Effective 31 July 2026 · Last updated 31 July 2026
These Terms of Service ("Terms") form a binding agreement between you (the Shopify merchant installing or using the Service, "you," "User," or "Merchant") and Second Act Labs ("we," "us," "our," the "Operator"), governing your access to and use of Syncline (the "Service"). "Second Act Labs" is a trade name under which the Service is operated and is not represented, and should not be construed, as a registered company, corporation, partnership, or other formal legal entity unless expressly stated otherwise. By installing, accessing, or using the Service, you accept these Terms in full. If you do not agree, do not install or use the Service. If you are accepting these Terms on behalf of a business, you represent that you have authority to bind that business, and both you and that business remain bound by these Terms.
Capitalized terms used but not defined here have the meanings given in the Privacy Policy, which is incorporated into these Terms by reference. In the event of any conflict between the Privacy Policy and these Terms on a matter of liability, availability, or dispute resolution, these Terms control.
Syncline synchronizes product and inventory data between your Shopify store and a Google Sheet it creates in your Google Drive, in the direction(s) and for the fields you configure.
The Service is provided free of charge, on a discretionary and at-will basis, by a small operator. You acknowledge and accept that:
You must be at least 18 years old and have the legal authority to connect the Shopify store and Google account you link. You are responsible for maintaining the confidentiality of your Shopify admin and Google account credentials and for all activity that occurs under them.
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes, terminable by us at any time and for any reason. You may not: reverse engineer, decompile, or attempt to extract source code from the Service; resell, sublicense, or provide the Service to third parties as your own; use the Service to build a competing product; circumvent rate limits or security measures of Shopify or Google; or use the Service in violation of any applicable law.
You are solely responsible for:
Syncline propagates the values you or your collaborators enter in the spreadsheet or Shopify admin. It performs format validation where technically feasible but cannot and does not verify business correctness. Edits made in the spreadsheet can change live data in your store, including prices and stock levels, and may be visible to your customers immediately. You are solely and entirely responsible for reviewing changes before they take effect and for any consequence of inaccurate data reaching your live store, including lost sales, mispriced orders, overselling, chargebacks, or reputational harm. We bear no responsibility for the content you choose to sync. As a safety measure only, deleting a row in the sheet does not delete the corresponding Shopify product; such rows are flagged for manual review, but this is a convenience feature, not a guarantee, and we accept no liability if it fails to operate as expected.
The Service is software, and like all software, it may contain bugs, defects, or edge cases that its developer did not anticipate, including but not limited to: incorrect mapping of fields between Shopify and the spreadsheet; rows or products being overwritten, duplicated, mismatched, or written to the wrong item; updates being dropped, delayed, or applied out of order; partial failures where a sync completes on one platform (Shopify or Google) but not the other, leaving the two systems in an inconsistent state; corruption of spreadsheet formatting or structure; or complete loss of synced data, whether caused by a defect in the Service, an unannounced change to the Shopify or Google API, network or infrastructure failure, or any other cause.
Two-way, automated synchronization between independently operated third-party platforms is inherently more failure-prone than a single, self-contained application, because it depends on the continued compatibility and correct behavior of systems we do not build, do not control, and cannot fully test against. You accept this as an inherent characteristic of the Service, not a defect specific to it.
We make no warranty, express or implied, that any sync will be accurate, complete, timely, or free of data corruption or loss, regardless of cause, and any such outcome — however caused, including by a bug or defect in the Service itself — is fully subject to the disclaimer of warranties in Section 13 and the limitation of liability in Section 14, without exception.
To reduce your own exposure to the risks described in Section 7.2, we strongly recommend, as a matter of prudent practice, that you:
These recommendations are provided for your own risk management and do not expand any obligation on our part. Following them does not create a warranty or guarantee where none is otherwise given under these Terms, and not following them does not shift any obligation back to us; in either case, the disclaimers in Section 13 and the liability limits in Section 14 govern in full. Where relevant to any dispute, your failure to follow reasonable, disclosed testing and verification practices such as these may be considered evidence of your own contribution to any resulting loss.
