Terms of Service

THESE TERMS OF SERVICE ("Terms") ARE A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY, ORGANIZATION, OR OTHER ENTITY YOU REPRESENT (COLLECTIVELY "You" OR "Your"), AND BERT SOFTWARE INC., OPERATING AS SYNTROPIC ("Syntropic", "we," "us," or "our"), GOVERNING YOUR ACCESS TO AND USE OF OUR SERVICES.

BY CREATING AN ACCOUNT, CLICKING "SIGN UP", "SIGN UP WITH GOOGLE", OR A SIMILAR BUTTON, SUBSCRIBING TO A PAID PLAN, OR ACCESSING OR USING THE SERVICES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Your use of the Services is also governed by our Privacy Policy, which is available at getsyntropic.com/privacy and is incorporated into these Terms by reference.

To use the Services, you must be at least 18 years of age and the age of legal majority in your jurisdiction, and you must be able to form a legally binding contract. You represent and warrant that you meet these requirements.

If you are using our Services on behalf of a company, organization, or other legal entity (an "Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms. In that case, the terms "You" and "Your" as used throughout this Agreement refer to both you as an individual and to the Organization.

If you sign up for the Services using an email address from your Organization, or if your Organization pays for your subscription, we will treat you as an authorized representative of that Organization, and you consent to us providing your Organization with access to and administrative control over the account(s) you create. You are responsible for all activity that occurs under your account.

"Customer" or "User" means the individual or entity who registers for an account to use the Services.

"Customer Content" means all data and information you provide, connect, or grant us access to in connection with your use of the Services.

"Services" means our proprietary platform and related tools, including our website, software, APIs, and any related documentation.

"Subscription Plan" means one of the service tiers that determines pricing and Usage Limits for an Organization.

"Subscription Term" means the period during which you have agreed to subscribe to a particular Subscription Plan.

"Usage Limits" means the quantitative restrictions on your use of the Services associated with your Subscription Plan.

"Workspace" means an environment within an Organization where a Customer can connect data sources and manage tables. An Organization may contain multiple Workspaces.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the Services during the applicable Subscription Term, solely for your personal or internal business purposes and in accordance with your Subscription Plan's Usage Limits.

The Services are provided through various Subscription Plans, as detailed on our pricing page. Each Subscription Plan is associated with an Organization, and its Usage Limits apply across that Organization's Workspaces. Use in excess of your Usage Limits may restrict usage-increasing actions until you reduce usage or upgrade your Subscription Plan.

From time to time, we may offer new features or tools that you can try as part of a pilot, beta, early access, or similar trial program ("Beta Services"). You acknowledge that your use of Beta Services is optional and at your own risk.

Beta Services are provided for evaluation purposes and not for production use. They are not supported, may contain bugs or errors, and may be subject to additional terms. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. ALL BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND.

As between you and us, you retain all right, title, and interest in and to your Customer Content. You grant us a limited, worldwide, royalty-free license to host, copy, transmit, and display your Customer Content as reasonably necessary for us to provide, maintain, and improve the Services in accordance with these Terms and our Privacy Policy.

We retain all right, title, and interest in and to the Services, including all underlying software, technology, designs, logos, trademarks, and documentation. Except for the limited license granted in Section 2.1, these Terms do not grant you any rights to our intellectual property.

If you provide us with any suggestions, ideas, or other feedback regarding the Services ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, implement, and otherwise exploit such Feedback for any purpose without any obligation or compensation to you.

You agree to pay all fees specified for your chosen Subscription Plan ("Fees"). All Fees are quoted in United States Dollars unless otherwise specified.

We use a third-party payment processor (Stripe) to bill you through a payment account linked to your Organization. All Fees are billed in advance on a monthly or annual basis depending on your chosen plan. You must provide us with current and accurate payment information and you authorize us to charge such payment account for all purchased Services.

To request a refund or report a billing issue, please contact us at [email protected] with your account details and a description of the issue. Refund requests will be processed within 5-10 business days when approved.

