Terms of Service & Subscription Agreement

This Terms of Service & Subscription Agreement (“Agreement”) is entered into by and between MP Software LLC, d/b/a Syncrostore (“Company”) and the individual or entity identified on the applicable Order Form (“Customer”). By signing an Order Form, executing a quote, or accessing or using the Service, Customer agrees to be bound by the terms and conditions set forth below.

1. Definitions

Agreement

These Terms of Service, together with any Order Form, quote, or statement of work executed between Company and Customer that references these Terms.

Company, we, us, our

MP Software LLC, a limited liability company doing business as Syncrostore.

Customer, you, your

The individual, business, or entity that executes an Order Form or otherwise agrees to these Terms.

Customer Data

All data, content, and information that Customer or its Authorized Users upload, enter, or transmit through the Service, including but not limited to vendor records, inventory data, transaction records, settlement data, and customer information.

Service

The Syncrostore cloud-based point-of-sale and consignment management software platform, including all features, updates, and related documentation made available by Company.

SyncroPay™

The optional integrated payment processing service offered through Syncrostore, subject to separate payment processor terms and conditions.

Authorized User

Any individual whom Customer permits to access and use the Service under Customer’s account, including employees, contractors, vendors, and agents.

Hardware

Any physical equipment (including but not limited to label printers, barcode scanners, receipt printers, cash drawers, and tablets) sold or provided by Company to Customer.

Order Form

Any quote, proposal, or ordering document executed by both parties that references these Terms and specifies the Service plan, fees, and any Hardware being purchased.

Automated Means

Any robot, bot, spider, crawler, scraper, script, headless browser, application programming interface (API) call made outside of an interface expressly authorized in writing by Company, or other automated or programmatic process, software, or agent used to access, search, query, monitor, copy, or extract any portion of the Service or Customer Data.

AI Tool

Any artificial intelligence, machine learning, large language model, or agentic system or service — including but not limited to Claude, ChatGPT, Google Gemini, Grok, Microsoft Copilot, Lovable, and any similar tool now existing or later developed — whether operated directly or through a browser extension, plug-in, integration, connector, or automated agent.

2. Acceptance of Terms

By signing an Order Form, executing a quote, or accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Company reserves the right to modify these Terms at any time by posting the revised version on its website or providing written notice to Customer. Continued use of the Service after such notice constitutes acceptance of the modified Terms. Material changes will be communicated at least thirty (30) days before they take effect.

3. Service Description and License

3.1 License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term solely for Customer’s internal business operations.

3.2 Scope of Service

The Service is a cloud-based software platform that provides consignment management, point-of-sale, inventory tracking, vendor management, reporting, and related functionality. The Service is provided on a software-as-a-service basis. Customer does not acquire any ownership interest in the Service.

3.3 Service Availability

Company will use commercially reasonable efforts to make the Service available 99.5% of the time during each calendar month, excluding scheduled maintenance windows. Company will provide reasonable advance notice of scheduled maintenance when practicable. This availability commitment does not constitute a service level agreement (SLA) and no credits or remedies are owed for downtime unless separately agreed in writing.

3.4 Modifications to the Service

Company may modify, update, or enhance the Service from time to time. Company will use reasonable efforts to notify Customer of material changes that may significantly affect Customer’s use of the Service.

4. Subscription Term, Fees, and Payment

4.1 Subscription Term

The initial subscription term begins on the date specified in the applicable Order Form and continues for the period stated therein (the “Initial Term”). Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term”).

4.2 Fees

Customer agrees to pay all fees specified in the applicable Order Form. All fees are quoted in U.S. dollars and are non-refundable except as expressly stated in this Agreement. Company reserves the right to adjust fees upon renewal by providing at least thirty (30) days’ written notice prior to the start of a Renewal Term.

4.3 Payment Terms

Unless otherwise specified in the Order Form, invoices are due upon receipt. Fees not paid within fifteen (15) days of the due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for all applicable taxes, excluding taxes based on Company’s income.

4.4 Suspension for Non-Payment

If Customer’s account is more than fifteen (15) days past due, Company may suspend access to the Service upon ten (10) days’ written notice. Suspension does not relieve Customer of its payment obligations. Company will restore access promptly upon receipt of all outstanding amounts.

5. Customer Responsibilities

5.1 Account Security

Customer is responsible for maintaining the confidentiality of all login credentials associated with its account and for all activity that occurs under its account. Customer must notify Company immediately of any unauthorized use or suspected security breach.

5.2 Acceptable Use

Customer agrees to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. Customer shall not:

1. sublicense, resell, or make the Service available to any third party other than Authorized Users;
2. reverse engineer, decompile, or disassemble any aspect of the Service;
3. use the Service to transmit malicious code, engage in fraudulent activity, or violate the rights of any third party;
4. attempt to gain unauthorized access to any systems or networks connected to the Service; or
5. access or use the Service through any Automated Means, bot, or AI Tool, or scrape, harvest, or extract data from the Service, except as expressly permitted in writing by Company, as further described in Section 5.5.

