Terms of Service

Welcome to Synlo.

These Terms of Service ("Terms") govern access to and use of the advertising optimization services, software, applications, websites, dashboards, integrations, and related functionality (collectively, the "Services") provided by Synlo Solutions ("Company," "we," "us," or "our").

By affirmatively accepting these Terms, creating an account, purchasing the Services, or connecting an advertising account after being presented with these Terms, you agree to be legally bound by them. If you enter into these Terms on behalf of a business or organization, you represent and warrant that you have authority to bind that entity.

1. Eligibility and Account Registration

The Services are intended exclusively for business and commercial purposes. By using the Services, you represent and warrant that:

• You are at least 18 years old.
• You have legal authority to enter into this Agreement.
• You are authorized to connect and manage any advertising accounts associated with your use of the Services.
• You will provide accurate and current account information.
• You will comply with applicable laws, advertising platform policies, and payment processor requirements.
• You will not use the Services for unlawful, fraudulent, deceptive, or unauthorized activities.

We may approve, decline, suspend, or terminate accounts for legitimate operational, security, compliance, payment, or business-risk reasons, subject to applicable law. You are responsible for maintaining the confidentiality of your account credentials and managing access by authorized users.

2. Description of Services

We provide automated advertising optimization technology designed to analyze advertising performance and identify expenditure that automated systems determine may be inefficient or potentially wasteful. Depending on the functionality enabled, the Services may automatically:

• Pause or disable advertising campaigns.
• Pause or disable advertising ad sets.
• Pause or disable individual advertisements.
• Reduce campaign or ad set budgets.
• Analyze advertising performance and generate reports or recommendations.

The Services do not guarantee advertising savings, improved performance, increased profitability, or any particular business outcome.

3. Authorization for Automated Advertising Actions

By connecting an advertising account and activating the Services, you expressly authorize us and our underlying technology providers to access relevant advertising information and perform automated optimization actions on your behalf. You acknowledge and agree that:

• Automated decisions may occur without separate human review or approval.
• Automated decisions may differ from decisions made by professional advertising managers.
• Automated decisions may be incorrect, unnecessary, or commercially unfavorable.
• Automated actions may reduce advertising delivery, impressions, conversions, leads, sales, revenue, or profitability.
• The Services may fail to identify inefficient advertising expenditure.
• The Services may identify advertising expenditure as inefficient when continued advertising could have produced favorable results.

You remain responsible for monitoring your advertising accounts, budgets, campaigns, and business outcomes. You may reverse advertising actions through the applicable advertising platform, subject to its available functionality. Pausing or canceling the Services does not automatically reverse previously completed advertising actions. Neither we nor our underlying technology providers act as your fiduciary, financial adviser, or individually supervised advertising manager.

4. Third-Party Advertising Platforms

The Services connect to advertising platforms, including Meta, through authorized integrations. By connecting an advertising account, you authorize us and our underlying technology providers to access relevant information and perform permitted actions through those integrations.

Advertising platforms operate independently of us. Neither we nor our underlying technology providers control third-party advertising delivery, account restrictions, billing systems, API availability, or changes to platform policies. We are not responsible for failures or interruptions caused by third-party platforms beyond our reasonable control, except where applicable law imposes responsibility that cannot be excluded. The Services are not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc.

5. Pricing, Billing, and Refunds

The Services are offered under the following plans. Savings-based fees are calculated using the "Ad Spend Protected" methodology described in Section 5.1.

• Growth: $0 monthly base fee plus 25% of Ad Spend Protected.
• Starter: $29 monthly base fee plus 15% of Ad Spend Protected.
• Plus: $79 monthly base fee plus 10% of Ad Spend Protected.
• Fixed: $149 monthly base fee with no savings-based fee.

Billing frequency: monthly. Base fees are billed monthly in advance. Savings-based fees are calculated from your action log and charged monthly in arrears.

Payment terms: fees are charged to your payment method through our payment processor. You authorize us and our payment processor to charge applicable fees under your accepted plan.

Refund policy: monthly base fees for Starter, Plus, and Fixed are non-refundable once the billing period has begun, except where required by applicable law. Growth plan fees are charged only on verified automated actions recorded in your action log. You may cancel at any time; cancellation stops future charges but does not refund fees already incurred.

Where percentage-based, performance-based, or usage-based fees apply, the applicable calculation methodology is disclosed before purchase. Applicable taxes may be charged where required. We may modify pricing prospectively by providing advance notice as required by applicable law.

5.1 Ad Spend Protected

"Ad Spend Protected" means the estimated advertising budget made unavailable to spend for the remaining portion of the applicable daily budget cycle as a result of an automated action by the Services.

