Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") form a binding agreement between you and Sync GTM ("SyncGTM", "we", "our", or "us") and govern your access to and use of the SyncGTM website, web application, documentation, Model Context Protocol (MCP) server, API, command-line interface (CLI), browser and platform integrations, templates, free tools, and any professional services we provide (together, the "Platform").

You agree to these Terms by creating an account, accessing the Platform, connecting an AI client or agent to our MCP server, issuing an API or CLI request, or otherwise using the Platform. If you do not agree, you must not use the Platform.

If you use the Platform on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and "you" means both you and that organisation. You are responsible for the acts and omissions of every person and system that accesses the Platform through your workspace or credentials.

The Platform is a business-to-business tool intended for use by organisations in the course of their commercial activities. It is not designed or offered for personal, domestic or household use.

Where you have signed a separate written order form, master services agreement, statement of work or data processing agreement with us, that document prevails over these Terms to the extent of any inconsistency. Otherwise the order of precedence is: (a) these Terms; (b) our Privacy Policy; and (c) the product documentation and any product-specific policies referenced in these Terms.

2. Definitions

In these Terms:

• "AI Client" means any application, assistant, IDE, chat interface, or software that connects to the Platform through MCP, our API, or our CLI — including Claude, Claude Code, ChatGPT, Cursor, Windsurf, Codex, and any other MCP-compatible tool.
• "AI Agent" means any autonomous or semi-autonomous process, workflow, script, scheduled job or model-driven loop that issues requests to the Platform, with or without a human reviewing each request.
• "Authorised User" means an individual you permit to access the Platform through your workspace.
• "Credits" means the prepaid units of metered usage that are consumed when you run an action on the Platform.
• "Customer Data" means data you upload, enter, import, generate or retain in your workspace, including Enrichment Results you choose to store.
• "Data Provider" means any third-party data platform, database, API, or source that we query on your behalf to fulfil a request.
• "Enrichment Result" means the data returned to you in response to an action you (or your AI Client or AI Agent) run on the Platform.
• "Output" means any content generated by, returned through, or derived from the Platform, including Enrichment Results, scraped content, signals, scores and AI-generated text.
• "Documentation" means the technical and product documentation we publish, including at docs.syncgtm.com, as updated from time to time.

3. What SyncGTM Is — and What It Is Not

SyncGTM is a go-to-market orchestration and enrichment layer. When you run an action, we take your query, route it to one or more Data Providers, normalise and deduplicate what comes back, and return the result to you. Many actions use waterfall enrichment: several Data Providers are tried in sequence until a match is found or the sequence is exhausted.

We are an intermediary and a workflow layer. We are not the origin of the underlying data, and we do not hold ourselves out as its custodian.

You acknowledge and agree that SyncGTM:

• Does not own, operate, compile, licence or sell a proprietary contact database, people database, or company database of its own.
• Did not collect the underlying data from the individuals or organisations it relates to, and has no direct relationship with those individuals or organisations.
• Does not control what any Data Provider collects, how it was obtained, whether any notice or consent was given, how current it is, or whether it is accurate.
• Is not a "consumer reporting agency" and does not provide "consumer reports" as those terms are defined in the US Fair Credit Reporting Act (FCRA) or any comparable law. Outputs must never be used, in whole or in part, as a factor in determining eligibility for credit, insurance, employment, housing, tenancy, government benefits, or any other FCRA-regulated purpose.
• Is not a background-check, identity-verification, or people-search service, and must not be used as one.
• Does not provide legal, compliance, privacy, tax or financial advice. Nothing in the Platform, the Documentation, or any Output is advice, and nothing in it constitutes a determination that your intended use is lawful.
• Does not review, approve, monitor or supervise how you, your Authorised Users, your AI Clients or your AI Agents use Outputs after they are delivered.

Determining whether your collection and use of personal data is lawful in your jurisdiction — including whether you have a valid lawful basis, whether notice is required, and whether an individual may be contacted — is your responsibility alone. See Sections 16 and 17.

4. No Database, No Stored Contact Data

This section describes how contact data moves through the Platform. It is central to how SyncGTM works and to the allocation of responsibility under these Terms.

Because we do not hold the source data and did not collect it, an individual who wishes to know the origin of a record, or to have it suppressed at source, may need to be directed to the relevant Data Provider. We will assist with such requests where we are reasonably able to and where the Data Provider permits it, but we cannot compel a Data Provider to act.

Nothing in this section limits your own obligations. Once an Enrichment Result is delivered to you, you are the party that holds it, and you are responsible for how it is stored, secured, shared, retained and deleted.

5. Eligibility and Account Registration

To use most features you must create an account. You agree to provide accurate, current and complete information, to keep it up to date, and to maintain the security of your account.

You must be at least 16 years old and, where you are contracting on behalf of an organisation, authorised to do so. You must not use the Platform if you are barred from doing so under any applicable law, if you are the subject of sanctions, or if we have previously terminated your account.

Each free-tier allowance is granted once per organisation. Creating multiple accounts, workspaces or identities to obtain additional free Credits, to evade limits, or to circumvent a suspension is a material breach of these Terms.

You are responsible for all activity that occurs under your account and workspace, including activity by Authorised Users, integrations, AI Clients and AI Agents. You must notify us immediately at legal@syncgtm.com if you suspect unauthorised access.

