API AND CONTENT LICENSE AGREEMENT

Please read carefully this Synthesis AI API and Content License Agreement (this “Agreement”), which is an agreement between us (as defined in Section 1.1 below), with offices at 77 Geary St., Suite 615, San Francisco, CA 94108, and you (as defined in Section 1.1 below).

By clicking the check box or acceptance button presented with these terms or by accessing or using the API and/or Content (“Acceptance”), you will create a legally enforceable contract where you agree to be bound by all terms and conditions of this Agreement without modification. This Agreement takes effect on Acceptance. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

IN ADDITION, DISPUTES ABOUT THESE TERMS MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. For more details, please see Section 13.7.

IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD NOT CLICK THE CHECK BOX OR ACCEPTANCE BUTTON PRESENTED WITH THESE TERMS AND YOU ARE PROHIBITED FROM ACCESSING OR USING THE API OR THE CONTENT.

1.          DEFINITIONS

1.1.  Unless expressly defined elsewhere, the following definitions shall apply:

Content”: means any content, including images, associated labels, and metadata, which is either (i) generated by you through the use of the SAI API or (ii) ordered by you and delivered by us;

Force Majeure Event” shall have the meaning in Section 11.2 below;

License Terms”: means the rights set out in Section 4.1 and the restrictions in Section 4.2 which together govern your use of the SAI API and/or Content if you have purchased a license from us;

SAI API”: means our cloud-based application programming interface (API) used to generate Content;

Site” means our website which is accessible at www.synthesis.ai;

we”, “our” and/or “us”: means Synthesis AI, Inc.; a Delaware corporation;

you” or “your”: means you, if you are a sole proprietor, or, if you are executing this Agreement on behalf of your employer, then “you” means that employer; and

your Email Address”: means the email address that you provide to us as your official contact email address for notices.

2.          CUSTOMER TYPE RESTRICTION; AUTHORITY; ENTIRE AGREEMENT

2.1.  Individual consumers are not permitted to license the SAI API or any Content from us. As a business customer, you confirm that you have authority to bind any business on whose behalf you are licensing the SAI API and/or any Content.

2.2.  This Agreement constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Agreement.

3.          LICENSING OF SAI API AND/OR CONTENT

3.1.  We are the exclusive owners of the copyright and/or authorized licensor of the copyright in the SAI API and all the Content we may elect to make available to you for licensing. That means that in order to license the SAI API and/or any Content from us you need to enter into this Agreement with us.

3.2.  When you order and pay for the SAI API and/or any Content you are not purchasing the SAI API or any Content, as applicable. You are only acquiring a non-exclusive license to use the SAI API and/or that Content, as applicable, in accordance with the License Terms.

3.3.  You must not therefore use the SAI API or any Content supplied by us other than in strict accordance with the License Terms. If you do use the SAI API and/or any Content supplied by us other than in strict compliance with the License Terms you will be in breach of this Agreement and, without affecting or limiting any other right or remedy available to us, that will result in the immediate and automatic termination of this Agreement. You may also be committing an infringement of copyright.

3.4.  No ownership, copyright or any other rights (other than those set out in the License Terms) in the SAI API or any Content shall pass to you.

4.          LICENSE TERMS

4.1.  Commercial Use License Terms

SAI API License:

We license the SAI API to you on a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, royalty-free basis solely to generate Content for use strictly in accordance with this Section 4.1 and Section 4.2.

Content License:

As a business customer licensed to use any Content supplied by us, you mayincorporate any of the licensed Content into any commercial project such as a showreel, demo, video or game. Subject to your compliance in all material respects with this Agreement, this license is perpetual, without restriction as to territory or medium, except as may be set forth in this Agreement. You may also sell, license or distribute any commercial project, showreel, demo, video or game that incorporates any licensed Content provided that the licensed Content cannot be extracted. Notwithstanding the foregoing, you may use, publish or display a non-substantial portion of the licensed Content for presentations, demos or publications.

4.2.  Restrictions that apply to your use of the SAI API and the Content

You may not without our prior written consent:

(a) re-sell (or authorize a third party to re-sell) or otherwise distribute the SAI API or any of the Content;

(b) incorporate any Content into a logo, corporate ID, trademark or service mark;

(c) use any of the Content for any pornographic, defamatory or otherwise unlawful use or in conjunction with any pornographic, defamatory or otherwise unlawful material; or

(d) make the SAI API or any of the Content available in a manner that allows or permits a third party to download, extract, redistribute or access the SAI API or any of the Content as a standalone file (except as set forth in Section 4.1 above with respect to a non-substantial portion of the licensed Content).

5.          OUR RIGHT TO MODIFY THIS AGREEMENT

5.1.  We may modify this Agreement from time to time in the following circumstances:  

(a) changes in how we accept payment from you; 

(b) changes in applicable laws and regulatory requirements;

(c) changes in the SAI API or any Content or products that we offer;

(d) changes in the market conditions affecting our business; and

(e) changes in our system’s capabilities.

