Workers' compensation (as required by law)

Upon request, Syntari will provide certificates of insurance evidencing such coverage.

22.7 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control ("Force Majeure Event"), including:

• Acts of God (natural disasters, pandemics, earthquakes, floods)

• War, terrorism, or civil unrest

• Government action, restrictions, or regulations

• Public health emergencies

• Internet or telecommunications failures

• Third-party service provider failures

• Labor disputes, strikes, or lockouts

• Fires, explosions, or severe weather

Obligations During Force Majeure:

• The affected Party shall provide prompt notice to the other Party of the Force Majeure Event

• The affected Party shall use commercially reasonable efforts to mitigate the impact of such event

• The affected Party shall resume its obligations as soon as reasonably practicable upon such event's cessation

Extended Force Majeure: If a Force Majeure Event continues for more than thirty (30) days, either Party may terminate the affected Services upon written notice to the other Party.

22.8 Export Compliance

You agree to comply with all applicable export control laws and regulations, including:

• U.S. Export Administration Regulations (EAR)

• International Traffic in Arms Regulations (ITAR)

• OFAC sanctions programs

You represent that you are not located in, under the control of, or a national or resident of any restricted country.

22.8 Insurance

During the term of these Terms and for advisory engagements, Syntari shall maintain commercially reasonable insurance coverage customary for similar services, including but not limited to:

• Professional liability insurance (errors and omissions)

• General liability insurance

• Cyber liability insurance

• Workers' compensation insurance (as required by law)

Upon request, Syntari will provide certificates of insurance evidencing such coverage.

22.9 Government Users

If you are a U.S. government entity:

• The Services are "commercial items" as defined in FAR 2.101

• Government users acquire the Services with only those rights set forth in these Terms

• Use, reproduction, and disclosure are subject to these Terms

22.10 Language

These Terms are provided in English. Any translations are for convenience only. In case of conflict, the English version controls.

22.11 Headings

Section headings are for convenience only and do not affect interpretation.

22.12 Notices

Form and Delivery: All notices under these Terms shall be in writing and may be delivered by:

• Personal delivery

• Certified or registered mail (return receipt requested)

• Nationally recognized overnight courier (e.g., FedEx, UPS)

• Email (to the addresses specified below)

Effective Date:

• Email notices shall be deemed given on the date of delivery, provided no automated delivery failure notice is received

• Mail and courier notices shall be deemed given upon receipt

• Personal delivery shall be deemed given when delivered

Routine Operational Communications: Day-to-day operational communications (e.g., support requests, platform updates) may be sent by email and do not require formal notice procedures.

To You: We may provide notice via:

• Email to your registered email address

• Platform notification

• Posting on the Services

Notices are effective upon sending.

To Syntari: Send formal notices to:

Syntari International, Inc.
Attn: Legal Department
One Marina Drive, Suite 1410
Boston, Massachusetts 02210
United States
Email: legal@syntari.ai

Address Changes: Either Party may change its notice address by providing written notice to the other Party in accordance with this Section.

22.13 Relationship of Parties

You and Syntari are independent contractors. These Terms do NOT create:

• An employment relationship

• A partnership or joint venture

• An agency relationship

• A franchise

Neither party has authority to bind the other.

22.14 Equitable Relief

You acknowledge that:

• Breach of Sections 6, 9, or 13 may cause irreparable harm

• Monetary damages may be inadequate

• We are entitled to seek injunctive relief without posting bond

23. Contact Information

Syntari International, Inc.

Address:
One Marina Drive, Suite 1410
Boston, Massachusetts 02210
United States

Email Contacts:

• General Support: support@syntari.ai

• Legal Inquiries: legal@syntari.ai

• Privacy: privacy@syntari.ai

• Data Protection Officer: dpo@syntari.ai

• AI Privacy: ai-privacy@syntari.ai

• DMCA Agent: dmca@syntari.ai

• Accounts Payable (Advisory Invoices): ap@syntari.ai

Website: https://syntari.ai

END OF TERMS OF SERVICE

By using Syntari's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

© 2025 Syntari International, Inc. All rights reserved.