Terms of Service

1. Agreement to Terms

By accessing or using any website, product, or service operated by SynOI Inc. (“SynOI,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, do not use the Services.

2. Who We Are

SynOI Inc. is a Delaware corporation with its principal place of business in Saratoga Springs, Utah 84045, United States. We build identity, governance, and memory infrastructure for AI systems.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter a binding agreement to use the Services. By using the Services you represent and warrant that you meet these requirements. We do not knowingly provide Services to persons under 18.

4. Services

SynOI provides software products and platform services including, but not limited to, supply chain governance, action governance, signed memory infrastructure, and data-comparison software such as Pour (collectively, the “Services”). Some Services are hosted by us. Others, including Pour, are software that you download and run on your own infrastructure (“Licensed Software”); Section 7 governs Licensed Software. Specific product features, availability, and pricing are described in your applicable subscription or order documentation. We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice, subject to Section 9 for early access Services.

5. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. License keys, offline tokens, and any other keys or tokens we issue to you are account credentials: see Section 7.3. You must notify us immediately via our contact form if you suspect unauthorized access. We reserve the right to suspend or terminate accounts that violate these Terms.

6. Acceptable Use

You agree not to:

• Use the Services to violate any applicable law or regulation.
• Reverse-engineer, decompile, or attempt to extract source code from any part of the Services not designated as open source.
• Use the Services to transmit malware, conduct denial-of-service attacks, or interfere with the integrity or performance of the Services.
• Circumvent, disable, or otherwise interfere with security-related features.
• Resell or sublicense access to the Services without prior written consent. Section 7 sets out further restrictions on Licensed Software.
• Use the Services in any manner that could harm SynOI or its users.

We reserve the right to suspend or terminate access for any violation of this section without refund.

7. Software License

7.1 Grant.Subject to these Terms and to payment of the applicable fees, SynOI grants the organization the license is issued to (the “licensed organization”) a limited, non-exclusive, non-transferable, revocable right to install and run the Licensed Software, in the form we distribute it, for the licensed organization's own internal data-verification purposes, for the paid term of the license (or for the trial term, under Section 8). The Licensed Software is licensed, not sold.

7.2 Restrictions. You may not:

• Redistribute, resell, lease, rent, sublicense, or otherwise make the Licensed Software, in whole or in part, available to any third party, whether as is, bundled, or embedded in another product or service.
• Remove or alter any copyright, license, or other proprietary notice in or on the Licensed Software or its documentation.
• Share a license key or offline token outside the licensed organization, or use a key or token issued to another organization.
• Circumvent, disable, or tamper with the software's license verification or its integrity checks.
• Reverse-engineer, decompile, or disassemble the Licensed Software, except to the extent applicable law does not allow this restriction.

Giving your own clients a sign-off pack or other output that the software produces is not redistribution of the software.

7.3 Keys and tokens are credentials. A license key or offline token is a credential issued to the licensed organization. Keep it secret, store it as a secret (for example in your CI secret store, not in source control), and tell us promptly if one may have been exposed so that we can rotate or revoke it. You are responsible for use made with your keys and tokens.

7.4 How the license check works. The software verifies a signed license token on your own machine. A standard token lasts up to 7 days and an offline token, for machines that cannot reach the network, up to 30 days. We do not issue a token that runs past the end of your paid period plus a 3-day grace window. If a license is refunded or revoked, we stop issuing new tokens for it at once, but a token already issued keeps working until its own expiry. That is a property of the software, not an extension of your right: your right to use the software ends as described in Section 7.6.

7.5 Scope. The features you can use depend on your plan, as described on our pricing page and in your order documentation. These Terms do not set a seat or device count. If your order documentation states a limit, you must stay within it. That the software runs does not mean a use is licensed.

7.6 When the right ends. Your right to run the Licensed Software ends when the paid term or trial term ends without renewal, when a payment is not made, when you cancel and the cancellation takes effect, when the license is refunded or revoked, or when these Terms are terminated. When it ends you must stop using the Licensed Software and delete all copies in your possession or control, including any cached license tokens and stored credentials.

7.7 Copy identifiers. Copies we distribute may carry an opaque identifier that ties the copy to a license, so that we can trace unauthorized redistribution. It contains no personal data.

8. Trials

We may offer a time-limited trial of some Services, including Pour. The length of a trial is stated when it starts (currently 14 days for Pour). A trial ends at the end of its term. To keep using the Service after that, you need a paid license.

We allow one trial per organization. We also limit trials by email address and by company email domain, and we rate-limit trial requests, including by IP address. We may refuse or end a trial that we reasonably believe is being used to avoid paying, to get around these limits, or to abuse the Services. How these controls handle personal data is described in our Privacy Policy.

We are not obliged to offer a trial, to offer one to any person or organization, or to extend or repeat one, and we may change or end the trial program at any time. A trial is subject to these Terms.

9. Early Access

Pour, and any other Service or feature that we mark as early access or coming soon, is in early access. Availability, features, commands, supported data sources, report and receipt formats, and pricing may change or be withdrawn, and some features described on our website may not be available yet: the relevant product page states current status.

No service level is promised. We do not commit to any uptime, availability, response time, support, or fix time for an early access Service, including the hosted parts that accompany Pour (license refresh, receipt submission, dashboard, and alerts), except in a service level set out in a written agreement signed by SynOI.

