Acceptable Use Policy

Synthera™ Acceptable Use Policy

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1. Your Agreement with Synthera

Thank you for your interest in Synthera Corp.’s (“Synthera”) Chameleon Software. This Acceptable Use Policy (“AUP”), along with the “Privacy Policy” and “Subscription and Cancellation Terms”, govern your use of and access to our website and customer support (“Services”), and your installation and use of any software that we make available to you, including, without limitation, desktop applications, Assets (defined below), scripts, instruction sets, and related documentation (collectively, the “Software”). This AUP, the Privacy Policy, and Subscription and Cancellation Terms are collectively known as the “Agreement.”

If you have access to the Services and Software through an account owned by you as an individual, your account is a “Personal Account” you are a “Personal User” and all references to “you” in this Agreement mean you as an individual. If you have access to the Services and Software through an account owned by an entity and not by an individual, then your account is a “Business Account,” you are a “Business User” and all references to “you” in the Agreement mean such Business and all its Business Users, as applicable.

If you agree to the terms of this Agreement, please continue with your purchase from Synthera’s website. If you do not agree to the terms of this Agreement, please do not continue with the purchase process. You may contact us at contactus@syntheracorp.com if you would like to discuss an Enterprise package that may contain different terms. Except as provided herein, all sales of licenses to the Software are non-refundable.

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

We may amend this AUP, the Privacy Policy and/or the Subscription and Cancellation Terms at any time with prior notice to you via the email address you provided during the purchase process. If you do not agree to the new or amended terms sent to you, please immediately terminate your account on the account page on our website or contact us at contactus@syntheracorp.com.

We may change our pricing structure at any time with prior notice to you via the email address you provided during the purchase process. If you do not agree to the new pricing structure sent to you, please terminate your account on the account page on our website or contact us at contactus@syntheracorp.com.

2. Technical Requirements

You must have an internet connection to download, install and use the Software. The Software is compatible with Windows 11 operating system run on a personal computer.

3. Use and License of Services and Software

Subject to your compliance with the AUP and applicable law, we hereby grant you a non-exclusive, world-wide, limited, non-transferable, non-sublicensable revocable right for you to download, install, access and use the Software that we make available to you, and that you license from us (“User License”). Your User License is personal to you (whether you are a Business User or a Personal User) and you may not share your User License with any other person. You may not share your access or password to the Software with any other person. You may download the Software made available to you under your User License to an unlimited number of devices, provided that you may not use the Software on more than one device at any given time.

As part of the Services and Software made available to you under your User License, Synthera will provide you with access to certain “Assets,” including, for example, actors, animations/motion captures, vehicles, items, images, and graphics. Subject to your compliance with the AUP and applicable law, we grant you a personal, non-exclusive, non-sublicensable and non-transferable license to use the Assets within the Software for the sole purpose of creating the “Output” (e.g., images, annotations, metadata and scripts, and any other file created by the Software while it is running) into which the Assets are embedded. You may modify the Assets within the Software prior to embedding them in the Output only as enabled by the Software. Under no circumstance and in no way, and notwithstanding anything else in this Agreement, can you use, copy, display, perform, or distribute the Assets on a stand-alone basis, outside of the Output.

If enabled in the Software made available to you under your User License, you may import your own assets to be used within the Software for the sole purpose of creating the Output. You hereby agree not to import any asset into the Software unless you have the legal right to do so, either because you own the asset or because you have a license to the asset that permits such import and use. Synthera will gain no right or license in or to any assets that you import into the Software as permitted by this section, and, as between you and Synthera, you retain all right and license in those assets.

At the end of your license term, your User License will expire as set forth herein, in your order document(s), or in the Subscription and Cancellation Terms.

Synthera (and our licensors, as applicable) remains the sole owner of all right, title, and interest in the Services and Software. Except as stated in the AUP, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights with respect to the items in the Services or Software. This means you may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. This further means that you may not install, copy, use, or distribute the Software, Services, or any portion thereof except as expressly permitted herein. We reserve all rights not granted under the AUP.

