Terms and Conditions

Thank you for using SyncMarket.IO APIs, other developer ser vices, and associated software (collectively, “APIs”). By access ing or using our APIs, User (“you” or “your”) consents and agrees to the terms below. All terms, including any additional terms, terms within the accompanying API documentation, and any applicable policies, and guidelines are collectively hereinafter referred to as the “Terms.” User agrees to comply with the Terms and that the Terms control your relationship with SyncMarket.IO. Therefore, please read all the Terms carefully

Under the Terms, “SyncMarket.IO” means SouthHaus LLC, a Delaware Limited Liability Company operating as a fully remote organization, unless set forth otherwise in additional terms appli cable for a given API. We may refer to “SyncMarket.IO” as “we,” “our,” or “us” in the Terms.

Section 1: User Account and Registration

You may not use the APIs and may not accept the Terms if User is (a) not of legal age to form a binding contract with SyncMarket. IO, or (b) a person, individual, or entity barred from using or re ceiving the APIs under the applicable laws of the United States or other countries, including the country in which User is a resident or from which User uses the APIs.

If User is using the APIs on behalf of an entity, User represents and warrants that User has the authority to bind that entity to the Terms. By accepting the Terms, User acknowledges that you are doing so on behalf of that entity (and all references to “you” or “User” in the Terms refer to that entity).

In order to access certain APIs, User may be required to provide certain information (such as personal identification or contact details) as part of the registration process for the APIs. This may include an ongoing collection of data as part of your continued use of the APIs. User ensures that any registration information you give to SyncMarket.IO will always be accurate and up to date, and User will inform us promptly of any updates or changes to such information.

Section 2: Using SyncMarket.IO APIs

a. Your End Users: You will require your end users to comply with (and not knowingly enable them to violate) any applicable laws, regulations, and the Terms.

b. Compliance with Law, Third Party Rights, and Other Terms of Service: User shall comply with all applicable laws, regulations, and third-party rights (including without limitation laws regard ing the import or export of data or software, privacy, and local laws). User will not use the APIs to encourage or promote illegal activity or violation of third-party rights. User will also not violate any other applicable terms of service with SyncMarket.IO (or its affiliates).

c. Permitted Access: User will only access (or attempt to access) an API by the means described in the documentation of that API. If SyncMarket.IO assigns you developer credentials (e.g., client IDs), User must use them with the applicable APIs. User shall not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

d. API Limitations: SyncMarket.IO and its subsidiaries or affiliates set and enforce limits on your use of the APIs (e.g., limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. User agrees to, and will not attempt to circumvent, such limitations documented with each API. If User would like to use any API beyond these limits, User must obtain SyncMarket.IO’s express consent (and Syn cMarket.IO reserves the right to decline such request or condi tion acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact SyncMar ket.IO’s API team at hi@syncmarket.io.

e. Open Source Software: Some of the software required by or included in our APIs may be offered under an open-source li cense. Open-source software licenses constitute separate written agreements. For certain APIs, open-source software is listed in the documentation. To the limited extent the open-source soft ware license expressly supersedes the Terms, the open-source license instead sets forth your agreement with SyncMarket.IO for the applicable open-source software.

f. Communications with SyncMarket.IO and its Subsidiaries or Af f iliates: SyncMarket.IO, its subsidiaries, or affiliates may send you certain communications in connection with your use of the APIs. Please review our privacy policy for nformation about opting out of certain types of communication or for any updates regarding the Terms.

Section 3: Payment and Payout terms

1. 1. Connected Accounts By using SyncMarket.IO, brands and creators agree to con nect their bank accounts to the platform via Stripe for payment processing and payouts. All connected accounts must provide accurate and up-to-date banking information.
2. 2. Payment Schedule Payments for sales facilitated through SyncMarket.IO will be processed and settled on a bi-monthly schedule:
   • Payments will be initiated on the 15th and 30th of each month (or the following business day if these dates fall on a weekend or holiday).
   • SyncMarket.IO will automatically deduct applicable fees and commissions prior to transferring funds to connected accounts.
3. 3. Commission Allocation and Payment Workflow SyncMarket.IO processes payments and commissions based on the type of order:
   • SyncMarket Platform Orders (Non-Creator Referral): A flat 8% commission is charged to brands on the total price of the product. This commission is the default set by Sync Market.IO administration.
   • Creator-Referral Orders: Commission percent ages are set by the brand and allocated to creators based on referrals.
4. 4. Payment Processing Workflow On the 15th and 30th of each month, SyncMarket.IO processes payments for orders placed in the previous 15 days as follows:
   • Retrieve Orders: Retrieve all unpaid SyncMar ket platform orders and unpaid creator-referral orders.
   • Validate Balance: Only orders with a balance greater than $0.50 are processed for payment.
   • Process SyncMarket Platform Orders: Calculate the total amount, attempt payment, deduct the 8% commission, and update the order status to paid upon success.
   • Process Creator-Referral Orders: Calculate the commission, transfer the amount to the creator’s connected Stripe account, and update the order status to paid upon suc cess.
5. 5. Refunds, Chargebacks, and Non-Refundable Commissions
   • Refunds and Chargebacks: Refunds and chargebacks initiated by customers are deducted from the brand’s connected account. Brands are responsible for maintain ing sufficient funds to cover such occurrences.
   • No Refunds on Allocated Commissions:
   • SyncMarket is unable to issue refunds to Brands for returned or refunded products by customer order to the Brands.
   • Once an order is placed, the brand-allocated commission (% of the order) to either the Creator or SyncMarket is non-refundable and will be queued for deployment during the next payment cycle.
6. 6. Delayed or Failed Payouts SyncMarket.IO is not liable for delays in payouts caused by incor rect bank account details, Stripe verification issues, or unfore seen circumstances. If a payout fails, SyncMarket.IO will notify the account owner and attempt to resolve the issue within seven (7) business days

