Synup

These Terms of Service ("Terms") constitute a legally binding agreement between you and Cardinalis Advisory, an Ontario sole proprietorship("we," "us," or "our"), a company incorporated and headquartered in North York, Ontario, Canada, governing your access to and use of the Synupwebsite, mobile application, business tools, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

If you access or use the Service on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" include that entity.

If you do not agree to these Terms, you must not access or use the Service.

1. Eligibility and Capacity

You must be at least 18 years of age and have the legal capacity to enter into a binding contract under the laws of your jurisdiction to use the Service. By creating or accessing an account, you represent and warrant that you meet both requirements and, if you are entering these Terms on behalf of a legal entity, that you are duly authorized to do so.

2. Accounts and Access

Consumer accounts currently use Telegram-based sign-in. Business and administrative accounts may use Google-based sign-in or other access methods we approve. You are solely responsible for:

maintaining the confidentiality and security of your account credentials and approved sign-in methods;
all activity that occurs under your account, whether or not authorized by you; and
notifying us promptly at support@synup.app upon becoming aware of any suspected unauthorized access to or use of your account.

You may not: (a) impersonate any person, business, or organization, or misrepresent your affiliation with any of them; (b) create multiple accounts for abusive purposes or to circumvent an enforcement action; (c) sell, transfer, or assign account access to any third party; or (d) use the Service in violation of applicable law or the rights of others.

We reserve the right to suspend, restrict, challenge, or terminate access to the Service where reasonably necessary for safety, abuse prevention, fraud review, legal compliance, or enforcement of these Terms, without prior notice where circumstances require.

3. Description of Service and Our Role

The Service may include social discovery, messaging, public groups, business pages, events, reservations, bazaar features, support tools, moderation systems, and paid features. We may modify, expand, limit, or discontinue any feature or aspect of the Service at any time, subject to applicable law.

Synup is an intermediary platform that facilitates discovery, communication, content publication, and the use of platform tools by users and businesses. Unless we expressly indicate otherwise for a specific feature, Synup is not the seller, merchant, service provider, broker, agent, employer, or booking operator for any transaction, service, or interaction conducted through or in connection with the Service.

We do not control, and expressly disclaim responsibility for, the identity, qualifications, conduct, or reliability of any user, business, or content on the Service.

4. Acceptable Use

You are solely responsible for all content you submit or make available through the Service. You agree that you will not, and will not permit or assist others to:

post, upload, or transmit content that is unlawful, defamatory, obscene, harassing, hateful, threatening, sexually exploitative, abusive, or that violates the intellectual property rights, privacy rights, or other legal rights of any person;
misrepresent your identity, impersonate another person or entity, or provide false, misleading, or inaccurate information where accuracy is required;
use the Service to spam, scam, stalk, defraud, exploit, intimidate, threaten, or otherwise harm other users, businesses, or third parties;
scrape, crawl, data-mine, or systematically extract data from the Service without our express prior written authorization;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or any component thereof, except to the extent expressly permitted by applicable law;
introduce malicious code, viruses, worms, Trojan horses, or similar harmful or disruptive components into the Service;
circumvent, disable, or otherwise interfere with security-related features of the Service, including any access controls or enforcement mechanisms;
interfere with or disrupt the integrity, performance, or proper functioning of the Service or any related system or network; or
use the Service for any purpose that violates applicable local, provincial, national, or international law or regulation.

5. Safety, Moderation, and Enforcement

We reserve the right to monitor, review, and act on reports, support issues, moderation signals, and safety concerns for the purpose of protecting users, businesses, and the integrity of the Service. Without limiting the foregoing, we may in our reasonable discretion:

remove, restrict, or modify any content that we reasonably determine violates these Terms or applicable law;
limit feature access, issue warnings, mute, suspend, or permanently terminate any account; and
preserve and retain records related to safety, fraud, moderation, investigations, and legal compliance following account deletion, to the extent permitted by applicable law.

Our enforcement decisions may be informed by platform safety, fraud prevention, risk management, legal compliance, or rule violations.

6. Business Accounts

If you create or administer a business account on Synup, you represent and warrant that you are duly authorized to act on behalf of the applicable business and that you accept these Terms on its behalf. As a business account holder, you are responsible for:

the accuracy, completeness, and lawfulness of your business profile, listings, events, offers, and reservation workflows;
safeguarding the Google login credentials used to access your business account, since the account is operated by a single owner;
independent compliance with all applicable licenses, permits, consumer protection requirements, tax obligations, pricing disclosures, fulfillment commitments, cancellation policies, refund obligations, and other legal requirements applicable to your business.

We may review, approve, reject, limit, suspend, or remove business accounts, listings, or business-facing features at our reasonable discretion.

7. Paid Features, Billing, and Refunds

Certain features of the Service may be subject to fees or subscription charges. Payments are processed by Stripe or another payment provider we designate. By purchasing a paid feature or subscription, you:

authorize us and our designated payment processor to charge the payment method you provide for the amounts, on the billing cycle, and on the terms shown at checkout or in the applicable pricing page;
acknowledge that all pricing, billing cycles, included features, and plan terms are as set out at the point of purchase; and
acknowledge that, unless required by applicable consumer protection law or expressly stated otherwise at the point of sale, fees are non-refundable once the applicable service period has commenced.

Subscriptions may auto-renew unless cancelled before the applicable renewal date in accordance with the cancellation instructions provided at checkout or in the Service. We may suspend or terminate paid access for non-payment, chargeback activity, fraudulent activity, or unresolved billing disputes. Nothing in this section limits any statutory consumer rights you may have under mandatory applicable law.

8. Your Content; Licence Grant

You retain all ownership rights in the content you submit to the Service. By submitting content, you grant Cardinalis Advisory, an Ontario sole proprietorship a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, reproduce, process, adapt, display, and distribute such content solely as necessary to operate, maintain, secure, moderate, and provide the Service. This licence is limited to the administration and provision of the Service and does not transfer ownership of your content to us.

To the extent permitted by applicable law, you waive any moral rights you may have in your content with respect to our exercise of the licence granted above.

This licence survives account deletion to the extent necessary to allow Cardinalis Advisory, an Ontario sole proprietorship to maintain system integrity, comply with applicable legal obligations, and provide continuity of service to other users, subject to applicable law and our Privacy Policy.

You represent and warrant that: (a) you own or have all necessary rights and permissions to submit your content to the Service and to grant us the rights described in this section; and (b) your content does not infringe the intellectual property rights, privacy rights, or other legal rights of any third party.

9. Intellectual Property Rights

The Service and all of its components, including software, design, graphics, text, trade-marks, logos, service marks, trade names, and other proprietary materials (collectively, "Synup Materials"), are owned by or licensed to Cardinalis Advisory, an Ontario sole proprietorship and are protected by copyright, trade-mark, and other applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in or to the Synup Materials, other than the limited right to access and use the Service strictly in accordance with these Terms.

You may not reproduce, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any Synup Materials, or use any trade-mark or service mark of Cardinalis Advisory, an Ontario sole proprietorship, without our express prior written consent.

10. Copyright Notice Procedure

If you have a good-faith belief that content available on the Service infringes your copyright or other intellectual property rights, please send a written notice to support@synup.app that includes: (a) sufficient identification of the copyrighted work claimed to be infringed; (b) sufficient identification of the allegedly infringing material and its location on the Service; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized by the rights owner, its agent, or applicable law; and (e) a statement that the information in the notice is accurate. We will review properly submitted notices and take appropriate action in accordance with applicable law. Submission of a materially false or misleading notice may give rise to legal liability.

11. Third-Party Services

The Service relies on or interacts with third-party platforms and service providers, including Telegram, Google, Stripe, hosting providers, storage providers, mapping and location service providers, and anti-abuse technologies. Your use of those third-party services through Synupis also governed by those providers' own terms of service and privacy policies, which you are responsible for reviewing independently. We are not responsible for the practices, content, availability, or reliability of third-party services.

12. Service Availability and Account Deletion

We do not warrant that the Service will be available at all times or without interruption. We may change, suspend, or discontinue any aspect of the Service at any time, with or without prior notice, subject to applicable law.

Upon account deletion, applicable live account data is permanently deleted following a short grace period during which the account may be recoverable upon request. Certain records may be retained or pseudonymized following deletion, as described in our Privacy Policy.

13. No Guarantee of Outcomes

We do not guarantee any social, business, or commercial outcome from your use of the Service. You use the Service and interact with others at your own risk. You are responsible for exercising appropriate caution, independently verifying the identity and reliability of persons and businesses you engage with, and assessing the risks associated with any commitments, payments, or information you choose to share.

The provision of moderation, reporting, support, and trust-and-safety features does not constitute a representation that we screen, endorse, certify, background-check, verify, or guarantee the identity, qualifications, conduct, or reliability of any user, business, listing, review, offer, or communication on the Service.

14. Disclaimers

To the maximum extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis, without warranties or conditions of any kind, whether express, implied, statutory, or otherwise. We expressly disclaim all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and title.

We do not warrant that content posted by users or businesses is accurate, complete, lawful, safe, or non-misleading.
We do not warrant that any user or business will complete a transaction, attend an event, honour a reservation, deliver a promised good or service, or conduct themselves lawfully or safely.
We are not responsible for disputes, chargebacks, non-delivery, poor quality, personal injury, property damage, financial loss, scams, fraud, harassment, or other harm caused by users, businesses, or third parties, except to the extent liability cannot lawfully be excluded under mandatory applicable law.

Nothing in these Terms excludes or limits any statutory rights you may have as a consumer under mandatory applicable law that cannot be waived or excluded by contract.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Cardinalis Advisory, an Ontario sole proprietorship, its affiliates, directors, officers, employees, agents, or licensors be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, loss of revenue, loss of data, loss of business opportunities, loss of goodwill, or reputational harm, arising out of or related to your access to, use of, or inability to access or use the Service, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service will not exceed the greater of: (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) CAD $100.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation by us; or (c) any other liability that cannot be excluded or limited under mandatory applicable law, including mandatory consumer protection legislation in applicable jurisdictions.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Cardinalis Advisory, an Ontario sole proprietorship and its affiliates, directors, officers, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your content or your use of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; or (d) your infringement or alleged infringement of the rights of any third party.

17. Governing Law and Dispute Resolution

Except where mandatory consumer protection law of your jurisdiction requires otherwise, these Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice-of-law or conflict-of-law principles.

Except where mandatory consumer protection law requires otherwise, you irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada for the resolution of any dispute arising out of or relating to these Terms or the Service. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

18. Force Majeure

We will not be liable for any delay or failure in performance of the Service to the extent arising from causes beyond our reasonable control, including acts of God, natural disasters, epidemics or pandemics, governmental actions, war, terrorism, civil unrest, network or infrastructure failures, denial-of-service attacks, labour disputes, or acts or omissions of third-party service providers.

19. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Cardinalis Advisory, an Ontario sole proprietorshipwith respect to the Service and supersede all prior or contemporaneous agreements, representations, warranties, and understandings relating to the same subject matter.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed from these Terms, and the remaining provisions will continue in full force and effect.
No Waiver. Our failure to enforce any provision of these Terms on any occasion does not constitute a waiver of our right to enforce that provision or any other provision on any future occasion.
Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

20. Changes to These Terms

We may amend these Terms from time to time. If we make material changes, we will update the "Last updated" date at the top of these Terms and provide reasonable notice through the Service or by other appropriate means. Your continued use of the Service after the updated Terms take effect constitutes your acceptance of the amended Terms. If you do not accept the amended Terms, you must discontinue use of the Service.

21. Contact

General support inquiries: support@synup.app

To report content or conduct you believe is unsafe, fraudulent, or unlawful, use the in-application reporting tools or contact us directly. For an immediate threat to personal safety, contact local emergency services first.

Privacy and data protection inquiries: privacy@synup.app