We may verify your identity, your organisation, and your intended use, and may decline or discontinue service where verification fails or where use presents an unacceptable legal, regulatory or reputational risk.

You may unsubscribe from product and relationship messages at any time using the unsubscribe link in any such message or by emailing legal@syncgtm.com, and we will action it promptly. You cannot opt out of service and transactional messages while your account remains open, because we need them to operate your account and to give you notice under these Terms; if you do not wish to receive them, close your account.

You are responsible for keeping your account email address current and monitored, and for ensuring that our messages are not blocked or filtered by your mail provider. Notices are deemed given when sent, whether or not you read them. See Section 35.

Where you add an Authorised User, you confirm that you have that person's consent for us to contact them at the address you provide for the purposes described above.

6. Credentials, API Keys and Account Security

API keys, MCP connection strings, OAuth tokens and similar credentials are bearer credentials. Any request presented with your credentials is treated as authorised by you, is attributed to you, and is billed to you — regardless of who or what issued it.

• Do not embed credentials in client-side code, public or shared repositories, prompts, screenshots, support tickets, or agent configurations you do not fully control.
• Do not share credentials across unaffiliated organisations, or provide them to any third party in order to give that third party access to the Platform.
• Rotate or revoke credentials immediately if you suspect they have been exposed. You remain responsible for all usage and Credits consumed until you notify us and we have had a reasonable opportunity to act.
• Enable multi-factor authentication where we make it available, and restrict Authorised User access to what each user needs.

We may rotate, restrict or revoke credentials without notice where we reasonably suspect compromise, abuse, or a threat to the Platform or to a Data Provider. We are not liable for loss arising from a compromise of your credentials, other than to the extent it was caused by our breach of these Terms.

We rely on the account email address you give us to identify you. If that address becomes inaccessible to you, if your account is taken over, or if you cannot satisfy our identity checks, we may be unable to restore access to your account or to your workspace contents, and we are not liable for that inability. Keep your account email, recovery details and Authorised User list current.

7. Free Tier, Trials and Beta Features

Free Credits, trial access and promotional allowances are provided at our discretion. They have no cash value, are not transferable, may be limited, changed, expired or withdrawn at any time, and may be revoked where we reasonably suspect abuse or multi-accounting.

Unless you cancel before a trial ends, a trial may convert to a paid subscription at the then-current price where that was disclosed at signup. We may end a trial early.

Features labelled beta, preview, experimental, early access or similar are provided "as is" and "as available" for evaluation only. They may be unstable, may change or be withdrawn without notice, are excluded from any service level, support or uptime commitment, and — to the maximum extent permitted by law — are provided without warranties, indemnities or liability of any kind. Do not use them for production-critical or compliance-sensitive work.

8. Plans, Credits and Billing

Paid plans give you a Credit allowance for each billing cycle, together with the plan features described on our pricing page. Unless your plan expressly includes rollover, unused Credits do not carry over and your allowance resets at the start of each billing cycle. Where rollover is included it may be subject to a cap described on the pricing page.

Credits are a prepaid, limited right to run metered actions. They are not currency, not a deposit, not property, and not redeemable for cash. They are not transferable between workspaces or accounts, and cannot be sold or assigned.

9. Refunds, Chargebacks and Taxes

Except where a refund is required by law — including under the Australian Consumer Law (see Section 30) — fees are non-refundable and are payable in full for the billing cycle in which they are incurred.

Credits that have been consumed are non-refundable. This includes Credits consumed by an AI Agent operating in a loop, by a retry or fan-out you did not intend, by a misconfigured schedule or automation, by an integration, or by an Authorised User or third party using your credentials. You are responsible for setting your own spend controls and for monitoring your own consumption.

Credits are also non-refundable where a result turns out to be inaccurate, incomplete, outdated or unusable, where an action returns no match, and where an email address or phone number later bounces, is rejected, is undeliverable, or proves to be invalid. Section 12 sets this out in full and governs any inconsistency with this Section.

Any goodwill credit we issue is discretionary, applies only to the instance for which it is given, and does not create a precedent, entitlement or course of dealing.

If you dispute a charge, contact us at legal@syncgtm.com before initiating a chargeback. We may suspend your account while a chargeback is pending and may recover associated fees and costs. Initiating a chargeback for services actually delivered is a material breach of these Terms.

All fees are exclusive of taxes. You are responsible for all sales, use, GST, VAT, withholding and similar taxes and duties, other than taxes on our net income. If you are required to withhold any amount, you will gross up the payment so that we receive the full amount invoiced.

10. Data Sources and Third-Party Providers

Enrichment Results are sourced from third-party Data Providers. The set of Data Providers we use, the order in which they are queried, and the coverage they offer may change at any time without notice. We do not guarantee that any particular Data Provider is used, remains available, or is used for any particular action.

Data Providers are independent third parties. We do not control their systems, data collection practices, lawful bases, accuracy, uptime, rate limits, pricing or policies. Their performance is outside our control and a degradation, outage, rate limit, policy change or withdrawal by a Data Provider is not a breach of these Terms by us.

Where a Data Provider imposes terms that flow down to end users, and we make those terms available to you, you must comply with them. You must not use the Platform to obtain data from a Data Provider in a way that breaches that provider's terms.

Where a Data Provider, an individual, or a regulator requires that a record be suppressed, corrected or deleted, we may honour that request, and the record may become permanently unavailable through the Platform. On notice from us, you must apply the same suppression or deletion to any copy you hold.

