Terms of Use

1. Agreement & eligibility

These Terms are between you and Syndica Labs Inc. ("Syndicate," "we," "us," or "our") and govern your use of the Syndicate website and desktop application (the "Service"). You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract to use the Service. If you use it on behalf of an organization, you represent that you have authority to bind that organization.

2. Platforms & access

Syndicate runs on macOS (Apple Silicon) and Windows. Access is currently granted by request, and the app is free to download; usage requires your own model provider account. We may approve, decline, limit, or revoke access at our discretion.

3. License grant

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to download and use Syndicate for your own lawful purposes. We reserve all rights not expressly granted.

4. Acceptable use

You agree not to:

• blockuse the Service for any unlawful, infringing, harmful, or fraudulent purpose, or to violate the rights of others;
• blockreverse engineer, decompile, or attempt to extract source code except as permitted by law, or circumvent security or access controls;
• blockresell, sublicense, or commercially redistribute the Service, or misrepresent your affiliation with us;
• blockdeploy agents in a way that violates any third-party model provider's terms, or that generates illegal, abusive, or rights-infringing content.

5. Your models, your keys, your responsibility

Syndicate is bring-your-own-key. You connect your own account, whether a paid subscription to OpenAI, Claude, or GitHub Copilot, or a free Google Gemini account, and pay those providers directly. We don't resell model access. You are solely responsible for your provider keys and accounts, all usage charges they incur, complying with each provider's terms and usage policies, and the agents you build and the work they produce. Keeping your keys secure on your device is your responsibility.

6. Intellectual property

The Service, including its software, design, branding, and the Syndicate name and logo, is owned by us or our licensors and protected by intellectual-property laws. You retain all rights to the prompts, files, configurations, and outputs you create with Syndicate ("Your Content"). They stay on your machine and we claim no ownership of them. You are responsible for ensuring you have the rights to Your Content.

7. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that AI-generated outputs will be accurate, reliable, or suitable for any purpose. Features may change over time. Some jurisdictions do not allow certain warranty exclusions, so parts of this section may not apply to you.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNDICATE AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, OR FOR MODEL-PROVIDER CHARGES YOU INCUR, ARISING FROM OR RELATED TO THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM (WHICH, FOR THE FREE APP, IS ZERO) OR USD $100. Some jurisdictions do not allow certain limitations, so some may not apply to you.

9. Indemnification

You agree to indemnify and hold harmless Syndicate and its officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising out of your use of the Service, Your Content, your agents and their outputs, your use of third-party model providers, or your violation of these Terms or applicable law.

10. Termination

You may stop using the Service and uninstall the app at any time. We may suspend or terminate your access if you breach these Terms or if we discontinue the Service. Sections that by their nature should survive termination, including intellectual property, disclaimers, limitation of liability, indemnification, and governing law, will survive.

11. Governing law & dispute resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally by contacting us; if a dispute is not resolved within 30 days, it will be settled as set out below.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) or JAMS under its then-current rules, before a single arbitrator. The arbitration will be conducted in Orange County, California, or remotely where permitted, and judgment on the award may be entered in any court of competent jurisdiction. To the extent any matter proceeds in court, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California.

Class-action waiver. You and we agree that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class proceeding.

Small-claims carve-out. Either party may bring an individual claim in small-claims court if it qualifies and remains in that court.

30-day opt-out. You may opt out of this arbitration and class-action-waiver agreement within 30 days of first accepting these Terms by sending written notice with your name and the email associated with your access to contact@usesyndicate.org with the subject line "Arbitration Opt-Out." Opting out will not affect any other part of these Terms.

12. Changes to these Terms

We may update these Terms from time to time. When we do, we'll revise the date below and, for material changes, provide reasonable notice (such as on this page or by email to our update list). Your continued use of the Service after changes take effect means you accept the updated Terms.

13. Miscellaneous

These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

14. Contact

Questions about these Terms? Contact Syndica Labs Inc., 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 (c/o Corporation Service Company, registered agent), or email contact@usesyndicate.org.