Terms and Conditions

1. Introduction

Welcome to Synergi ("Platform"). These Terms and Conditions ("Terms") govern your access to and use of the Synergi platform, including any associated applications, features, and services. By accessing or using our Platform, you agree to be bound by these Terms. If you disagree with any part of these Terms, you must not access or use our Platform.

Synergi is a B2B platform designed to analyze customer reviews and call center transcript data using advanced AI algorithms. Our platform helps businesses derive actionable insights from customer feedback to improve products, services, and overall customer experience.

Please read these Terms carefully before using our Platform. By using Synergi, you represent that you are authorized to enter into this agreement on behalf of your organization.

2. Definitions

In these Terms:

• "Synergi", "we", "us", or "our" refers to the Synergi platform and its operators.
• "Platform" means the Synergi website, software, and services.
• "Customer", "you", or "your" refers to the organization or entity that has entered into an agreement with Synergi to use the Platform.
• "User" means an individual authorized by the Customer to access and use the Platform.
• "Customer Data" means all data, content, and information (including personal information) that is uploaded to or processed through the Platform by the Customer or its Users.
• "Analysis" refers to the processing, evaluating, and reporting on Customer Data performed by the Platform.

3. Account Terms

3.1 Account Creation and Management

To use our Platform, you must create an account and provide accurate, complete, and up-to-date information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Configuring and maintaining User access permissions within your organization
• Ensuring your Users comply with these Terms
• Promptly notifying us of any security breaches or unauthorized use

3.2 Organization Administrator

Each Customer must designate at least one User as an Organization Administrator who will have administrative rights and responsibilities for managing the Customer's account, including:

• Adding and removing Users
• Setting User roles and permissions
• Managing billing information and subscriptions
• Configuring organizational settings

3.3 Account Termination

We reserve the right to suspend or terminate your account if:

• You breach these Terms
• You fail to pay applicable fees when due
• You misuse the Platform or exceed usage quotas
• We reasonably believe your actions may cause legal liability
• We decide to discontinue the Platform or specific services

Upon termination, your right to access and use the Platform will immediately cease. We may delete your Customer Data according to our data retention policies.

4. Platform Use and Restrictions

4.1 Permitted Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Platform for your internal business purposes
• Upload, analyze, and manage Customer Data
• Generate and access Analysis results
• Allow authorized Users to access the Platform

4.2 Restrictions

You must not:

• Share account credentials or allow unauthorized access
• Reverse engineer, decompile, or disassemble the Platform
• Copy, modify, distribute, or create derivative works of the Platform
• Remove any copyright or proprietary notices
• Use the Platform to store or transmit illegal content, viruses, or harmful code
• Use the Platform to infringe on intellectual property rights
• Attempt to gain unauthorized access to the Platform or other accounts
• Benchmark or conduct competitive analysis of the Platform for development purposes
• Use the Platform in violation of applicable laws or regulations

4.3 Storage Limits and Usage Quotas

Your account is subject to storage limits and usage quotas as specified in your subscription plan. If you exceed these limits, we may:

• Temporarily restrict your ability to upload additional data
• Limit processing or analysis capabilities
• Charge additional fees according to our current rates
• Require you to upgrade to a higher subscription plan

We will make reasonable efforts to notify you when you approach your limits.

5. Customer Data

5.1 Ownership and License

You retain all rights, title, and interest in your Customer Data. You grant us a limited license to process, store, and analyze your Customer Data solely to:

• Provide and maintain the Platform
• Perform requested analyses and generate results
• Troubleshoot technical issues
• Comply with applicable laws and regulations
• Improve our algorithms and Platform (using anonymized and aggregated data only)

5.2 Data Compliance and Protection

You represent and warrant that:

• You have obtained all necessary rights, consents, and permissions to provide and process the Customer Data
• Your Customer Data and its processing through our Platform will not violate any laws, regulations, or third-party rights
• You have implemented appropriate security measures to protect personal information within your control
• You will not upload Customer Data containing sensitive personal information unless specifically permitted by a separate agreement

5.3 Data Processing and Storage

We process and store Customer Data on bare metal servers located in Johannesburg, South Africa, operated by fly.io. Our processing includes batch analysis through our own analyzers and, where applicable, secure API calls to OpenAI for specific analysis features.

We implement appropriate technical and organizational measures to protect Customer Data, but we cannot guarantee absolute security. You acknowledge that no method of transmission or storage is 100% secure.

6. Fees and Payment

6.1 Subscription Plans

Access to the Platform requires payment of subscription fees as outlined in your subscription plan. Fees are based on factors such as the number of Users, storage allocation, and analysis volume.

6.2 Payment Terms

All fees are due and payable in advance, unless otherwise specified. You agree to provide and maintain valid payment information. We may suspend or terminate your access if payment is overdue.

Subscription fees are non-refundable except as expressly provided in these Terms. You are responsible for all applicable taxes, except those based on our income.

6.3 Price Changes

We may change our prices at any time, but will provide at least 30 days' advance notice for existing customers. Continued use after a price change constitutes acceptance of the new fees.

7. Intellectual Property

7.1 Synergi Intellectual Property

The Platform, including all software, algorithms, designs, text, graphics, logos, and other content, is owned by or licensed to Synergi and is protected by intellectual property laws. You acknowledge that you do not acquire any ownership rights in the Platform.

All rights not expressly granted to you are reserved by Synergi and its licensors.

7.2 Analysis Results

The Analysis results generated by the Platform based on your Customer Data are owned by you. However, we retain the right to use anonymized and aggregated data derived from Analysis results to improve our Platform and algorithms.

7.3 Feedback

If you provide us with feedback or suggestions regarding the Platform, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, including to improve our Platform and create new features or services.

8. Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by other means, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to:

• Use the other party's Confidential Information solely to perform its obligations under these Terms
• Protect Confidential Information using the same degree of care it uses for its own similar information, but not less than reasonable care
• Not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law

These confidentiality obligations will survive termination of these Terms.

9. Warranties and Disclaimers

9.1 Limited Warranty

We warrant that the Platform will perform materially in accordance with our published specifications. Your exclusive remedy for breach of this warranty is to report the issue to us, and we will use commercially reasonable efforts to fix it within a reasonable time.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DATA WILL BE ACCURATE OR COMPLETE. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNERGI OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL SYNERGI'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE AMOUNT PAID BY YOU FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless Synergi and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your violation of these Terms
• Your Customer Data, including any claim that it infringes, misappropriates, or violates any third-party right
• Your use of the Platform in violation of applicable laws or regulations
• Your violation of any third-party rights, including intellectual property rights or privacy rights

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

12. Term and Termination

12.1 Term

These Terms will remain in effect until your subscription expires or is terminated.

12.2 Termination

You may terminate these Terms at any time by canceling your subscription and ceasing all use of the Platform. We may terminate these Terms for any reason by providing at least 30 days' prior notice to you.

We may also terminate these Terms immediately if:

• You materially breach any provision of these Terms
• You file for bankruptcy or similar proceedings
• We are required to do so by law

12.3 Effect of Termination

Upon termination:

• All licenses granted to you will terminate
• You must cease all use of the Platform
• You remain liable for any fees incurred prior to termination
• We will retain your Customer Data for 30 days after termination, during which time you may request a copy
• After 30 days, we may delete your Customer Data without notice

Provisions of these Terms that by their nature should survive termination will survive, including confidentiality obligations, intellectual property provisions, warranty disclaimers, indemnification, and limitations of liability.

13. General Provisions

13.1 Entire Agreement

These Terms constitute the entire agreement between you and Synergi regarding the Platform and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

13.2 Governing Law

These Terms are governed by the laws of South Africa without regard to its conflict of law provisions. The courts located in Johannesburg, South Africa will have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

13.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions will continue in full force and effect.

13.4 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Synergi.

13.5 Assignment

You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent. We may assign these Terms and any rights or obligations to any of our affiliates or to any successor in interest.

13.6 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.7 Notices

We may provide notices to you via email, through the Platform, or by other reasonable means. You may provide notices to us by emailing hello@immersion-group.com.

13.8 Relationship of the Parties

Nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

13.9 Modifications

We reserve the right to modify these Terms at any time by posting the changes on our website or notifying you directly. Your continued use of the Platform after any changes indicates your acceptance of the modified Terms.

14. Contact

If you have any questions about these Terms, please contact us at:

Email: hello@immersion-group.com

Address: Johannesburg, South Africa