For an action that pauses or disables an advertising object:

Hourly Budget = Daily Budget Immediately Before the Action ÷ 24
Ad Spend Protected = Hourly Budget × Hours Remaining in the Applicable Daily Budget Cycle

For a budget reduction, the calculation uses the amount by which the daily budget was reduced rather than the full daily budget.

5.2 Example

Suppose an ad set has a daily budget of $100. The Services pause it with six hours remaining in the applicable daily budget cycle.

• Hourly Budget: $100 ÷ 24 = approximately $4.17.
• Ad Spend Protected: $100 ÷ 24 × 6 = $25.
• Growth plan fee: $25 × 25% = $6.25.

5.3 Estimated Savings

Ad Spend Protected is a forward-looking estimate used for billing. It does not mean that money already spent has been recovered, refunded, or returned. It does not guarantee that the advertising platform would otherwise have spent the full amount. It does not represent a guarantee of improved profitability, return on advertising spend, revenue, or other performance. You agree that fees are determined using the disclosed methodology rather than a retrospective determination of what the advertising platform would actually have spent.

5.4 Timing and Reversals

Ad Spend Protected is calculated using the relevant budget and timing information available when the applicable action occurs. Subsequent reversal of an action does not automatically cancel a fee properly incurred when that action occurred. We maintain billing records reflecting the calculations used to determine applicable charges.

5.5 Billing Disputes

You should report suspected billing errors within 30 days of the relevant charge. We will review available records and correct verified calculation errors or duplicate charges. Fees properly calculated under this section are generally non-refundable except where applicable law requires otherwise.

6. Payments and Merchant of Record

Synlo Solutions is the merchant of record for transactions between our business and our customers, subject to the actual payment arrangement and applicable payment processor requirements. Payments are processed through our connected Stripe account or another payment method expressly disclosed to you. Our underlying technology providers are not parties to your purchase agreement with us merely because they provide software or payment integration functionality. We are responsible for our customer-facing pricing, billing disclosures, refunds, and payment disputes, subject to applicable law and payment processor agreements.

7. Underlying Technology Providers

Our Services use technology, software, infrastructure, and integrations supplied by independent third-party providers. These include Halcrus and its current and future operating, contracting, licensing, and affiliated entities, including but not limited to SuperX Labs LLC, together with their respective successors, assigns, authorized contractors, and technology providers. For purposes of this Agreement, these entities and persons are collectively referred to as the "Technology Providers." Our underlying technology arrangements may change as providers reorganize, establish additional entities, transfer operations, or modify their corporate structures. Such changes do not automatically alter your contractual relationship with us. We remain your contracting service provider unless you separately agree otherwise.

8. Technology Protected Parties and Third-Party Beneficiaries

For purposes of the protective provisions of this Agreement, "Technology Protected Parties" means Halcrus; all current and future legal entities operating, owning, licensing, developing, or providing the Halcrus technology, including but not limited to SuperX Labs LLC; and their respective present and future parent companies, subsidiaries, affiliates, successors, assigns, members, managers, directors, officers, employees, contractors, and authorized technology providers.

The Technology Protected Parties are expressly intended third-party beneficiaries of Sections 3, 7, 8, 9, 10, 11, 12, and 13 of this Agreement. To the fullest extent permitted by applicable law, the Technology Protected Parties may independently enforce the customer authorizations, risk acknowledgments, warranty disclaimers, releases, limitations of liability, and indemnification provisions contained in those sections. The Technology Protected Parties do not assume our independent pricing, billing, refund, marketing, customer support, or contractual obligations. Nothing in this Agreement creates a direct service contract between you and a Technology Protected Party solely because that party is identified as a third-party beneficiary.

9. No Performance Guarantees and Warranty Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

To the fullest extent permitted by applicable law, we and the Technology Protected Parties disclaim all warranties not expressly stated in this Agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither we nor the Technology Protected Parties guarantee:

• Advertising savings.
• Increased profitability.
• Improved return on advertising spend.
• Increased revenue, leads, or conversions.
• Continuous service availability.
• Error-free automated decisions.
• Detection of every inefficient advertising expense.
• Compatibility with every third-party platform.
• That automated decisions will produce results comparable to human advertising management.

Past results do not guarantee future performance.

10. Assumption of Risk and Release of Claims

THIS SECTION IS A MATERIAL CONDITION OF ACCESS TO THE SERVICES.

