End User License Agreement
This End User License Agreement (this "Agreement") is a binding contract between Sync Nexus ("Sync Nexus," "we," "us," or "our") and the individual or entity accessing or using the Service ("you" or "Customer"). It governs your access to and use of the Sync Nexus integration platform, including its web applications, connectors, flow-generation tools, execution engine, APIs, and related services (collectively, the "Service").
By creating an account, clicking to accept this Agreement, connecting a third-party system to the Service, or otherwise accessing or using the Service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to this Agreement, do not access or use the Service.
If you and Sync Nexus have executed a separate written subscription or master services agreement covering the Service, that agreement controls to the extent it conflicts with this one.
1. The Service
Sync Nexus is a software-as-a-service integration platform. It lets you describe a data workflow, generates an integration flow from that description, and executes the flow between the business systems you choose to connect — for example, between a commerce platform and an accounting or ERP system. The Service records the execution of your flows so that individual records can be traced.
2. Right to use the Service
Subject to this Agreement and payment of applicable fees, Sync Nexus grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service for your internal business purposes. The Service is licensed for access, not sold; no software is sold to you, and Sync Nexus and its licensors retain all rights not expressly granted.
3. Accounts
You must provide accurate, current registration information and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at legal@syncnexus.ai if you suspect unauthorized use of your account.
4. Subscriptions and fees
- Access to paid features requires a subscription. Fees, billing frequency, and included usage are as stated in your order, quote, or the pricing presented to you when you subscribe.
- Unless your order says otherwise, subscriptions renew automatically for successive terms of the same length until either party gives notice of non-renewal before the current term ends.
- Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, other than taxes on our income.
- Except where required by law or expressly stated in your order, fees are non-refundable.
5. Your data
"Customer Data" means data that you submit to the Service or that the Service retrieves from systems you connect, including business records such as orders, invoices, customers, products, and payments.
- You own it. As between you and Sync Nexus, you retain all rights in Customer Data. You grant us a limited license to host, copy, transmit, process, and display Customer Data solely to provide and support the Service, to maintain execution records and traceability, and as otherwise permitted by this Agreement and our Privacy Policy.
- We do not sell it. We do not sell Customer Data and do not use it for advertising.
- You are responsible for it. You represent that you have the rights and consents needed for the Customer Data you process through the Service, and that your use of the Service complies with laws applicable to that data.
- Security. We maintain administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption of credentials and third-party access tokens.
- Deletion. Upon written request following termination, or when you disconnect a connected system, we will delete the associated Customer Data and access tokens within a commercially reasonable period, except where retention is required by law or for legitimate audit and dispute purposes.
6. Third-party platforms and connected systems
The Service connects to third-party products and services that you choose to link to your account ("Connected Systems"), such as commerce platforms, ERPs, and accounting systems, including Intuit QuickBooks Online.
- Your authorization. The Service accesses a Connected System only after you authorize that connection through the Connected System's own authorization mechanism (for example, OAuth). The Service accesses only the data needed to operate the flows you configure.
- You may disconnect at any time. Disconnecting a Connected System revokes the Service's access authorization to it. Flows that depend on that connection will stop running.
- Their terms apply. Your use of each Connected System is governed by your agreement with its provider, not by this Agreement. You are responsible for maintaining your own accounts and subscriptions with those providers, and for complying with their terms — including, for QuickBooks Online, the applicable Intuit terms of service.
- No responsibility for third parties. Sync Nexus does not control Connected Systems and is not responsible for their availability, accuracy, or performance, or for changes to their APIs that affect the Service.
- No affiliation. Sync Nexus is an independent product. It is not affiliated with, sponsored by, or endorsed by Intuit Inc. or any other Connected System provider. Intuit, QuickBooks, and QuickBooks Online are registered trademarks of Intuit Inc. All other trademarks are the property of their respective owners.
7. AI-assisted flow generation; your responsibility for flows
The Service uses artificial intelligence to generate integration flows from your descriptions. Generated flows are proposals: you review, approve, and activate them. Because you know your business, your data, and your accounting treatment, you are responsible for verifying that an activated flow does what you intend — including field mappings, account codings, transformations, and the direction in which data is written. The Service provides execution records and traceability to help you verify behavior, but Sync Nexus does not warrant that a generated flow matches your business intent.
