These Terms of Service (the "Terms") are a binding agreement between Neivan Technology Holdings, LLC, a Florida limited liability company ("Neivan", "we", "us"), and the organization or person that agrees to them (the "Customer", "you"). They govern your access to and use of the Synapse platform, the Synapse Recorder desktop app, our websites, APIs, documentation and related services (the "Service").
By creating an account, clicking to accept, signing an order form that refers to these Terms, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.
1.1 Authority. If you accept on behalf of an organization, you confirm you have authority to bind it, and "you" means that organization. You must be at least 18.
1.2 What is included. These Terms include, by reference, the Subscription & Billing Terms, the Acceptable Use Policy ("AUP") and the Data Processing Agreement ("DPA").
1.3 Order of precedence. If documents conflict, this order applies: (1) a signed order form; (2) the DPA, for the processing of personal data; (3) these Terms; (4) the Billing Terms, the AUP and our other policies.
3.1 Your right to use it. Subject to these Terms, we give you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes while your account is active.
3.2 What it does. The Service lets you build, configure, run and supervise AI agents, skills and workflows; connect apps so agents can read from and act in them; manage knowledge and procedures; observe work to find tasks worth automating (when you enable it); and manage users, permissions, usage and billing.
3.3 Changes. We may add, change or remove features. We will not materially reduce the core functionality of a paid subscription during its term without at least 30 days' notice where practicable.
3.4 Beta. Beta Features, and the Service while in beta, are provided "as is", may change or be withdrawn, and are not covered by service-level commitments.
4.1 Keep your registration details accurate. Each account is for one identified person; do not share sign-in details.
4.2 You are responsible for everything done under your account, for your Authorized Users' compliance with these Terms, and for keeping credentials confidential. Tell us promptly at [email protected] if you suspect unauthorized access.
5.1 Acceptable use. You and your agents must follow the AUP.
5.2 Your data and instructions. You are responsible for Customer Data — its accuracy, legality and how you obtained it — for the instructions you give agents, for the apps you connect and the permissions you grant, and for the actions your agents take and their real-world effects. You can require a person's approval before an agent acts, and we recommend doing so for anything consequential.
5.3 Notices and consents. As between us, you are the controller of the personal data in Customer Data. You are responsible for having a lawful basis and giving every notice and obtaining every consent the law requires, including before you:
5.4 Monitoring and recording laws. You are responsible for complying with employee-monitoring, workplace-privacy and recording-consent laws (including all-party consent laws), and must not enable observation or recording in a way that breaks them. The Observation & Screen-Recording Disclosure explains what these features capture, and the Employee Monitoring Notice is a template you may adapt.
5.5 Restrictions. You will not: reverse engineer the Service except where the law allows; resell or sublicense it; get around usage limits or security controls; use it to build a competing product or train a competing AI model; or remove our notices.
Fees, AI credits, taxes, late payments and price changes are governed by the Subscription & Billing Terms.
7.1 Ownership. As between us, you own Customer Data.
7.2 Our license. You give us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Customer Data only to provide, secure and support the Service, address technical, security and abuse issues, and comply with law.
7.3 Output. We assign to you any rights we have in Output generated for you. Because of how AI works, Output may not be unique, and we do not promise that Output can be protected by intellectual property rights.
7.4 No model training. We will not use Customer Data to train, fine-tune or improve any AI model.
7.5 Aggregated data. We may use aggregated and de-identified data about how the Service is used — such as usage volumes and performance — to operate, secure, bill for and improve the Service, as long as it does not identify you or any person.
7.6 Privacy. Our Privacy Policy describes how we handle personal information. The DPA governs personal data we process for you.
7.7 Export and deletion. While your account is active you can export your data using the tools in the Service. After your account ends, we keep Customer Data until you ask us to delete it — we then delete it within 30 days — and we may delete it at any time after 90 days following the end of your account. Copies required by law are kept only as long as the law requires.
8.1 Output can be wrong. Output may be inaccurate, incomplete or unsuitable. You are responsible for reviewing it before relying on it or letting an agent act on it.
8.2 No professional advice. The Service and its Output are not legal, medical, financial, tax or other professional advice.
8.3 Human oversight. Keep appropriate human oversight of agents, especially for decisions about people (for example hiring, lending, housing or healthcare), and comply with the laws that apply to automated decisions and discrimination.
8.4 AI providers. Neivan-managed AI features use the model providers named in our Subprocessor List. If you connect your own AI provider key, your use of that provider is also governed by your own agreement with it, and you are responsible for that account and its charges.
9.1 General. Connected Apps are governed by their own terms and privacy policies, and we are not responsible for them. By connecting one, you authorize the Service to access and exchange data with it within the permissions you grant, and you confirm you have the right to do so. We may disable an integration that poses a security or legal risk or that the provider changes or withdraws.
9.2 YouTube. The Service uses YouTube API Services. By connecting a YouTube account to the Service or using the Service's YouTube features, you agree to be bound by the YouTube Terms of Service. Google's handling of your information is described in the Google Privacy Policy, and ours in our Privacy Policy. You can remove the Service's access to your YouTube account at any time with Disconnect in the Service or from your Google security settings.
9.3 Google user data. Our use and transfer of information received from Google APIs follows the Google API Services User Data Policy, including the Limited Use requirements, as described in our Privacy Policy.
The Service and all related software, models, templates and materials belong to Neivan and its licensors. We grant no rights except those stated in these Terms. If you give us feedback, we may use it without restriction or obligation to you.
Each party will use the other's non-public information that is marked or reasonably understood as confidential only to perform under these Terms, protect it with at least reasonable care, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is or becomes public without fault, was already known, is independently developed, or is received lawfully from someone else. A party may disclose confidential information when the law requires, with notice where allowed.
12.1 Each party confirms it has authority to enter into these Terms.
12.2 During a paid subscription, we warrant that the Service will perform materially as described in its documentation. Your only remedy for a breach of this warranty is for us to use reasonable efforts to fix it or, if we cannot within a reasonable time, to end the affected subscription and refund prepaid fees for the unused period.
12.3 EXCEPT AS STATED IN SECTION 12.2, AND TO THE MAXIMUM EXTENT THE LAW ALLOWS, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUT IS ACCURATE OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE.
13.1 By you. You will defend Neivan against third-party claims arising from Customer Data, from your or your Authorized Users' use of the Service in breach of these Terms or the AUP, from your failure to give required notices or obtain required consents (including for observation, recording and Connected Apps), or from actions your agents take, and you will pay resulting damages, settlements and reasonable legal costs.
13.2 By us. We will defend you against third-party claims that the Service, used as permitted, infringes their intellectual property rights, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Output, Connected Apps, Beta Features, modifications not made by us, combinations with things we did not provide, or use in breach of these Terms. If such a claim arises, we may obtain the right for you to keep using the Service, modify it, or end the affected subscription and refund prepaid fees for the unused period.
13.3 Process. The party seeking defense must notify the other promptly, give it control of the defense and settlement (no settlement may impose liability on the defended party without its consent), and cooperate reasonably.
14.1 TO THE MAXIMUM EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED THEY WERE POSSIBLE.
14.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID OR OWE NEIVAN FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
14.3 Sections 14.1 and 14.2 do not apply to: your payment obligations; either party's defense and payment obligations under Section 13; a party's breach of Section 11 (except claims relating to Customer Data, which remain subject to Section 14.2); your or your Authorized Users' breach of the AUP or infringement of our intellectual property; or liability the law does not allow to be limited, such as for fraud, gross negligence or willful misconduct.
15.1 Term. These Terms apply from when you first accept them until your account ends.
15.2 Ending your account. You may stop using the Service and ask us to close your organization's account at any time. Either party may terminate for a material breach not cured within 30 days after written notice. We may terminate immediately for a serious breach of the AUP or infringement of our intellectual property.
15.3 Suspension. We may suspend all or part of the Service if there is a material risk to its security or availability, if the law requires it, if payment is overdue as described in the Billing Terms, or if you materially breach the AUP. Where practicable, we will give notice first and limit the suspension to what is necessary.
15.4 Effect. When your account ends, your right to use the Service ends, amounts owed become due, and each party will return or destroy the other's confidential information on request (subject to Section 7.7 and legal retention requirements). Sections that by their nature should survive, survive.
You confirm that you and your Authorized Users are not in, or residents of, an embargoed country, and are not on a restricted-party list, and you will not use or export the Service in breach of export-control or sanctions laws.
We may update these Terms. We will post the new version with a new effective date and, for a material change, notify account owners by email or in the Service at least 30 days before it takes effect, unless the change is required by law or addresses security. The Service may ask you to accept the new version, and we record who accepted which version and when. If you continue using the Service after a change takes effect, you accept it. If a material change harms you, you may end your subscription and receive a refund of prepaid fees for the unused period.
18.1 Governing law. These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
18.2 Try to resolve it first. Before starting a formal proceeding, a party will send written notice of the dispute (to us at [email protected]) and both parties will negotiate in good faith for at least 30 days.
18.3 Courts. Disputes will be resolved exclusively in the state courts located in Broward County, Florida, or the United States District Court for the Southern District of Florida, and both parties consent to that jurisdiction and venue — unless a signed order form requires arbitration, in which case its arbitration terms apply. Either party may seek an injunction in any competent court to protect its intellectual property or confidential information. To the extent the law allows, a claim must be brought within one year after it arises.
Legal: [email protected] · Billing: [email protected] · Security: [email protected] · Abuse reports: [email protected]