4. Output

THIS SECTION APPLIES ONLY IF YOU HAVE A PAID ACCOUNT:

Output Storage

The Software will generate the Output. You may store the Output locally or on a cloud platform. Synthera will not receive a copy of the Output and will not store the Output for you. You are responsible for any loss of the Output and Synthera bears no responsibility therefor.

Ownership

Synthera will own all rights and title to the Output, and hereby grants to you (as either a Business or individual, as clarified below) a perpetual, world-wide, royalty-free, irrevocable, non-transferable, non-sublicensable exclusive license to the Output. This license to the Output includes all copyright, trademark, patent, trade secret, and other intellectual property rights, along with all rights of use, reproduction, and enforcement appurtenant thereto, provided that this license (1) does not include the use of any trademark owned by Synthera except as part of the use of the Output permitted hereunder, and (2) does not permit distribution, sale, license or other disposition of the Output. If you are a Business User or a Personal User and your use is intended for the benefit of your employer, the Output is licensed to the Business and may be shared with other individuals so long as those other individuals are employees, owners, or officers of, or a contractor working exclusively for, that Business. If you are a Personal User and your use is intended for the benefit of you, the Output is licensed to you as an individual.

You are permitted to use the Output to train Artificial Intelligence models, provided that the output of any such model (“AI Output”) cannot output any exact copies of, or copies that are substantially similar to, the Output. You are permitted to use the Output to generate and sell (or otherwise dispose of, such as via sub-license) any analyses derived from the Output including AI Output, conclusions, recommendations, insights, interpretations, algorithms, findings, syntheses, machine learning output and the like (cumulatively, “Analyses”) to third-parties, provided that you may not use the Output to train or enable any product that is intended to compete with the Software, or to create character generation and animation systems. All use of AI must comply with applicable local, national, and international laws and regulations, including privacy and intellectual property laws (including rights of privacy and of publicity) and regulations. All use of AI must be in a non-discriminatory, non-offensive, and non-harmful manner and must respect human rights and dignity.

The licensee of the Output will be the owner of all right and title in and to the Analyses and Synthera will have no right thereto (except that Synthera will continue to own any trademark owned by Synthera that is displayed in the Analyses and will continue to own the Output).

Synthera will not receive a copy of the Output or the Analyses and you should not forward a copy of the Output or the Analyses to Synthera unless you choose to do so in response to a specific request from Synthera (for example, if you request service or help from Synthera, Synthera may ask that you forward a copy of the Output to it).

You may contact Synthera at contactus@syntheracorp.com if you would like discuss extending your User License to any use not expressly permitted herein as part of an Enterprise package. Any license extension will be valid only if it is in a writing signed by you and by Synthera.

THIS SECTION APPLIES ONLY IF YOU HAVE A FREE, NON-PAID ACCOUNT AS PART OF A TRIAL:

Output Storage

Ownership

Synthera will own all rights and title to your Output, and hereby grants to you (as either a Business or individual, as clarified below) a perpetual, world-wide, royalty-free, irrevocable, non-transferable, non-sublicensable exclusive license to the Output. You are permitted to use the Output to train Artificial Intelligence models, provided that any such model cannot output (“AI Output”) any exact copies of, or copies that are substantially similar to, the Output. Any use of AI is expected to comply with local laws and regulations, and respect human rights. You are permitted to use the Output to generate any analyses derived from the Output including AI Output, conclusions, recommendations, insights, interpretations, algorithms, findings, syntheses, machine learning output and the like (cumulatively, “Analyses”,) provided that you may not use the Output to train or enable any product that is intended to compete with the Software, or to create character generation and animation systems. Synthera will own all rights and title to the Analyses and hereby grants to you (as either a Business or individual, as clarified below) a perpetual, world-wide, royalty-free, irrevocable, non-transferable, non-sublicensable exclusive license to the Analyses. These licenses to the Output and Analyses include all copyright, trademark, patent, trade secret, and other intellectual property rights, along with all rights of use, reproduction, and enforcement appurtenant thereto, provided that these licenses (1) do not include the use of any trademark owned by Synthera except as part of the use of the Output or Analyses permitted hereunder, and (2) does not permit any distribution, commercialization, sale, license or other disposition of the Output or of the Analyses. If you are a Business User or a Personal User and your use is intended for the benefit of your employer, the Output and Analyses are licensed to the Business and may be shared with other individuals so long as those other individuals are employees, owners, or officers of, or a contractor working exclusively for, that Business. If you are a Personal User and your use is intended for the benefit of you, the Output and Analyses are licensed to you as an individual.

