Terms of Service

1. Introduction

Welcome to Indexync. These Terms of Service (“Terms”) govern your access to and use of the Indexync website, Indexync web application, related e-commerce and inventory management tools and services operated or provided by Indexync (including but not limited to any APIs, integrations, plugins, extensions, beta features, mobile applications, dashboards, documentation and support services provided by Indexync) (collectively, the “Service”).

In these Terms, “Indexync”, “we”, “us” and “our” refer to INDEXYNC PTE. LTD. “User”, “you” and “your” refer to the individual or entity accessing or using the Service. Headings are for convenience only and do not affect interpretation.

By accessing or using the Service, you accept and agree to be bound by these Terms. If you do not agree, you may not use the Service.

Your use of the Service is also subject to our Privacy Policy, which describes how we collect, use, store, and disclose information and is incorporated into these Terms by reference.

Your use of the Service must comply with all applicable laws.

You acknowledge that you do not rely on the Service to determine pricing, inventory levels, tax obligations, regulatory compliance, or to ensure business continuity or revenue outcomes.

2. Definitions

“Account” means a unique registration that allows a User to access particular features of the Service.

“Content” means data, text, information, graphics, images, and any other materials that may be created, posted, or made available through the Service, including Merchant Data synced from connected Platforms.

“Data Processing Agreement” has the meaning ascribed to it in Clause 11.

“Merchant Data” means all data, information, content, records, and materials submitted to, transmitted through, generated from, or synchronized by the Service in connection with a User’s ecommerce operations, including product data (including images, videos, and certification documents), inventory, orders (including buyer name, shipping and billing addresses, phone numbers, and where applicable buyer email), order financial details (pricing, discounts, promotions, settlement amounts, fee breakdowns, and refund/return data), fulfillment and logistics data (including tracking numbers, shipment provider information, and SLA timestamps), and metadata, whether originating from the User or third-party Platforms. Merchant Data does not include internal system identifiers (e.g., internal product codes, computed index fields), operational diagnostic records, or aggregated or de-identified data.

“Platforms” has the meaning ascribed to it in Clause 12.

“Service” has the meaning ascribed to it in Clause 1.

“SIAC” has the meaning ascribed to it in Clause 15.

“SIAC Rules” has the meaning ascribed to it in Clause 15.

“Terms” has the meaning ascribed to it in Clause 1.

3. Account Creation and Management

To access certain features of the Service, you must create an Account. You agree to provide accurate, current, and complete information and to keep it up to date.

Each Indexync Account supports a single user login. Unless we explicitly state otherwise in your plan, your subscription is for a single login and must not be shared. Team access and role-based permissions are not yet supported.

You are responsible for safeguarding the password that you use to access the Service and for all actions taken using your credentials or under your Account. You agree and undertake that you will keep your username and password confidential, will utilize a secure password, will utilize any security features made available by Indexync (if any), will not intentionally disclose your password to any other person and will not wilfully permit any other person to log in to the Service using your username and password. You must notify us immediately if you suspect unauthorized access or a breach of security. Indexync is not responsible for losses caused by compromised credentials where reasonable security measures were not used by the User.

Indexync does not currently offer two-factor authentication. Where we later make multi-user access or two-factor authentication available, you are responsible for configuring roles, permissions and security settings in accordance with your policies.

We may suspend or terminate Accounts at any time as determined in our reasonable discretion for violations of these Terms, security risks, Platform enforcement, or where required by law or connected Platforms.

4. Subscription and Payment

Some aspects of the Service are available on a paid plan. The pricing, plan limits, and features applicable to your subscription are those displayed in the Service (including the website or application) at the time you commence a paid plan and may change thereafter in accordance with these Terms.

4.1 Payment Processing

Payment processing depends on how you started your paid plan. If you subscribed directly on indexync.com, payments are handled by our payment processing partner. If you subscribed through the Shopify App Store: (a) billing is handled through Shopify Billing and charged to your Shopify account; (b) Shopify Billing will govern pricing, renewals, proration, cancellations, and refunds for the subscription tied to your Shopify account; and (c) Shopify Billing will prevail over any conflicting terms in these Terms solely for that subscription.

Indexync does not store full payment card details.

4.2 Billing Cycles

We offer both monthly and annual subscription options. Paid plans renew automatically at the end of the relevant subscription period, unless you downgrade to the FREE plan before renewal by submitting a downgrade request at least 24 hours before the end of the current billing cycle to take effect for the next renewal cycle.