The Service is currently offered free of charge, with usage limits disclosed in-app, which may change at any time at our discretion. No payment obligation arises from your use of the Service. We reserve the right to introduce paid tiers in the future; any such change would require your affirmative action to opt in, and existing free usage carries no entitlement to continued free access.
We do not guarantee uninterrupted, error-free, secure, or continuous operation of the Service. You acknowledge and accept that:
We may suspend, restrict, modify, or permanently discontinue the Service, in whole or in part, at any time, for any reason or no reason, without prior notice, and without any liability, refund, or compensation obligation of any kind. This includes discontinuation arising from circumstances personal to the Operator (including but not limited to changes in availability, priorities, health, financial circumstances, or loss of interest in continuing to operate the Service), as well as commercial or technical reasons.
You acknowledge that:
The Service, including its software, design, and branding, is owned by the Operator or its licensors and protected by intellectual property laws. These Terms grant you no ownership rights in the Service. You retain all rights to your Store Data and spreadsheet content.
The Service interoperates with Shopify and Google, which are independent third parties governed by their own terms and privacy policies. We are not responsible for their availability, changes to their APIs, their security practices, or their handling of your data. Your use of Shopify and Google remains subject to your separate agreements with them, and any failure, outage, policy change, or security incident on their part is entirely outside our control and outside our liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SECURITY, OR UNINTERRUPTED, CONTINUOUS, OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, REMAIN AVAILABLE FOR ANY PARTICULAR PERIOD OF TIME, BE SECURE FROM INTRUSION, OR BE FREE OF DEFECTS. YOU ACCEPT THE SERVICE ENTIRELY AT YOUR OWN RISK. NOTHING IN THIS SECTION LIMITS ANY WARRANTY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) THE OPERATOR, AND ANY OFFICERS, EMPLOYEES, OR CONTRACTORS ASSOCIATED WITH THE SERVICE, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE, REGARDLESS OF THE CAUSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, LOSSES ARISING FROM: SERVICE UNAVAILABILITY, DOWNTIME, OR PERMANENT DISCONTINUATION FOR ANY REASON, INCLUDING REASONS PERSONAL TO THE OPERATOR; INCORRECT, DELAYED, DUPLICATED, OR FAILED SYNCS; DATA CORRUPTION, DATA LOSS, OR DATA MISMATCH BETWEEN SHOPIFY AND THE GOOGLE SHEET ARISING FROM ANY BUG, DEFECT, EDGE CASE, OR OTHER ERROR IN THE SERVICE, INCLUDING WHERE ONE PLATFORM IS UPDATED AND THE OTHER IS NOT; UNAUTHORIZED ACCESS TO, OR COMPROMISE OF, YOUR SHOPIFY OR GOOGLE ACCOUNT OR ANY TOKEN OR CREDENTIAL, WHETHER OR NOT CAUSED BY A VULNERABILITY IN THE SERVICE; ANY SECURITY INCIDENT, DATA BREACH, OR UNAUTHORIZED DISCLOSURE AFFECTING DATA WE HOLD; AND THIRD-PARTY ACTS OR FAILURES, INCLUDING THOSE OF SHOPIFY, GOOGLE, OR CLOUDFLARE.
(b) BECAUSE THE SERVICE IS PROVIDED FREE OF CHARGE, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES YOU HAVE ACTUALLY PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. WHERE YOU HAVE PAID US NOTHING, AS IS EXPECTED TO BE THE ORDINARY CASE, OUR AGGREGATE LIABILITY TO YOU IS NIL, TO THE MAXIMUM EXTENT THIS RESULT IS PERMITTED BY APPLICABLE LAW.