References to any Data Provider, AI vendor, CRM or other third party in our marketing, Documentation or interface are for identification only and do not imply partnership, endorsement or affiliation unless we state so expressly in writing.

11. No Warranty of Data Accuracy or Match Rates

Enrichment Results are provided as received from Data Providers. To the maximum extent permitted by law, and subject to Section 30, we make no representation or warranty of any kind that any Output is accurate, complete, current, unique, attributable to the correct individual or organisation, or fit for any purpose.

In particular, you acknowledge that:

• Contact details may be outdated, reassigned, shared, role-based, or belong to a different individual with a similar name or employer.
• Email verification and phone validation actions indicate a probability assessed at the time of the check. They are not a guarantee of deliverability, ownership, reachability, or that contact is lawful.
• Signals such as funding, hiring, job changes, promotions, technographics and traffic estimates are inferred or third-party reported, may lag reality, and may be wrong.
• Scraped content reflects what was publicly retrievable at the time of the request and may be incomplete, rate-limited, blocked, or altered by the source platform.
• We do not guarantee any coverage percentage, match rate, fill rate, hit rate, credit efficiency, or that any given query returns a result at all. Any figures published in marketing materials are indicative only.

You must independently verify any Output before relying on it for a decision that materially affects a person or organisation, and before using it in any communication. Section 12 sets out your verification obligations and the position on bounces and deliverability in full.

To the maximum extent permitted by law, we are not liable for outcomes arising from Output quality, including bounced or rejected sends, spam complaints, damage to sender or domain reputation, blocklisting, deliverability loss, mailbox or account suspension by a third party, contacting the wrong person, duplicated or corrupted CRM records, lost opportunities, or wasted campaign spend.

12. Email Verification, Bounces and Deliverability

This Section applies to every action that returns, checks or scores an email address or phone number, and to every message you subsequently send. It is a fundamental basis on which we make those actions available to you.

13. MCP Server, API and CLI Access

Subject to these Terms and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access the Platform through our MCP server, API and CLI for your own internal business purposes.

Our MCP server exposes SyncGTM actions to AI Clients. When you connect an AI Client, install our MCP server, or configure our CLI, you authorise that client — and any AI Agent it runs — to call actions, retrieve data and consume Credits on your behalf, without any further confirmation from you.

AI Clients and the model providers behind them are independent third parties that we do not operate or control. Your use of them is governed by their own terms and privacy policies. Any query you send, and any Output returned, may be transmitted to, processed by, logged by, or retained by those third parties, and once that occurs it is outside our control. You are responsible for satisfying yourself that this is acceptable for the data involved and for your own obligations.

Open-source components distributed by us are licensed under their own terms, which prevail over these Terms for those components only.

14. AI Agents and Autonomous Use

The Platform is designed to be called by AI assistants and autonomous agents. This section governs that use and is a fundamental basis on which we make the Platform available to you.

We do not control, direct, instruct, review, supervise, or have visibility into how any AI Client or AI Agent constructs a query, chains actions together, interprets a result, retains it, transmits it, or what it subsequently does with it. We provide an interface; the agent's behaviour is determined by you, by the model provider, and by the instructions and environment you give it.

Every request authenticated with your credentials is your act. This applies whether the request was typed by a human, generated by a model, produced by a script, triggered by a schedule, or emitted by an autonomous agent running without any human present. You are solely responsible for it and for its consequences.

You are solely responsible for:

• Selecting, configuring, constraining and supervising every AI Client and AI Agent you connect, including the scope of actions it may call, the volume it may run, and the spend it may incur.
• All Credits consumed by agent activity, including runaway loops, recursive or fan-out execution, retries, misconfigured schedules, prompt errors, and consumption by an agent behaving other than as you intended. Such consumption is not refundable.
• Ensuring that every query your agent runs, and every use it makes of the result, complies with applicable data protection, privacy, anti-spam, marketing, telecommunications, anti-discrimination and consumer protection laws.
• Everything an agent does with data after it is returned — writing it to a CRM or database, appending it to other datasets, exporting it, publishing it, sending email, SMS or calls, passing it to another tool, model, vendor or person, or using it to train or fine-tune a model.
• Any onward transfer of personal data made by an agent to a model provider, hosting provider, or other third party, and for having a lawful basis and any required transfer mechanism for that transfer.
• Requiring human review before any consequential, irreversible or externally visible action — including sending communications, writing to production systems, deleting records, spending money, or contacting an individual.
• Maintaining records of agent activity sufficient for you to answer a data subject request, complaint, audit or regulatory enquiry about data your agent obtained or used.
• The acts and omissions of any third party — including a consultant, agency or vendor — that you allow to operate an agent against your workspace.

Credit balances, usage dashboards and notifications are provided as a convenience for visibility. They are not a spend control, a rate limiter, or a safety mechanism, and we do not undertake to alert you before, during or after unexpected consumption. You must implement your own limits, budgets, kill switches and monitoring.

We may — but are never obliged to — throttle, pause, block or terminate activity that appears to be looping, abusive, compromised, or harmful to the Platform, to a Data Provider, or to any person. Doing so once does not create an ongoing duty to monitor, is not a waiver of any right, and does not make us responsible for activity we do not block.

