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Terms & Conditions​

Last updated 5/29/2026


Acceptance of the Terms of Use

These terms of use are entered into by and between You and SynkedUP (“Company,” “we,” or “us“). The following terms and conditions “Terms of Use“, govern your access to and use of synkedup.com, including any content, functionality, and services offered on or through synkedup.com the “Website” or “App”, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website or App. By clicking ‘I Agree’ (or any equivalent button) during account registration, or by accessing or using the Website or App after such registration, you affirmatively accept and agree to be bound by these Terms of Use and our Privacy Policy, found at https://synkedup.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not click ‘I Agree’ (or any equivalent button), access or use the Website, or the SynkedUP App.

This Website and App is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or App.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time. For material changes, we will provide at least seven (7) days’ advance notice by email to the address on file for your account and by posting a notice on the Website. Non-material changes (such as clarifications, formatting, or corrections) take effect upon posting. Your continued use of the Website or App after the effective date of any revised Terms of Use constitutes your acceptance of those changes. If you do not agree to a material change, your sole remedy is to terminate your account, and you will be entitled to a pro-rated refund of any prepaid fees for unused service.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. We reserve the right to terminate our services to any customers upon 90 days notice. You may terminate your account at any time by following the cancellation process as instructed by your customer success manager, or by providing written notice to the Company. Users accept and agree to these non-exclusive conditions for continued service by using the Website or App.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website and App.

Ensuring that all persons who access the Website and App through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and App that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy https://synkedup.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

SMS Messaging Terms

SynkedUP Free Tools (tools.synkedup.com) offers an optional “Text Me My Numbers” feature that sends a one-time SMS containing your budget summary when you request it. To use this feature, users must enter their phone number and then check a separate consent checkbox labeled: “I agree to receive a one-time SMS with my budget summary from SynkedUP. Msg & data rates may apply. Reply STOP to opt out. Privacy Policy & Terms.” The Send button is disabled until the checkbox is checked. Message frequency: one message per request. No recurring messages are sent. Reply STOP to cancel. Reply HELP for support. Contact support@synkedup.com for assistance.

Intellectual Property Rights

The Website and its entire contents, features, and functionality are owned by the Company, its licensors, or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms of Use and timely payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Website and App for your internal business purposes, including operating your landscape contracting business. This license does not permit you to (a) resell, sublicense, or provide the Website or App as a service to third parties; (b) use the Website or App to build a competing product; or (c) reverse-engineer, decompile, or attempt to derive the source code of the Website or App.

In addition to the license granted above, the following limited uses are also permitted:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement purposes.

If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal commercial use as an active subscriber to the Company’s services, provided you agree to be bound by our end user license agreement for such applications.

If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.

Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes outside of the intended use for active subscribers’ internal business functions any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

