1. Definitions
'Customer' means the entity that subscribes to the platform. 'Platform' means the StaySynq web application, mobile apps, APIs, and documentation. 'Order Form' means the document executed by both parties detailing the subscription scope.
2. Access and use
Subject to these Terms and your payment of fees, StaySynq grants you a non-exclusive, non-transferable right to access and use the platform during the subscription term, solely for your internal business operations.
You may not:
- Reverse-engineer, decompile, or attempt to extract source code.
- Resell or sublicense access without our written consent.
- Use the platform to build a competing product.
- Exceed published rate limits or use bots to scrape data.
3. Fees and billing
Fees are stated in your Order Form or on the pricing page. Fees are exclusive of taxes; you are responsible for sales tax, VAT, GST, and similar levies (other than taxes on StaySynq's income).
Invoices are due net 30 unless stated otherwise. Late payments may incur 1.5% monthly interest. We may suspend access for accounts more than 30 days past due.
4. Term and termination
Subscriptions auto-renew for the same term unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
Either party may terminate for cause if the other party materially breaches and fails to cure within 30 days of notice.
Upon termination, you may export your data for 30 days. After 90 days, we delete all customer data per our retention policy.
5. Intellectual property
StaySynq retains all rights in the platform, its source code, designs, and brand. You retain all rights in your customer data and guest data. You grant us a limited license to use customer data solely to provide, secure, and improve the platform.
6. Confidentiality
Both parties will protect the other's confidential information with at least the same degree of care they use for their own confidential information. Standard exceptions apply (publicly known, independently developed, lawfully obtained from a third party, required by law).
7. Warranties
StaySynq warrants that the platform will materially conform to the documentation during the subscription term and will be provided in a professional manner. Your sole remedy for breach of this warranty is, at StaySynq's option, repair or refund of fees paid for the affected period.
EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED 'AS IS' AND StaySynq DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT.
8. Indemnification
StaySynq will defend and indemnify Customer against third-party claims that the platform infringes that third party's IP rights, subject to standard exclusions. Customer will defend and indemnify StaySynq against third-party claims arising from Customer's data or use of the platform in breach of these Terms.
9. Limitation of liability
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL LIABILITY IS CAPPED AT THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM. THESE LIMITS DO NOT APPLY TO PAYMENT OBLIGATIONS, IP INFRINGEMENT, INDEMNIFICATION, OR CONFIDENTIALITY BREACHES.
10. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, USA (or, for EU/UK customers, the laws of England and Wales). Disputes will be resolved in the courts of New York County (or London) unless arbitration is required by a separate signed agreement.