To the maximum extent permitted by law, and subject to Section 30, we disclaim all liability for actions taken by, decisions made by, or consequences flowing from any AI Client or AI Agent — including where the agent hallucinates, misinterprets or misattributes a result, exceeds its intended scope, acts on manipulated input, or acts contrary to your instructions.

15. AI Outputs, Untrusted Content and Human Review

Several actions return content that originates from third parties and the open web — including scraped web pages, social posts and comments, job listings, advertising creative, reviews and profile text. That content is untrusted and unfiltered. It is not authored, verified, endorsed or moderated by us, and it may be inaccurate, misleading, offensive, unlawful, defamatory or infringing.

You acknowledge that content retrieved from third-party sources may contain text deliberately crafted to manipulate an AI system — commonly known as prompt injection or indirect prompt injection. Connecting an autonomous agent to live third-party data carries an inherent and well-known risk that the agent will be induced to take actions you did not intend, including disclosing data, calling further actions, or acting in external systems.

You are responsible for mitigating that risk, including by isolating and sanitising tool output, restricting agent permissions, applying guardrails, and keeping a human in the loop for consequential steps. We do not warrant that any Output is free of injected instructions, malicious content or harmful payloads.

Outputs — including scores, summaries, recommendations, research and drafted messaging — are generated or aggregated by automated means, are probabilistic, may not be reproducible, and may be wrong. They are not advice of any kind and must not be treated as a professional opinion.

You must not use the Platform or any Output as the sole basis for a decision that produces legal effects concerning an individual or similarly significantly affects them, including any decision about employment, credit, insurance, housing or benefits. See also Section 3.

We are not responsible for anything an agent or integration does in another system as a result of an Output — including messages sent, records created, overwritten or deleted, workflows triggered, or spend incurred in third-party tools.

16. Your Role as Data Controller

For personal data you request, receive, store, export or use through the Platform, you are the controller (and, under US state privacy laws, the business). We act as a processor or service provider on your documented instructions, and only to provide, secure, support and bill for the Platform.

You represent and warrant that, for every processing purpose, you have and will maintain a valid lawful basis — including, where you rely on legitimate interests under the GDPR or UK GDPR, a documented legitimate interests assessment — and that you will not instruct us to do anything that would cause either party to breach applicable data protection law.

If a data subject or regulator contacts us about data delivered to you, we may direct them to you and to the relevant Data Provider, and may disclose the information reasonably necessary to route the request. You will cooperate promptly and will not require us to act as your representative.

Where you are subject to the GDPR, UK GDPR, the Australian Privacy Act 1988 (Cth), or a US state privacy law, our data processing agreement applies and is incorporated into these Terms. A copy is available at legal@syncgtm.com.

Where we are required by law, by a Data Provider, or by a regulator to suppress or delete a record, you will apply the same suppression or deletion to your own copies within a reasonable time of being notified.

17. Outreach and Communications Compliance

SyncGTM does not send communications on your behalf as a matter of course, does not determine who you contact, and does not review your messaging. You alone decide who is contacted, through what channel, with what content, and how often.

You are solely responsible for complying with all laws applicable to your outreach, including (as relevant to you) the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the US CAN-SPAM Act, the US Telephone Consumer Protection Act (TCPA) and state equivalents, Canada's Anti-Spam Legislation (CASL), the GDPR and UK GDPR, the ePrivacy Directive and PECR, and equivalent local laws.

Without limiting that obligation, you must:

• Obtain consent where consent is required in the recipient's jurisdiction and channel, and keep evidence of it.
• Accurately identify yourself and your organisation as the sender, and not misrepresent your identity, affiliation, or the source of the recipient's details.
• Include a functional unsubscribe or opt-out mechanism where required, and honour opt-outs promptly across all channels and systems.
• Scrub numbers against applicable do-not-call registers before calling or texting, and observe permitted contact hours.
• Not use automatic telephone dialling systems, artificial or prerecorded voice, or SMS to mobile numbers without the consent that applicable law requires. Mobile and direct-dial data carries heightened legal risk, and you accept that risk in full.
• Not represent, expressly or by implication, that SyncGTM supplied the recipient's consent, verified the recipient, or endorses your message.
• Not use Outputs to harass, intimidate, stalk, dox, defame, or build a profile of an individual for any purpose other than legitimate business-to-business communication.

Complaints, blocklisting, regulatory action or provider takedown arising from your outreach are your responsibility. We may suspend or terminate your access immediately if we receive credible reports of spam, harassment, or unlawful outreach conducted with data obtained through the Platform.

18. Prohibited Uses

You must use the Platform only for lawful business purposes. You must not, and must not permit any Authorised User, AI Client, AI Agent or third party to:

• Use the Platform or any Output in violation of any law, regulation, court order, or the rights of any person.
• Use any Output as a factor in determining eligibility for credit, insurance, employment, housing, tenancy, education, government benefits, or any other purpose regulated by the FCRA or an equivalent law.
• Use the Platform for background screening, identity verification, tenant screening, litigation targeting, debt collection targeting, or law-enforcement or intelligence targeting, without a separate written agreement with us.
• Build, train, fine-tune, evaluate, benchmark or improve any dataset, index, model or product that competes with the Platform or with any Data Provider.
• Scrape, mirror, systematically extract, or bulk-harvest data from the Platform other than through documented actions within your entitlement, or circumvent rate limits, quotas or Credit metering.
• Reverse engineer, decompile or disassemble any part of the Platform, or publish benchmark or performance results without our prior written consent.
• Resell, sublicence, white-label, timeshare or otherwise make the Platform available to any third party as a service, without a separate written agreement with us.
• Share credentials, operate a single workspace on behalf of multiple unaffiliated organisations, or create multiple accounts to obtain additional free Credits or evade limits or suspension.
• Surveil, track, monitor or profile individuals for purposes unrelated to legitimate business-to-business commerce, or use the Platform for stalking, harassment, doxxing or intimidation.
• Target, exclude or treat individuals differently on the basis of a protected attribute in contravention of anti-discrimination law.
• Knowingly collect, request or process data about individuals under 16.
• Upload, submit, transmit or store through the Platform any protected health information, cardholder or full payment card data, government identifiers, biometric data, precise geolocation, financial account credentials, or any other special-category or sensitive personal information, unless we have expressly permitted it in a separate written agreement (including, where applicable, a business associate agreement). The Platform is not designed, contracted or certified for that data, and you accept full responsibility for any such data you introduce.
• Send spam, phishing, malware, fraudulent, deceptive or impersonating communications, or use the Platform to facilitate any scheme to defraud.
• Run scraping or social actions against any site, platform or account where you do not have the right to do so, or in breach of that platform's terms of use.
• Interfere with, disrupt, probe, scan or test the integrity or security of the Platform or its infrastructure without our prior written authorisation, or launch any denial-of-service or overload attack.
• Use the Platform in any high-risk context — including medical, safety-critical, emergency, transport, weapons, or critical infrastructure applications — without a separate written agreement with us.
• Circumvent geographic restrictions, sanctions controls, or any measure we use to enforce these Terms.

This list is not exhaustive. We may update it to address new risks, and we may investigate suspected breaches, preserve relevant records, cooperate with law enforcement, and suspend or terminate access under Sections 26 and 27.

19. Restrictions on Use, Export and Resale of Results

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to use Enrichment Results internally for your own go-to-market activities. All other rights are reserved. No rights are granted by implication or estoppel.

You must not, without our prior written consent:

• Resell, licence, publish, syndicate, broker, or otherwise make Enrichment Results available to any third party as a dataset, list, directory, feed or data product.
• Contribute Enrichment Results to a data cooperative, data exchange, shared pool, or contact-sharing arrangement.
• Use Enrichment Results to train, fine-tune, or generate embeddings for any model that you distribute, licence or make available to third parties.
• Append Enrichment Results to a product or database that you sell, licence or provide to third parties.
• Represent Enrichment Results as your own proprietary data, or as verified, endorsed or warranted by SyncGTM.

Your right to use Enrichment Results lawfully obtained before termination continues after termination, subject to the ongoing restrictions in this Section and to any suppression or deletion obligation under Sections 10 and 16.

20. Fair Use, Rate Limits and Abuse Prevention

Access is subject to rate limits, concurrency caps and volume thresholds, which vary by plan and which we may change to protect the Platform, our Data Providers, and other customers.

Features described as unlimited or uncapped are subject to fair use. Usage that is materially disproportionate to normal use for your plan — including sustained automated or agent-driven load — may be throttled, queued or limited.

We may apply protective measures without notice, including throttling, queuing, temporary blocks, verification challenges, credential rotation, or a requirement for a deposit or a custom agreement before high-volume use.

We may set and change reasonable limits on storage, record counts, file and upload sizes, retention windows, export volumes, job duration and processing capacity, and may queue, defer or decline work that exceeds them.

We may review and monitor use of the Platform — including usage patterns, action volumes and metadata — to verify compliance with these Terms, to protect the Platform and our Data Providers, and to detect abuse. Doing so is a right, not an obligation, and does not make us responsible for use we do not detect or prevent.

Circumventing or attempting to circumvent rate limiting, quota enforcement, Credit metering or usage logging is a material breach of these Terms and grounds for immediate termination.

21. Integrations and Third-Party Services

The Platform integrates with third-party services — including CRMs such as HubSpot and Salesforce, sequencers such as Instantly and Smartlead, messaging tools, webhooks, and any service you connect using your own API keys.

When you authorise an integration, you authorise us to access, read from and write to that service within the scopes you grant. You are responsible for the scopes you grant, for what is written or changed in those systems (including duplicate, incorrect or unwanted records), for your agreement with that vendor, and for any consequences of data leaving the Platform.

Where you supply your own third-party API keys (bring-your-own-key), you are responsible for your own usage costs, quotas and compliance with that provider's terms. We are not liable for charges you incur with a third-party provider, for their rate limits, or for their suspension of your account.

Third-party services are not under our control. Their outages, deprecations, policy changes, pricing changes, or withdrawal of access may break an integration or reduce Platform functionality. That is not a breach of these Terms by us and does not entitle you to a refund. Your use of third-party services is at your own risk and subject to their terms.

Links to third-party sites and resources are provided for convenience. We do not endorse them and are not responsible for their content, policies or practices.

22. Professional Services and Advisory Engagements

We may provide implementation, fractional go-to-market, AI GTM engineering, advisory, managed or done-for-you services. Those services are provided under a separate proposal, order form or statement of work; these Terms apply to them as the governing framework except where that document says otherwise.