5.3 Customer Data

Customer is solely responsible for the accuracy, quality, integrity, and legality of all Customer Data. Customer represents and warrants that it has all necessary rights and consents to provide Customer Data to Company and to permit Company to process such data in connection with the Service.

5.4 Compliance with Laws

Customer is solely responsible for ensuring that its use of the Service complies with all applicable federal, state, and local laws and regulations, including but not limited to consumer protection laws, tax and pricing disclosure requirements, and data privacy laws.

5.5 No Scraping, Automated Access, or AI Tools

Customer and its Authorized Users shall not, and shall not permit, enable, or assist any third party to:

1. access, search, query, monitor, scrape, harvest, index, mirror, copy, or extract any portion of the Service, its underlying database, data structures, or the content displayed within it by Automated Means;
2. use, connect, deploy, or direct any AI Tool or bot to access, interact with, read, analyze, extract from, or otherwise operate against the Service or any data displayed within or accessible through it;
3. extract, compile, or aggregate data from the Service in order to build, train, populate, benchmark, supply, or operate any other product, service, application, database, or dataset — whether or not it competes with the Service, and whether or not the data extracted includes Customer’s own Customer Data;
4. circumvent, disable, degrade, or interfere with (or attempt to do any of the foregoing) any rate limit, access control, bot-detection, or other technical measure Company uses to protect, secure, or monitor the Service; or
5. resell, redistribute, license, or otherwise commercialize any data obtained from the Service other than in the ordinary operation of Customer’s own retail business.

For clarity, Customer’s ownership of its Customer Data under Section 11 does not grant Customer any right to access, extract, or export that data by Automated Means or through any AI Tool. Customer’s sole authorized method of bulk data export is the export function Company makes available under Section 11. Company may deploy technical measures to detect, flag, throttle, or block automated, bot-driven, or AI-driven access to the Service, and Customer consents to such monitoring. Any attempt to identify, defeat, or work around such measures is itself a violation of this Agreement.

6. Dual Pricing and Compliance Acknowledgment

Customer acknowledges and agrees that Syncrostore is a software provider only and does not set, control, or display final pricing to customers outside of the Customer’s own configuration and practices. Customer is solely responsible for ensuring that all pricing, including any dual pricing or cash discount program, is clearly and accurately disclosed to consumers in compliance with all applicable laws, regulations, and card brand requirements in every jurisdiction where Customer operates.

Customer understands that reliance solely on point-of-sale or checkout display for pricing disclosure may not satisfy legal requirements in certain jurisdictions. Customer assumes all responsibility and liability for its pricing methods, signage, labels, and consumer-facing disclosures.

Company does not provide legal advice, does not guarantee regulatory compliance, and makes no representation that any feature of the Service satisfies the requirements of any particular law or regulation. Company provides tools to support compliance; the obligation to comply rests entirely with the Customer.

Customer agrees to indemnify and hold harmless Company from any claims, losses, damages, fines, or penalties arising from Customer’s pricing practices, dual pricing disclosures, or failure to comply with applicable laws.

7. Payment Processing (SyncroPay™)

If Customer elects to use SyncroPay™, Customer acknowledges that payment processing services are provided by a third-party payment processor and are subject to that processor’s terms of service, privacy policy, and applicable card brand rules. Company facilitates the connection between Customer and the payment processor but does not itself process, store, or have direct access to cardholder data.

Customer is responsible for complying with the Payment Card Industry Data Security Standard (PCI DSS) to the extent applicable to Customer’s operations. Company will maintain PCI compliance for systems within its control.

If Customer uses its own third-party payment processor instead of SyncroPay™, Company bears no responsibility for that processor’s performance, fees, compliance, or security. Customer is solely responsible for the integration, operation, and compliance of any third-party processing solution.

8. Hardware

8.1 Purchase and Delivery

Hardware purchased through Company is sold as-is from the original manufacturer unless otherwise stated in the Order Form. Company will use commercially reasonable efforts to deliver Hardware within the timeframe specified in the Order Form, but delivery dates are estimates and not guarantees.

8.2 Limited Warranty

Company passes through to Customer any manufacturer warranty applicable to the Hardware. Company itself provides a limited ninety (90) day warranty from the date of delivery covering defects in materials and workmanship under normal use. This warranty does not cover damage resulting from misuse, accident, unauthorized modification, or normal wear and tear.

8.3 Returns

Hardware may be returned for a refund within thirty (30) days of delivery, provided it is in its original condition and packaging. Customer is responsible for return shipping costs. Custom-configured or special-order Hardware is non-returnable.

8.4 Hardware Payment

Full payment for Hardware is due prior to shipment unless otherwise agreed in writing. Service activation for a new Customer account may be contingent upon receipt of Hardware payment and first SaaS subscription payment as specified in the Order Form.

