tos.md

Terms of Service

Last updated: 2026-06-13. Operated by Synthetic Smarts, Inc. d/b/a Synsmarts. This page is the Master Services Agreement (MSA) that governs your use of the Synsmarts website and the Synsmarts managed hosting platform.

These terms apply to synsmarts.ai, the Synsmarts managed hosting platform, and the SMS messaging program described below. By creating an account, signing an order form, or otherwise using the services, you agree to these terms together with the documents incorporated by reference: the Acceptable Use Policy, the Data Processing Agreement, the Sub-processor Register, and our privacy policy. If you accept on behalf of an organization, you represent that you have authority to bind it.

1. Who We Are

Synthetic Smarts, Inc., doing business as Synsmarts. A Delaware corporation, with its principal place of business at 2 Park Avenue, 20th Floor, New York, NY 10016. Contact: humans@synsmarts.ai. Legal notices: legal@synsmarts.ai. Data protection: dpo@synsmarts.ai. Abuse and security reports: abuse@synsmarts.ai.

2. Definitions

3. The Website

The website at synsmarts.ai is informational. No account, payment, or personal data is collected from casual visitors beyond standard server logs. See /privacy for details.

4. Eligibility and Accounts

The Services are sold to businesses, not consumers. You must be at least 18, legally able to enter contracts, and not located in or ordinarily resident in a country or territory subject to comprehensive US sanctions (currently Cuba, Iran, North Korea, Syria, and the Russian-occupied regions of Ukraine). You must not be on the US Specially Designated Nationals list or any equivalent restricted-party list.

You are responsible for your account: keeping credentials secure, using MFA, and promptly notifying us at security@synsmarts.ai of any suspected unauthorized access. Team roles (owner, admin, billing, developer) govern who can take which actions; certain actions require the owner, admin, or billing role.

5. Subscription, Fees, and Billing

Plan tiers, included resources, overage rates, and any one-time fees are described on the synsmarts.ai pricing page or in your Order Form, whichever is more specific. We will not increase your recurring price during the then-current term; price changes take effect at the next renewal with at least 30 days' prior written notice.

Recurring fees are billed in advance — monthly plans billed monthly, annual plans billed at the start of the annual term. Metered overage usage (compute, storage, network above plan allocations) is billed monthly in arrears. Payment is by credit or debit card tokenized through Authorize.net. You authorize us to charge your payment method on file for all Fees due. We do not store raw card numbers; payment-card data is handled per PCI-DSS.

Invoices are due on receipt. Past-due balances accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend the Services for non-payment per the suspension section.

Fees are exclusive of taxes (sales, use, VAT, GST, withholding, and similar). You are responsible for all such taxes other than taxes on our net income.

6. Term, Auto-Renewal, and Termination

Term. Your initial term is the period stated in your Order Form (default: monthly for plans purchased online, 12 months for plans on an annual order form).

Auto-renewal. Monthly subscriptions auto-renew monthly. Annual subscriptions auto-renew for successive 12-month terms. To prevent renewal, give written notice at least 30 days before the end of the then-current term via the customer dashboard or to billing@synsmarts.ai.

Termination for convenience. Either party may terminate a monthly subscription at any time with 30 days' written notice. Annual subscriptions terminate at the end of the then-current term unless otherwise agreed.

Termination for cause. Either party may terminate this Agreement for material breach if the breach is not cured within 30 days after written notice describing the breach, or immediately if the breach is incurable. We may terminate immediately for repeated AUP violations, fraud, or where suspension has continued for more than 30 days without remediation.

Early termination charge (annual plans). If you terminate an annual subscription for convenience before the end of the term, you remain liable for 100% of the recurring Fees that would have been due for the remainder of the term, payable on the effective termination date. Termination for cause by you does not trigger an early termination charge.

Effect of termination. On termination, your right to use the Services ends. Your Customer Data is available for export for 30 days following termination, after which it is deleted per our DPA §9 (37-day total erasure SLA: 7 days live + 30 days backup expiry; cryptographic erasure for S3 object versions via per-tenant KMS key deletion). Sections that by their nature survive termination (definitions, accrued payment obligations, IP, confidentiality, indemnification, limitation of liability, governing law, dispute resolution) do so.

7. Refunds

These refund terms apply to platform charges. They do not apply to the informational website, which has no payment surface. Locked values mirror our refund-policy ADR.

Eligibility Window

You may request a refund of a platform charge within 60 days of the charge date. Requests submitted after 60 days are out of the standard window. We may still accommodate older requests at our discretion; we are not obligated to.

What Is Refundable

Refunds are available on the base subscription portion of an invoice (monthly or annual plan fees). For annual plans cancelled mid-cycle, refunds are pro-rated by the number of unused days: refund = annual_price × (days_unused / 365).

What Is Not Refundable

How to Request a Refund

Log in to your customer dashboard, open the invoice, and use the "Request Refund" option. Select a reason, enter the amount, and submit. Refund requests submitted by team members require the owner, admin, or billing team role; the developer role cannot request refunds.

Review Process

All customer-initiated refund requests are reviewed by a Synsmarts operator before any refund is issued. Routine refunds are typically resolved within a few business days. Refunds above an internal threshold receive a second operator's review to prevent processing errors and fraud — this two-person review is for our own controls; it does not delay your refund beyond the standard review window.

How Refunds Are Paid

Refunds are issued back to the payment method used for the original charge, via our payment processor. Refunds processed within 120 days of the original settlement are returned electronically; older refunds may require an alternative method (e.g., ACH credit) and may take longer.

Team Ownership Changes

If your team's ownership is transferred while a refund request is pending, the request is not affected by the transfer. Refund eligibility is tied to the cardholder of record at the time of the original charge.

Disputes (Chargebacks)

If you initiate a chargeback with your card issuer, that dispute is handled through your card network's process and bypasses the refund flow described above. We may respond to the chargeback through the standard merchant dispute path.

8. Customer Data, Ownership, and Our License

Between you and us, you own all Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to host, store, transmit, copy, display, modify (only as necessary for technical operation), and create derived telemetry from Customer Data for the sole purpose of providing, securing, billing for, and improving the Services for you. We do not use Customer Data to train general-purpose AI models. We do not sell Customer Data. We do not share Customer Data for advertising.

You are responsible for: the lawfulness of Customer Data and how it was collected; the rights and consents necessary for us to process it under this Agreement; the accuracy of the data; and the back-up of any data you cannot afford to lose (we maintain backups per our DPA Annex 1, but you should keep your own copy of irreplaceable data).

For personal data within Customer Data, the Data Processing Agreement applies and forms part of this Agreement. You are the controller; we are the processor.

9. Acceptable Use

You and your end users must comply with the Synsmarts Acceptable Use Policy. The AUP covers illegal content, malware, network abuse, crypto-mining, mass unsolicited messaging, child safety, copyright/DMCA, vulnerability research, and reporting abuse. AUP violations are grounds for suspension or termination.

10. Suspension

We may suspend your access to the Services, in whole or in part, if (a) Fees are more than 15 days past due after written notice; (b) we receive a credible AUP violation report or detect ongoing AUP-violating activity from your account; (c) we are required by law or a binding legal order; (d) your use poses a material security or operational risk to us, another customer, or a third party. We will give advance notice where practical. For (b) and (d), we may suspend first and notify promptly. We will limit the scope and duration of suspension to what is reasonably necessary to address the cause.

Suspension does not relieve you of payment obligations for the period covered by the suspension, except where the suspension was caused by our breach or by a force majeure event.

11. Service Levels

The Services are designed to be highly available. A formal service level agreement (SLA) with availability targets, measurement methodology, and service credits applies to paid plans and is published at /tos/sla when in effect. Until the SLA is published, the Services are provided on a commercially reasonable best-effort basis with no service credits, and references to "the SLA" in your Order Form refer to whatever SLA is in effect at the time of the incident.

12. Security and Compliance

We maintain technical and organizational measures designed to protect Customer Data, described in DPA Annex 1. Highlights: per-tenant Kubernetes namespace isolation (default-deny NetworkPolicy), per-tenant KMS encryption keys, TLS in transit, Vector PII/PAN redaction before long-term storage, four-tier testing, quarterly external ASV scanning, annual penetration testing.

We are working toward PCI-DSS SAQ D and SOC 2 attestation. The Services' cardholder data environment is scoped and segmented; we do not store full PAN or sensitive authentication data on platform infrastructure. Compliance status is reported on request to security@synsmarts.ai under NDA.

13. AI-Assisted Diagnostics and Operations

Synsmarts uses AI systems to operate the platform. These uses split into two categories:

Neither category makes legal or similarly significant decisions about you or your end customers without human review. You have the right to request human review of any automated determination. See the DPA §13 for the full data-processing terms applicable to diagnostics.

14. Sub-Processors

We engage third-party sub-processors (AWS, Cloudflare, Authorize.net, Anthropic, Twilio, Google Workspace, Slack) to deliver parts of the Services. The current list, processing purpose, location, and transfer mechanism is maintained at /tos/sub-processors. We will give at least 30 days' notice before adding or replacing a sub-processor that processes Customer Data subject to the DPA, and customers under the DPA may object per DPA §6.3.

15. Warranty, Disclaimer, and Limitation of Liability

Mutual. Each party warrants that it has the authority to enter into this Agreement.

Synsmarts. We warrant that we will provide the Services in a professional manner and in material conformance with the documentation. Your exclusive remedy for breach of this warranty is, at our option, re-performance of the affected Services or a pro-rata refund of Fees paid for the affected period.

Disclaimer. Except as expressly stated in this Agreement, the Services, including the website and the SMS messaging program, are provided "as is" and "as available" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted or error-free or that all defects will be corrected.

Cap on direct damages. Except for the carve-outs below, each party's total aggregate liability arising out of or related to this Agreement is limited to the Fees you actually paid to Synsmarts for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusion of indirect damages. In no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or cost of substitute services, even if advised of the possibility of such damages.

Carve-outs. The cap and exclusion above do not apply to: (a) your payment obligations for Fees due; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations; (d) Synsmarts's breach of its data-protection obligations under the DPA where such breach results in a finding of liability by a competent authority; (e) either party's gross negligence, willful misconduct, or fraud; (f) infringement of the other party's intellectual property rights. Where local law does not permit certain exclusions or caps, this section applies only to the maximum extent permitted.

16. Indemnification

By Synsmarts. We will defend you against any third-party claim that the Services as provided by us infringe a US patent, US copyright, or US registered trademark, and pay damages finally awarded against you (or settlement amounts we agree to). Our obligation does not apply to claims arising from (a) Customer Data; (b) your use of the Services in combination with anything not provided by us; (c) modifications to the Services not made by us; (d) your use of an outdated version of the Services after we have provided a non-infringing update. If we believe the Services may infringe, we may, at our option, procure the right for you to continue using them, modify them to be non-infringing, or terminate the affected portion and refund unused prepaid Fees.

By Customer. You will defend us against any third-party claim arising from (a) Customer Data or content you submit, transmit, or display through the Services; (b) your or your end users' use of the Services in violation of the AUP or applicable law; (c) your products, services, or business operations; (d) any claim that your or your end users' use infringes the rights of a third party, and pay damages finally awarded against us (or settlement amounts you agree to).

Process. The indemnified party must promptly notify the indemnifying party of the claim and give the indemnifying party sole control of the defense and settlement (provided that no settlement requires admission of wrongdoing or payment by the indemnified party without consent). The indemnified party may participate at its own expense and must provide reasonable cooperation. This section states each party's sole liability and the other party's exclusive remedy for any third-party claim of intellectual property infringement.

17. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Synsmarts technical and security information not generally available, pricing under non-standard order forms, and roadmap information are our Confidential Information.

Each party will (a) use the other's Confidential Information only to perform under this Agreement, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), (c) disclose it only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these, and (d) on request, return or destroy it (except for routine back-ups and as required by law). The receiving party may disclose Confidential Information if required by law or court order, provided it gives prompt notice (where lawful) so the disclosing party may seek a protective order.

Confidentiality obligations survive termination for three (3) years, or indefinitely for trade secrets and personal data.

18. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, public health emergencies, labor disputes (not involving its own employees), failure of telecommunications, failure of upstream cloud or CDN providers, denial-of-service attacks, or shortages of materials. The affected party must promptly notify the other and use reasonable efforts to resume performance. Force majeure does not excuse payment obligations for Fees due.

19. Notices

Legal notices to Synsmarts must be sent to legal@synsmarts.ai with the subject line "LEGAL NOTICE — [Customer Name]". Notices to you will be sent to the email address on file for the account owner, or to any successor address you have designated via the dashboard. Notices are effective on the date received (email: on confirmed delivery; with read-receipt request where supported).

20. Changes to These Terms

We may update this Agreement. The "last updated" date at the top reflects the most recent change. We will notify customers of material changes by email to the account owner at least 30 days before the change takes effect. Material changes apply at the next renewal for current customers; non-material changes (clarifications, typo fixes, updates to incorporated documents that do not weaken your rights) take effect on posting. Continued use of the Services after the effective date constitutes acceptance.

21. DMCA and Copyright

Synsmarts complies with the US Digital Millennium Copyright Act. To submit a takedown notice under 17 U.S.C. §512(c), send a notice meeting the statutory requirements to our designated agent:

DMCA Designated Agent
Synthetic Smarts, Inc.
2 Park Avenue, 20th Floor, New York, NY 10016, USA
Email: dmca@synsmarts.ai
Subject line: "DMCA Notice"

Your notice must include: identification of the copyrighted work; identification of the allegedly infringing material and its location (URL); your contact information; a statement that you have a good-faith belief that the use is not authorized; a statement under penalty of perjury that the information is accurate and that you are authorized to act on the copyright owner's behalf; and your physical or electronic signature. We respond to substantially compliant notices by removing or disabling access to the identified material and notifying the affected customer. Repeat infringers will have their accounts terminated. Counter-notices may be submitted to the same address.

22. Export Controls and Sanctions

You will not use, export, re-export, or transfer the Services in violation of US export-control laws (Export Administration Regulations, International Traffic in Arms Regulations) or US, EU, or UK economic sanctions. You will not provide access to the Services to any person or entity on a US Specially Designated Nationals list, EU consolidated sanctions list, UK consolidated sanctions list, or equivalent. You will not use the Services to develop or deploy weapons of mass destruction, missile delivery systems, or nuclear, chemical, or biological weapons. You represent that you and your end users are not subject to any such restriction.

23. Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The exclusive venue for any dispute arising out of or relating to this Agreement is the state courts of New Castle County, Delaware and the U.S. District Court for the District of Delaware, and each party consents to personal jurisdiction there. Each party waives any objection based on forum non conveniens. Each party waives its right to a jury trial.

Nothing in this section limits a party's right to seek injunctive or equitable relief in any court of competent jurisdiction.

24. Miscellaneous

Entire agreement. This Agreement (including the AUP, DPA, Sub-processor Register, privacy policy, and any Order Form) is the entire agreement between the parties regarding the Services and supersedes any prior or contemporaneous understanding. Order of precedence: Order Form > DPA (for personal-data matters) > these terms > AUP > privacy policy > sub-processor register > any other referenced document.

Assignment. You may not assign this Agreement without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of ours and assumes all obligations in writing. We may assign without consent. Any other purported assignment is void.

Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, employment, or fiduciary relationship.

No third-party beneficiaries. There are no intended third-party beneficiaries.

Severability. If any provision is held unenforceable, the remainder of this Agreement remains in effect, and the unenforceable provision will be replaced with an enforceable provision that most nearly achieves the parties' original intent.

Waiver. A waiver of any provision must be in writing signed by the waiving party. Failure to enforce a provision is not a waiver of that or any other provision.

Electronic acceptance and signatures. Clicking "I agree," signing electronically (via DocuSign or equivalent), or otherwise indicating acceptance through a Synsmarts in-product flow constitutes your signature with the same effect as a handwritten signature.

Government end users. The Services are commercial computer software developed exclusively at private expense. If acquired by or on behalf of a US government entity, use is governed by these terms per FAR 12.211, 12.212, DFARS 227.7202.

SMS Messaging Program

Synsmarts operates an SMS notification program using a registered US toll-free number. The information below describes that program, as required by US carriers and Twilio.

Program Description

One-way and two-way operational alerts sent to two groups: (a) Synsmarts staff on the on-call roster — incident notifications, on-call escalations, and acknowledgement prompts; and (b) Synsmarts customers — operational and account alerts about their own hosted sites, such as downtime, incident, and deployment-status notifications. This program is strictly transactional. It is not used for marketing, sales, or promotional messaging, and phone numbers are never shared with third parties for marketing.

How Recipients Opt In

Staff. Synsmarts staff provide their mobile phone number during employee onboarding for the explicit purpose of receiving operational alerts, and their number is added to GoAlert (our on-call platform) by a Synsmarts administrator. Staff who do not opt in are notified through other channels (Slack, email) instead.

Customers. Customers opt in from the account settings page in the Synsmarts dashboard by entering their mobile phone number and selecting a checkbox — not pre-selected — to consent to receive SMS alerts about their own hosted accounts. Consent is not a condition of purchasing or using any Synsmarts service; customers who do not opt in continue to receive the same alerts by email. Customers can withdraw consent at any time by replying STOP to any message or by clearing the checkbox in their account settings.

Message Frequency

Variable, driven by operational events. Typical volume is fewer than 10 messages per recipient per month. Volume can spike during platform incidents.

Sample Messages

[Synsmarts] P1: ClickHouse cluster degraded. ACK at https://goalert.example/...

[Synsmarts] Reminder: incident #1234 escalating in 5 min. Reply 1 to ack.

Opt-Out

Reply STOP to any message to unsubscribe immediately. After unsubscribing, you will receive a one-time confirmation message and no further messages from this number. Reply START or UNSTOP to resume messages.

Help

Reply HELP to any message for assistance, or contact humans@synsmarts.ai.

Carrier and Rate Disclaimer

Message and data rates may apply. Message frequency varies. Mobile carriers are not liable for delayed or undelivered messages. Supported carriers include AT&T, Verizon Wireless, T-Mobile, Sprint, U.S. Cellular, Boost Mobile, Cricket, MetroPCS, and others.

Privacy

Phone numbers used in this program are handled per /privacy. They are not sold, rented, or shared with third parties for marketing.

Contact

General: humans@synsmarts.ai
Legal notices: legal@synsmarts.ai
Billing: billing@synsmarts.ai
Security and abuse: security@synsmarts.ai · abuse@synsmarts.ai
DMCA: dmca@synsmarts.ai
Data protection: dpo@synsmarts.ai

← back to synsmarts.ai