Deliverables, strategies, playbooks, audits and recommendations are professional opinions based on the information available to us at the time. We do not guarantee any commercial outcome — including pipeline, meetings booked, reply rates, conversion, revenue or return on investment. Any projections, benchmarks or example figures are illustrative only.

You are responsible for the decisions you take on the basis of our recommendations, for the accuracy and completeness of the information and access you provide to us, and for obtaining any third-party consents needed for us to perform the services.

Unless the statement of work says otherwise, deliverables are licensed to you for internal use on full payment, and we retain ownership of our pre-existing materials, methods, frameworks, templates and know-how. We may use the general skills, knowledge and experience gained in an engagement, provided we do not disclose your Confidential Information.

Fees for services are invoiced as set out in the statement of work and are payable within 14 days of invoice unless otherwise agreed. Scheduled sessions cancelled with less than two business days' notice may be treated as delivered.

During an engagement and for 12 months afterwards, neither party will solicit for employment any individual involved in the engagement on the other party's side. This does not restrict general advertising or hiring a person who responds to it.

23. Intellectual Property, Your Content and Feedback

The Platform — including its software, interfaces, workflows, prompts, routing and waterfall logic, templates, documentation, designs, brand, and all improvements to them — is owned by SyncGTM or its licensors and is protected by intellectual property laws. These Terms grant you a right to use the Platform, not any ownership interest in it.

You retain ownership of Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, transmit, process, adapt and display Customer Data solely to provide, secure, support, bill for and troubleshoot the Platform, and as required by law. This licence ends when the relevant Customer Data is deleted, except for copies in backups pending routine rotation and for aggregated or de-identified data.

We may generate and use aggregated, de-identified and statistical information about usage of the Platform — which does not identify you, any Authorised User, or any individual — for security, capacity planning, benchmarking, and product improvement.

If you provide feedback, ideas, suggestions or feature requests, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit them without restriction, attribution or compensation. We are under no obligation to act on feedback or to keep it confidential.

Templates, prompts, playbooks and sample workflows we make available are licensed to you for internal use only and may not be redistributed, resold or published.

Third-party names, logos and marks appearing on the Platform belong to their owners. Their appearance does not imply affiliation or endorsement.

We do not pre-screen Customer Data, but we may remove, disable access to, or refuse to process any content that we reasonably believe is unlawful, infringing, malicious, or in breach of these Terms or a Data Provider's requirements. Except where the content is unlawful or presents an immediate risk, we will give you reasonable notice before doing so. We are not responsible for the deletion, loss, corruption or accuracy of any content, and you are responsible for maintaining your own copies of anything you need.

If you believe content available through the Platform infringes your rights, contact us at legal@syncgtm.com with sufficient detail to identify the material and your rights, and we will investigate and act as appropriate.

24. Confidentiality and Publicity

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient without obligation, is independently developed without use of the Confidential Information, or is lawfully received from a third party. A party may disclose Confidential Information where legally compelled, provided it gives reasonable prior notice where lawful and discloses only what is required.

Confidentiality obligations continue for three years after disclosure, and indefinitely for trade secrets and personal data.

We may identify you as a customer by name and logo on our website, in customer lists, and in sales materials. You may opt out at any time by emailing legal@syncgtm.com, and we will stop new use within a reasonable period. Case studies, testimonials and quotes require your prior consent.

25. Privacy, Security and Data Protection

Our Privacy Policy describes how we handle personal information relating to you as a user of the Platform, and is incorporated into these Terms. Section 4 describes how enrichment data is handled, and Section 16 sets out your responsibilities as controller.

We maintain technical and organisational measures appropriate to the risk, including encryption of data in transit and at rest, access controls on a least-privilege basis, logging, and regular review of our infrastructure. No system is completely secure, and we do not warrant that the Platform will be free from unauthorised access.

You are responsible for the security of your own environment — including the devices, servers, containers and agent hosts from which you connect, the AI Clients you install, the third-party services you authorise, and the handling of your credentials.

If we become aware of a security incident affecting your Customer Data, we will notify you without undue delay as required by applicable law, including the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth) and Article 33 of the GDPR where it applies, and will provide the information reasonably available to us so you can meet your own obligations.

As controller, you are responsible for assessing an incident and for making any notification to a regulator, an affected individual or any other third party. We will not make such a notification on your behalf unless you ask us to in writing and we agree, or unless we are independently required by law to do so. You must not make any public statement attributing an incident to us without our prior written consent, except where you are legally compelled to do so.

We use subprocessors — including hosting, storage, analytics, support and payment providers, and the Data Providers described in Section 10 — to deliver the Platform. A current list is available on request at legal@syncgtm.com. We may add or replace subprocessors and will maintain equivalent contractual protections.

Data may be stored or processed in Australia, the United States, the European Union or other jurisdictions where we or our providers operate. Where required, we implement an appropriate transfer mechanism such as Standard Contractual Clauses.

26. Suspension of Access

We may suspend or restrict your access to all or part of the Platform, immediately and without prior notice, where we reasonably believe that:

• An amount is overdue, or a payment has been reversed or charged back.
• Your credentials have been compromised, shared, or are being used by an unauthorised party.
• Your use breaches these Terms, is unlawful, or exposes us, a Data Provider, or any person to legal, regulatory, security or reputational risk.
• Your usage threatens the integrity, security, availability or performance of the Platform, or breaches a Data Provider's requirements.
• We have received credible complaints of spam, harassment, fraud or unlawful outreach connected to your account.
• A Data Provider, regulator, court or law enforcement agency requires it.