Your subscription will automatically renew for successive Subscription Terms of the same duration (monthly or annual) unless you cancel your Subscription Plan prior to the end of the then-current term. An Organization owner may cancel through the Organization billing settings page. Cancellation will be effective at the end of the current Subscription Term, and you will not be charged for the subsequent term.

You are responsible for paying all applicable taxes, levies, duties, or similar governmental assessments, including sales, use, or value-added taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"), associated with your purchase, excluding taxes based on our net income.

Each party agrees to treat all non-public information received from the other party that is marked as "Confidential" or that reasonably should be understood to be confidential as confidential information. Each party agrees to use such confidential information only for the purposes of this Agreement and to not disclose it to any third party without the other party's prior written consent, except as required by law. The receiving party will use the same degree of care to protect confidential information as it uses to protect its own similar information, but in no event less than reasonable care.

These Terms commence on the date you first accept them and continue as long as you have an active account with us, unless terminated earlier as provided herein.

Either party may terminate this Agreement for cause if the other party is in material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

Upon termination or expiration of this Agreement: (a) your license to use the Services shall immediately cease; (b) you must pay any unpaid Fees due for the remainder of the then-current Subscription Term; and (c) we will delete your Customer Content in accordance with our data retention policies, as described in our Privacy Policy. Sections 3.2, 4, 5, 6, and 8 through 11 of these Terms shall survive termination.

You agree to defend, indemnify, and hold us harmless from and against any claim, demand, suit, or proceeding made or brought against us by a third party arising from (a) your Customer Content, (b) your breach of these Terms or applicable law, or (c) your violation of any third-party rights.

We agree to defend, indemnify, and hold you harmless from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that your use of the Services as permitted hereunder infringes a third party's valid Canadian or U.S. patent or copyright. This obligation does not apply to claims arising from your breach of these Terms, modifications made to the Services not by us, or use of the Services in combination with any other product or service.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO US HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These Terms and any action related thereto will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions.

We want to address your concerns without needing a formal legal case. Before filing a claim against Syntropic, you agree to try to resolve the dispute informally by contacting [email protected]. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, you or Syntropic may bring a formal proceeding.

You and Syntropic agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under "Exceptions to Agreement to Arbitrate" below. The Arbitration Act (Alberta) will govern the interpretation and enforcement of this section.

The arbitration will be administered by a single arbitrator agreed upon by the parties. If the parties cannot agree on an arbitrator within twenty (20) days, one will be appointed by the Canadian Arbitration Association (CAA) in accordance with its rules. The arbitration will be held in Calgary, Alberta, or at another mutually agreed location, and may be conducted by video conference for the convenience of the parties. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court having jurisdiction.

Each party will be responsible for its own legal fees. The costs and fees of the arbitrator shall be shared equally between the parties.

Either party may bring a lawsuit in a court of competent jurisdiction in Calgary, Alberta, solely for injunctive relief to stop unauthorized use or abuse of the Services, or for claims of intellectual property infringement, without first engaging in the informal dispute resolution or arbitration process.

You can decline this agreement to arbitrate by sending an email to [email protected] within thirty (30) days of first accepting these Terms. Your email must include your full name and company name (if applicable) and state your intention to opt out of the arbitration agreement. If you opt out, all disputes will be resolved in the courts of Calgary, Alberta as specified in Section 9.1.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought in the provincial or federal courts located in Calgary, Alberta. All other claims will be arbitrated.

These Terms, including our Privacy Policy, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings.

We may modify these Terms from time to time. We will provide notice of any material changes by posting the new Terms on our website, updating the "Last Updated" date, or by sending you an email. Your continued use of the Services after such changes become effective constitutes your agreement to the new Terms.

You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

The Services and related technology are subject to export control laws and regulations of Canada, the United States, and other jurisdictions. You agree to comply with all such applicable laws and regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the underlying technology to, or make the Services or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You further represent and warrant that you are not named on any Canadian or U.S. government list of prohibited or restricted parties.

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as you may provide to us. You may revoke this right at any time by sending an email to [email protected].

If you have any questions about these Terms, please contact us at [email protected]