Upgrades apply immediately with prorated charges for the remaining billing period.

Downgrades take effect at the end of the current billing period.

Monthly-to-annual switches apply immediately with credit for unused time.

Annual-to-monthly switches take effect at the end of the annual period, with remaining value converted to whole-month credits (rounded down).

Fees are due in advance at the start of each billing period (on your account’s billing anniversary). If a payment is not successfully processed when due, Indexync may, after a reasonable grace period, suspend or restrict access to features of the Service, and may downgrade the Account to the free tier. Indexync reserves the right to terminate the Account or charge interest on overdue sums (at the maximum rate permitted by law) where sustained non-payment occurs. For merchants billed via the Shopify App Store, dunning, suspension and cancellation are governed by Shopify’s billing terms.

4.3 Promotional Pricing

From time to time, we may offer promotional pricing, including percentage discounts, fixed-amount discounts, or free service periods. Promotions are time-limited and convert to standard pricing after expiry.

Only one promotion may be active at a time. A new promotion may replace an existing promotion.

Promotions may end or convert to credits when billing cycles change.

4.4 Plan Limits

Each plan includes usage limits such as maximum SKUs and monthly orders. Exceeding limits may result in feature restrictions or prompts to upgrade.

4.5 Taxes and Fees

All fees are exclusive of applicable taxes unless stated otherwise. Where applicable, we may charge Singapore Goods and Services Tax or other applicable taxes. You are responsible for any sales, use, value-added, withholding, or similar taxes applicable to your subscription. If any withholding is required by law, you will gross-up payments to ensure we receive the fees in full.

4.6 Price Changes

We may change fees, plans, or limits from time to time at our sole discretion. Changes generally apply at your next renewal unless stated otherwise. We will use commercially reasonable efforts to provide advance notice of material price changes.

4.7 Cancellation

Indexync does not support “cancelling” an Account as a subscription action. To stop paid renewals, you may downgrade your plan to the FREE plan in your account settings. If you subscribed through a marketplace (e.g., Shopify), you must cancel via that marketplace to avoid further charges.

Downgrading to the FREE plan stops future renewals. Upon downgrading to the FREE plan, your current paid features shall continue until the end of your current paid billing period, and then your access continues under the FREE plan limits.

Indexync will not refund any fees paid by you in the event that you wish to cease use of the Services. Fees paid to Indexync are non-cancellable and non-refundable, except where required by applicable law.

5. User Content and Merchant Data

You retain ownership of your Merchant Data.

You grant Indexync a worldwide, royalty-free licence to host, process, transmit, cache, display and sync Merchant Data solely to provide and improve the Service, and to maintain security, fix bugs and comply with applicable laws or Platform requirements. Indexync does not guarantee that Merchant Data will be error-free, complete, or continuously synchronized across Platforms.

You are responsible for ensuring you have the right to use and sync Content and that it complies with applicable laws and connected Platform rules.

You represent and warrant that you have obtained all necessary rights, consents, and authorizations to collect, use, store, and synchronize Merchant Data (including personal data of customers) through the Service, and that such use complies with applicable data protection laws.

Indexync processes Merchant Data solely as a service provider or data intermediary acting on your instructions, as described in the Privacy Policy.

5.1 Multi-Store Connections

When you connect multiple e-commerce stores, each store’s data is managed as a separate connection. You authorize Indexync to read and write data to connected Platforms based on the permissions you grant.

6. Use of the Service

You agree to use the Service only for lawful purposes and in accordance with these Terms.

You must not misuse the Service, interfere with our systems, attempt to gain unauthorized access, or use the Service to send spam or abusive promotions on connected Platforms.

Connected Platforms are third-party services. We are not responsible for their availability, changes, suspensions, or actions.

You must not:

• exceed your applicable plan or API usage limits or circumvent technical controls;
• copy, modify, reverse engineer, or create derivative works of the Service;
• use the Service to transmit malware, phishing, or spam, or to mislead customers;
• use the Service for price scraping of third-party content or infringing activity; and
• access data you are not authorized to access or attempt to gain access to secured portions of the Service to which you do not possess access rights.

We may throttle or suspend access to protect the Service or comply with Platform rules.

Indexync may audit usage to verify compliance with plan limits.

7. Analytics and Performance Monitoring

We may generate and use aggregate or de-identified data derived from the Service for analytics, benchmarking, and product improvement, provided that such data does not identify you or your customers. Aggregate or de-identified data may be retained indefinitely.