Where practicable and lawful, we will notify you and give you an opportunity to remedy the issue. We will restore access promptly once the cause is resolved.

Suspension does not relieve you of your payment obligations. You are not entitled to a refund, service credit or extension for a suspension caused by your breach or by circumstances within your control.

27. Term and Termination

These Terms apply from the moment you first access the Platform and continue until terminated.

You may cancel at any time through the in-app settings or by emailing legal@syncgtm.com. Cancellation takes effect at the end of your current billing cycle. Except as required by law, prepaid fees and unused Credits are not refunded.

We may terminate these Terms or your access: (a) for material breach that is not remedied within 14 days of written notice; (b) immediately, where the breach is incapable of remedy, involves a prohibited use, is unlawful, or where you become insolvent or subject to an insolvency process; or (c) for convenience on 30 days' written notice, in which case we will refund the pro-rata portion of any prepaid subscription fees covering the period after termination.

On termination: your right to access the Platform ends; unused Credits are forfeited and have no value; and you must cease using anything we licensed to you other than Enrichment Results you may continue to use under Section 19.

You may export your Customer Data at any time before termination and for 30 days afterwards. After that period we will delete your workspace contents from our production systems, and they will be removed from encrypted backups in the ordinary course of our rolling backup rotation. We may retain records where required by law, for tax and accounting purposes, or to establish or defend a legal claim.

Sections 3, 4, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 23, 24, 25, 27 to 35 and any other provision that by its nature should survive, survive termination.

28. Disclaimer of Warranties

Subject to Section 30, and to the maximum extent permitted by law, the Platform, all Outputs, and all professional services are provided "as is" and "as available", without warranty, condition, guarantee or representation of any kind, whether express, implied, statutory or otherwise.

We specifically disclaim any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranty arising from course of dealing or usage of trade.

Without limiting that, we do not warrant that:

• The Platform will be uninterrupted, timely, secure, or error-free, or that defects will be corrected.
• Any Output is accurate, complete, current, lawfully sourced, attributable to the correct person, or suitable for your purpose.
• Any action will return a result, or that any coverage, match rate or verification outcome will be achieved.
• Any AI-generated or agent-generated content is accurate, appropriate, reproducible or free of manipulated input.
• Your use of the Platform, or of any Output, complies with the laws applicable to you, or that you have a lawful basis for any processing.
• Any commercial result — including pipeline, meetings, deliverability, replies or revenue — will be achieved.

No service level, uptime commitment or support response time applies unless it is set out in a written agreement signed by us. Statements made in marketing materials, blog posts, benchmarks or sales conversations are not warranties.

29. Limitation of Liability

Subject to Section 30, and to the maximum extent permitted by law:

• Neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, or sender or domain reputation — whether in contract, tort (including negligence), statute or otherwise, and even if the party was advised of the possibility.
• Our total aggregate liability for all claims arising out of or relating to these Terms or the Platform is limited to the greater of (a) the fees you paid to us in the 12 months immediately before the event giving rise to the first claim, and (b) AUD $100.

These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose. They reflect a reasonable allocation of risk and form an essential basis of the bargain between us; the fees would be materially higher without them.

Nothing in this Section limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, your payment obligations, your indemnity obligations under Section 31, or any liability that cannot be limited or excluded by law.

To the maximum extent permitted by law, no claim arising out of or relating to these Terms may be brought more than 12 months after the claimant first became aware, or ought reasonably to have become aware, of the facts giving rise to it.

30. Australian Consumer Law and Non-Excludable Rights

Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, right or remedy that applies to you under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law where it cannot lawfully be excluded, restricted or modified.

Where a guarantee applies to services we supply and our liability for failing to comply with it can be limited, our liability is limited, at our option, to resupplying the services or paying the cost of having the services resupplied.

Where a guarantee applies to goods and our liability can be limited, our liability is limited, at our option, to replacing or repairing the goods, or paying the cost of replacement or repair.

These Terms are to be read subject to this Section, and each other provision applies only to the extent it does not contravene it. If you are in a jurisdiction with equivalent non-excludable consumer or small-business protections, those protections apply in the same way.

31. Indemnification

You will indemnify, defend and hold harmless SyncGTM, its affiliates, and their respective directors, officers, employees, contractors and agents from and against any claim, demand, investigation, proceeding, loss, damage, fine, penalty, settlement, liability, cost and expense (including reasonable legal fees) arising out of or relating to:

• Your use of the Platform, of any Output, or of any professional services.
• Customer Data, including its collection, accuracy, storage, transfer, retention and deletion by you.
• Your outreach and communications, including any claim under anti-spam, telemarketing, telecommunications, consumer protection or anti-discrimination law.
• The activity of any AI Client or AI Agent operating with your credentials, and anything it does with data returned to it.
• Your breach of these Terms, of any Data Provider term made available to you, or of any applicable law.
• Any claim by a data subject, regulator or supervisory authority relating to your processing of personal data, including a claim that you lacked a lawful basis.
• Any claim that Customer Data or your use of it infringes or misappropriates the rights of a third party.
• The acts and omissions of your Authorised Users, clients, contractors and vendors in connection with the Platform.
• Unauthorised access to your account arising from your handling of credentials.