User Contributions

The Website and App may allow you and your authorized users to upload, submit, store, send, transmit, or receive content, including but not limited to: customer names, addresses, and contact information; job records, schedules, and notes; estimates, invoices, and payment records; photographs and images; messages and communications; AI prompts and inputs; uploaded documents; logos and branding materials; and any other materials you provide to or through the Website or App (collectively, “User Contributions”). As between you and the Company, you retain all right, title, and interest in and to your User Contributions, subject only to the limited license granted below. You are solely responsible for your User Contributions and for the consequences of submitting them. You grant the Company a limited, non-exclusive, royalty-free, worldwide, sublicensable (solely to the Company’s service providers acting on its behalf) license to host, store, copy, transmit, display, modify (for technical purposes such as formatting and back-up), and process your User Contributions solely as necessary to: (a) provide, maintain, secure, and improve the Website and App and the services offered through them; (b) prevent or address service, security, technical, or legal issues; (c) comply with applicable law or valid legal process; and (d) create de-identified or aggregated data that cannot reasonably be used to identify you, any of your authorized users, or any individual end customer, which the Company may use for any lawful business purpose. The Company will not sell your User Contributions to third parties. You represent and warrant that, with respect to all User Contributions you submit: (i) you own or otherwise control all rights necessary to submit such User Contributions and to grant the license set forth above; (ii) all User Contributions are, to the best of your knowledge, accurate; (iii) where User Contributions include personally identifiable information of any third party (including your end customers), you have obtained all consents, provided all notices, and have all legal bases required under applicable law to collect, use, and submit such information to the Website or App; and (iv) all User Contributions comply with these Terms of Use, including the Content Standards set out below, and with all applicable laws. You acknowledge that the Company does not monitor User Contributions in the ordinary course of business and has no obligation to do so. However, the Company reserves the right, in its sole discretion and without any obligation to act, to: (1) remove or refuse to display any User Contribution that, in the Company’s reasonable judgment, violates these Terms of Use or any applicable law; (2) suspend or terminate any user’s access to the Website or App for repeated or material violations; (3) cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or other information of anyone posting any User Contributions; and (4) take any other action with respect to any User Contribution that the Company deems necessary or appropriate, including if the Company believes that such User Contribution violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or App or the public, or could create liability for the Company. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, THE COMPANY HAS NO LIABILITY OR RESPONSIBILITY TO ANY USER OR ANY THIRD PARTY FOR PERFORMANCE OR NON-PERFORMANCE OF ANY OF THE ACTIVITIES DESCRIBED IN THIS SECTION.

Trademarks

The Company name, the terms, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software to and from the US or other countries.

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards.

To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity including, without limitation, by using email addresses associated with any of the foregoing.

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the Website.

Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

Otherwise attempt to interfere with the proper working of the Website.

Content Standards

These content standards apply to any and all User Contributions and to your use of any interactive feature of the Website or App. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other characteristic protected by law.
  • Infringe any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other intellectual property or proprietary right of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms of Use or our Privacy Policy.
  • Be likely to deceive or mislead any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  • Give the impression that they emanate from or are endorsed by the Company or any other person or entity, if this is not the case.
  • Contain personally identifiable information, financial information, payment card information, government-issued identification numbers, protected health information, or other sensitive information of any third party (including any of your end customers, employees, or contractors) without that person’s informed consent and a lawful basis for collection and use, or in excess of the information reasonably necessary for the operation of your business through the Website or App.
  • Contain any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer or property.
  • Contain any unsolicited or unauthorized advertising, solicitation materials, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation directed at persons other than your own customers, employees, or contractors in the ordinary course of operating your business.
  • Contain any content that exploits, depicts, or describes minors in a sexual or otherwise inappropriate manner, or that solicits personal information from anyone under 18 years of age.
  • Be used to harvest or otherwise collect information about others, including email addresses, without their consent.

AI Features and Third-Party Large Language Models

The Website and App may include features that use artificial intelligence, including third-party large language models (“LLMs”) and other generative AI services (collectively, “AI Features”). The AI Features are powered by one or more third-party AI service providers, which may include, without limitation, OpenAI, Anthropic, Google, Microsoft, Meta, Amazon Web Services, and other commercial or open-source providers (collectively, “AI Providers”). The specific AI Providers used to power the AI Features may vary by feature, may change from time to time at our sole discretion without notice to you, and a single request may be processed by more than one AI Provider.

When you use AI Features, the content, prompts, files, messages, data, and any other information you submit (collectively, “AI Inputs”) may be transmitted to, processed by, and temporarily or permanently stored by one or more AI Providers in order to generate a response or perform the requested task.

By using the AI Features, you acknowledge, represent, warrant, and agree that:

You are solely responsible for all AI Inputs you submit and for any consequences arising from their submission, including any transmission of those AI Inputs to AI Providers, regardless of which AI Provider receives the AI Inputs.

