Terms of Service

1. Definitions

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
• "Authorized User" means an individual who is employed or engaged by Customer and authorized by Customer to use the Service.
• "Customer Data" means data, records, files, content and other information that Customer or its Authorized Users submit to or process through the Service.
• "Documentation" means the user guides, technical documentation and policies that SYNCA makes available for the Service.
• "Order" means an order form, online checkout, statement of work or quote that references these Terms.
• "Subscription" means the right to access and use the Service during the term and within the limits set out in the applicable Order and these Terms.
• "Third‑Party Services" means third‑party platforms, integrations, APIs and tools that Customer chooses to connect to the Service.

2. The Service

The Service is an integration layer that allows Customer to connect business systems (such as CRMs, ERPs, e‑commerce platforms, payment gateways and data warehouses) and synchronize records between them on a configurable basis. Specific features, plans, usage limits and SLA commitments are described in the Order and Documentation.

SYNCA reserves the right to modify, enhance, deprecate or discontinue features of the Service at any time. We will provide reasonable advance notice for material adverse changes that affect availability or core functionality of a paid plan.

3. Eligibility and Accounts

• You must be at least eighteen (18) years old, have legal capacity to enter into a binding contract, and not be prohibited from using the Service under applicable law.
• You must register with accurate, current and complete information and keep it updated.
• Customer is responsible for all activity that occurs under its account, including all acts and omissions of its Authorized Users.
• Customer must keep credentials and API tokens confidential, implement appropriate security controls (including multi‑factor authentication where available) and notify SYNCA promptly of any suspected unauthorized access.
• Each Authorized User must have a unique login. Sharing of login credentials is prohibited.

4. Subscription, Fees and Billing

1. Subscription term. Subscriptions are sold on a monthly basis and renew automatically at the start of each billing period unless cancelled in accordance with Section 5. Annual plans, if offered, renew automatically for successive twelve (12) month terms unless cancelled at least thirty (30) days prior to the end of the current term.
2. Fees. Customer will pay the fees stated on the applicable Order or on the pricing page in effect at the time of the order. All fees are stated in New Israeli Shekels unless otherwise indicated, are exclusive of VAT and other taxes, and are non‑cancellable and non‑refundable except as expressly stated in these Terms.
3. Usage‑based and overage charges. If Customer exceeds the usage limits of the applicable plan, SYNCA will charge overage fees at the rates stated on the pricing page or Order, or upgrade Customer to a higher tier on prior notice.
4. Payment. Payment is due upon receipt of the invoice unless otherwise stated. Customer authorizes SYNCA (and its payment processors) to charge the payment method on file for all amounts owed, including renewals.
5. Late payments. Past‑due amounts accrue interest at the lower of one and a half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs (including legal fees). SYNCA may suspend the Service for unpaid amounts after written notice.
6. Taxes. Fees are exclusive of all taxes. Customer is responsible for VAT and any other taxes (other than taxes on SYNCA's net income). Where SYNCA is required to collect such taxes, they will be added to the invoice.
7. Price changes. SYNCA may change fees and introduce new charges at any time, effective at the start of the next renewal term, on at least thirty (30) days' prior notice. Continued use after the effective date constitutes acceptance.
8. Disputed invoices. Customer must notify SYNCA in writing within fifteen (15) days of the invoice date of any disputed amount, otherwise the invoice is deemed accepted.

5. Cancellation and Refunds

1. Cancellation of monthly subscriptions. Monthly subscriptions renew automatically at the beginning of each calendar month. A Customer wishing to cancel must give written notice at least seven (7) business days before the end of the then‑current month. Notices received within seven (7) business days of month‑end will take effect at the end of the following month.
2. Effect of cancellation. Upon timely cancellation, Customer will be charged on a pro‑rata basis for the portion of the month actually used, and any balance owed to Customer will be refunded within fourteen (14) business days of the effective cancellation date via the original payment method.
3. Implementation fees. Implementation, integration and other professional services are scoped and priced according to the Customer's requirements. If Customer cancels before completion of the implementation, Customer will be billed for work actually performed up to the date of cancellation, including time, third‑party costs and pre‑committed resources.
4. Refund mechanics. Refunds are issued using the same payment instrument used for the original transaction. No refunds will be granted for services that have already been delivered in full before the cancellation request, for usage that has already accrued, or for periods where the Service was available but unused.
5. Termination by SYNCA. SYNCA may terminate the Subscription immediately for cause as described in Section 15. Termination by SYNCA for cause does not entitle Customer to any refund.
6. Cancellation contact. All cancellation notices and refund requests must be sent to info@synca.co.il. Cancellations are effective only upon SYNCA's written acknowledgement.