We use analytics and performance monitoring tools to understand how users interact with the Service and to improve reliability and performance. Analytics data may be processed in Singapore or other jurisdictions.

8. Intellectual Property

The Service and its original content (excluding Content provided by users), features, and functionality are the exclusive property of Indexync and/or its licensors.

You receive a limited, non-exclusive, non-transferable licence to use the Service for internal business purposes while you comply with these Terms. You may not resell, sublicense, or provide the Service to third parties unless expressly permitted.

You grant Indexync a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate any suggestions, ideas, recommendations or feedback provided by you regarding the Service for any purpose, without obligation or compensation. Unless you notify us in writing to opt out, you grant Indexync a non-exclusive, royalty-free licence to use your name, trade name, and logo for customer lists, case studies, and marketing materials, subject to applicable law.

9. Beta Features

From time to time, we may offer beta or pre-release features. Beta features are provided “AS IS” without commitments, may change or be withdrawn, and may not be covered by support or service level agreements.

10. Security

Indexync does not guarantee that the Service will be secure or free from vulnerabilities. You acknowledge that transmission of data over the internet involves inherent risks.

Indexync is not responsible for security incidents originating from connected platforms or third party services. Indexync does not guarantee prevention of unauthorized access, data loss, or service interruptions.

You are responsible for securing your devices, networks, and credentials. You shall promptly notify us of any suspected unauthorized access or security incident related to your Account.

By using the Service, you agree to use all reasonable endeavours not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services.

11. Data Protection

To the extent Indexync processes personal data on your behalf via the Service, the Data Processing Agreement located at https://indexync.com/data-processing-agreement (“Data Processing Agreement”) applies and is incorporated by reference. By accepting these Terms, you also accept the Data Processing Agreement, which takes effect on your sign-up date. This does not apply to Indexync’s processing as controller for your account, billing, support and Service usage data, which is described in our Privacy Policy.

12. Third Party Platform Dependency and Risk

The Service interoperates with third-party e-commerce platforms, marketplaces, APIs, and services (“Platforms”) solely as permitted by those Platforms’ APIs and policies. Such Platforms are independent of Indexync and may change, restrict, suspend, terminate, or discontinue access, features, data fields, rate limits, permissions, or APIs at any time.

Indexync does not control and is not responsible for Platform availability, performance, terms, suspensions, rate limits, data schemas, security, decisions, enforcement actions, outages, errors, data loss, delays, or changes.

You acknowledge and agree that:

• your use of each Platform remains subject to that Platform’s terms, and in any conflict, the Platform’s terms control as to that Platform’s services;
• you remain solely responsible for your listings, product data, pricing, promotions, tax settings and compliance on each Platform;
• Platform actions may affect the functionality of the Service;
• data synchronization may be delayed, incomplete, or fail due to Platform limitations or changes; and
• Indexync is not liable for any losses, penalties, account suspensions, delistings, revenue impact, or business disruption arising from Platform actions or inactions.

Indexync does not guarantee continued compatibility with any Platform, even if previously supported.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Indexync is not liable for indirect, punitive, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, use, or data or business interruption.

To the maximum extent permitted by applicable law, our total liability for all claims in aggregate is limited to the fees you paid in the 12 months immediately preceding the event giving rise to liability. The foregoing cap and exclusions do not apply to liability that cannot be excluded under applicable law.

We are not liable for any loss resulting from third-party Platform actions, outages, suspensions, changes, or API limitations.

14. Disclaimer of Warranties

The Service is provided “as is” and “as available”. We disclaim all warranties, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not guarantee uninterrupted or error-free operation or that the Service will meet your requirements or be compatible with all Platforms and configurations. We do not warrant that the Service ensures compliance with tax, consumer protection, product safety, or Platform policies.

15. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed and construed in accordance with the laws of Singapore.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force.

The seat of arbitration shall be Singapore. The arbitration shall be conducted in English. The tribunal shall consist of one (1) arbitrator, to be appointed in accordance with the SIAC Rules.

The arbitration proceedings and any award shall be confidential.

Nothing in this clause prevents Indexync from seeking injunctive or interim relief from any court of competent jurisdiction to protect its intellectual property, confidential information, or security interests.

Users waive any right to participate in class or representative proceedings.

16. Changes to Terms

We may modify these Terms from time to time by posting an updated version with a ‘Last Updated’ date. Continued use of the Service after the effective date of the update constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and, if applicable, cancel through your relevant billing channel.

17. Termination

We may suspend or terminate your Account immediately by providing written notice for breaches, security risks, suspected fraud, Platform enforcement, or in accordance with legal requirements. We may also suspend access to specific store connections that cause or risk a violation.

Upon termination, your right to use the Service will cease, but provisions that should survive termination will survive.

We will not delete Merchant Data solely due to termination unless you request deletion or as required by applicable laws, subject to the Privacy Policy and our retention obligations. We may permanently delete Merchant Data after a reasonable retention period following termination and have no obligation to retain data beyond such period.

Indexync is not liable for losses arising from suspension or termination.

18. Indemnification

You agree to indemnify and hold harmless Indexync and its affiliates, officers, directors, and personnel from and against any third party claims, damages, losses, and expenses (including reasonable legal fees), including claims brought by customers, regulators, or Platforms, arising from: (a) your use of the Service; (b) your Content and Merchant Data; (c) your breach of these Terms, applicable laws, or Platform rules; or (d) alleged infringement or violation caused by your products, listings, content or configurations.

19. Entire Agreement

These Terms constitute the entire agreement regarding the Service and supersede prior understandings.

If you subscribe through a marketplace (e.g., Shopify), that marketplace’s billing terms shall take precedence solely with respect to billing for that subscription in the event of conflict.

20. Confidentiality

20.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (“Receiving Party”), whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, operational, financial, product, roadmap, pricing, security, and proprietary information. For avoidance of doubt, Indexync’s Confidential Information includes the Service, its underlying software, source code, architecture, algorithms, documentation, pricing structures, security measures, product roadmap, and technical or business information relating to the operation of the Service.

20.2 Obligations of Confidentiality

The Receiving Party shall:

• use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms;
• not disclose the Confidential Information to any third party except as expressly permitted under these Terms; and
• protect the Confidential Information using reasonable measures no less stringent than those it uses to protect its own confidential information of a similar nature.

20.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its affiliates, employees, contractors, professional advisers, insurers, or auditors on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less protective than those set out in these Terms. Disclosure may also be made where required by applicable law, regulation, or court order.

20.4 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes publicly available through no breach of these Terms;
• was lawfully known to the Receiving Party without restriction before disclosure;
• is independently developed without use of or reference to the Confidential Information; or
• is lawfully received from a third party without breach of any confidentiality obligation.

20.5 Residual Knowledge

Nothing in these Terms restricts Indexync’s use of general knowledge, skills, and experience retained in the unaided memory of its personnel, provided that no Confidential Information is intentionally disclosed or used.

20.6 Injunctive Relief

Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive or equitable relief, without the requirement to post bond, in addition to any other remedies available at law.

20.7 Survival

The obligations in this clause survive termination or expiry of these Terms. Obligations relating to trade secrets survive for so long as such information remains a trade secret under applicable law.

21. Force Majeure

Indexync shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, internet outages, Platform failures, governmental actions, labor disputes, or failures of third-party service providers.

22. Notices

We may provide notices by email to your Account email, in-app, or by posting to our website. You consent to receive electronic communications for contractual purposes.

23. Survival

The provisions relating to Taxes and Fees, Intellectual Property, User Content and Merchant Data, Confidentiality, Analytics and Performance Monitoring, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Third Party Platform Dependency and Risk, Assignment, No Waiver, Third Party Rights, and any provisions which by their nature are intended to survive termination or expiry, shall survive termination or expiry of these Terms.

24. Third Party Rights

These Terms are agreed between you and Indexync. A person who is not a party to these Terms shall have no right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 2001 of Singapore.

25. No Waiver

No failure or delay by Indexync in exercising any right, power, or remedy under these Terms shall operate as a waiver of that or any other right, power, or remedy. Any waiver must be in writing and signed by an authorised representative of Indexync. A waiver of any breach shall not constitute a waiver of any subsequent or continuing breach.

26. Assignment

You may not assign, transfer, or novate any of your rights or obligations under these Terms, in whole or in part, without Indexync’s prior written consent. Indexync may assign, transfer, or novate these Terms, in whole or in part, without restriction, including in connection with any merger, acquisition, corporate reorganisation, or sale of assets. Any attempted assignment in breach of this clause shall be void.

27. Contact Us

If you have any questions about these Terms, contact us at hello@indexync.com.