Effective Date: 2025-08-14.

Article 1 (Definitions)

For the purposes of this Agreement:

1. “Service” means the online platform operated by Syncly Social, including all features for social media data collection, analysis, reporting, API integrations, monitoring, and marketing performance measurement.

2. “User” means any individual or entity that has accepted these Terms and uses the Service.

3. “Organization Account” means an account that is managed and accessed by multiple users within the same organization.

4. “User Content” means any data, text, images, videos, documents, or other materials uploaded, stored, generated, or transmitted by the User within the Service.

5. “Platform Data” means any third-party social media data, statistics, or reports collected, processed, or provided by the Company.

6. “Third-Party Platform” means any external service or platform, such as TikTok, Instagram, YouTube, Facebook, LinkedIn, or similar.

Article 2 (Acceptance and Changes to the Terms)

1. These Terms become effective upon being posted on the Company’s website or application.

2. The Company may revise these Terms in compliance with applicable laws.

3. Changes will be notified at least 7 days in advance (30 days for material changes).

4. Continued use of the Service after changes have been posted constitutes acceptance of the revised Terms.

Article 3 (Formation of Agreement)

1. The Agreement is formed when a User accepts these Terms and the Company approves the application.

2. The Company may reject applications if:

   • The information provided is false or incomplete

   • The applicant has previously violated these Terms

   • The application is for unlawful purposes

Article 4 (Provision and Modification of Services)

1. The Service includes, but is not limited to:

   • Social media data collection and analysis

   • Analytics and reporting tools

   • API integrations and automation features

   • Marketing campaign tracking and performance measurement

   • Additional features provided by the Company

2. The Company may modify, suspend, or discontinue the Service, and will provide reasonable prior notice unless circumstances require immediate action.

Article 5 (User Obligations)

Users shall not:

1. Provide false or misleading information

2. Access another User’s account without permission

3. Copy, distribute, resell, reverse-engineer, or use Platform Data to develop competing services

4. Interfere with the Service or breach security measures

5. Violate any applicable laws or regulations

Article 6 (Subscription and Payment)

1. The Service is provided on a monthly or annual subscription basis.

2. Payments must be made via accepted methods (credit card, invoice, or other approved payment methods).

3. Subscriptions automatically renew unless canceled at least 1 day prior to the renewal date.

4. All fees are non-refundable, unless required by applicable law.

5. The Company may adjust fees with at least 30 days’ prior notice.

Article 7 (Data Collection and Use)

1. The Company collects data through APIs, lawful web crawling, and User-provided content.

2. User Content may be used for providing, maintaining, and improving the Service.

3. The Company may use anonymized and aggregated data for research, analytics, and product development.

4. Personal data is processed in accordance with the Company’s Privacy Policy.

Article 8 (Intellectual Property Rights)

1. Users retain ownership of their User Content.

2. Users grant the Company a non-exclusive, worldwide, royalty-free license to use User Content for the purpose of operating and improving the Service.

3. All rights to Platform Data, the Service’s software, design, trademarks, and other intellectual property belong to the Company or its licensors.

4. Users may not use the Company’s intellectual property without prior written consent.

Article 9 (Service Interruptions)

1. The Company may temporarily suspend the Service for system maintenance, upgrades, or other operational reasons.

2. Notice will be given in advance whenever reasonably possible.

Article 10 (Third-Party Services)

1. The Service may include links or integrations with Third-Party Platforms.

2. The Company does not guarantee and is not responsible for the content, security, or legality of third-party services.

Article 11 (Confidentiality)

1. Both parties must keep confidential any proprietary or non-public information obtained in connection with the Service.

2. This obligation survives termination for a period of five (5) years.

Article 12 (Disclaimer of Warranties)

The Service and all data are provided “AS IS” without warranties of any kind, either express or implied, including but not limited to accuracy, completeness, or fitness for a particular purpose.

Article 13 (Limitation of Liability)

1. The Company’s total liability shall not exceed the amount paid by the User to the Company in the twelve (12) months preceding the event giving rise to the claim.

2. The Company is not liable for indirect, incidental, or consequential damages.

3. The Company shall not be responsible for failures caused by events beyond its reasonable control.

Article 14 (Termination)

1. Users may terminate this Agreement through the Service’s account settings.

2. The Company may terminate or suspend accounts for violations of these Terms.

3. Provisions relating to confidentiality, intellectual property, disclaimers, and limitation of liability survive termination.

Article 15 (Governing Law and Dispute Resolution)

1. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

2. Any disputes shall be resolved exclusively in the federal or state courts located in New Castle County, Delaware.

Article 16 (Miscellaneous)

1. If any provision of these Terms is held invalid, the remaining provisions remain in full force and effect.

2. Users may not assign or transfer their rights or obligations under these Terms without the Company’s prior written consent.