Terms of Service

These Terms of Service ("Terms") form a binding agreement between Syncora ("Syncora", "we", "us") and the entity or individual that creates an account or otherwise uses the Syncora workforce management Services (the "Services"). By signing up, subscribing, or otherwise accessing the Services, you accept these Terms and the documents incorporated by reference: the Data Processing Addendum, the Privacy Policy, and the public Sub-Processor List.

Syncora is an AI-Native workforce management platform covering scheduling, time and attendance, leave administration, payroll preparation, performance management, onboarding, multi-state compliance, and AI governance (including BAGI scoring, BiasAudit, OverrideEvent records, and the ConstitutionRule registry).

Every automated decision affecting an employee record passes through the Building Constitution gate (Explainability, Bias Mitigation, Human-in-the-Loop, Transparency). See DPA §13 for the AI Governance addendum.

Pricing is published at /pricing. Each paid subscription is billed monthly through Stripe as a base subscription fee plus a per-active-employee seat fee, with seat quantity synced to your active headcount. Each paid tier includes a pooled monthly AI-credit allowance; usage beyond the allowance is metered at $0.01 per credit and billed monthly in arrears. Digital-worker add-ons, where enabled, are billed per active agent. Subscriptions renew automatically for successive periods until cancelled. You may cancel at any time via the in-product billing portal; cancellation takes effect at the end of the then-current billing period.

A no-cost Free tier is available on an ongoing basis without a credit card and serves as the trial for the paid tiers; paid subscriptions begin billing immediately upon subscription. Paid subscriptions carry a 30-day money-back guarantee, refundable on written request to the email in §13.

Higher tiers add AI-Native, governance, and compliance surfaces — see each tier's feature list at /pricing. Tiers also differ in autonomy posture (HMM Level).

You are responsible for: (a) the accuracy of data you submit to the Services, (b) lawful collection and use of employee, contractor, and applicant data — including obtaining BIPA-compliant written consent before enabling biometric authentication, (c) configuring the Services in compliance with your jurisdiction's employment laws, (d) maintaining the confidentiality of authentication credentials, and (e) designating administrators who can act on your behalf.

You agree not to use the Services in violation of applicable law, including but not limited to BIPA, GDPR, CCPA/CPRA, state CDPAs, NYC Local Law 144, Colorado SB 26-189 (ADMT), the EU AI Act, FLSA, ACA, and state predictive scheduling laws.

You may not: (a) reverse engineer, decompile, or attempt to extract source code from the Services, (b) use the Services to build a competing product, (c) circumvent authentication, rate limits, or governance controls, (d) upload malware, infringe third-party rights, or use the Services for unlawful purposes, or (e) use the Services to make automated decisions about employees without meeting the Human-in-the-Loop and Bias Mitigation requirements of the Building Constitution.

Live security posture is published at /security. You agree to report suspected vulnerabilities to james.waddell@cognitivewx.info.

As between you and Syncora, you retain all rights to the data you submit to the Services ("Customer Data"). You grant Syncora a worldwide, non-exclusive license to host, process, and display Customer Data solely to provide the Services and as further described in the DPA.

Syncora retains all rights to the Services, the software, models, reasoning-trace schemas, BAGI / AGRF / GATE / AIRS scoring frameworks, the Building Constitution and ConstitutionRule registry, and all associated documentation. Syncora may use aggregated, de-identified usage data to improve the Services; we will not re-identify or disclose individual Customer Data for that purpose.

Processing of Personal Data is governed by the Data Processing Addendum, which is incorporated into these Terms by reference. In the event of conflict between these Terms and the DPA with respect to Personal Data, the DPA controls. Each party agrees to keep the other's confidential information confidential, using the same care with which it protects its own confidential information of similar importance (and never less than reasonable care).

You will indemnify and hold Syncora harmless from claims arising out of (a) your unlawful use of the Services, (b) Customer Data you submitted that violated law or third-party rights, or (c) your breach of these Terms. Syncora will indemnify and hold you harmless from third-party claims that the Services as provided infringe a valid US intellectual-property right, subject to your prompt notice and reasonable cooperation, and to Syncora's right to control the defense.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data. Each party's aggregate liability arising out of these Terms is capped at the amounts paid by you to Syncora in the twelve (12) months preceding the claim. Nothing in these Terms limits liability for gross negligence, willful misconduct, breach of confidentiality, indemnification obligations, or amounts owed for the Services.

These Terms remain in effect for the duration of your subscription. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. Syncora may suspend the Services for non-payment after written notice, for security incidents, or where required by law.

Within thirty (30) days of termination, Syncora will, at your election, return or delete Customer Data per DPA §12. Backups expire on a standard ninety (90) day rotation. You may extend retention for documented legal holds.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, for any dispute arising out of these Terms — except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual-property or confidentiality rights. The UN Convention on Contracts for the International Sale of Goods does not apply.

We may update these Terms. Material changes will be announced at least thirty (30) days in advance via the public website and direct notice to account administrators. Continued use of the Services after the effective date constitutes acceptance. The "Last updated" date at the top reflects the most recent revision.

Questions about these Terms: james.waddell@cognitivewx.info. For binding execution of a Master Services Agreement or DPA, see /dpa.