5.2.  Every time you download the SAI API or order any Content from us, the Agreement in force at that time will apply.

5.3.  Whenever we revise this Agreement in accordance with this Section 5, we will keep you informed and give you notice of this by email stating that this Agreement has been amended. Where the revisions are such that you can no longer use the licensed Content, we will reimburse you a pro-rated portion of the licensed Content fees commensurate with the impact of our revisions, as determined in our sole and reasonable discretion.

6.          DELIVERY

6.1.  Your order will be fulfilled by our making digital access to the SAI API and/or licensed Content, as applicable, available to you by email notification.

6.2.  Delivery will be completed when we have made digital access to the SAI API and/or licensed Content, as applicable, available to you and sent the notification email.

7.          PRICING

7.1.  The prices for the Content you are licensing from us are set forth on the Website.  Prices for our Content may be modified by us at any time, without prior notice, and will be effective when we post such updated pricing on the Website, but changes will not affect any order which we have confirmed as set forth in Section 6.2.

7.2.  You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content.

8.          PAYMENT PROCESS AND RELATED TERMS

8.1.  Your credit card on file will be charged monthly or if your account reaches the minimum balance specified by us. We will endeavor to notify you that the credit card on file has been charged but your credit card will be charged regardless of whether we notify you. All fees paid are non-refundable and not subject to set-off or deduction. As we are a U.S. entity, all fees quoted and charged to you are payable in U.S. dollars. If you fail to pay any fees in full within the time specified, we may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by us in collecting past due amounts.

9.          CONFIDENTIALITY

9.1.  Definition of Confidential Information. “Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances.  The SAI API, this Agreement, and our 3-D models are included in our Confidential Information.  Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, (c) is obtained by the Receiving Party from a third party not under an obligation of confidentiality, or (d) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.

9.2.  Obligations.  The Receiving Party will use reasonable care to (a) not use the Disclosing Party’s Confidential Information for any purpose outside of the scope of this Agreement, or reverse engineer, decompile or disassemble any such Confidential Information, including specifically our 3-D models, and (b) limit access to the Disclosing Party’s Confidential Information to its employees and contractors who need access to the Confidential Information for any purpose not outside of the scope of this Agreement and who have agreed to confidentiality provisions with the Receiving Party consistent with the obligations set forth herein.

9.3. Compelled Disclosure.  Each party may disclose the other party’s Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party’s cost to contest or limit the disclosure.  If the Receiving Party is compelled to disclose the Confidential Information, the Receiving Party will disclose the minimum extent of Confidential Information necessary.

10.        LIMITATION OF LIABILITY; INDEMNIFICATION

10.1.  Nothing in this Agreement limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability the limitation or exclusion of which is prohibited under California law.

10.2.  Subject to Section 10.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

(a) any loss of profits, sales, business, or revenue;

(b) loss or corruption of data, information or software;

(c) loss of business opportunity;

(d) loss of anticipated savings;

(e) loss of goodwill; or

(f) any indirect or consequential loss.

10.3.  Subject to Sections 10.1 and 10.2, our total cumulative liability to you in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the price you paid for the relevant Content.

10.4.  Except as expressly stated in this Agreement, we do not give any representation, warranties or undertakings in relation to the SAI API or any Content. Any representation, condition or warranty which might be implied or incorporated into this Agreement by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the SAI API or any Content is suitable for your purposes.

10.5.  You agree to defend, indemnify and hold harmless us, our parent, subsidiaries, affiliates and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any Content outside the scope of this Agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with us; and (iii) your failure to obtain any required release for your use of the SAI API and/or any Content.

11.        FORCE MAJEURE

11.1.  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by a Force Majeure Event. A Force Majeure Event is defined below in Section 11.2. 

11.2.  A “Force Majeure Event” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks.

11.3.  If a Force Majeure Event takes place that affects the performance of our obligations under this Agreement:

(a) we will send you an email to your Email Address as soon as reasonably possible to notify you; and

(b) our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of the SAI API and/or any Content to you, we will deliver the SAI API and/or the Content, as applicable, to you once the Force Majeure Event is over.

12.        COMMUNICATIONS BETWEEN US

12.1.  When we refer, in this Agreement, to “in writing”, this will include email.

12.2.  If we have to contact you or give you notice in writing, we will do so by email or by letter to the address you have provided to us.

12.3.  Please note that any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an email is sent, or three days after the date of mailing of any letter.

12.4.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the mail and, in the case of an email, that such email was sent to the specified email address of the addressee. The provisions of this Section shall not apply to the service of any proceedings or other documents in any legal action.

13.        OTHER IMPORTANT TERMS

13.1.  We may assign this Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such assignee agrees to be bound by these terms.

13.2.  You may only assign your rights or your obligations under this Agreement to another person if we agree in writing.

13.3.  This Agreement is between you and us. No third party shall have any rights to enforce any of its terms.

13.4.  If one or more of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

13.5.  No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

13.6.  No terms or conditions of this Agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by us and accepted by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order sent by you, the terms of this Agreement will apply.

13.7.  This Agreement will be governed by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement shall be finally settled by binding, confidential arbitration in San Francisco, CA by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”). The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, we shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in our opinion, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two (2) years of the acts, events or occurrences giving rise to the claim.