10. Partners and White-Label Use

A partner is a firm that uses Pour in work for its own clients. This section applies to partners in addition to the rest of these Terms and to any written partner agreement between the partner and SynOI.

• A partner may apply its own branding (its name, logo, and accent color) to a sign-off pack that it produces for its client, using the software's white-label option. Branding changes how the pack looks. It does not change the results the software computes and reports.
• The client relationship is the partner's. The partner is responsible for its own agreements with its clients, its fees, its communications, and everything it tells its clients. Nothing in a partner's engagement creates a relationship between SynOI and the partner's client.
• SynOI does not endorse, and takes no responsibility for, a partner's work, findings, or conclusions. A sign-off pack records what the software compared. Whether a migration is acceptable is a decision for the partner and its client.
• A partner may not represent SynOI. It may not hold itself out as SynOI's agent, employee, affiliate, or reseller, and it may not state or imply that SynOI reviewed, audited, certified, approved, or vouches for a migration, a client's data, or the partner's conclusions. Section 15 applies to our trademarks.
• A partner does not sublicense the software. A client that runs Pour itself is licensed to its own organization, and we issue that license to the client's own owner, not to the partner. If a partner agreement ends, licenses already issued to the partner's clients are not revoked because of that.

11. Professional Services

Professional services are not covered by these Terms. This includes diagnostics, migration engagements, and any other work that SynOI performs for you. Professional services are provided only under a separate written agreement, which governs their scope, fees, delivery, and refunds. Sections 12 and 13 and our Refund Policy do not apply to them.

12. Subscriptions and Payment

Paid Services are billed on a subscription basis, monthly or yearly as stated when you buy. Payments are processed by Paddle.com Market Limited (“Paddle”), who acts as the Merchant of Record for all transactions. By purchasing a subscription you agree to Paddle's terms of service in addition to these Terms. All prices are stated exclusive of applicable taxes, which Paddle calculates and collects on our behalf. If a payment is not made, Section 7.6 applies to Licensed Software.

13. Refunds and Cancellation

We offer a 14-day money-back guarantee on your first purchase: if you ask within 14 days of the first charge, we refund it. After that, you may cancel at any time and keep access to the end of the period you have paid for, but we do not refund unused time on a pro-rata basis. Refunds are issued to the original payment method via Paddle. Your statutory withdrawal rights as an EU or UK consumer are not affected. Professional services are not covered. The full policy, and how to request a refund, is in our Refund Policy.

14. Data and Privacy

Our collection and use of data is governed by our Privacy Policy, which is incorporated into these Terms. You retain ownership of all data you submit to the Services (“Customer Data”). You grant SynOI a limited license to process Customer Data solely to provide and improve the Services. We do not sell Customer Data to third parties. Data that you compare with Pour on your own infrastructure is not sent to us and is not Customer Data unless you choose to submit it; the Privacy Policy describes what Pour sends if you opt in.

15. Intellectual Property

All rights, title, and interest in and to the Services (excluding open-source components identified in applicable documentation) are and remain the exclusive property of SynOI Inc. and its licensors. The SYNOI trademark is owned by Foundation X LLC and is licensed to SynOI Inc. Nothing in these Terms grants you any right to use our trademarks, logos, or brand features without prior written consent.

Open-source components of our stack (including the SRAID provenance protocol, OID Resolver, and GAP) are licensed under CC0, MIT, or Apache-2.0 as designated in the applicable repository.

16. Third-Party and Open Source Software

The Licensed Software includes third-party open-source components. Each is licensed under its own terms, and those terms govern that component. The notices for these components are in the NOTICE file distributed with the software. Nothing in these Terms narrows or expands your rights under a third-party license.

17. Confidentiality

Each party agrees to keep the other party's non-public technical, business, and financial information confidential and not to disclose it to third parties without prior written consent, except as required by law.

18. Export Controls and Sanctions

The Licensed Software contains cryptography and may be subject to United States and other export control and sanctions laws. You agree to comply with those laws. You may not download, use, export, re-export, or transfer the Licensed Software (a) to or in a country or region subject to comprehensive United States sanctions, (b) to any person or entity on a United States government restricted-party list, or (c) for any use that those laws prohibit. You represent that you are not located in such a country or region and are not on such a list.

19. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNOI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Pour reports whether the tables it compares read the same. A match does not mean that the data is correct, and a signed receipt records what was submitted and when, not that the data was right. Nothing the software produces is legal, audit, or compliance advice, or a certification.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNOI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYNOI'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SYNOI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

21. Indemnification

You agree to indemnify, defend, and hold harmless SynOI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or connected with your access to or use of the Services, your violation of these Terms, or your violation of any third-party rights.

22. Dispute Resolution and Arbitration

Binding Arbitration.Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, seated in Delaware, United States. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. YOU AND SYNOI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Opt-Out. You may opt out of this arbitration agreement by submitting a written request via our contact form within 30 days of first accepting these Terms.

23. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. To the extent any dispute is not subject to arbitration, you consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.

24. Termination

We may suspend or terminate your access to the Services at any time for violation of these Terms or for any other reason with reasonable notice. Upon termination your right to use the Services ceases immediately. Sections 7.2, 7.6, 15, 18, 19, 20, 21, and 22 survive termination.

25. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page and updating the effective date. Your continued use of the Services after such changes constitutes acceptance of the revised Terms.

26. Contact

For legal notices or questions about these Terms, please use our contact form. Select “Legal” as the inquiry type.