Terms of Service

The agreement between you and us governing your use of the service.

Prepared for SyntaxKit Inc.

These Terms of Service ("Terms") are a binding agreement between you and SyntaxKit Inc. ("we", "us", or "our") that governs your access to and use of our website, applications, APIs, and related services (collectively, the "Service"). By creating an account, accessing the Service, or clicking a button indicating acceptance, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you individually and your organization.

If you do not agree to these Terms, do not use the Service.

1. The Service

The Service is a software-as-a-service product that includes the features described on our website and in our documentation. We may add, remove, or change features at any time. Some features may be offered under separate plans, with usage limits, or as beta features that are explicitly identified as such.

2. Eligibility

You may use the Service only if you are legally capable of forming a binding contract with us. The Service is not intended for individuals under 16 years of age (or the lower minimum age permitted in your jurisdiction). If you are using the Service on behalf of an organization, that organization must be legally constituted in the jurisdiction in which it operates. The Service is not currently available in every jurisdiction; we may decline to provide service to anyone for any lawful reason.

3. Your account

To use most features you must create an account, either by signing up directly or through a supported identity provider. You agree to provide accurate, complete, and up-to-date information and to keep your credentials confidential. You are responsible for all activity that occurs under your account, whether or not authorized by you. Notify us immediately at legal@syntaxkit.com if you suspect unauthorized access. We may require additional security measures (including two-factor authentication) for sensitive operations.

If you create an organization or are added as a member of one, your administrator may set policies that limit your use of the Service, manage your seat, or remove your access. The administrator of an organization is the controller for personal data processed within that organization's workspace.

4. Acceptable use

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

  • use the Service in violation of any applicable law or regulation, including export-control and sanctions laws;
  • use the Service to send spam, phishing, fraudulent, harassing, defamatory, or unlawful communications;
  • upload, generate, or distribute content that infringes intellectual-property rights, that contains malware, or that depicts the sexual abuse of minors;
  • use the Service to generate or distribute non-consensual sexual imagery, deepfakes of real people without their consent, content designed to harass an identifiable person, or content that is otherwise prohibited by our usage policies;
  • attempt to disable, circumvent, or otherwise interfere with security, rate-limit, abuse-prevention, or licensing features;
  • probe, scan, or test the vulnerability of the Service except under a written agreement that authorizes such testing;
  • reverse-engineer, decompile, or disassemble the Service or any of its components, except to the extent applicable law expressly permits;
  • use scraping, automated data extraction, or AI training of competing products against the Service or any output it produces, except where you own the underlying rights;
  • resell, sublicense, rent, or otherwise commercialize the Service without our prior written consent;
  • use the Service in a manner that exceeds reasonable usage limits or that materially degrades performance for other customers.

We may suspend or terminate access for any account that we reasonably believe is being used in violation of this Section.

5. Your content

You retain ownership of the content, files, and data you submit to the Service ("Your Content"). You grant us a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Your Content solely as needed to operate, secure, and improve the Service for you, to enforce these Terms, and to comply with law. You are solely responsible for Your Content and for ensuring you have the rights necessary to upload it and to grant us this license.

If the Service includes AI-assistant features, you remain responsible for reviewing AI-generated output before relying on it. Output may be inaccurate or unsuitable for your purpose. We do not guarantee the correctness, completeness, or fitness of any AI output.

6. Feedback

If you send us suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation or attribution. You are not required to provide feedback.

7. Subscriptions, billing, and taxes

Paid features are offered under subscription plans described on our pricing page or in an order form. Unless otherwise stated, fees are quoted in USD, are billed in advance for the chosen billing period (monthly or annual), and renew automatically until canceled. You authorize us and our payment processor (Stripe) to charge the payment method on file for all amounts due, including applicable taxes.

You are responsible for any sales, use, value-added, or similar taxes, except for taxes on our net income. If we are required to withhold or collect any tax, you will pay the gross amount shown on the invoice plus the applicable tax.

We may change subscription prices for future billing periods. We will notify you at least 30 days before the change takes effect. The new price applies on the next renewal unless you cancel before that date.

If a free trial or promotional offer is included with your plan, the trial converts automatically to a paid subscription at the end of the trial period unless you cancel before the trial ends. Some promotional offers may have additional terms, which we will make available with the offer.