You will not submit, and will not permit any of your employees, contractors, agents, or other authorized users to submit, any of the following as AI Inputs: (a) personally identifiable information (“PII”) of yourself or any third party, including but not limited to Social Security numbers, driver’s license numbers, government-issued identification numbers, financial account numbers, payment card information, or login credentials; (b) protected health information (“PHI”) subject to HIPAA or similar laws; (c) information protected by attorney-client privilege, trade secret, or other confidentiality obligation owed to a third party; (d) any data the disclosure of which would violate any law, regulation, contract, or third-party right; or (e) any content that is unlawful, infringing, defamatory, or otherwise prohibited under these Terms of Use.

You have obtained, and at all times maintain, all necessary rights, consents, permissions, and legal bases required to submit the AI Inputs and to authorize the Company and any AI Provider to process them as described in these Terms of Use and our Privacy Policy.

AI Features are inherently probabilistic and may produce output that is inaccurate, incomplete, biased, outdated, offensive, fabricated, or otherwise unsuitable for your intended purpose (“AI Output”). AI Output does not constitute professional advice of any kind, including but not limited to legal, financial, tax, accounting, business, engineering, horticultural, or safety advice. You are solely responsible for reviewing, validating, and verifying any AI Output before relying on it or using it in your business, and you assume all risk arising from your use of AI Output.

Once AI Inputs are transmitted to an AI Provider, the Company has limited or no control over how those inputs are processed, retained, logged, or used by that provider. Each AI Provider operates under its own terms of service, privacy policy, data processing terms, and security practices, which may differ from one another and from ours, and which may change at any time. The Company does not warrant or guarantee the security, confidentiality, retention practices, geographic location of processing, or non-use for model training of AI Inputs by any AI Provider. While we endeavor to use AI Providers whose terms align with reasonable commercial standards for business use, we make no representation or warranty regarding any specific AI Provider’s practices.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO (A) YOUR SUBMISSION OF AI INPUTS, INCLUDING ANY AI INPUTS THAT CONTAIN PII, PHI, CONFIDENTIAL INFORMATION, OR INFORMATION OF THIRD PARTIES; (B) THE PROCESSING, TRANSMISSION, STORAGE, OR USE OF AI INPUTS BY ANY AI PROVIDER; (C) ANY AI OUTPUT, INCLUDING DECISIONS YOU MAKE OR ACTIONS YOU TAKE IN RELIANCE ON AI OUTPUT; (D) ANY UNAVAILABILITY, ERROR, DELAY, OR INTERRUPTION IN THE AI FEATURES; AND (E) ANY ACT OR OMISSION OF ANY AI PROVIDER.

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) AI Inputs you submit in violation of this section or applicable law; (ii) any third party’s claim that your submission of AI Inputs or use of AI Output infringed, misappropriated, or otherwise violated their rights, including privacy, publicity, intellectual property, or contractual rights; or (iii) your reliance on or use of any AI Output.

The Company reserves the right, but has no obligation, to monitor, restrict, suspend, or terminate access to the AI Features at any time, with or without notice, and to add, remove, substitute, or otherwise modify the AI Providers used to power the AI Features at any time without notice to you.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy https://synkedup.com/privacy-policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Processing of End-Customer Personal Information

This section governs the Company’s processing of personal information that you submit to the Website or App about individuals other than yourself, including your end customers, employees, and contractors (such information, “End-Customer Personal Information”). For purposes of applicable state privacy laws, including but not limited to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), and other similar laws as may apply (collectively, “State Privacy Laws”), you are the “controller” or “business” with respect to End-Customer Personal Information, and the Company is your “processor” or “service provider.”

Scope and Purpose of Processing. The Company processes End-Customer Personal Information solely to provide the Website and App to you and to perform the services contemplated by these Terms of Use, including job estimation, scheduling, customer record-keeping, communications, invoicing, payment processing, and related business operations. The categories of End-Customer Personal Information processed may include identifiers (such as names, postal addresses, email addresses, and phone numbers); commercial information (such as records of services provided and payment history); financial information (such as payment card details, processed through our payment processor); and any other information you choose to submit through the Website or App.