9. Intellectual Property

Company retains all right, title, and interest in and to the Service, including all software, technology, documentation, designs, database structures, and the selection, arrangement, and compilation of data within the Service, and any improvements or derivatives thereof. Nothing in this Agreement transfers any intellectual property rights to Customer except the limited license expressly granted herein.

Customer retains all right, title, and interest in and to its Customer Data. Customer grants Company a limited, non-exclusive license to use, process, and display Customer Data solely as necessary to provide and improve the Service. Customer’s ownership of Customer Data does not extend to the Service’s database, data structures, or compilation, and does not authorize access or extraction by any means prohibited under Section 5.5.

Any feedback, suggestions, or ideas that Customer provides to Company regarding the Service may be used by Company without restriction or compensation.

10. Confidentiality

Each party agrees to hold in confidence any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

Each party shall use the other party’s Confidential Information only for purposes of performing its obligations under this Agreement and shall protect it using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years.

11. Data Ownership and Portability

Customer Data is and remains Customer’s property. Upon termination or expiration of this Agreement, Customer may request an export of its Customer Data in a standard machine-readable format. Company will make such data available for download for a period of thirty (30) days following the effective date of termination. After that period, Company may delete Customer Data from its systems in accordance with its standard data retention policies. The export function described in this Section is Customer’s sole authorized method of bulk data extraction; automated or AI-driven extraction is prohibited under Section 5.5.

Company may retain anonymized or aggregated data derived from Customer’s use of the Service for analytics, product improvement, and benchmarking purposes, provided such data cannot reasonably be used to identify Customer or any individual.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this section apply to all causes of action in the aggregate, including breach of contract, tort (including negligence), strict liability, and any other legal or equitable theory.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS UNLESS EXPRESSLY STATED IN AN ORDER FORM.

NO ADVICE OR INFORMATION OBTAINED FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

14. Indemnification

14.1 By Customer

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the Service; (b) Customer Data; (c) Customer’s violation of any law or regulation, including pricing and consumer disclosure requirements; (d) Customer’s breach of this Agreement; or (e) any dispute between Customer and its vendors, employees, or end customers.

14.2 By Company

Company shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service, as provided by Company, infringes a valid United States patent, copyright, or trademark, provided that Customer promptly notifies Company of the claim, gives Company sole control of the defense and settlement, and provides reasonable cooperation. This obligation does not apply to claims arising from Customer’s modification of the Service, combination with third-party products, or use outside the scope of this Agreement.

15. Termination

15.1 Termination for Convenience

Either party may terminate this Agreement at the end of the then-current Subscription Term by providing written notice at least thirty (30) days prior to the end of the term. Early termination by Customer does not entitle Customer to a refund of prepaid fees for the remainder of the then-current term.

15.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes the subject of a bankruptcy filing, receivership, or similar proceeding.

Notwithstanding the cure period above, Company may immediately suspend and/or terminate Customer’s account and access to the Service, without prior notice and without any cure period, if Company reasonably determines that Customer or any Authorized User has violated Section 5.2 or Section 5.5 (including any scraping, automated access, use of an AI Tool or bot, or circumvention of Company’s technical measures). Such suspension or termination does not relieve Customer of any accrued or outstanding payment obligations and does not entitle Customer to any refund. Reinstatement of a suspended or terminated account is not guaranteed and shall be granted, if at all, solely at Company’s discretion, evaluated on a case-by-case basis, and may be conditioned upon such terms as Company deems appropriate. Company’s rights under this provision are in addition to, and not in lieu of, any other remedies available to Company at law or in equity, including the injunctive relief described in Section 16.

15.3 Effect of Termination

Upon termination or expiration: (a) Customer’s access to the Service will cease; (b) Customer will pay any outstanding fees through the effective date of termination; (c) each party will return or destroy the other party’s Confidential Information; and (d) Sections 1, 5.5, 6, 9, 10, 11, 12, 13, 14, 16, 17, and 18 shall survive termination.

16. Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through informal negotiation. If the dispute cannot be resolved within thirty (30) days, either party may pursue binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in the State of Kansas. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Each party waives any right to a jury trial with respect to any dispute arising under this Agreement.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws principles.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with all Order Forms and any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations.

18.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

18.3 Waiver

The failure of either party to enforce any right under this Agreement shall not constitute a waiver of that right or any other right.

18.4 Assignment

Customer may not assign or transfer this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

18.5 Notices

All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email to the address on file for the receiving party, or when delivered by certified mail or nationally recognized courier to the receiving party’s principal business address.

18.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, internet or telecommunications failures, or third-party service outages.

18.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

19. SMS Communications

By providing a phone number to Syncrostore, you consent to receive text messages related to support requests, account activity, and service-related communications.

Message frequency may vary. Message and data rates may apply. You may opt out at any time by replying STOP or request assistance by replying HELP.

Syncrostore does not send promotional or marketing text messages without separate explicit consent. Mobile phone numbers and SMS consent are not sold or shared with third parties for marketing purposes.

20. Contact

See also: Privacy Policy