5. Further License Restrictions.

You agree that you will not:

Take screenshots of or otherwise copy the Software, including any portion, Asset, or image thereof and including any Output;

Record the Software via a screen recorder or any other means, including any portion, Asset, or image thereof and including any Output;

Use the Services and Software without, or in violation of, a written license or agreement with Synthera;

Enable or allow others to use the Services and Software using your account information;

Copy the Services, Software, or any part thereof, except as required for the creation of your Output;

Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software, the Assets, or any part thereof;

Remove, delete, alter, or obscure any trademarks or any copyright, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof;

Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time;

Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software; or

Permit any employee, owner, or officer of, or contractor working exclusively for, a Business to retain any copy of the Software, Output, Assets, or Analyses when that person is no longer an employee, owner, or officer of, or a contractor working exclusively for, the Business.

Any violation of this Section will be considered a material breach of this Agreement and your Account, access and license to the Software may be immediately terminated. Synthera reserves the right to any and all remedies it may have under law and equity in the event that you breach any clause of this Section.

6. No Competition

You are not permitted to create a software that is substantially similar to the Software or that is used for substantially the same purpose of the Software during the Term, even if such software is created only for internal use. You are not permitted to market, advertise, sell, license, or otherwise share a software that is substantially similar to the Software or that is used for substantially the same purpose of the Software during the Term and for one year after the Term has ended in accordance with this Agreement.

7. Your Account

Account Information

You, as a Personal User or a Business User, are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. You may not (A) share your account information (except with an authorized account administrator); or (B) use another person’s account. Your account administrator may use your account information to manage your use of and access to the Services and Software.

Account Security

You are responsible for taking reasonable steps to maintain the security and control of your account. Synthera may require you to enable multi-factor authentication and provide a phone number or an alternate email for security purposes. Synthera assumes no responsibility for any loss or security breach that you may sustain due to a compromise of your account login credentials, or your failure to follow or act on any notices or alerts that we may send to your email address or telephone number. You are responsible for keeping your email address and telephone number up to date to receive any notices or alerts that we may send you. We assume no responsibility if you are unable to access your Synthera Account because you cannot provide the appropriate login credentials, such as a password, email address, or telephone number. If you suspect that your Synthera account or any of your security details have been compromised, please contact contactus@Syntheracorp.com.

Account Activity

You are responsible for keeping your account active, which means you must sign in and use your account periodically to ensure continued access to the Services and Software. If the Term has ended in accordance with this Agreement, Synthera may delete your account and disable any features of the Services and Software if you do not access your Account within any twelve (12) month period.

If your User License has been granted for a trial period, you are not permitted to open a new account (e.g., with a different email address) for any further or additional trial period.

Monitoring

The Software will automatically alert Synthera to (1) each application, Asset and scenes you downloaded, and at what time, (2) images you used the Software to generate, (3) your login times and duration; and (4) your device’s IP address. After you have generated the maximum amount of Output images permitted under your account or your account has terminated due to passage of time, whichever the case may be, you will no longer have the ability to download and store Output. You will retain the ability to run the Software; however, the Output cannot be downloaded or saved. You are not permitted to download, copy, take screenshots of, record, or in any other way preserve the Output images generated one you have reached the maximum number of Output images permitted under your Account.