We will notify you promptly of any claim, give you control of the defence with counsel reasonably acceptable to us, and cooperate at your expense. You must not settle any claim in a way that imposes an obligation or admission on us without our prior written consent. We may participate in the defence with our own counsel at our own cost.

32. Force Majeure, Export Control and Sanctions

Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control — including acts of God, natural disaster, fire, flood, war, terrorism, civil unrest, epidemic or pandemic, government or regulatory action, labour dispute, power or telecommunications failure, internet or cloud infrastructure outage, denial-of-service or other attack, and the failure, degradation, rate limiting, policy change, price change or withdrawal of any Data Provider, model provider or third-party platform, including changes to how a platform permits access to its data.

If a force majeure event continues for more than 60 days, either party may terminate on written notice and we will refund the pro-rata portion of any prepaid subscription fees for the unused period.

You represent and warrant that you are not located in, ordinarily resident in, or organised under the laws of a country or territory subject to comprehensive sanctions; that you are not a person or entity listed on any applicable sanctions or restricted-party list, and are not owned or controlled by such a person; and that you will not make the Platform available to any such person or territory.

You will comply with all applicable export control, sanctions and trade laws of Australia, the United States, the United Kingdom and the European Union in connection with your use of the Platform.

33. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or to the Platform are governed by the laws of New South Wales, Australia, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before commencing proceedings, the parties will attempt in good faith to resolve the dispute: the complaining party will give written notice describing the dispute and the outcome sought, and senior representatives of each party will confer within 30 days. This does not prevent either party from seeking urgent injunctive or equitable relief, or from recovering an undisputed overdue amount.

Subject to the preceding paragraph, the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them. Nothing prevents us from seeking injunctive relief to protect our intellectual property or Confidential Information in any court of competent jurisdiction.

Any applicable limitation period is suspended for the duration of the good-faith resolution process described above, from the date the written notice is given until 30 days after either party notifies the other that the process has ended.

To the maximum extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff or class member in any class, consolidated or representative proceeding.

If 20 or more claims of a substantially similar nature are brought against us by or with the coordination of the same representatives, the parties agree that those claims will be managed in sequential batches of no more than 10, with the outcome of each batch used to inform resolution of the remainder, and that any applicable limitation period is suspended for claims awaiting their batch. This paragraph is procedural only and does not create, waive or limit any substantive right.

The parties agree that damages may be an inadequate remedy for a breach of Sections 18, 19, 23 or 24, and that the non-breaching party may seek injunctive relief without the need to post a bond or prove actual damage.

34. Changes to the Platform and to These Terms

We may add, modify, deprecate or remove features, actions, tools, Data Providers, Credit costs and plan entitlements at any time. Where a change materially and adversely affects core functionality you rely on, we will use reasonable efforts to give 30 days' notice through the Documentation, changelog, in-app notice or email.

We may update these Terms. Where a change is material, we will update the "Last Updated" date and give at least 30 days' notice by email or in-app notice before it takes effect for existing customers. Changes that are non-material, that are required by law, or that address a security or legal risk may take effect immediately.

Continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms. If you do not accept a material change, you may cancel before it takes effect, and we will refund the pro-rata portion of any prepaid subscription fees covering the period after cancellation.

Changes apply prospectively only and do not affect a dispute that arose before they took effect. We will keep the current version available at syncgtm.com/terms and will provide a prior version on request.

35. General Provisions

These Terms, together with our Privacy Policy, any data processing agreement, and any order form or statement of work, form the entire agreement between the parties about the Platform and supersede all prior discussions, proposals and representations. Neither party relies on any statement not expressly set out in these documents, except that nothing excludes liability for fraudulent misrepresentation.

You may not assign or transfer these Terms without our prior written consent, except to an affiliate or to a successor in a merger, acquisition or sale of substantially all assets, on written notice to us. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets. Any attempted assignment in breach of this clause is void.

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if that is not possible, and the remaining provisions continue in full force.

A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise. A waiver is effective only if in writing.

Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties. Neither party may bind the other.

You consent to receiving communications from us electronically — including these Terms, changes to them, notices, disclosures, invoices, receipts and service messages — by email to the address on your account or by in-app notice, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Section 5 sets out the scope of that consent and how to unsubscribe from product and marketing messages; consent to service and transactional messages may be withdrawn only by closing your account.

Notices to you may be given by email to the address on your account, or by in-app or in-product notice, and are deemed received on the day sent. Notices to us must be sent to legal@syncgtm.com and, for legal notices, also to our postal address in Section 36.

To the maximum extent permitted by law, and subject to Section 30, you release us from all claims, demands and damages of every kind arising out of or connected with a dispute between you and any third party — including a Data Provider, an AI Client or model provider, an email service provider or sequencer, a mailbox or platform operator, another customer, an Authorised User, or an individual whose data you obtained through the Platform.

Except for the indemnified parties named in Section 31, no person who is not a party to these Terms has any right to enforce them.

Headings are for convenience only. "Including" and "for example" are not words of limitation. These Terms are drafted in English; any translation is provided for convenience and the English version prevails.

These Terms are not construed against the drafting party.

36. Contact

Questions about these Terms, requests for our data processing agreement or subprocessor list, notices, and legal correspondence should be sent to:

legal@syncgtm.com

Sync GTM, Attn: Legal

2 Porter Street, Ryde NSW 2112, Australia

For privacy requests and data subject enquiries, see our Privacy Policy.