You acknowledge and voluntarily assume the commercial risks associated with automated advertising optimization. These risks include incorrect automated decisions, missed optimization opportunities, reduced advertising delivery, lost conversions, lost revenue, interrupted campaigns, and other adverse business outcomes. To the fullest extent permitted by applicable law, you release and waive claims against us and the Technology Protected Parties arising solely from the ordinary operation of the disclosed automated optimization functionality and resulting advertising performance or business outcomes. This release does not apply to claims or liabilities that applicable law prohibits releasing.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Neither we nor the Technology Protected Parties shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages. This exclusion includes lost profits, lost revenue, lost business opportunities, lost advertising results, lost goodwill, loss of data, and business interruption. It applies whether a claim arises in contract, tort, negligence, strict liability, or another legal theory, to the extent permitted by law.

Our aggregate liability for all claims arising from or relating to the Services or this Agreement shall not exceed the total fees actually paid by you to us during the three months immediately preceding the event giving rise to the claim. The aggregate liability of the Technology Protected Parties for claims arising from or relating to the Services shall not exceed the same amount, collectively and not separately for each Technology Protected Party, to the extent enforceable under applicable law. These limitations apply even if a remedy fails of its essential purpose, to the extent permitted by applicable law. Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

12. Indemnification

You agree, to the fullest extent permitted by law, to defend, indemnify, and hold harmless us and the Technology Protected Parties against third-party claims, damages, liabilities, losses, and reasonable legal expenses arising from:

• Your unauthorized connection or management of advertising accounts.
• Your advertising content, products, or services.
• Your violation of applicable laws or advertising platform policies.
• Your misuse of the Services.
• Your breach of this Agreement.
• Your infringement of third-party rights.
• Your unauthorized disclosure of information or credentials.

Indemnification does not extend to liabilities that applicable law prohibits shifting or to claims resulting from conduct for which indemnification is legally unavailable. No settlement imposing obligations on a Technology Protected Party may be entered into without that party's written consent.

13. Intellectual Property and Data Rights

We and our licensors retain all rights in our respective software, technology, algorithms, infrastructure, models, documentation, and proprietary intellectual property. You receive only the limited right to access and use the Services during your authorized subscription or service period. You may not reverse engineer, copy, distribute, resell, or otherwise exploit proprietary technology except as expressly authorized or permitted by applicable law.

You and relevant third parties retain any rights lawfully held in your advertising accounts, advertising content, and underlying information. Neither we nor our Technology Providers claim ownership of personal information or third-party advertising platform data merely because it is processed through the Services. You authorize us and our Technology Providers to access and process information as reasonably necessary to provide the Services, subject to applicable laws, third-party platform requirements, and this Agreement.

14. Cancellation and Termination

You may cancel your Services at any time according to the cancellation process disclosed in your account or accepted commercial terms. Cancellation prevents future service renewals or charges but does not eliminate fees already incurred. We may suspend or terminate access for nonpayment, unauthorized account access, fraud, security threats, legal requirements, or material violations of this Agreement. Where reasonably practicable, we may provide notice and an opportunity to remedy the issue. Termination does not automatically reverse advertising actions previously performed.

15. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, United States, without regard to conflict-of-law principles. Except where applicable law requires otherwise, disputes shall be brought before the courts located in Los Angeles County, California.

To the fullest extent permitted by applicable law, disputes must be brought individually rather than through class, collective, or representative proceedings. Each party waives the right to a jury trial where legally permitted.

16. Severability and Independent Enforceability

If any provision of this Agreement, or any portion thereof, is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be severed or limited to the minimum extent necessary to make it enforceable, to the extent permitted by applicable law. The invalidity or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect. Where legally permissible, an unenforceable provision shall be interpreted or modified to most closely reflect the original intent of the parties while remaining enforceable.

The invalidity or unenforceability of any waiver, release, disclaimer, limitation of liability, indemnification provision, third-party beneficiary provision, or other contractual protection shall not, by itself, invalidate any other independent protection contained in this Agreement. The parties intend each contractual protection to operate independently and to remain enforceable to the fullest extent permitted by applicable law.

17. Changes to This Agreement

We may update this Agreement to reflect changes in our Services, technology, business operations, or legal obligations. Material changes will be communicated as required by applicable law. Changes apply prospectively unless otherwise permitted by law. Continued use following the effective date of updated terms constitutes acceptance where legally permitted.

18. General Provisions

This Agreement, together with applicable accepted order forms and expressly incorporated policies, constitutes the entire agreement between you and us concerning the Services. Failure to enforce a provision does not waive future enforcement. Provisions concerning accrued fees, intellectual property, risk acknowledgments, releases, liability limitations, indemnification, third-party beneficiaries, severability, and disputes survive termination to the extent applicable. Electronic notices and agreements may be used where legally permitted.

19. Contact

Synlo Solutions
Nowalk, CA, United States
Email: [email protected]
Phone: (562) 310-1383