Restrictions on Use. The Company shall not (a) sell or share End-Customer Personal Information, as those terms are defined under applicable State Privacy Laws; (b) retain, use, or disclose End-Customer Personal Information for any purpose other than the specific purposes set forth in these Terms of Use, including for any commercial purpose other than providing the services to you; (c) retain, use, or disclose End-Customer Personal Information outside the direct business relationship between the Company and you; or (d) combine End-Customer Personal Information with personal information received from or on behalf of any other person, except as permitted under applicable State Privacy Laws. The Company certifies that it understands and will comply with these restrictions.

Confidentiality and Security. The Company shall require all personnel and authorized sub-processors with access to End-Customer Personal Information to be bound by appropriate confidentiality obligations. The Company shall implement and maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect End-Customer Personal Information against unauthorized or unlawful access, use, disclosure, alteration, or destruction, taking into account the nature of the information and the risks of processing.

Sub-Processors. You authorize the Company to engage sub-processors to assist in providing the Website and App, including cloud hosting providers, payment processors (including Rainforest Payments), email and communications providers, AI service providers as described elsewhere in these Terms of Use, and similar service providers. The Company shall require each sub-processor to be bound by written obligations no less protective of End-Customer Personal Information than those set forth in this section.

Assistance with Data Subject Requests. Where required by applicable State Privacy Laws, the Company shall, taking into account the nature of the processing and the information available to the Company, provide reasonable assistance to you in responding to verifiable consumer requests from data subjects to exercise their rights under such laws (including rights to access, delete, correct, or limit the use of their personal information). You are responsible for verifying the identity of the requesting data subject and for determining how to respond to such requests. The Company may charge a reasonable fee for assistance that exceeds the scope of standard service or requires significant additional effort.

Security Incident Notification. The Company shall notify you promptly and without undue delay after becoming aware of any confirmed unauthorized access to or disclosure of End-Customer Personal Information stored on the Company’s systems (a “Security Incident”). Such notification shall include the information reasonably available to the Company concerning the nature of the Security Incident, the categories and approximate number of records affected (where known), and the measures the Company has taken or proposes to take to address the incident. The Company’s notification of a Security Incident is not an acknowledgment of fault or liability.

Your Representations. You represent and warrant that, with respect to all End-Customer Personal Information you submit to the Website or App: (a) you have provided all notices, obtained all consents, and have all other legal bases required under applicable laws (including State Privacy Laws and the federal Telephone Consumer Protection Act, where applicable) to collect, use, and submit such information to the Website and App and to authorize the Company to process it as contemplated by these Terms of Use; (b) you have a lawful basis to instruct the Company to process such information; and (c) your instructions to the Company comply with applicable laws.

Verification of Compliance. Upon reasonable written request and not more than once per twelve (12) months (except as required by applicable law or in connection with a Security Incident), the Company will provide you with reasonably available information necessary to demonstrate compliance with this section, which may take the form of a summary of the Company’s then-current information security practices, a copy of the Company’s most recent third-party audit report (such as a SOC 2 report) if available, or a written attestation by an officer of the Company, at the Company’s option. You agree to treat any such information as the Company’s confidential information.

Return or Deletion on Termination. Upon termination of your account, End-Customer Personal Information will be handled in accordance with the Data Retention provision of these Terms of Use, except to the extent the Company is required by applicable law to retain certain End-Customer Personal Information for a longer period or to retain it in routine backup systems pending scheduled deletion.

Notice of Inability to Comply. The Company shall promptly notify you in writing if it makes a determination that it can no longer meet its obligations under applicable State Privacy Laws with respect to End-Customer Personal Information.

Conflict with Privacy Policy. This section governs the Company’s processing of End-Customer Personal Information that you submit through the Website or App. The Company’s separate Privacy Policy (https://synkedup.com/privacy-policy) governs the Company’s collection and use of personal information about you and your authorized users in the Company’s own capacity as a controller. In the event of any conflict between this section and the Privacy Policy with respect to End-Customer Personal Information, this section shall control.