8. Acceptable use
You will not, and will not permit anyone else to:
- use the Service in violation of applicable law, or to process data you have no right to process;
- reverse engineer, decompile, or attempt to extract source code from the Service, except to the extent such restriction is prohibited by law;
- resell, sublicense, or provide the Service to third parties as a service bureau, except under a partner agreement with us;
- circumvent usage limits, security controls, or the sandboxing of user-provided transform code;
- interfere with the integrity or performance of the Service or other customers' use of it;
- use the Service to transmit malicious code, or to send spam or unlawful communications;
- access the Service to build a competing product or copy its features or user interface.
9. Intellectual property
Sync Nexus and its licensors own the Service, including all software, models, prompts, templates, connectors, documentation, and the flow representations and execution infrastructure the Service generates and operates — excluding Customer Data. Flow definitions you configure are yours to use within the Service; the underlying platform components they rely on remain ours. If you provide feedback or suggestions, we may use them without restriction or obligation to you.
10. Confidentiality
Each party may receive non-public information from the other that is marked confidential or that reasonably should be understood as confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to employees, advisors, and contractors under confidentiality obligations, or as required by law with reasonable notice where permitted.
11. Privacy
Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into this Agreement by reference.
12. Availability, support, and changes
We may improve, modify, or discontinue features of the Service, provided we do not materially reduce the core functionality of your paid subscription during its term. The Service may be temporarily unavailable for maintenance or due to causes outside our control. Support channels and any service-level commitments are as described in your order or our then-current support terms.
13. Warranty disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNC NEXUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SYNC NEXUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED FLOWS WILL BE ACCURATE OR SUITED TO YOUR REQUIREMENTS. THE SERVICE IS NOT ACCOUNTING, TAX, OR LEGAL ADVICE; YOU ARE RESPONSIBLE FOR THE ACCURACY OF YOUR BOOKS AND RECORDS.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID TO SYNC NEXUS FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
15. Indemnification
By us. We will defend you against third-party claims alleging that the Service, as provided by us and used as permitted here, infringes that third party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises, we may modify the Service, procure rights for you, or terminate the affected subscription with a pro-rata refund. This obligation does not cover claims arising from Customer Data, Connected Systems, or combinations with items not provided by us.
By you. You will defend Sync Nexus against third-party claims arising from Customer Data, your use of the Service in violation of this Agreement or applicable law, or your breach of terms governing a Connected System, and will pay resulting damages finally awarded or agreed in settlement.
The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party.
16. Term, suspension, and termination
- This Agreement applies from your first acceptance or use of the Service and continues while you have an active account or subscription.
- Either party may terminate for material breach that remains uncured thirty (30) days after written notice.
- We may suspend access immediately where reasonably necessary to protect the Service, other customers, or Connected Systems — for example, in response to a security incident or a violation of Section 8 — and will restore access once the issue is resolved.
- Upon termination, your right to use the Service ends, active flows stop, and access tokens for Connected Systems are revoked. For thirty (30) days after termination, we will make Customer Data available for export on request, after which Section 5 (Deletion) applies.
- Sections that by their nature should survive termination do so, including Sections 5, 9, 10, 13, 14, 15, 17, and 18.
17. Governing law and disputes
This Agreement is governed by the laws of the State of Delaware, USA, excluding its conflict-of-law rules. The exclusive venue for disputes arising out of or relating to this Agreement is the state or federal courts located in Delaware, and each party consents to personal jurisdiction there. Each party waives any right to a jury trial to the extent permitted by law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18. General
- Changes to this Agreement. We may update this Agreement from time to time. Material changes will be notified through the Service or by email at least thirty (30) days before they take effect, and the updated version will apply from its stated effective date. Continued use after the effective date constitutes acceptance.
- Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.
- Export and sanctions. You will comply with applicable export control and sanctions laws and represent that you are not located in an embargoed jurisdiction or on a restricted-party list.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
- Notices. Legal notices to us must be sent to legal@syncnexus.ai. Notices to you may be sent to the email address on your account.
- Entire agreement; severability; waiver. This Agreement, together with your order and the policies it references, is the entire agreement regarding the Service and supersedes prior discussions. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.
19. Contact
Questions about this Agreement: legal@syncnexus.ai.