8. Subscription and Cancellation Terms

Refund, Auto-Renew, and Cancellation Terms

All sales are final except as provided in https://www.2co.com/terms.html?MOR=active#id_03_en.

If You Have Purchased a Time-Based Account:

The initial term of this Agreement will begin on the day you complete the purchase on Synthera’s website and will end after one complete calendar month. If you have enabled auto-renew during the purchase process, you will be billed on the same day each month for an additional one-month extension of the initial term. (The initial term and all extensions to the initial term is collectively the “Term.”) You many opt-out of auto-renew at any time by logging in to your account on our website. You must opt-out of auto-renew at least five (5) days before your next billing date or you will be billed for the next month (and your Term will be extended accordingly). If you fail to pay the amount due within five days of the due date (e.g., if your automatic payment fails), your Term will immediately end and this Agreement will immediately terminate.

If you have purchased a subscription without auto-renew, you will be billed monthly to continue the Term of this Agreement. If you fail to pay the amount due within five days of receipt of the monthly bill, your Term will immediately end and this Agreement will immediately terminate. You may cancel your subscription at any time by logging in to your account on our website.

At the end of the Term, your password to the Software will no longer work and you will no longer have the ability to log in to use the Software on any device. This Agreement will remain in full force and effect following the expiration of the Term, except that your license to download, install, access, or use the Software and Assets in any way will immediately terminate.

If You Have Purchased an Images Based Account

The Term of this Agreement will begin on the day you complete your purchase of the Software on Synthera’s website and will end after you have created the maximum number of Output images permitted under your account. You may extend the Term by logging in to your account on our website.

Cancellation or termination will not limit any of Synthera’s rights or remedies at law or in equity.

9. Customer Support Services

You many contact us at any time for customer support at contactus@syntheracorp.com, even if you do not have an account or your account has terminated in accordance with this Agreement. You agree that all communications exchanged between you and Synthera, including any feedback that you provide to Synthera, are the confidential property of Synthera and you are under an obligation to keep that information private. You hereby assign all feedback to Synthera without limit or restriction. Nothing in this paragraph affects the rights and restrictions on the Output and Analyses discussed above in Sections 2 and 3.

10. Warranties.

SYNTHERA MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-SYNTHERA-BRANDED PRODUCTS, SERVICE, MAINTENANCE OR SUPPORT EXCEPT AS OTHERWSIE PROVIDED HEREIN. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED BY SYNTHERA “AS IS” AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY SYNTHERA.

SYNTHERA MAKES NO EXPRESS WARRANTIES EXCEPT AS STATED HEREIN. SYNTHERA WARRANTIES ARE EFFECTIVE ON PAYMENT IN FULL (EXCEPT IN THE CASE OF A FREE TRIAL IN WHICH CASE THE SYNTHERA WARRANTIES ARE EFFECTIVE UPON DOWNLOAD OF THE SOFTWARE), AND SYNTHERA IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE UNTIL SYNTHERA RECEIVES PAYMENT IN FULL.

INFORMATION PROVIDED BY THE PRODUCT, INCLUDING OUTPUT, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYNTHERA DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS AS TO ITS AND THE OUTPUT’S ACCURACY OR COMPLETENESS. SYNTHERA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE SOFTWARE OR OUTPUT.

THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SYNTHERA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE OR OUTPUT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SYNTHERA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE OR OUTPUT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASE, THE EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM IT CAN UNDER THE LAW.

11. Export Regulation.

The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

12. US Government, State, and Local Municipality Rights.

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

To the extent that any individual State or local municipality has similar restrictions and requirements, your rights are limited accordingly and as applicable.

13. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL synthera BE LIABLE BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR THE SOFTWARE NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SYNTHERA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF FORESEEABLE OR IF SYNTHERA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OR LICENSE OF SOFTWARE OR OUTPUT, SYNTHERA IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE SOFTWARE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNTHERA HAVE ANY LIABILITY FOR ANY CLAIM BY A THIRD-PARTY TO WHICH YOU HAVE PROVIDED ANY ANALYSIS OR OUTPUT. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNTHERA HAVE ANY LIABILITY FOR ANY CLAIM BY A THIRD PARTY FOR INJURY TO PERSON OR PROPERTY OR DEATH.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SYNTHERA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, THE ASSETS, OR THE OUTPUT FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SYNTHERA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OR CUSTOMERS HAVE ANY LIABILITY ARISING FROM OR RELATED TO ACTIONS TAKEN BY ANY END USER THAT VIOLATES THIS AGREEMENT.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SYNTHERA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Waiver.

No waiver by Synthera of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Synthera. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15. Force Majeure.

Synthera shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any terms of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Synthera including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

16. Governing Law.

THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CLIENT AND SYNTHERA ARISING FROM OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY THEREOF, THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT, SYNTHERA’S ADVERTISING OR ANY RELATED PURCHASE OR LICENSE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAW.

17. Indemnification.

You agree to defend, indemnify and hold harmless Synthera and its affiliates and their officers, directors, employees, agents, affiliates, successors, and assigns (“Synthera Parties”), from and against any and all claims, damages, losses, liabilities, judgments, settlements, penalties, fines, awards, costs and expenses, including attorneys’ fees, arising from or related to your use of the Software, Output, Analyses and/or Services, including any such claims concerning damage to person, property, or death. You agree to hold harmless, defend and indemnify any and all Synthera Parties for any acts or omissions you, your employees and independent contractors, and anyone working on your behalf, or any alleged violations of any employment, data privacy, or other applicable laws by you which results in a claim being made against any or all of the Synthera Parties.

18. Severability.

If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision.

19. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.

20. Assignment.

You shall not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Synthera. Any purported assignment or delegation will result in the agreement being voidable and/or voided at Synthera’s sole discretion. Synthera may assign this Agreement at its discretion and in the event of a transfer of ownership.

21. Non-Disparagement.

You agree that you will not make any disparaging statements about Synthera, including any verbal or written statement, on any medium (including online and in print) without first contacting Synthera to discuss the issue that you are having with the Software or the Service.

22. Amendment and Modification.

This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. This AUP, the Privacy Policy and the Subscription and Cancellation Policy constitute the entire agreement between You and Synthera with respect to the Services and Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to thereto.

23. Disputes.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIM. IN ORDER TO EXPEDITE AND CONTROL THE COST OF LITIGATION, YOU AND SYNTHERA AGREE THAT ANY LEGAL OR EQUITABLE DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT AND YOUR USE OF THE SERVICES, OUTPUT OR SOFTWARE WILL BE RESOLVED BY BINDING ARBITRATION. YOU HEREBY WAIVE ANY RIGHT TO HAVE A DISPUTE HEARD BY A JURY TRIAL. YOU HEREBY AGREE THAT YOU WILL BRING ALL CLAIMS, IF ANY, IN YOUR INDIVIDUAL CAPACITY ONLY AND YOU WILL NOT BRING OR JOIN IN ANY CLASS ACTION OR MASS ARBITRATION AGAINST SYNTHERA.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE USE, SALE OR DISTRIBUTION OF THE SOFTWARE, OUTPUT, ANALYSES OR SERVICES, WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN A COURT OF LAW, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT. ARBITRATION SHALL TAKE PLACE IN THE STATE OF DELAWARE, AND UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN FORCE AT THE TIME OF THE DISPUTE.

ANY DISPUTE OR CLAIM AGAINST SYNTHERA ARISING OUT OF OR RELATED TO THE SERVICES, OUTPUT, ANALYSES OR SOFTWARE OR THE TERMS OF THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE OF ACCRUAL OR IT WILL BE DEEMED WAIVED. THIS PROVISION MAY SHORTEN THE STATUTE OF LIMITATIONS IN YOUR JURISDICTION, SO PLEASE TAKE NOTICE.