Section 4: Prohibitions and Confidentiality

a. API Legal Prohibitions. When using the APIs, User shall not (or allow those acting on your behalf or under your direction to):

1. Sublicense an API for use by a third party. Consequently, you will not create and API Client that functions substantially the same as the APIs and offer it for use by third parties

2. Perform an action with the intent of introducing to SyncMarket. IO any products and/or services which may contain any virus es, worms, defects, Trojan horses, malware, or any items of a destructive nature

3. Defame, slander, abuse, harass, stalk, or threaten others

4. Interfere with or disrupt the APIs or the servers or networks providing the APIs

5. Promote or facilitate any unlawful activities with the APIs (e.g., online gambling) or disruptive commercial messages or adver tisements

6. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law

7. Use the APIs in a manner or for any activities where the use or failure of the APIs could lead to death, personal injury, or environ mental damage.

8. Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State

9. Remove, obscure, or alter any SyncMarket.IO terms of service or any links to or notices of those terms.

SyncMarket.IO makes no representations that the APIs satisfy the Health Insurance Portability and Accountability Act (“HIPAA”) requirements. If you are (or become) a “covered entity” or “busi ness associate” as defined in HIPAA, you shall not use the APIs for any purpose or in any manner involving the transmission of protected health information to SyncMarket.IO without express written consent of SyncMarket.IO or its affiliates.

b. Confidential Matters Developer credentials (such as pass words, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confiden tial and agree to make all reasonable efforts to prevent and dis courage other API Clients from using your credentials.Developer credentials may not be embedded in open source projects.

Our communications to you and our APIs may contain confiden tial information. SyncMarket.IO confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential un der the circumstances. Confidential information may also include the sharing of intellectual property, data, or other proprietary in formation. If you receive any such information, then you shall not disclose it to any third party without SyncMarket.IO’s prior written consent. SyncMarket.IO confidential information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation, or that becomes public through no fault of your own..

User shall provide reasonable and prior written notice to Sync Market.IO of any potential investigation, lawsuit, or legal matter that may require User to disclose any of SyncMarket.IO’s confi dential information when compelled to do so by law (unless oth erwise specified by court order that no notice is to be provided).

Section 5: Content

a. Content Accessible Through SyncMarket.IO’s APIs.

Our APIs may contain some third-party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. SyncMarket. IO may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or f iltered in accordance with applicable law, regulation, and policy.

b. Submission of Content. Some of our APIs allow the submis sion of content. SyncMarket.IO does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling SyncMarket.IO to provide, secure, and improve the APIs (and related service(s)) and only in accordance with the applicable SyncMarket.IO privacy policies, you give SyncMarket.IO a perpetual, irrevocable, world wide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means to use, host, store, modify, communicate, share, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license. Failure to ensure that you have the necessary rights to grant us the license may result in immedi ate termination of services.

c. Retrieval of Content. When a user’s non-public content is obtained through the APIs, User may not expose thatcontent to other users or to third parties without explicit opt-in consent from that user.

d. Data Portability. For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or appli cations of their choice in a way that’s substantially as fast and easy as exporting such data from SyncMarket.IO and its affiliates’ products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

e. Prohibitions on Content. Unless expressly permitted by the content owner or by applicable law, you shall not, and shall not permit your end users or others acting on your behalf, to do the following with content returned from the APIs: 1. Scrape, build databases, or otherwise create permanent copies of such con tent, or keep cached copies longer than permitted by the cache header; 2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party; 3. Misrepresent the source or ownership as to the APIs or services provided; or 4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or 5. Falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

Section 6: Brand Features; Attribution

“Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features. All use by you of SyncMarket.IO’s Brand Features (including any goodwill associated therewith) will inure to the benefit of SyncMarket.IO. You agree to display any attribution(s) that may be required by SyncMarket.IO as de scribed in the documentation for the API. SyncMarket.IO hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display SyncMarket.IO’s Brand Features for the purpose of promoting or advertising that you use the APIs. You must only use the SyncMarket.IO Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using SyncMarket. IO’s

Brand Features, you must follow the SyncMarket.IO Brand Fea tures Use Guidelines.

You understand and agree that SyncMarket.IO has the sole discretion to determine whether your attribution(s) and use of SyncMarket.IO’s Brand Features are in accordance with the above requirements and guidelines. You acknowledge and agree to not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by SyncMarket.IO without SyncMarket.IO’s prior written approval. In the course of promoting, marketing, or demonstrating the APIs you are using and any associated SyncMarket.IO or affiliate products, SyncMarket.IO may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company

Section 7: Privacy and Copyright Protection

a. DMCA and IP Policy.

SyncMarket.IO provides and shares information with its partners, affiliates, and subsidiaries to help copyright holders who use SyncMarket.IO services (and its affiliates) manage their intellec tual property online. However, SyncMarket.IO can’t determine whether something is being used legally or not without their in put. Therefore, SyncMarket.IO and/or its partners or affiliates may respond to notices of alleged intellectual property or copyright in fringement and terminate accounts of infringers according to the process set out in the U.S. Digital Millennium Copyright Act and under the applicable legal frameworks. If you think someone is violating your intellectual property rights and want to notify us of potential infringement, submit a complaint to hi@syncmarket.io.

Section 8: Termination

User may stop using our APIs at any time with or without notice. Further, if you want to terminate, you must provide SyncMarket. IO with prior written notice and upon termination, cease your use of the applicable APIs. SyncMarket.IO reserves the right to ter minate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of API features, and delete any cached or stored content that was permitted by the cache header under Section 5. Syn cMarket.IO may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, includ ing but not limited to: Sections 4, 5, 8, 9, and 10.

Section 9: Liability

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER SYNCMARKET.IO NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS FOR EX AMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABIL ITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS “AS IS”

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRAN TIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGE MENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WAR RANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS

WHEN PERMITTED BY LAW, SYNCMARKET.IO, AND ITS SUP PLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA: FINANCIAL LOSS ES; OR INDIRECT, SPECIAL CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SYNCMARKET.IO, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILI TY.

IN ALL CASES, SYNCMARKET.IO, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEE ABLE

Unless prohibited by applicable law, you will defend and indemnify SyncMarket.IO, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER SYNCMARKET.IO NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABIL ITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS “AS IS”

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRAN TIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGE MENT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WAR RANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

WHEN PERMITTED BY LAW, SYNCMARKET.IO, AND ITS SUP PLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSS ES; OR INDIRECT, SPECIAL CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SYNCMARKET.IO, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILI TY.

IN ALL CASES, SYNCMARKET.IO, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEE ABLE

Unless prohibited by applicable law, you will defend and indemni ty SyncMarket.IO, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

1. Your misuse or your end user's misuse of the APIs:

2. Your misuse or your end user's misuse or misappropriation of any confidential information;

3. Your violation or your end user's violation of the Terms; or

4. Any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users

Section 10: General Provisions

SyncMarket.IO may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. Therefore, User should look at the Terms regularly. Notice of modifications to the Terms will be provided within the documentation of each applicable API and to SyncMarket.IO’s website. Any changes will not apply retroactively and will become effective no sooner than (30) days after they are posted. Changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If User does not agree to the modified Terms for an API, User should discontinue use of that API. Continued use of the API constitutes your acceptance of the modified Terms.

Section 11: General Legal Terms

SyncMarket.IO may modify the Terms or any portion to, for exam ple, reflect changes to the law or changes to our APIs. Therefore, User should look at the Terms regularly. Notice of modifications to the Terms will be provided within the documentation of each applicable API and to SyncMarket.IO’s website. Any changes will not apply retroactively and will become effective no sooner than (30) days after they are posted. Changes addressing new func tions for an API or changes made for legal reasons will be effec tive immediately. If User does not agree to the modified Terms for an API, User should discontinue use of that API. Continued use of the API constitutes your acceptance of the modified Terms.

a. International Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this contract, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a three-arbitrator panel. The seat of the arbitration will be Nashville, Tennessee, United States. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

b. Domestic (Intra-United States) Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Nashville, Tennessee, United States, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

c. Choice of Law Except as set forth below: • The laws of the State of Delaware, U.S.A., excluding Delaware’s conflict of laws rules, will apply to any dis putes arising out of or related to the Terms or the APIs. • ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVE LY IN THE FEDERAL OR STATE COURTS LOCATED IN WILM INGTON, DELAWARE, USA, AND YOU AND SYNCMARKET.IO CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

If you are accepting the Terms on behalf of a United States fed eral government entity, then the following applies instead of the “Arbitration” and “Choice of Law” paragraphs above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs. Solely to the extent permitted by United States Federal law: • The laws of the State of Delaware (excluding Delaware’s conflict of laws rules) will apply in the absence of applicable federal law. • FOR ALL CLAIMS ARISING OUT OF OR RE LATING TO THE TERMS OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN WILMINGTON, DELAWARE.

If you are accepting the Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.