(c) NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER THE LAWS OF INDIA, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY PROVEN GROSS NEGLIGENCE, OR FOR PROVEN FRAUD OR FRAUDULENT MISREPRESENTATION BY THE OPERATOR. THIS CARVE-OUT IS INCLUDED SOLELY BECAUSE IT CANNOT LAWFULLY BE CONTRACTED AWAY, AND ITS INCLUSION IS NOT AN ADMISSION THAT ANY OTHER PROVISION OF THIS SECTION IS UNENFORCEABLE.
(d) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED — CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE — AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US, AND WE WOULD NOT PROVIDE THE SERVICE FREE OF CHARGE WITHOUT THEM.
You agree to defend, indemnify, and hold harmless the Operator and any associated officers, employees, and contractors from and against any and all claims, demands, losses, liabilities, damages, and expenses, including reasonable legal fees, arising out of or related to: (a) your use or misuse of the Service; (b) data you enter into the spreadsheet or sync configuration, including any sensitive, unlawfully obtained, or third-party personal data; (c) your violation of these Terms or any applicable law; (d) your violation of any third-party right, including rights of your own customers, suppliers, or staff whose data you may have caused to be processed through the Service in breach of Section 6; and (e) any dispute between you and your own customers or business partners arising from data synced through the Service.
We will make commercially reasonable efforts, appropriate to our size as a small, independently operated project, to investigate and respond to security incidents affecting the Service. This is an operational commitment only and does not create any warranty, guarantee, or expanded liability beyond what is stated in Section 14, which governs exclusively.
Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, epidemic or pandemic, governmental action or restriction, labor disputes, internet or telecommunications failures, failures of third-party infrastructure or APIs (including Shopify, Google, or Cloudflare), power outages, or cyberattacks. For the avoidance of doubt, this Section supplements, and does not limit, the broader discretionary rights to suspend, modify, or discontinue the Service set out in Sections 3, 9, and 10, which apply regardless of whether an event qualifies as force majeure.
These Terms remain in effect while you use the Service. You may stop using the Service and terminate this agreement at any time by uninstalling it from your Shopify admin. We may suspend or terminate your access at any time, with or without cause and without notice, for any reason, including but not limited to: breach of these Terms; conduct that risks harm to the Service, other users, or third parties; extended inactivity; or discontinuation of the Service under Section 10.
Upon termination for any reason: your license to use the Service ends immediately; syncing stops; data handling follows Section 12 and Section 18 of the Privacy Policy; we owe you no obligation of data export, transition support, or continued access beyond what applicable law strictly requires; any spreadsheet already created remains in your own Google Drive as a matter of how Google's platform works, not as an obligation of ours; and provisions that by their nature should survive termination will survive, including Sections 13, 14, 15, 20, and 21.
These Terms, and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes), are governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles.
Any dispute shall first be attempted to be resolved through good-faith informal negotiation by emailing syncline@secondactlabs.io. If unresolved within 30 days, the dispute shall be referred to and finally resolved by arbitration seated in Delhi, India, conducted in English by a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996, and the award rendered shall be final and binding on both parties. Each party bears its own costs of arbitration unless the arbitrator determines otherwise. To the extent any matter is not subject to arbitration, or interim relief is sought, the courts at Delhi, India shall have exclusive jurisdiction, and you consent to that jurisdiction and waive any objection to venue or forum non conveniens.
You agree that any claim must be brought in your individual capacity and not as part of any class, consolidated, or representative action, to the extent permitted by law.
This Section governs the resolution of disputes between you and the Operator under this contract. It does not, and cannot, override any right you may separately hold under mandatory law of your own place of residence that cannot lawfully be waived by agreement — but the Operator's position is that this Section applies to the fullest extent permitted, and any User who is unwilling to accept Indian law and arbitration/venue as the exclusive mechanism for resolving disputes with us should not use the Service.
We may update these Terms at any time, at our sole discretion, effective upon posting unless otherwise required by law. We may, but are not obligated to, provide notice of changes via the email associated with your account or in-app notice. Continued use of the Service after a change takes effect constitutes acceptance. If you do not agree to updated Terms, your only remedy is to stop using the Service and uninstall it.
Second Act Labs
Email: syncline@secondactlabs.io