6. License Grant and Restrictions

Subject to these Terms and the timely payment of fees, SYNCA grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right to access and use the Service during the term solely for Customer's internal business operations and in accordance with the Documentation and the applicable Order.

Customer will not, and will not permit any Authorized User or third party to:

• copy, modify, translate, adapt or create derivative works of any part of the Service;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or models of the Service, except to the extent expressly permitted by applicable law;
• sell, resell, sublicense, lease, distribute, rent, time‑share or otherwise commercially exploit the Service or make it available to any third party;
• use the Service to build, train or improve a competing product or service, or to benchmark its features or performance for the benefit of a competitor;
• interfere with or disrupt the integrity, security or performance of the Service, attempt to gain unauthorized access to any part of it, or circumvent any rate limits, quotas or access controls;
• upload or transmit any malicious code, virus, worm or harmful component, or any data that infringes any right of a third party or violates any law;
• scrape, crawl or harvest data from the Service or use automated means to access the Service other than through documented APIs and in accordance with their rate limits;
• remove, obscure or alter any proprietary notice or branding on the Service;
• use the Service in or for the benefit of any sanctioned country, party or end use prohibited by applicable export laws.

7. Customer Data

1. Ownership. As between the parties, Customer retains all right, title and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to SYNCA.
2. License to SYNCA. Customer grants SYNCA a worldwide, non‑exclusive, royalty‑free license to host, store, transmit, copy, display, modify, process and otherwise use Customer Data solely as necessary to (a) provide the Service in accordance with these Terms, (b) prevent or address technical or security problems, (c) comply with applicable law, and (d) enforce these Terms.
3. Aggregated data. SYNCA may collect, generate and use aggregated, de‑identified or anonymized data derived from Customer Data and operational telemetry for any lawful business purpose, including product analytics, benchmarking, research and improvement of the Service. Such data does not constitute Customer Data.
4. Customer responsibilities. Customer is solely responsible for (a) the accuracy, quality, legality, reliability and appropriateness of Customer Data, (b) ensuring it has all rights, consents and lawful bases necessary to share Customer Data with SYNCA and to have it processed for Customer's purposes, and (c) the configuration of integrations and the flow of data between Third‑Party Services.
5. Privacy. SYNCA's processing of personal information in the course of providing the Service is described in the Privacy Policy and, where applicable, governed by a Data Processing Addendum.
6. Retention and deletion on termination. Upon termination or expiration, SYNCA will, on Customer's written request received within thirty (30) days of the effective date, make Customer Data available for export in a commercially reasonable format. After such period, or absent a timely request, SYNCA may delete Customer Data from its systems, except where retention is required by law.
7. Backups are not a substitute. SYNCA performs backups for its own operational continuity. Customer is responsible for maintaining its own backups of Customer Data and must not rely on SYNCA's backups as a primary backup mechanism.

8. Acceptable Use

Customer will not use the Service in a manner that is unlawful, fraudulent, deceptive, defamatory, obscene, harassing or threatening, or in a manner that infringes the rights of any person. Without limiting the foregoing, Customer will not use the Service:

• to send unsolicited communications in violation of applicable anti‑spam laws;
• to process or transmit data that is unlawful for Customer to process or transmit;
• to engage in any activity that imposes an unreasonable load on the Service or interferes with other customers' use;
• to violate any applicable law, regulation or third‑party right;
• in connection with high‑risk activities where failure or inaccuracy could lead to death, personal injury or environmental damage, including the operation of life support, emergency response, nuclear, aviation or mass transit systems.

SYNCA may, at its sole discretion, investigate suspected violations and suspend or terminate any Authorized User's access immediately and without prior notice when necessary to protect the Service, other customers or any third party.

9. Third‑Party Services

The Service is designed to interoperate with Third‑Party Services. Customer is solely responsible for procuring, maintaining and complying with the terms of any Third‑Party Services it connects to the Service, including all fees charged by those providers. SYNCA does not control Third‑Party Services and is not responsible for their availability, accuracy, content, security, practices or any acts or omissions of their providers. The Service's interoperability with any Third‑Party Service may change at any time as a result of changes by the third‑party provider, and SYNCA disclaims any obligation to maintain such interoperability.

10. Beta Features

From time to time, SYNCA may offer alpha, beta, preview, evaluation or other pre‑release features ("Beta Features"). Beta Features are provided "as is" with no representation, warranty or commitment of any kind, may be modified or discontinued at any time, and may be subject to additional terms presented in connection with their use. SYNCA's aggregate liability with respect to Beta Features is limited to the amounts (if any) paid by Customer for them.

11. Service Levels and Support

Subject to scheduled maintenance, force majeure and other excused downtime, SYNCA will use commercially reasonable efforts to make the Service available in accordance with the service‑level commitments stated in the applicable Order or Documentation. Where no SLA is specified, the Service is provided on a reasonable‑efforts basis.

Support is provided in accordance with the support plan included in the applicable Order. SYNCA may modify the support offering at its discretion, provided that any material adverse change to a paid support plan will take effect at the start of the next renewal term.

12. Intellectual Property

SYNCA and its licensors retain all right, title and interest in and to the Service, all underlying software, models, algorithms, documentation, designs, trade names, trademarks, service marks, logos and all related intellectual property rights (collectively, "SYNCA IP"). Except for the limited license expressly granted in Section 6, no rights are granted to Customer in or to the SYNCA IP, whether by implication, estoppel or otherwise.

13. Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Service ("Feedback"), Customer hereby grants SYNCA a perpetual, irrevocable, worldwide, royalty‑free, fully paid‑up, sublicensable license to use, modify, distribute and otherwise exploit such Feedback for any purpose, without any obligation, attribution or compensation to Customer.

14. Confidentiality

Each party may have access to non‑public information of the other party that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will (a) use the same degree of care it uses to protect its own confidential information of similar importance (but in no event less than reasonable care), (b) limit access to those of its personnel and advisors who have a need to know and are bound by confidentiality obligations no less protective, and (c) use Confidential Information only as necessary to perform under these Terms. The receiving party may disclose Confidential Information if required by law, provided that it gives, where legally permitted, prior notice to the disclosing party and reasonable cooperation to seek a protective order. The obligations in this section survive termination for a period of five (5) years, except that Confidential Information that constitutes a trade secret will be protected for as long as it remains a trade secret under applicable law.

15. Suspension and Termination

1. Suspension. SYNCA may suspend Customer's access to the Service, in whole or in part, immediately and without prior notice if (a) Customer's use poses a security, legal or operational risk to SYNCA, the Service or any third party, (b) Customer has not paid amounts when due, (c) Customer is in breach of these Terms, or (d) suspension is required by law. SYNCA will use commercially reasonable efforts to notify Customer of the suspension and the basis for it.
2. Termination for cause. Either party may terminate these Terms immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days after receipt of written notice (or, in the case of non‑payment, ten (10) days), or (b) becomes the subject of a petition in bankruptcy, an assignment for the benefit of creditors, receivership or similar proceeding that is not dismissed within sixty (60) days.
3. Termination for convenience by SYNCA. SYNCA may terminate these Terms or any Subscription for convenience on thirty (30) days' prior written notice, in which case SYNCA will refund any prepaid, unused fees on a pro‑rata basis. No other refund is due.
4. Effect of termination. Upon termination or expiration, all rights granted to Customer terminate, Customer must cease all use of the Service, and all amounts then accrued become immediately due. Sections that by their nature should survive (including Sections 7, 8, 12, 13, 14, 15(d), 16, 17, 18, 19 and 21) will survive termination.

16. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ALL CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYNCA, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, ACCURACY, RELIABILITY, UNINTERRUPTED OR ERROR‑FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. SYNCA DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, BE COMPATIBLE WITH ANY PARTICULAR THIRD‑PARTY SERVICE, OR THAT DEFECTS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RISKS ARISING FROM CUSTOMER'S USE OF THE SERVICE.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNCA, ITS AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS, BUSINESS OPPORTUNITY, OR DATA; (C) BUSINESS INTERRUPTION OR COST OF SUBSTITUTE GOODS OR SERVICES; OR (D) DAMAGES ARISING OUT OF OR RELATING TO ANY THIRD‑PARTY SERVICE, IN EACH CASE WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF SYNCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, SYNCA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SYNCA FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND NEW ISRAELI SHEKELS (NIS 1,000), WHICHEVER IS LOWER.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SURVIVE ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

18. Indemnification by Customer

Customer will defend, indemnify and hold harmless SYNCA, its Affiliates and their respective officers, directors, employees, agents and licensors from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or related to (a) Customer Data, including any claim that Customer Data, or its processing through the Service as configured by Customer, infringes or misappropriates any third‑party right or violates any law; (b) Customer's or any Authorized User's use of the Service in breach of these Terms or in violation of any law; (c) any Third‑Party Service that Customer connects to the Service; and (d) any dispute between Customer and any third party arising in connection with Customer's use of the Service. SYNCA will (i) promptly notify Customer of the claim, (ii) provide reasonable cooperation at Customer's expense, and (iii) allow Customer to control the defense and settlement, provided that no settlement that admits liability or imposes any non‑monetary obligation on SYNCA may be entered without SYNCA's prior written consent.

19. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, epidemic or pandemic, internet, network or telecommunication failures, denial‑of‑service attacks, or the acts or omissions of third‑party providers.

20. Changes to the Terms

SYNCA may update these Terms from time to time. Material changes will be communicated by email or through the Service at least thirty (30) days before they take effect, except where a shorter period is required by law or appropriate for security or legal reasons. The "Last updated" date at the top reflects the most recent revision. Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to the updated Terms, Customer's sole remedy is to cancel the Subscription in accordance with Section 5.

21. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Israel, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The competent courts located in Tel Aviv‑Yafo, Israel, will have exclusive jurisdiction over any dispute, controversy or claim arising out of or relating to these Terms or the Service, and the parties irrevocably submit to that jurisdiction and waive any objection based on inconvenient forum.

22. Class Action Waiver

To the fullest extent permitted by law, each party agrees that any proceeding arising out of or relating to these Terms or the Service will be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective or representative action.

23. Notices

Notices to SYNCA must be sent to info@synca.co.il. Notices to Customer may be sent to the email address associated with Customer's account or to any address Customer provides. Notices are deemed received upon delivery confirmation or upon the next business day after dispatch, whichever is earlier.

24. Assignment

Customer may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, by operation of law or otherwise, without SYNCA's prior written consent. Any attempted assignment in violation of this section is void. SYNCA may freely assign these Terms in connection with a merger, acquisition, financing, reorganization or sale of substantially all of its assets.

25. Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

26. Export Compliance and Sanctions

The Service may be subject to export and trade sanctions laws, including those of Israel, the United States and the European Union. Customer represents and warrants that it is not (a) located in, or a resident or national of, any country or territory subject to comprehensive sanctions, (b) on any list of restricted parties maintained by a competent authority, or (c) using the Service for any prohibited end use. Customer will comply with all applicable export and sanctions laws.

27. Publicity

SYNCA may identify Customer as a user of the Service and use Customer's name and logo on its website, marketing materials and customer lists for the purpose of identifying Customer as a customer. Customer may opt out by written notice to info@synca.co.il.

28. Severability and Waiver

If any provision of these Terms is held to be unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any provision will be deemed a further or continuing waiver of that or any other provision.

29. Entire Agreement; Order of Precedence

These Terms, together with any Order, the Privacy Policy, any applicable Data Processing Addendum and the Documentation, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals or representations, whether written or oral. In the event of a conflict, the order of precedence is: (1) the Order; (2) the Data Processing Addendum; (3) these Terms; (4) the Documentation.

30. Contact

SYNCA
Jerusalem / Tel Aviv, Israel
Email: info@synca.co.il

This document is provided as a template aligned with SYNCA's commercial practices. It is not a substitute for legal advice. SYNCA recommends review by qualified counsel before publication or material amendment.