Terms of Service.

These Terms of Service (“Terms”) form a binding agreement between you (“you,” “the partner,” or “client”) and Sync LLC (“Sync,” “we,” “our,” or “us”) and govern your access to and use of the website at syncgr.com, our partner portal, and any custom development, AI engineering, hosting, or related services we provide (collectively, the “Services”).

By signing a partnership agreement, accessing the partner portal, or otherwise engaging the Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, please do not use the Services.

Sync is an AI-first technology partner. The Services we deliver under a partnership engagement may include, depending on what is scoped together:

• Custom AI Employees, AI Assistants, and agentic workflows trained on the partner's systems and data
• Custom internal tools, full-stack SaaS development, and integration work
• Hosting, monitoring, security, and ongoing operation of the systems we ship
• Strategy and ideation sessions with Sync's leadership team
• A branded partner portal and monthly written performance reporting
• A complimentary partner-branded website maintained for the life of the partnership

The specific scope of work is defined in the partnership agreement signed by both parties.

Month-to-month

Partnerships run on a month-to-month basis. There are no long-term contracts and no termination fees. Either party may end the partnership at the close of any monthly billing cycle by providing written notice in accordance with the “Termination” section below.

Continuous build queue

Work is delivered through a continuous, prioritized build queue maintained jointly by Sync and the partner. New items are added to and re-prioritized within the queue during recurring strategy and ideation sessions. The queue is not reset on a fixed cadence; it flows.

Cadence and access

Each monthly retainer includes a defined cadence of meetings (one in-person strategy and ideation session, weekly video check-ins, and on-demand access to Sync's leadership), plus a written monthly performance report. Specific cadence terms are set out in the partnership agreement.

Partnerships start at $5,000 per month and the specific monthly retainer is set in the partnership agreement signed at engagement kickoff. That number is the number for the life of the partnership. No annual increases, no surprise scope fees, and no per-seat add-ons. Heavier build months and lighter operate months sit inside the same monthly figure.

Invoices are issued monthly and processed through Stripe. Payment is due upon receipt unless otherwise agreed in writing. Late payments may be subject to interest at the lower of 1.5% per month or the maximum permitted by law, and continued late payment may result in suspension of Services after written notice.

The retainer covers the work scoped in the partnership agreement. Materially new scope (such as a brand-new product line or fundamentally different category of work) may be addressed by a mutually agreed amendment, at no surprise cost to the partner.

Sync's platform and code

Sync retains ownership of all source code, architecture, models, tooling, frameworks, infrastructure, and underlying technology that power the Services, including any improvements, configurations, and custom components developed during the partnership. The partnership provides the partner with a non-exclusive, non-transferable license to use these systems for the duration of the partnership and for any continuity provisions agreed in writing.

Partner data

The partner retains full ownership of all data, content, materials, and proprietary business information they provide to Sync or that the Services generate from the partner's inputs (“Partner Data”). Sync uses Partner Data solely to deliver the Services and does not contribute Partner Data to shared model training.

Continuity if the partnership ends

On termination, Sync will provide a clean export of Partner Data and reasonable transition support so that the partner's business is not disrupted. Continued operation of Sync-built systems after termination is by separate written agreement.

Each party agrees to keep the other's confidential information confidential and to use it only for the purposes of the partnership. Confidential information includes business plans, strategies, technical materials, customer information, financial data, and any information marked as confidential or that a reasonable person would treat as confidential.

Sync will not publish, reference, or otherwise disclose the existence or specifics of partner workflows on our marketing surfaces without the partner's prior written consent.

You agree not to use the Services to:

• Violate any applicable law or regulation
• Infringe the intellectual property, privacy, or other rights of third parties
• Transmit malware, attempt to compromise our systems, or interfere with the operation of the Services
• Reverse engineer or attempt to extract Sync's underlying platform code or models, except to the extent permitted by applicable law
• Use the Services to generate content that is unlawful, discriminatory, or harmful, or that a reasonable person would consider abusive

The Services rely on a small set of trusted third-party providers (including cloud infrastructure, payment processing, and foundation model providers). Use of those services through Sync is also subject to their respective terms. Sync is not responsible for the acts, omissions, or downtime of third-party providers, but will use reasonable efforts to mitigate disruption to the partner.

Either party may terminate the partnership at the end of any monthly billing cycle by providing at least thirty (30) days' written notice to the other party. We may terminate or suspend the Services immediately if you materially breach these Terms (including non-payment after notice) or engage in any prohibited use.

On termination: (i) all unpaid fees for Services rendered through the effective date are due immediately, (ii) the partner's license to Sync-built systems ends unless extended by written agreement, and (iii) Sync will provide a clean export of Partner Data and reasonable transition support.

Sync delivers the Services with professional care and to industry standards. Except as expressly stated in the partnership agreement, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

AI-generated outputs are inherently probabilistic. Sync does not warrant that any AI Employee, AI Assistant, or agentic workflow will be free from errors or appropriate for every conceivable use case. Human review of AI outputs is the partner's responsibility for any decision with material legal, financial, medical, or safety consequences.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNC'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SYNC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SYNC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless Sync, its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your breach of these Terms, your prohibited use of the Services, or any content or data you provide that infringes the rights of a third party.

These Terms are governed by the laws of the State of Michigan, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Kent County, Michigan, and both parties consent to the personal jurisdiction of those courts.

We may update these Terms from time to time. The updated version will be indicated by a revised “Effective Date” at the top of this page. Material changes will be communicated through our website or by email at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

For questions about these Terms or the partnership agreement, contact Sync LLC at info@syncgr.com or (616) 648-1677. Mailing address available on request.