Data Retention

While your account is active, we retain your account data indefinitely. We maintain disaster-recovery backups for at least ninety (90) days. Upon termination of your account, you may export any of your data that has supported export functions in a standard format (CSV) within thirty (30) days of termination. After that thirty-day period, we may delete your account data from active systems, subject to (a) retention required by law (for example, payment and tax records may be retained for up to seven (7) years), (b) retention reasonably necessary for our legitimate business interests, such as fraud prevention and dispute resolution, and (c) retention in backup systems for up to twelve (12) months before final deletion.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of services or information, formed through the Website, or resulting from visits made by you, are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use. Except as expressly set forth elsewhere in these Terms of Use (including the pro-rated refund provided in the Changes to the Terms of Use section above), all fees paid for the Service are non-refundable. The Company may, in its sole discretion, approve refund requests on a case-by-case basis. To the extent permitted by applicable law, any approved refund will be reduced by a ten percent (10%) administrative fee to cover payment processing and account adjustment costs.

Platform Payment Processing Agreement

This Payment Processing Agreement is entered into between SynkedUP (Referred to as ”Platform”) and the company/user of the SynkedUP product (Referred to as “Merchant”), and is effective upon the date the Merchant signed up for SynkedUP.

In addition to its core services offering, SynkedUP offers embedded payment processing services, which includes credit card, debit card, ACH, and other payment processing services, as may be offered from time-to-time (collectively the “Processing Services”).

Fair use policy: Platform may increase the Card Transaction Volume Fee or Transaction Per Item Fee if Merchant’s (a) American Express credit card payment dollar volume exceeds twenty percent (20%); (b) corporate credit card payment volume exceeds ten percent (10%) of total monthly credit card payments; or (c) credit card payments for transaction amounts greater than one thousand dollars ($1,000.00) exceeds three percent (3%) of total monthly credit card payments. Such increases shall become effective only after Platform has provided Merchant at least thirty (30) days’ advance written notice setting forth the changes. If Merchant does not accept the change, Merchant may terminate this Payment Processing Agreement at any time before the effective date of the change without penalty.

Related to the Processing Services, Platform will charge Merchant according to the fees listed below (“Processing Fees”). All Processing Fees payable under this agreement are exclusive of taxes. Platform may amend the Processing Fees from time to time and shall provide Merchant with at least thirty (30) days’ advance written notice of any such change. Merchant’s continued use of the Processing Services after the effective date of the change constitutes acceptance. If Merchant does not accept a fee change, Merchant may terminate this Payment Processing Agreement at any time before the effective date of the change without penalty, and any transactions processed prior to the effective date shall continue to be processed at the prior fee rates.

Processing Fees

Card Transaction Volume Fee 3.50%

American Express card additional fee 0.5%

ACH Transaction Volume Fee 1.00%

Card and ACH Per Item Transaction Fee $0.30

Card and ACH Refund Per Item Fee $0.30

Chargeback, ACH Return, and Dispute Fee $25.00

ACH Balance Check Fee: $0.30

ACH Validation Fee: $2.00

Account Updater (Per Card Updated) $0.30

Deposit Fee $0.50

3DS Attempt Fee: $0.50

BIN Lookup Fee: $0.10

Tap to Phone Fee: $0.50

Processing Terms and Conditions

Merchant acknowledges that the Processing Services are provided through Rainforest Payments and that Merchant’s use of the Processing Services is also subject to the Rainforest Processing Terms and Conditions, available at https://legal.rainforestpay.com/processingterms (the “Rainforest Terms”). Platform will use commercially reasonable efforts to provide Merchant with at least thirty (30) days’ advance written notice of any material change to the Rainforest Terms of which Platform receives advance notice from Rainforest. Where Rainforest provides Platform with less than thirty (30) days’ notice of a material change, Platform shall pass through such notice to Merchant as promptly as reasonably practicable. If Merchant does not accept a material change to the Rainforest Terms, Merchant may terminate this Payment Processing Agreement at any time before the effective date of the change without penalty. In the event of any conflict between these Terms of Use (including this Payment Processing Agreement) and the Rainforest Terms, these Terms of Use shall control as between Merchant and Platform, except with respect to matters that, by their nature, can only be governed by the Rainforest Terms (such as Rainforest’s direct obligations as the processor of record, card network rules, and regulatory obligations applicable to Rainforest as a registered payment processor).

Term and Termination

The term of this Payment Processing Agreement begins on the date the Merchant signed up for SynkedUP and continues until terminated as set forth herein. Either party may terminate this Payment Processing Agreement for convenience by providing the other party with at least thirty (30) days’ advance written notice. Notwithstanding the foregoing, either party may terminate this Payment Processing Agreement immediately upon written notice if (a) the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice of the breach; (b) the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) Platform reasonably determines, in good faith, that continued provision of the Processing Services would violate applicable law, card network rules, or the requirements of Rainforest or any other payment network. Upon termination, Merchant remains responsible for all Processing Fees, chargebacks, refunds, and other amounts incurred before the effective date of termination, and any transactions in process at the time of termination shall be completed in accordance with the terms in effect immediately prior to termination.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.

Send emails or other communications with certain content, or links to certain content, on this Website.

Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.

Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

Link to any part of the Website other than the homepage.

Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Pennsylvania in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF FORESEEABLE OR IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE OR APP, EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

Indemnification by You. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms of Use; (b) your use of the Website or App, including your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website; (c) your violation of any applicable law or the rights of any third party (including any intellectual property right, right of publicity, or right of privacy) in connection with your use of the Website or App; or (d) any User Contributions or other data you submit.

Indemnification by the Company. The Company will defend, indemnify, and hold harmless you from and against any third-party claim alleging that your authorized use of the Website or App, in accordance with these Terms of Use, infringes such third party’s United States patent, copyright, trademark, or trade secret rights, and will pay the resulting costs, damages, and reasonable attorneys’ fees awarded against you by a court of competent jurisdiction or agreed to in settlement by the Company. This obligation does not apply to claims arising from (a) your User Contributions; (b) modifications to the Website or App not made by the Company; (c) your combination of the Website or App with products, services, or data not provided by the Company; (d) your use of the Website or App other than as authorized by these Terms of Use; or (e) open-source components included in the Website or App, to the extent the alleged infringement arises from such open-source components.

If a claim under this Section is made or, in the Company’s reasonable opinion, appears likely, the Company may, at its option and expense, (i) procure for you the right to continue using the affected portion of the Website or App; (ii) modify the affected portion of the Website or App so that it becomes non-infringing while providing materially equivalent functionality; or (iii) terminate your use of the affected portion of the Website or App and refund any prepaid fees for the unused portion of the affected service. THIS SECTION STATES THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

Procedure. The party seeking indemnification (the “Indemnified Party”) shall (a) promptly notify the other party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought; (b) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim that imposes any liability or non-monetary obligation on the Indemnified Party without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld); and (c) provide reasonable cooperation in the defense of the claim at the Indemnifying Party’s expense. Failure to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by the delay.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the State of Pennsylvania or any other jurisdiction).

Subject to the mediation and arbitration requirements set forth below, any legal suit, action, or proceeding arising out of or related to these Terms of Use or the Website that is permitted to be brought in court (including, without limitation, an action to compel, confirm, vacate, modify, or enforce an arbitration award, or an action for injunctive or other equitable relief as expressly permitted below) shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania, in each case located in the City of Hollidaysburg and County of Blair, Pennsylvania. Each party irrevocably submits to the exclusive jurisdiction and venue of such courts for all such suits and waives any and all objections, including any objection based on inconvenient forum, to the exercise of jurisdiction or venue by such courts. Notwithstanding the foregoing, either party may seek temporary, preliminary, or other equitable or injunctive relief in any court of competent jurisdiction solely to the extent necessary to prevent imminent or irreparable harm to that party’s intellectual property rights, confidential information, or trade secrets, pending resolution of the underlying dispute through the mediation and arbitration process required by this Agreement. Seeking such relief shall not constitute a waiver of either party’s right to arbitrate the underlying dispute. As a condition precedent to filing any suit other than for the limited injunctive relief described above, the parties must first have attempted in good faith to engage in mediation and then arbitration as outlined below.

Mediation and Arbitration

Either party shall send written notice to the other party of any dispute (“Dispute Notice“) arising hereunder. Any dispute arising from these Terms of Use or use of the Website, including but not limited to disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, shall first be submitted to non-binding mediation, and if that is unsuccessful then submitted to and decided by final binding arbitration.

The parties agree to submit each dispute first to a mediation service designated by the Company for mediation, via a written mediation request setting forth the subject of the dispute and the relief requested. The parties shall cooperate with the mediation service and with one another in initiating and scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.

The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

If the parties cannot resolve any dispute through mediation for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 60 days after the Dispute Notice, either party may commence final binding arbitration in accordance with the Rules of Arbitration of the American Arbitration Association applying Pennsylvania law.

Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding. If this Class Action Waiver is found to be unenforceable, then the entirety of this Mediation and Arbitration section shall be null and void, but the remainder of these Terms of Use shall remain in effect.

Any mediation or arbitration hereunder shall be held exclusively in Blair County, Pennsylvania.

Limitation on Time to File Claims

EXCEPT FOR CLAIMS THAT CANNOT BE CONTRACTUALLY SHORTENED UNDER APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM EITHER PARTY MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and SynkedUP regarding the Website and App and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

General Provisions

Force Majeure. Except for payment obligations, neither party shall be liable for any failure or delay in performance under these Terms of Use to the extent such failure or delay is caused by circumstances beyond the affected party’s reasonable control, including acts of God, war, terrorism, riots, civil unrest, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, epidemics or pandemics, public health emergencies, strikes or labor disturbances, shortages of transportation facilities, fuel, energy, labor, or materials, or failures, interruptions, or unavailability of internet service providers, cloud computing providers, payment networks, or telecommunications networks. The affected party shall give prompt notice of the force majeure event to the other party and shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.

Assignment. You may not assign or transfer these Terms of Use, by operation of law or otherwise, without the Company’s prior written consent. Any attempted assignment or transfer in violation of this provision is null and void. The Company may assign or transfer these Terms of Use, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets or the business to which these Terms of Use relate. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Survival. The provisions of these Terms of Use that, by their nature, are intended to survive termination shall so survive, including without limitation provisions regarding Intellectual Property Rights, User Contributions, Content Standards, payment obligations (including any fees accrued prior to termination), Data Retention, Disclaimer of Warranties, Limitation on Liability, Indemnification, Governing Law and Jurisdiction, Mediation and Arbitration, Limitation on Time to File Claims, and these General Provisions.

Notices. All legal notices to the Company must be in writing and delivered by certified or registered mail (return receipt requested) or by nationally recognized overnight courier, addressed to: SynkedUP, 8583 Woodbury Pike, Hollidaysburg, PA 16648, Attention: Legal. All legal notices to you may be delivered by email to the address associated with your account or, at the Company’s option, by certified or registered mail or overnight courier to the postal address you have provided. Notices are deemed received: (a) upon personal delivery; (b) upon confirmed delivery for overnight courier; (c) on the date of receipt indicated on the return receipt for certified or registered mail; or (d) on the date sent for email, provided the sender does not receive an automated reply indicating non-delivery.

Independent Contractors. The parties are independent contractors. Nothing in these Terms of Use creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

No Third-Party Beneficiaries. These Terms of Use are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms of Use, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Use.

Headings. Section headings in these Terms of Use are for convenience only and shall not affect the interpretation of any provision.

Construction. The words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation.” The word “or” shall not be deemed exclusive. The headings of these Terms of Use are inserted for convenience only and shall not be deemed to constitute a part of these Terms of Use or to affect the construction of these Terms of Use.

Your Comments and Concerns

This website is operated by SynkedUP, https://synkedup.com.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@synkedup.com.

Contact Us

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

support@synkedup.com

Phone: 8143831900