What we provide.

Subject to these Terms and to payment of the applicable fees, Syncplify grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term, and to install and run the Storage Connector for that purpose.

How data moves.

Customer Data moves between the Customer’s storage and its Authorized Users through the channel established by the Storage Connector. Syncplify does not persist Customer Data to storage it operates and does not hold credentials to Customer storage. The Customer’s audit trail is generated within the Customer’s own environment and signed with a key Syncplify does not hold.

What we do not do.

We do not screen, scan, index, or review Customer Data, and we have no technical means of doing so. We have no obligation to monitor the Service and do not undertake to do so.

Support.

We provide support in accordance with the support terms published in the documentation or set out in an Order. Availability commitments and service credits are governed by the Service Level Agreement.

Fees.

The Customer will pay the fees for the plan or Order it selects. Fees are stated exclusive of taxes. Unless an Order says otherwise, fees are payable in advance for each subscription period and are non-refundable except as expressly provided in these Terms.

Plan limits.

Plans carry limits on transfer accounts and Storage Connectors. Where the Customer reaches a limit, provisioning of additional accounts or Connectors is prevented until the plan is upgraded or capacity is freed. Syncplify does not bill overage charges. Transfer volume is subject to the fair use thresholds published on the pricing page; where usage exceeds a threshold, Syncplify will contact the Customer to discuss the workload rather than apply a charge.

Payment.

Payment is due on the invoice date unless an Order specifies net terms. Amounts not paid when due accrue interest at the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by law. If an invoice is more than thirty (30) days overdue, we may suspend the Service under section 9 after giving at least ten (10) days’ written notice.

Taxes.

The Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Syncplify’s income. Where the Customer is required to withhold tax, it will gross up the payment so that Syncplify receives the amount it would have received without the withholding.

Price changes.

We may change our prices with effect from the start of a renewal term, on at least thirty (30) days’ notice before the renewal date. A price change does not affect a term already paid for.

Term.

These Terms begin when the Customer first accepts them or first uses the Service, and continue for as long as any subscription is active (the "Term").

Renewal.

Subscriptions renew automatically for successive periods equal to the then-current period unless either party gives notice of non-renewal at least thirty (30) days before the end of the current period, or the plan is canceled in the Service before that date.

Termination for convenience.

The Customer may cancel at any time with effect from the end of the current subscription period. Cancellation does not entitle the Customer to a refund of fees already paid.

Termination for cause.

Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within thirty (30) days of written notice, or immediately if the other party becomes insolvent, enters administration or liquidation, or makes a general assignment for the benefit of creditors. We may also terminate for cause under the Acceptable Use Policy on the terms stated there.

Effect of termination.

On termination, the Customer’s right to access the Service ends and the Storage Connector must be uninstalled. Because Syncplify holds no Customer Data, there is no data export or retrieval period. Service Metadata is retained and deleted in accordance with the Privacy Policy. Fees accrued before termination remain payable.

Survival.

Sections 11, 12, 13, 14, 15, 16, 17, 20, and any accrued payment obligations survive termination.

Syncplify property.

Syncplify and its licensors own all right, title, and interest in the Service, the Storage Connector, and all related software, documentation, and trademarks. Except for the rights expressly granted in section 3, no rights are granted by implication, estoppel, or otherwise.

Customer property.

The Customer owns all right, title, and interest in Customer Data. These Terms grant Syncplify no license to Customer Data, and none is required, because Syncplify does not store, access, or process the contents of Customer Data.

Restrictions.

The Customer must not reverse engineer, decompile, disassemble, or modify the Storage Connector or any other Syncplify software, except to the extent that restriction is unenforceable under applicable law; must not remove proprietary notices; and must not make the Service available to third parties except as Authorized Users.

Feedback.

If the Customer gives us suggestions or feedback about the Service, we may use them without restriction or obligation. Feedback is given voluntarily and is not Confidential Information unless the Customer marks it as such at the time.

Mutual warranties.

Each party warrants that it has the authority to enter into these Terms and that doing so does not breach any other agreement binding on it.

Our warranty.

We warrant that the Service will perform materially in accordance with its documentation, and that we will provide it with reasonable skill and care. The Customer’s exclusive remedy for breach of this warranty is the correction of the non-conformity or, if we cannot correct it within a reasonable period, termination and a pro rata refund of prepaid fees for the unused portion of the then-current term.

Disclaimer.

Except as expressly stated in these Terms, the Service is provided "as is" and Syncplify disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error free. The Service Level Agreement states the sole availability commitment.

High risk uses.

The Service is not designed for use in circumstances where failure could lead to death, personal injury, or severe environmental damage, and the Customer must not use it for such purposes.

By Syncplify.

We will defend the Customer against any third party claim alleging that the Service, used in accordance with these Terms, infringes that third party’s intellectual property rights, and will pay damages finally awarded or amounts in an approved settlement. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue using it, modify it so it is no longer infringing, or terminate the affected subscription and refund prepaid fees for the unused portion of the term. We have no obligation for claims arising from Customer Data, from modifications not made by us, or from use of the Service in combination with anything we did not supply.

By the Customer.

The Customer will defend us against any third party claim arising from Customer Data, from the Customer’s or an Authorized User’s violation of the Acceptable Use Policy, or from the Customer’s violation of law, and will pay damages finally awarded or amounts in an approved settlement.

Process.

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement that imposes an obligation on the indemnified party may be made without its consent, which must not be unreasonably withheld.

Changes to the Service.

We may improve and change the Service. We will not materially reduce its core functionality during a paid term. Where we discontinue a material feature, we will give at least ninety (90) days’ notice, and the Customer may terminate the affected subscription and receive a pro rata refund of prepaid fees for the unused portion of the term.

Changes to these Terms.

We may update these Terms. Material changes will be notified at least thirty (30) days before they take effect, by email to the account’s administrative contact or by notice within the Service, and take effect at the start of the next renewal term for existing subscriptions. Changes required by law, or reasonably necessary to address a security, abuse, or legal risk, may take effect immediately upon notice. If the Customer does not accept a material change, its remedy is to terminate before the change takes effect.

Governing law and venue.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there.

Order of precedence.

If there is a conflict, the following order applies: a signed Order, then the Data Processing Addendum, then these Terms, then the Service Level Agreement, then the Acceptable Use Policy, then the documentation.

Notices.

Notices to Syncplify must be sent to legal@sftp.cloud. Notices to the Customer are given by email to the account's administrative contact or by notice within the Service. A notice is treated as received on the next business day after it is sent.

Assignment.

Neither party may assign these Terms without the other’s prior written consent, except that either party may assign them in full to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other party.

Force majeure.

Neither party is liable for a failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor action, government action, and failures of the internet or of third party infrastructure.

Independent contractors.

The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

No third party beneficiaries.

These Terms are for the benefit of the parties only. No other person has any right to enforce them.

Severability and waiver.

If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of the right to enforce it later.

Entire agreement.

These Terms, together with the documents they incorporate, are the entire agreement between the parties for the Service and supersede all prior proposals and understandings. Any conflicting or additional terms in a Customer purchase order have no effect.