8. Refunds and cancellation

You may cancel your subscription at any time from your billing settings. Cancellation takes effect at the end of the current billing period; you continue to have access to paid features until then. Except where required by law or expressly stated in writing, fees are non-refundable. We do not provide pro-rated refunds for partial billing periods.

If a payment fails, we may suspend access to paid features until payment is successful. If a payment is unpaid for more than 30 days, we may downgrade or terminate the account.

9. Suspension and termination

We may suspend or terminate your access to the Service at any time, without notice, if we reasonably believe that you have violated these Terms, that your use creates a security or legal risk, or that we are required to do so by law. We will use reasonable efforts to notify you and provide an opportunity to cure where the violation is curable.

You may stop using the Service and delete your account at any time. On termination, your license to use the Service ends, and we may delete Your Content within a reasonable period, except where retention is required by law. We will provide reasonable assistance to export Your Content if you request it before termination.

10. Beta features and pre-release versions

Features that we identify as "beta", "preview", or "experimental" are provided "AS IS" and may be incomplete, unstable, or modified or removed at any time without notice. They may be subject to additional terms presented when you opt in. Beta features are not part of the committed Service for service-level or warranty purposes.

11. Third-party services

The Service may interoperate with third-party services (such as identity providers, payment processors, and integrations you enable). Your use of those services is governed by their own terms and privacy policies. We are not responsible for the actions, content, or availability of third-party services.

12. Confidentiality

Each party may receive confidential information from the other in connection with the Service. The receiving party will protect such information using at least the same degree of care it uses for its own confidential information (and in any event no less than reasonable care), use it only to perform under these Terms, and disclose it only to personnel who need to know and are bound by similar obligations of confidentiality. This Section does not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (after notice to the other party where lawful).

13. Intellectual property

The Service, including all software, content, and trademarks we make available, is owned by us or our licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. No other rights are granted by implication, estoppel, or otherwise.

14. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY AMOUNT EXCEEDING THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD 100), WHICHEVER IS GREATER. THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES, IN WHICH CASE THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED.

16. Indemnification

You will defend, indemnify, and hold harmless SyntaxKit Inc. and our officers, directors, employees, and agents from and against any third-party claim, demand, loss, damage, cost, or expense (including reasonable legal fees) arising out of or related to (a) Your Content, (b) your use of the Service in violation of these Terms or applicable law, or (c) your violation of any third-party right. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us as we reasonably request.

17. Force majeure

Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications outages, or other events of force majeure. The affected party will use reasonable efforts to resume performance promptly.

18. Governing law and venue

These Terms are governed by the laws of Delaware, United States, without regard to its conflict-of-laws principles. The exclusive venue for any dispute arising out of or relating to these Terms is the courts located in Delaware, United States, and each party consents to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Dispute resolution

Before filing a formal proceeding, the parties will attempt in good faith to resolve any dispute arising out of these Terms by sending a written notice to the other party that describes the dispute and a proposed resolution. If the dispute is not resolved within 30 days of the notice, either party may proceed in accordance with this Section.

If you reside in a jurisdiction where mandatory arbitration or class-action waivers are enforceable and consistent with consumer-protection law, you and we agree that any unresolved dispute will be resolved by binding individual arbitration administered by JAMS under its then-current rules, and that you waive the right to participate in a class, collective, or representative action. This Section does not apply where prohibited by mandatory consumer-protection law or where you are entitled to bring claims in small-claims court.

20. Changes to these Terms

We may change these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent version. If a change is material, we will provide reasonable advance notice (for example, by email or in the Service) before the change takes effect. Continued use of the Service after the effective date constitutes your acceptance of the updated Terms. If you do not agree to a change, you must stop using the Service.

21. Miscellaneous

  • Entire agreement. These Terms, together with any order form, plan-specific terms, our Privacy Policy, and our License, are the entire agreement between you and us regarding the Service and supersede any prior agreements on the same subject.
  • Severability. If any provision is found unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
  • Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets.
  • No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
  • Notices. Notices to us must be sent to legal@syntaxkit.com. Notices to you may be sent to the email address on your account or posted in the Service.
  • Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, or agency relationship.
  • Headings. Section headings are for convenience only and do not affect interpretation.

22. Contact

If you have questions about these Terms, contact us at: