Terms of Service

01Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Services" means the AI-powered voice automation, lead qualification, appointment scheduling, and related infrastructure services provided by Syncora Systems.
• "Platform" means the Syncora Systems technology stack, including APIs, dashboards, integrations, and voice agent configurations.
• "Voice Agent" means an AI-powered conversational entity deployed to conduct telephone calls on behalf of the Client.
• "Core Engine" means Syncora's proprietary AI models, algorithms, voice synthesis technology, and underlying infrastructure.
• "Client Data" means all data, content, recordings, and information provided by or generated on behalf of the Client through use of the Services.
• "Effective Date" means the date on which Client first accesses the Services or executes a Service Order, whichever occurs first.

02Scope of Service

Syncora Systems operates as an enterprise AI infrastructure provider specializing in autonomous voice intelligence solutions for B2B organizations. Our Services include, but are not limited to:

Service Level: We commit to 99.5% uptime for voice infrastructure (excluding scheduled maintenance). Detailed SLA terms are specified in your Service Order.

03Usage Restrictions

Client agrees that the Services shall NOT be used for any of the following purposes:

• Harassment or Intimidation: Using Voice Agents to threaten, harass, stalk, or intimidate any individual.
• Spam or Unsolicited Contact: Making calls to individuals who have not consented or are on Do-Not-Call registries.
• Fraudulent Activities: Impersonating individuals, organizations, or government entities for deceptive purposes.
• Unauthorized Deepfakes: Creating voice clones without explicit written consent from the voice owner.
• Illegal Solicitation: Promoting illegal products, services, or schemes including pyramid schemes and unlicensed securities.
• Disinformation Campaigns: Spreading false information intended to deceive the public or manipulate elections.
• TCPA/GDPR Violations: Any use that violates telecommunications or data protection regulations.
• Competitor Interference: Using the Services to disrupt, scrape, or reverse-engineer competitor systems.

Monitoring: Syncora reserves the right to monitor call logs and transcripts for compliance with these restrictions. Suspicious activity will be flagged for review.

04Payment Terms

Payment Methods: We accept ACH bank transfer, wire transfer, and major credit cards. Enterprise clients may request NET-30 terms upon credit approval.

05Refund Policy

Refund eligibility is as follows:

• Setup Fees: Non-refundable under any circumstances.
• Prepaid Subscription: Pro-rata refund available only if Syncora materially fails to deliver contracted services for 30+ consecutive days.
• Usage Credits: Non-refundable; unused credits expire at the end of the billing period.
• Client-Initiated Cancellation: No refund for remaining prepaid period; service continues until end of paid term.

Chargebacks: Filing a chargeback without first attempting resolution through our support channels constitutes a breach of this Agreement and may result in collection action plus legal fees.

06AI Accuracy Disclaimer

CLIENT ACKNOWLEDGES AND AGREES THAT:

• AI Hallucinations: Large Language Models (LLMs) may generate responses that are factually incorrect, internally inconsistent, or entirely fabricated ("hallucinations"). Syncora does not guarantee the accuracy of any AI-generated content.
• No Professional Advice: Voice Agents do not provide legal, medical, financial, or other professional advice. Outputs should not be relied upon for critical decisions without human verification.
• Contextual Errors: AI may misinterpret caller intent, accent, background noise, or ambiguous language, leading to incorrect actions or responses.
• Training Data Limitations: AI models are trained on historical data and may not reflect current events, pricing, availability, or regulatory changes.

07Intellectual Property Rights

License Grant: Client grants Syncora a non-exclusive, worldwide license to use Client Data solely for the purpose of providing the Services and improving our AI models (in anonymized form).

Restrictions: Client shall not reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Core Engine.

08Data Ownership & Portability

Client Data Ownership: Client retains all rights, title, and interest in Client Data. Syncora acts as a data processor, not a data controller, with respect to Client Data.

Data Export: Upon termination, Client may request export of their data within 30 days. Exports will be provided in standard formats (CSV, JSON) at no additional charge.

Data Deletion: Following the 30-day export window, Client Data will be permanently deleted from our systems within 90 days, except as required for legal compliance.

Anonymized Data: Syncora retains the right to use anonymized, aggregated data for service improvement, benchmarking, and research purposes in perpetuity.

09Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the course of this Agreement.

Confidential Information includes: Pricing terms, technical specifications, business strategies, customer lists, and any information marked "Confidential."

Exclusions: Information that is publicly available, independently developed, or rightfully obtained from third parties is not subject to confidentiality obligations.

Duration: Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

10Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Syncora shall not be liable for any indirect, incidental, special, consequential, or punitive damages.
• Syncora shall not be liable for loss of profits, revenue, data, business opportunities, or goodwill.
• Syncora shall not be liable for damages arising from AI errors, hallucinations, or service interruptions.
• Syncora shall not be liable for third-party claims against Client arising from use of the Services.

Essential Purpose: The limitations in this section shall apply even if any remedy fails of its essential purpose.

11Indemnification

Client Indemnification: Client agrees to indemnify, defend, and hold harmless Syncora Systems, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Client's breach of this Agreement
• Client's violation of applicable laws or regulations
• Client's failure to obtain proper consents from end-users
• Claims by third parties arising from Client's use of the Services
• Client Data that infringes intellectual property rights of third parties

Syncora Indemnification: Syncora will defend Client against claims that the Core Engine infringes valid U.S. patents or copyrights, subject to prompt notification and cooperation.

12Termination

Termination for Convenience: Either party may terminate this Agreement with 30 days' written notice. No refund for prepaid fees; service continues until end of paid term.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within 15 days of written notice.

Effect of Termination: Upon termination, Client's access to the Platform will be revoked. Client may request data export within 30 days.

13Dispute Resolution

Informal Resolution: Before initiating formal proceedings, parties agree to attempt good-faith resolution through direct negotiation for at least 30 days.

Binding Arbitration: Any disputes not resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Location: Arbitration shall take place in Delaware, USA, or remotely via video conference at the arbitrator's discretion.

Class Action Waiver: BOTH PARTIES WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATION.

Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

14General Provisions

• Entire Agreement: This Agreement, together with any Service Orders, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.
• Amendments: Syncora may modify these terms with 30 days' notice. Continued use after the effective date constitutes acceptance.
• Severability: If any provision is held invalid, the remaining provisions shall continue in full force and effect.
• Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement.
• Assignment: Client may not assign this Agreement without Syncora's written consent. Syncora may assign to successors or affiliates.
• Force Majeure: Neither party shall be liable for delays caused by circumstances beyond reasonable control, including natural disasters, war, or government actions.
• Notices: Legal notices shall be sent to the email addresses on file and are effective upon confirmed receipt.

15Contact Information

For questions about these Terms of Service or to provide legal notices: