Version 1.4 Effective Date: September 16, 2025 Last Modified: January 31, 2026

Terms of Service

Welcome to Synthreo! We provide a comprehensive suite of AI-powered tools and professional services designed to revolutionize business operations through intelligent automation and seamless AI integration. Our offerings include the Synthreo Platform (ThreoAI, Builder, and Tenant Management portal) and Managed AI Services (collectively, the “Services”).

These Terms of Service (the “Terms”) are a binding legal agreement between you or the entity you represent (“You,” “Customer,” or “Partner”) and Synthreo, Inc. (“Synthreo,” “we,” “us,” or “our”). These Terms govern your access to and use of our Services, whether as a direct customer or through our authorized partner channel.

By creating an account, signing an Order Form, Partner Agreement, or by accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any other policies or addenda referenced herein. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

Key Points to Understand:

Hybrid Service Model: We provide both software-as-a-service (SaaS) platform access and professional services, often delivered together through our partner channel.
Your Data & Deliverables: You own the content and data you provide to the Services (“Your Data”) and receive appropriate rights to deliverables we create for you through our Managed AI Services.
Service Output: You own all rights to the output and results you generate from the Platform (“Output”). However, AI-generated Output can sometimes be inaccurate and requires your review and validation.
Partner Channel: Our primary go-to-market strategy involves authorized partners who resell our Platform and Managed AI Services, often building entire practices around our offerings.
Fair Use Policy: Our unlimited plans are subject to fair use guidelines to ensure optimal service for all customers.
Credit-Based Billing: Certain Services are billed on a credit-consumption basis, with credit definitions, rates, and balances managed within the Platform.
No Third-Party Beneficiaries: These Terms do not create rights for any third party, including end users of our Partners.
Security: We maintain industry-standard security controls and are actively pursuing formal compliance certifications.

1. Introduction and Agreement to Terms

You may only use the Platform and Services if you are at least 18 years of age or the age of legal majority in your jurisdiction (whichever is higher). By using the Platform, you represent and warrant that you meet this requirement and are legally permitted to enter into a binding agreement.

If you do not agree to these Terms, you may not access or use the Platform or Services.

2. Definitions

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

“Confidential Information” has the meaning set forth in Section 20.1.

“Platform” means the collection of web-based software and tools provided by Synthreo, including Builder, ThreoAI, and the multi-tenant admin portal, along with any associated components, APIs, or user interfaces.

“Builder” means Synthreo’s proprietary no-code agent builder used to create, train, and deploy AI agents, workflows, and process automations.

“ThreoAI” means Synthreo’s customizable end-user AI portal that provides chat-based interaction with AI agents developed through the Platform.

“Admin Portal” means the Synthreo multi-tenant administrative interface that allows managed service providers (MSPs) or enterprise customers to configure environments, manage end-user access, monitor activity, and view subscription usage or invoices.

“Managed AI Services” means professional services provided by Synthreo, including go-to-market support, AI agent development, workflow configuration, integration setup, prompt engineering, training services, and ongoing agent optimization or maintenance.

“Deliverables” means any AI agent, template, workflow, logic, documentation, or outcome created by Synthreo specifically for you as part of the Managed AI Services, whether delivered via Builder, ThreoAI, or any other part of the Platform.

“SOW” or “Statement of Work” means a written document mutually agreed upon by the parties that describes specific Managed AI Services to be performed by Synthreo, along with applicable deliverables, fees, and timelines.

“Third-Party Systems” means any software, platform, database, service, or infrastructure not owned or operated by Synthreo but which may be integrated with the Platform or Services at your request.

“Your Data” means any content, prompts, configurations, text, documents, or other information submitted or made available by you through the Platform or in connection with the Services.

“Site” means the Synthreo marketing website available at synthreo.ai, including its subpages and related content, which may provide information, documentation, or access points for the Services.

“Software Agent” means any downloadable software, script, or code package made available by Synthreo to support data integration, system monitoring, or AI workflow execution in your local or third-party environments.

“Service Credits” means credits applied to your account as compensation for service level failures, calculated as specified in applicable Service Level Agreements.

“Consumption Credits” means the unit of measurement used to meter and bill certain Platform usage, including but not limited to AI model inference, workflow executions, and API calls. Credit definitions, rates, balances, and consumption details are defined and displayed within the Platform.

“Subcontractor” means any third-party service provider engaged by Synthreo to assist in delivering the Services, subject to confidentiality obligations under Section 20 and equivalent security obligations.

“End User” means any individual who accesses or uses the Platform through a Partner’s tenant or deployment, and who is not a direct party to these Terms.

“Underlying AI Models” means the third-party or proprietary large language models, machine learning models, and related AI technologies that power the Platform’s AI capabilities, which may be changed, updated, or replaced by Synthreo at its discretion.

“Client Implementations” means any workflow configurations, automation sequences, business process logic, agent designs, prompt structures, or integration architectures that are specific to the Customer’s or Partner’s operations and are contributed by the Customer or Partner to Synthreo in connection with the Services. Client Implementations exist only to the extent that the Customer or Partner contributes its own proprietary business process logic, unique operational methods, or confidential specifications that are not part of Synthreo Materials and are not general industry practices. As between the parties, the Customer or Partner retains ownership of its Client Implementations.

“Synthreo Materials” means all templates, starter workflows, standard configurations, reference architectures, platform components, tools, frameworks, methodologies, AI models, and pre-built solutions that are created, owned, or provided by Synthreo, whether developed before or during the parties’ engagement, and whether or not customized for the Customer or Partner. Synthreo Materials are and shall remain the exclusive intellectual property of Synthreo.

“Residual Knowledge” means general ideas, concepts, know-how, methodologies, techniques, and experience that are retained in the unaided memories of a party’s personnel who have had access to the other party’s Confidential Information. Residual Knowledge does not include Client Implementations, Confidential Feedback, or any information that constitutes the disclosing party’s trade secrets under applicable law.

“Confidential Feedback” means Feedback (as defined in Section 15.6) that is designated as confidential by the providing party at the time of disclosure by clearly marking it as “Confidential” (or, for oral disclosures, by confirming in writing within ten (10) business days). Confidential Feedback shall be treated as Confidential Information of the providing party.

3. Scope of Services

Synthreo provides both a cloud-based software platform and optional Managed AI Services, as described below.

3.1 Platform Access

Subject to your compliance with these Terms and timely payment of applicable fees, Synthreo grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform (including Builder, ThreoAI, and the Admin Portal) during the applicable subscription term:

For your own internal business operations, or
If you are a service provider, to deliver AI-driven services to your own customers, subject to any user, seat, or tenant limits stated in your Quote.

This license includes access to functionality exposed via the user interface and any official APIs, but does not include any rights to the Platform’s source code, underlying models, infrastructure, or development frameworks.

3.2 Managed AI Services

Synthreo offers Managed AI Services to assist customers in designing, launching, and maintaining AI agents and workflows within the Platform. These services are sold through assumption-of-hours or fixed-fee Quotes, and may include:

AI agent creation, configuration, and refinement
Prompt and workflow design tailored to your processes
Go-to-market consulting and support
Recurring progress reviews and optimization meetings
Training and enablement programs
Custom AI model training and optimization

Quotes may bundle various elements, such as internal use licenses, resale seats, deployment support, and ongoing performance management. Upon your acceptance of a Quote (whether by signature, written confirmation, purchase order, or payment), the Quote becomes part of these Terms by reference.

These services are available to both direct customers (end-user organizations) and channel partners (such as MSPs) deploying Synthreo solutions on behalf of their clients.

3.3 Partner Channel Services

We provide our Services through authorized partners who may:

Resell Platform subscriptions and Managed AI Services
Develop specialized practices around our offerings
Provide additional consulting and implementation services
Serve as the primary customer relationship manager

3.4 Beta and Preview Features

From time to time, we may offer beta, preview, or experimental features (“Beta Features”). Beta Features:

Are provided “as is” without warranties or service level commitments
May be discontinued at any time without notice
Should not be used for production or business-critical applications
May have limited support and documentation

3.5 Modifications to Scope

All material changes to previously quoted services — including expanded deliverables, increased usage, or modified engagement terms — must be confirmed in a new Quote or written amendment. Synthreo may also update the Platform from time to time in its sole discretion, which may include changes to features, performance, integrations, or security.

3.6 Underlying AI Models

The Platform utilizes third-party and proprietary AI models to deliver its functionality. You acknowledge and agree that:

Synthreo may change, update, replace, or discontinue Underlying AI Models at any time, with or without notice, to improve performance, reduce costs, comply with licensing requirements, or for any other operational reason.
Changes to Underlying AI Models may affect the behavior, output quality, latency, or capabilities of AI features within the Platform.
Synthreo will use commercially reasonable efforts to provide advance notice of material model changes that are reasonably expected to significantly affect existing workflows or Deliverables, but cannot guarantee uninterrupted continuity of any specific model.
You are responsible for testing and validating AI outputs following any model changes, particularly for business-critical workflows.
Synthreo does not guarantee the perpetual availability of any specific AI model, model version, or model provider.

4. Fair Use Policy for Unlimited LLM Access

Our Unlimited LLM Access plans are subject to this Fair Use Policy, designed to prevent fraud and abuse while ensuring excellent service for all customers.

4.1 Fair Use Definition

While we don’t set hard token limits on our Unlimited plans, we monitor usage patterns to ensure fair and reasonable use. Usage is considered excessive if it consistently exceeds the average consumption of 99% of customers on similar plans within a given month.

4.2 Fair Use Process

Monitoring: We continuously monitor usage patterns to identify outliers and ensure system stability for all customers.

Engagement: If usage appears excessive, we’ll contact you proactively to understand your use case and explore optimization opportunities. Our goal is to find solutions that work for your business needs.

Solutions: We’ll work collaboratively to find solutions, which may include:

Usage optimization and efficiency improvements
Plan upgrades to higher-capacity tiers
Custom enterprise arrangements with dedicated resources
Implementation of best practices for token efficiency

Enforcement: Only as a last resort, and after good-faith efforts to find alternatives, we may implement usage limitations. We will always contact you before taking any permanent action to limit your access. However, Synthreo reserves the right to implement immediate temporary throttling if usage is causing material degradation of Platform performance for other customers, with notification to the affected customer provided within twenty-four (24) hours.

4.3 Partner Considerations

Partners reselling unlimited plans are responsible for:

Educating customers about fair use expectations
Monitoring their customers’ usage patterns
Coordinating with us on any usage optimization efforts
Ensuring customers understand our collaborative approach to usage management

4.4 Transparency and Communication

We believe in transparency and partnership. If you have questions about your usage or want to discuss your needs proactively, please contact our support team. We’re here to help you succeed with our platform.

5. License Grant and Restrictions

5.1 License to Use the Platform

Subject to your compliance with these Terms and applicable Quotes, Synthreo grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the applicable subscription term for your permitted use as described in Section 3.1.

5.2 License to Deliverables

As part of any Managed AI Services performed under a Quote, Synthreo may deliver AI agents, workflows, configurations, templates, or other work product (“Deliverables”) via the Platform. You are granted a limited license to use these Deliverables in connection with your permitted use of the Platform.

Unless otherwise agreed in writing, Deliverables are not transferable outside of the Platform, and may not be copied, extracted, sublicensed, or repurposed in other systems without Synthreo’s written consent.

5.3 Platform Restrictions

You agree not to:

Copy, modify, adapt, or create derivative works based on the Platform
Rent, lease, resell, or sublicense the Platform to third parties (except as permitted in Quote)
Circumvent usage limits, user caps, credit balances, or technical restrictions applied to your account
Use the Platform to develop competing AI or automation tools
Interfere with or disrupt security, integrity, or performance of the Platform
Use the Platform in violation of any applicable law, regulation, or these Terms
Use robots, spiders, scripts, or automated processes to access/scrape without permission
Frame, mirror, or display portions of the Platform in other applications without authorization
Monitor or replicate features for competitive analysis
Bypass, disable, or interfere with access control or security mechanisms

5.3.1 No Reverse Engineering

Neither party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, data models, model weights, or architecture of any software, platform, or technology of the other party, whether accessed under these Terms, through evaluation access, or otherwise. This restriction constitutes a standalone intellectual property covenant and shall survive expiration or termination of these Terms, regardless of the termination of any license rights granted hereunder.

5.4 API Rate Limits and Technical Restrictions

In addition to fair use policies, the Platform may implement technical restrictions including:

API rate limits to ensure system stability
Concurrent user or session limits
Data storage or processing quotas
Feature-specific usage limitations

These technical restrictions are designed to maintain optimal performance for all users and may be adjusted based on your subscription level.

5.5 Software Agent Terms

If Synthreo provides you with a Software Agent for installation in your local or third-party environments, you agree to:

Install and operate the Software Agent only in accordance with Synthreo’s documentation and instructions
Keep the Software Agent updated to the latest version made available by Synthreo within thirty (30) days of release, unless Synthreo specifies a different timeline
Not modify, reverse engineer, or create derivative works of the Software Agent
Maintain appropriate security controls in the environment where the Software Agent operates
Promptly notify Synthreo of any security incidents involving the Software Agent

Synthreo is not liable for any issues arising from your failure to maintain the Software Agent, your modifications to the Software Agent, or deficiencies in your local environment. You are solely responsible for the security and availability of the infrastructure on which the Software Agent runs.

6. Accounts and Access

6.1 Account Registration

You must provide accurate and complete information to register for an account. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. You must promptly update your account information if any changes occur.

6.2 Authorized Users

You may grant access to your account to your employees or contractors (“Authorized Users”). You are responsible for:

The actions of your Authorized Users and their compliance with these Terms
Ensuring Authorized Users agree to separate User Terms of Service where required
Managing and monitoring Authorized User access and permissions
Promptly removing access for Authorized Users who no longer require it

6.3 Account Security

You must:

Keep your login credentials secure and confidential
Notify us immediately of any unauthorized access to your account
Use strong passwords and enable multi-factor authentication where available
Monitor your account for suspicious activity

We are not responsible for any losses resulting from unauthorized use of your account due to your failure to maintain adequate security.

6.4 Account Suspension

We may suspend your account access immediately and without prior notice if:

You breach these Terms or any applicable policies
Your account is used for illegal or harmful activities
Payment for Services is overdue beyond applicable grace periods
We reasonably believe suspension is necessary to protect our systems or other users

During suspension, you will not be able to access the Platform, but your data will be preserved subject to our data retention policies.

6.5 Effects of Termination

Upon account termination:

Your access to the Platform will cease immediately
You remain responsible for all fees incurred prior to termination
We will provide you with reasonable opportunity to export Your Data for thirty (30) days
After the export period, we may delete Your Data from our systems unless legally required to retain it
Sections of these Terms that by their nature should survive will continue in effect

6.6 Account Transfer Restrictions

You may not transfer, assign, or sell your account to any third party without our prior written consent. Any attempted transfer without consent will be void and may result in account termination.

6.7 Data Retention Upon Account Closure

Following account termination or closure:

Your Data will be available for export for thirty (30) days
After the export period, we will securely delete Your Data unless legal obligations require retention
Anonymized and aggregated data may be retained for platform improvement purposes
Billing and transaction records may be retained as required by law

7. Client Responsibilities

To ensure successful delivery of the Platform and any Managed AI Services, you agree to the following responsibilities, whether you are using Synthreo for internal operations or managing services for your own customers.

7.1 General Cooperation

You agree to:

Provide timely access to personnel, systems, and information reasonably required to support the setup, delivery, or optimization of the Services
Participate in working sessions, reviews, and status calls as reasonably requested by Synthreo
Respond to deliverables or feedback requests within agreed timeframes to avoid disruption to schedules or outcomes

Delays or unresponsiveness on your part may impact Synthreo’s ability to deliver the Services on time or as expected.

7.2 Technical Requirements

Your use of the Services requires appropriate internet connectivity, compatible browsers or devices, and any other technical requirements we may specify from time to time.

7.3 Compliance Obligations

You are responsible for ensuring your use of the Services complies with all applicable laws, regulations, and industry standards relevant to your business, including but not limited to:

Data protection and privacy laws
Industry-specific regulations (healthcare, financial services, etc.)
Export control and trade regulations
Accessibility requirements where applicable

8. Third-Party Systems and Integrations

8.1 Integration Responsibilities

The Platform may integrate with or connect to third-party systems, applications, or services (“Third-Party Systems”) at your request or configuration. You are responsible for:

Ensuring you have appropriate rights and permissions to integrate Third-Party Systems
Maintaining the security and proper configuration of Third-Party Systems
Any costs, fees, or licensing requirements for Third-Party Systems

8.2 Third-Party Disclaimers

Synthreo does not control Third-Party Systems and is not responsible for their availability, functionality, security, or compliance with these Terms. Any issues with Third-Party Systems are between you and the third-party provider.

8.3 Integration Support

While we may provide reasonable assistance with integrations, we do not guarantee compatibility with all Third-Party Systems and may discontinue support for specific integrations at our discretion.

9. Data Privacy and Ownership

9.1 Ownership of Your Data

As between you and Synthreo, you retain all rights, title, and interest in Your Data, including any content, prompts, configurations, files, personal information, or other data submitted to the Platform or shared during delivery of Managed AI Services.

Synthreo does not claim ownership of Your Data and will only access, process, or use it as described in these Terms, our Privacy Policy, and any applicable Data Processing Agreement (DPA).

9.2 Compliance with Data Protection Laws

Synthreo complies with applicable data privacy laws, including the General Data Protection Regulation (GDPR) for European users and the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), for California residents.

Where applicable:

You are the “Data Controller” of Your Data
Synthreo acts as a “Data Processor,” processing Your Data solely on documented instructions
A separate Data Processing Agreement (DPA) is available and incorporated by reference upon request
Synthreo will not sell, share, or use personal data for targeted advertising or profiling in violation of applicable law

Additional DPA terms apply as follows:

Synthreo implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk
Personnel authorized to process Your Data are under confidentiality obligations
Synthreo will assist you in responding to data subject requests and complying with your data protection obligations
You authorize Synthreo to engage sub-processors as needed, subject to appropriate contractual safeguards
In the event of a personal data breach, Synthreo will notify you promptly, providing details on its nature, likely consequences, and mitigation steps
Upon termination of services, Synthreo will delete or return all personal data at your instruction unless legal obligations require retention
You may audit Synthreo’s data practices or request documentation demonstrating compliance with data protection obligations

9.3 License to Use Your Data

You grant Synthreo a limited, non-exclusive, worldwide, royalty-free license to use, process, and store Your Data solely to:

Operate and maintain the Platform
Deliver Managed AI Services and support features you enable
Monitor usage and detect fraud or abuse
Comply with legal obligations

Synthreo will not access or use Your Data for any other purpose without your written consent, unless required by law.

9.4 Use of Anonymized Data for AI Training

Unless you opt out, you grant Synthreo the right to use non-sensitive, anonymized, and aggregated data derived from Your Data to improve its machine learning models and enhance the Platform. This data:

Will not include identifiable information or be linked to any individual
Will be used only in compliance with GDPR, CCPA/CPRA, and similar data protection frameworks
Will be processed under strict technical and organizational safeguards to prevent re-identification or unintended inferences
Will not be used for any profiling or high-risk decision-making without appropriate controls and human oversight

You may opt out at any time by contacting privacy@synthreo.ai.

9.5 Sensitive Information Restrictions

You agree not to submit or process any of the following Sensitive Information through the Platform unless specifically permitted by Synthreo in writing:

Government-issued identification numbers
Full credit card or banking details
Protected health information (PHI) regulated under HIPAA
Biometric data or other high-risk personal identifiers
Any data subject to specialized sectoral regulation or heightened protection under law

Synthreo reserves the right to delete such information immediately upon discovery and disclaims any liability for unauthorized submission, storage, or processing of such data. You are solely responsible for ensuring Your Data complies with applicable privacy, data localization, and sector-specific regulations.

9.6 Your Data Compliance Obligations

You are solely responsible for:

Ensuring Your Data is collected, processed, and transferred lawfully and in accordance with applicable regulations
Providing clear and accurate privacy notices to data subjects
Obtaining valid, informed consent where required
Enabling individuals to exercise their privacy rights (e.g., access, correction, deletion, opt-out)

You represent and warrant that you have obtained all necessary rights, authorizations, and consents to share and use Your Data with Synthreo under these Terms.

Synthreo will assist you in responding to data subject access requests, deletion requests, or regulatory inquiries to the extent legally required and consistent with our role as a processor.

9.7 Data Portability, Retention, and Deletion

You may export Your Data from the Platform at any time during your subscription and for thirty (30) days following termination. After that period, Synthreo may securely delete Your Data from active systems unless longer retention is required by law.

Exportable data includes Your Data as stored within the Platform, such as conversation histories, uploaded documents, and user-provided configurations. Workflow logic, AI agent configurations, and other Deliverables built on or tightly integrated with Synthreo’s proprietary Platform architecture may not be fully portable to external systems. Synthreo will provide exports in structured, commonly used formats (e.g., CSV, JSON) where technically feasible.

Upon request, Synthreo will either:

Permanently delete Your Data from our systems; or
Return Your Data in a structured, commonly used format (e.g., CSV, JSON)

For complex data sets or configurations, Synthreo may offer migration assistance or export support at its then-standard professional services rates.

Synthreo may retain anonymized and aggregated training data following termination, provided such data cannot reasonably be used to identify you or any individual data subject.

9.8 International Data Transfers

We may transfer your personal information to countries other than the one in which you live. We do so in compliance with applicable data protection laws, including by using Standard Contractual Clauses for transfers of personal information from the European Economic Area, the United Kingdom, and Switzerland.

9.9 Data Localization and Residency

For customers with specific data residency requirements:

We may offer data localization options in certain regions subject to additional terms and fees
Data residency commitments will be specified in applicable Quotes or Data Processing Agreements
Cross-border data transfers will be conducted in compliance with applicable legal frameworks

10. Service Level Agreements and Performance Standards

10.1 Platform Availability SLA

Synthreo commits to maintaining Platform availability of 99.5% uptime per calendar month, calculated as follows:

Measurement Period: Calendar month
Excluded Time: Planned maintenance (with 48-hour notice), force majeure events, customer-caused outages, and outages attributable to Third-Party Systems or Underlying AI Model providers
Measurement Method: Automated monitoring of core Platform functionality

10.2 Service Credit Remedies

If Platform availability falls below the 99.5% commitment:

99.0% – 99.4% availability: 5% service credit
95.0% – 98.9% availability: 10% service credit
Below 95.0% availability: 25% service credit

Service credits are calculated as a percentage of monthly Platform subscription fees and will be applied to your next invoice. Service credits are your sole and exclusive remedy for failure to meet the uptime commitment in this Section 10.

10.3 Professional Services SLAs

For Managed AI Services, we commit to:

Initial Response: Acknowledge service requests within 2 business days
Project Kickoff: Begin work within 5 business days of SOW execution
Status Updates: Provide weekly progress updates for active projects
Deliverable Review: Respond to customer feedback within 3 business days

10.4 Support Response Times

Support response times vary by subscription level:

Enterprise: 4 hours for critical issues, 24 hours for standard issues
Professional: 24 hours for critical issues, 48 hours for standard issues
Standard: 48 hours for all issues

10.5 SLA Exclusions

Service level commitments do not apply to:

Beta or preview features
Third-party system integrations
Customer-caused outages or misconfigurations
Force majeure events
Scheduled maintenance with proper notice
Outages or degradation caused by changes to Underlying AI Models by third-party providers

10.6 Service Credit Claims

To claim service credits:

Submit a support ticket within 30 days of the incident
Provide details of the service impact experienced
Credits will be verified and applied within one billing cycle

11. Professional Services Terms

11.1 Service Delivery

Managed AI Services are delivered according to Statements of Work (SOWs) or Order Forms that specify deliverables, timelines, and acceptance criteria. Professional services may be delivered by Synthreo directly or through our authorized partners.

11.2 Professional Services Limitations

Performance Standard: We will perform Managed AI Services using commercially reasonable efforts and industry-standard practices. However, we do not guarantee specific business outcomes or results.

Third-Party Dependencies: Our ability to deliver services may depend on your cooperation, timely provision of information, and integration with third-party systems outside our control.

AI Limitations: AI-generated deliverables may contain inaccuracies, biases, or limitations inherent to current AI technology. You are responsible for reviewing, testing, and validating all deliverables before production use.

11.3 Deliverables and Intellectual Property

Deliverables Ownership: You receive appropriate rights to custom deliverables created specifically for you through Managed AI Services, including custom AI agents, workflows, and configurations, subject to the licensing terms in Section 5.2.

Pre-existing IP: We retain ownership of our pre-existing intellectual property, methodologies, and general knowledge used in delivering services.

Work for Hire: Certain Deliverables created under Managed AI Services may be considered work for hire under applicable law, with ownership rights as specified in the applicable SOW or Quote.

Improvements: We may use insights gained from service delivery to improve our Platform and methodologies, provided such use does not include your Confidential Information (as defined in Section 20).

11.4 Professional Services Liability

Limitation: Our liability for professional services is limited to re-performance of deficient services or, if re-performance is not commercially reasonable, refund of fees paid for the deficient services.

Exclusions: We are not liable for any indirect, consequential, or special damages arising from professional services, including lost profits, business interruption, or data loss.

11.5 Subcontractors and Service Providers

Use of Subcontractors: Synthreo may engage qualified subcontractors to assist in delivering Managed AI Services, provided that:

All subcontractors are bound by confidentiality obligations under Section 20 and security obligations equivalent to these Terms
Synthreo remains fully responsible for subcontractor performance
Customer approval is obtained for subcontractors handling sensitive or regulated data

Subcontractor Standards: All subcontractors must:

Meet Synthreo’s security and quality standards
Comply with applicable data protection laws
Maintain appropriate professional certifications and qualifications

Customer Approval Rights: For projects involving sensitive data or regulated industries, customers may:

Request information about proposed subcontractors
Approve or reject specific subcontractors with reasonable justification
Require background checks or additional security clearances

12. Partner and Reseller Terms

12.1 Partner Relationships

If you are accessing our Services through an authorized partner:

Your primary contractual relationship for billing and support may be with the partner
The partner may provide additional services not covered by these Terms
We are not responsible for partner-provided services or the partner’s performance of their obligations to you

12.2 Partner Responsibilities

Authorized partners who resell our Services must:

Comply with our partner agreement and certification requirements
Provide accurate information about our Services and capabilities
Maintain appropriate technical competency and customer support capabilities
Protect customer data and maintain confidentiality in accordance with Section 20
Require all End Users to agree to acceptable use terms that are at least as restrictive as the acceptable use and prohibited use provisions in these Terms (including Sections 5.3 and 25.2)
Be solely responsible for all acts and omissions of their End Users in connection with the Platform

12.3 Multi-Tenant Architecture

For partners serving multiple customers:

Each customer must have a separate tenant environment
Partners are responsible for managing customer access and permissions within their allocated tenants
Partners must ensure customer data segregation and security
We provide tools and controls to support multi-tenant management but partners are responsible for proper configuration and use

12.4 Partner Liability and End User Claims

Partners acknowledge and agree that:

Partners are solely responsible and liable for the services they provide to their End Users, including any representations, warranties, or guarantees made by the Partner that exceed those provided in these Terms
Partners shall indemnify and hold harmless Synthreo from any and all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from the Partner’s relationship with their End Users, including claims related to Partner-provided services, Partner marketing or sales representations, and Partner’s failure to comply with applicable laws
If a Partner provides service levels, warranties, or other commitments to End Users that exceed those provided by Synthreo under these Terms, the Partner bears sole responsibility for fulfilling such commitments
Partners must maintain adequate insurance coverage for claims arising from their business operations and services provided to End Users

12.5 Synthreo’s Right to Enforce Against End Users

Synthreo reserves the right to suspend or terminate access for any End User who violates the acceptable use provisions of these Terms (including Sections 5.3 and 25.2), regardless of the Partner’s relationship with such End User. Synthreo will use commercially reasonable efforts to notify the Partner before taking such action, except where immediate action is necessary to protect the Platform, other customers, or third parties.

13. Fees, Billing, and Payment Terms

13.1 Quotes and Pricing

All Services—including Platform subscriptions, ThreoAI seat licenses, and Managed AI Services—are offered based on Quotes issued by Synthreo. Each Quote will define the applicable scope, pricing, payment terms, and duration.

By accepting a Quote (via signature, written confirmation, purchase order, or payment), you agree to pay all fees listed in that Quote, which are incorporated by reference into these Terms.

13.2 Quote Acceptance

A Quote becomes binding when you:

Sign and return the Quote to Synthreo
Provide written confirmation of acceptance via email
Submit a purchase order referencing the Quote
Make payment for the services described in the Quote
Begin using the Services described in the Quote

13.3 Payment Terms and Billing Cycles

Unless otherwise stated in a Quote:

Platform Subscriptions: Typically billed monthly or annually in advance
Managed AI Services: May be billed based on time and materials, fixed fee arrangements, or milestone-based payments as specified in the applicable SOW
Credit-Based Consumption: Certain Platform usage may be metered and billed on a Consumption Credit basis. Credit definitions, rates, balances, usage tracking, and consumption history are defined and displayed within the Platform. By using the Platform, you agree to the credit rates and consumption rules as displayed within the application at the time of usage. Consumption Credits are non-refundable unless otherwise specified in your Quote. Credit balances do not roll over between billing periods unless explicitly stated in your Quote. Synthreo reserves the right to modify credit rates with thirty (30) days’ advance notice; continued use of the Platform after such notice constitutes acceptance of the updated rates.
Payment Due Date: Net fifteen (15) days from invoice date
Billing Currency: U.S. Dollars unless otherwise specified in the Quote
Auto-Renewal: Subscriptions automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least ninety (90) days before the end of the current term

Termination Notice Requirements:

To terminate services or prevent automatic renewal, you must submit written notice to accounting@synthreo.ai at least ninety (90) days prior to the end of your current term. This extended notice period reflects the combined SaaS and professional services nature of our engagement, which requires advance planning for staffing and resource allocation. Simply discontinuing use of the Services or failing to make payment does not constitute valid notice of termination.

Early Termination Liability:

If you terminate Services before the end of the Initial Term or any Renewal Term, you remain responsible for all fees due through the end of the applicable term, including any outstanding, scheduled, or usage-based charges.

13.4 Late Payments and Collection

If payment is not received when due:

Late Fees: We may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower)
Suspension Rights: We may suspend access to the Services after providing ten (10) days’ written notice of overdue payment
Collection Costs: You are responsible for all reasonable costs of collection, including attorney fees
Reinstatement: Suspended services will be reinstated promptly upon receipt of all overdue payments and applicable late fees

13.5 Taxes and Duties

All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You are responsible for all Taxes associated with your use of the Services, except for taxes based on Synthreo’s net income.

Where required by law, we will add applicable sales tax, VAT, or other taxes to your invoice. For EU customers, we may reverse charge VAT where applicable.

13.6 Currency and Exchange Rates

Unless otherwise specified in a Quote:

All fees are quoted and payable in U.S. Dollars
If payment is made in a different currency, the exchange rate will be determined at the time of payment
Currency conversion fees, if any, are your responsibility

13.7 Refunds and Credits

Platform Subscriptions:

Prepaid subscription fees are generally non-refundable
We may provide pro-rated refunds in cases of service termination by us without cause
Downgrade refunds are not provided, but service levels will continue through the end of the paid period

Managed AI Services:

Refunds for professional services are provided only as specified in the applicable SOW
Unused prepaid service hours may be refunded at our discretion

Service Credits:

Any service credits issued will expire upon termination of your account
Credits have no cash value and are not transferable

Consumption Credits:

Consumption Credits are non-refundable unless otherwise stated in your Quote
Unused Consumption Credits expire at the end of each billing period unless your Quote explicitly provides for rollover

13.8 Disputed Charges

If you dispute any charges:

You must notify us in writing within sixty (60) days of the invoice date
You remain obligated to pay undisputed portions of any invoice
We will investigate disputed charges in good faith and provide a written response
Disputed amounts determined to be valid remain subject to late payment terms

13.9 Payment Methods

We accept the following payment methods:

Credit cards (Visa, MasterCard, American Express)
ACH/bank transfers (for enterprise customers)
Wire transfers (for large transactions)
Purchase orders (for qualified business customers)

Payment Pricing:

All quoted prices reflect a 5% cash discount for payment via ACH bank transfer or wire transfer. Credit card and check payments are accepted at standard pricing (quoted price plus 5%). Check payments are also subject to a $25 processing fee. Specific payment terms will be specified in your Quote.

13.10 Price Changes

We may change our pricing for Services with reasonable advance notice:

Annual Price Adjustments: Upon each renewal, subscription prices will automatically increase by 5% to account for inflation and operational cost adjustments
Additional Price Changes: Price increases beyond the standard 5% annual adjustment will take effect at the next renewal period with at least thirty (30) days’ advance notice
New Services: New pricing applies immediately to new Quotes

14. Change Management and Quotes

14.1 Quote Modifications

14.2 Platform Updates

Synthreo may update the Platform from time to time in its sole discretion, which may include changes to features, performance, integrations, or security measures. We will provide reasonable notice of material changes that may affect your use of the Platform.

14.3 Service Changes

We reserve the right to modify or discontinue any aspect of the Services with reasonable notice, except where such changes would materially diminish the functionality described in an active Quote.

15. Deliverables and Intellectual Property

15.1 Platform Ownership

Synthreo and its licensors own and retain all rights, title, and interest in and to:

The Synthreo Platform, including Builder, ThreoAI, the Admin Portal, and all supporting systems
All source code, scripts, system logic, AI models, tools, templates, and algorithms used to deliver the Services
All modifications, enhancements, or derivative works created by Synthreo, whether developed independently or in the course of providing services to you
All methodologies, processes, know-how, and general knowledge developed or used by Synthreo

Nothing in these Terms transfers any ownership rights in the Platform or Synthreo’s intellectual property to you.

15.2 Your Content Ownership

You retain ownership of Your Data and any content you submit to the Platform. You grant us only the limited rights specified in Section 9.3 to use Your Data for providing the Services.

15.3 Deliverables Rights and Licensing

Rights to Deliverables created through Managed AI Services are governed by the applicable SOW or Quote. Unless otherwise specified in writing:

Client Implementations:

As between the parties, the Customer or Partner retains ownership of its Client Implementations (as defined in Section 2), including its proprietary business process logic, unique operational methods, and confidential specifications
Synthreo is granted a limited, non-exclusive license to use Client Implementations solely for the purpose of performing the Services for that Customer or Partner
Client Implementations are the Customer’s or Partner’s Confidential Information and are protected under Section 20

Custom Deliverables:

You receive a perpetual, non-exclusive license to use custom AI agents, workflows, and configurations created specifically for you
Such Deliverables may be used only in connection with the Platform during your subscription term
You may not extract, copy, or transfer Deliverables outside the Platform without written consent
To the extent any Custom Deliverable incorporates both Synthreo Materials and Client Implementations, the ownership of each component follows its respective classification: Synthreo Materials remain Synthreo’s property, and Client Implementations remain the Customer’s or Partner’s property

Ownership of Derivatives:

When Synthreo creates or customizes a solution based on Synthreo Materials, the underlying Synthreo Materials (including any template, workflow structure, platform component, or methodology) remain Synthreo’s intellectual property regardless of any modification, configuration, or enhancement made in connection with the engagement
Enhancements, features, or functional improvements to Synthreo Materials that are suggested or requested by the Customer or Partner but implemented by Synthreo using Synthreo’s own expertise, tools, and platform are Synthreo Materials, not Client Implementations, and Synthreo may incorporate such improvements into its platform and make them available to any client
The Customer’s or Partner’s proprietary data, business rules, customer information, and trade secrets that are loaded into, connected to, or processed by any solution remain the Customer’s or Partner’s Confidential Information

Work for Hire Provisions:

Certain Deliverables created under Managed AI Services may be considered “work for hire” under applicable copyright law
Where work for hire applies, you own the copyright in the specific custom work product created for you
Synthreo retains ownership of underlying methodologies, frameworks, templates, and general knowledge used in creating Deliverables

Pre-existing IP:

Synthreo retains all rights to pre-existing intellectual property, including methodologies, frameworks, and general knowledge
You receive no rights to Synthreo’s pre-existing IP except as necessary to use the licensed Deliverables

15.3.1 No Cloning of Client Implementations

Synthreo shall not replicate, reproduce, or substantially copy any Client Implementation in a manner that is identifiably derived from the Customer’s or Partner’s specific Confidential Information for delivery to another client. For clarity:

(a) Synthreo may serve other clients in the same or similar industries, build workflows that address similar business objectives, apply general knowledge and experience gained through its work, and continue to develop and distribute Synthreo Materials (including templates and standard configurations) to any client;

(b) Synthreo may incorporate general functional improvements, feature enhancements, and usability refinements into Synthreo Materials based on its experience across client engagements, including experience gained in connection with the Customer’s or Partner’s engagement, provided that such improvements do not incorporate the Customer’s or Partner’s Confidential Information in tangible form;

© Synthreo may not take a workflow, automation, agent configuration, or process design that constitutes a Client Implementation and deliver a substantially identical copy of that implementation to another client; and

(d) The distinction is between what a solution accomplishes and general approaches to accomplishing it (which are not restricted) and the specific way the Customer’s or Partner’s Client Implementation accomplishes it using the Customer’s or Partner’s proprietary processes, data structures, and business logic (which is protected).

The obligations in this Section 15.3.1 shall survive for as long as the underlying Client Implementation remains Confidential Information under these Terms.

15.4 Deliverables Transferability

Unless otherwise agreed in writing:

Deliverables are not transferable outside of the Platform
Deliverables may not be copied, extracted, sublicensed, or repurposed in other systems
Upon termination of your subscription, your right to use Deliverables may be limited or terminated
You may request standalone licensing of Deliverables for use outside the Platform, subject to separate commercial terms

15.5 Intellectual Property Improvements

Platform Improvements:

Synthreo may use insights, feedback, and learnings from service delivery to improve the Platform and our methodologies
Such improvements become part of Synthreo’s intellectual property
No Confidential Information will be used in general platform improvements

Customer-Specific Improvements:

Improvements made specifically to your Deliverables or custom configurations remain subject to the licensing terms in Section 15.3
General improvements to underlying methodologies remain Synthreo’s property

15.6 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Services (“Feedback”):

You grant Synthreo a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback
Synthreo may incorporate Feedback into the Platform or Services without obligation to you
You represent that you have the right to provide such Feedback and that it does not violate any third-party rights
Synthreo’s right to use Feedback does not include the right to use Feedback to replicate Client Implementations in violation of Section 15.3.1

Confidential Feedback Carve-Out:

Notwithstanding the foregoing, either party may designate specific Feedback as “Confidential Feedback” by clearly marking it as “Confidential” at the time of disclosure (or, for oral disclosures, by confirming in writing within ten (10) business days). Confidential Feedback shall be treated as Confidential Information of the providing party under Section 20 and shall not be used by the receiving party except as permitted under Section 20.3. Confidential Feedback does not include general product ideas, feature requests, or suggestions that do not disclose the providing party’s Confidential Information or Client Implementations.

No Obligation:

Neither party is obligated to solicit, provide, or act upon any Feedback. The provision of Feedback does not create any obligation on the part of the receiving party to develop, prioritize, or deliver any feature, product, or service based on such Feedback.

15.7 Third-Party Intellectual Property

Third-Party Components:

The Platform may incorporate third-party software, APIs, or services
Your use of such third-party components is subject to their respective license terms
Synthreo makes no representations or warranties regarding third-party intellectual property

Customer Third-Party IP:

You are responsible for ensuring you have appropriate rights to any third-party intellectual property you use with the Services
You will indemnify Synthreo against claims arising from your use of third-party IP in violation of applicable license terms

15.8 Open Source Software

The Platform may include open source software components. Such components are licensed under their respective open source licenses, which are available upon request. To the extent there is a conflict between these Terms and any open source license, the open source license will control with respect to that specific component.

15.9 Trademark Rights

Synthreo Trademarks:

You may not use Synthreo’s trademarks, logos, or brand names without prior written consent
Any authorized use must comply with Synthreo’s trademark usage guidelines

Customer Trademarks:

Synthreo may use your name and logo to identify you as a customer in marketing materials, subject to your trademark usage guidelines
You may opt out of such use by providing written notice

16. Warranties

16.1 Platform Availability

Synthreo warrants that, during an active subscription term, the Platform will be provided in a commercially reasonable manner consistent with general industry standards. However, Synthreo does not warrant that the Platform will be uninterrupted, error-free, or meet your specific requirements.

16.2 AI Output Disclaimers

All AI outputs generated through the Platform or its agents are probabilistic, dynamic, and may be influenced by evolving data, Underlying AI Model changes, or third-party system changes. You acknowledge and agree that:

AI outputs may contain inaccuracies, errors, or biases
AI outputs are not guaranteed to be unique and similar results may be provided to other users
You are responsible for reviewing and validating all AI outputs before making business decisions or taking actions based on such outputs
AI outputs may change over time as Underlying AI Models are updated or replaced

16.3 Professional Services Warranties

For Managed AI Services, we warrant that services will be performed using commercially reasonable efforts and industry-standard practices, but we do not guarantee specific business outcomes or results.

17. Disclaimers

17.1 General Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

17.2 AI-Specific Disclaimers

WE SPECIFICALLY DISCLAIM ANY WARRANTIES REGARDING:

THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI OUTPUTS
THE SUITABILITY OF AI OUTPUTS FOR ANY PARTICULAR PURPOSE
THE ABSENCE OF ERRORS, BUGS, OR INTERRUPTIONS IN AI FUNCTIONALITY
THE SECURITY OR CONFIDENTIALITY OF DATA PROCESSED BY AI SYSTEMS
THE CONTINUED AVAILABILITY OR CONSISTENT BEHAVIOR OF ANY SPECIFIC UNDERLYING AI MODEL

17.3 Third-Party Disclaimers

WE DISCLAIM ALL WARRANTIES RELATED TO THIRD-PARTY SYSTEMS, INTEGRATIONS, OR SERVICES THAT MAY BE USED IN CONNECTION WITH THE PLATFORM.

17.4 Beta Feature Disclaimers

BETA AND PREVIEW FEATURES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, SERVICE LEVEL COMMITMENTS, OR SUPPORT OBLIGATIONS.

18. Limitation of Liability

18.1 Damages Exclusion

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SYNTHREO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
ANY CONTENT OBTAINED FROM THE SERVICES
UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
ACTIONS OR OMISSIONS OF ANY PARTNER, END USER, OR OTHER THIRD PARTY IN CONNECTION WITH THE SERVICES
CHANGES TO, DISCONTINUATION OF, OR UNAVAILABILITY OF UNDERLYING AI MODELS

18.2 Liability Cap

SYNTHREO’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SYNTHREO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

18.3 Professional Services Liability

FOR MANAGED AI SERVICES, OUR LIABILITY IS LIMITED TO RE-PERFORMANCE OF DEFICIENT SERVICES OR, IF RE-PERFORMANCE IS NOT COMMERCIALLY REASONABLE, REFUND OF FEES PAID FOR THE DEFICIENT SERVICES.

18.4 Essential Purpose

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

18.5 Partner and End User Liability Limitation

SYNTHREO SHALL HAVE NO LIABILITY WHATSOEVER TO ANY END USER OR TO ANY THIRD PARTY WHO ACCESSES OR USES THE PLATFORM THROUGH A PARTNER’S DEPLOYMENT. ANY CLAIMS BY SUCH END USERS OR THIRD PARTIES MUST BE DIRECTED TO THE APPLICABLE PARTNER. PARTNERS AGREE TO INCLUDE APPROPRIATE LIMITATIONS OF LIABILITY IN THEIR END USER AGREEMENTS THAT DO NOT PURPORT TO CREATE LIABILITY FOR SYNTHREO.

19. Security Policy and Compliance

19.1 Security Measures

Synthreo implements industry-standard security measures to protect the Platform and Your Data, including:

Encryption of data in transit and at rest
Access controls and authentication mechanisms
Regular security monitoring and incident response procedures
Employee training and background checks for personnel with data access

19.2 Security Certifications and Compliance Posture

Synthreo is actively pursuing industry-standard security certifications and maintains controls aligned with leading compliance frameworks:

SOC 2 Type II: Readiness program with formal certification in progress. Current certification status is available upon request.
Security controls aligned with ISO 27001 information security management standards
Regular third-party security assessments and penetration testing
Compliance with industry-specific security frameworks as applicable

This section will be updated as certifications are obtained. Until formal certification is achieved, Synthreo will provide documentation of its security controls and compliance posture upon reasonable request.

19.3 Security Incidents

In the event of a security incident that may affect Your Data, we will notify you promptly and provide information about the nature of the incident and steps being taken to address it.

19.4 Your Security Responsibilities

You are responsible for:

Maintaining the security of your account credentials
Implementing appropriate security measures for your own systems and networks
Promptly reporting any suspected security incidents to us

19.5 Security Audits

We may conduct regular security audits and assessments. Upon reasonable request and subject to the confidentiality obligations in Section 20, we may provide security documentation to support your compliance requirements.

19.6 Compliance Standards

Synthreo maintains compliance with applicable standards including:

GDPR for European data protection
CCPA/CPRA for California privacy rights
PIPEDA for Canadian privacy requirements
Australian Privacy Act compliance
Industry-specific regulations as applicable to customer requirements

20. Confidential Information

20.0 Relationship to Prior Non-Disclosure Agreements

If the parties have entered into a Mutual Non-Disclosure Agreement or other confidentiality agreement prior to the effective date of these Terms (a “Prior NDA”), the following shall apply:

(a) Confidential Information disclosed under a Prior NDA prior to the effective date of these Terms shall continue to be governed by the terms of that Prior NDA until its obligations expire in accordance with its own terms.

(b) The confidentiality provisions of these Terms shall govern Confidential Information disclosed on or after the effective date of these Terms and shall supplement, but not replace, a Prior NDA’s obligations with respect to pre-existing disclosures.

© Definitions established in a Prior NDA—including but not limited to “Client Implementations,” “Synthreo Materials,” “Residual Knowledge,” and “Confidential Feedback”—shall carry forward and apply to information disclosed under the Prior NDA, and such definitions are incorporated into these Terms by reference for all purposes.

(d) In the event of a conflict between a Prior NDA and these Terms with respect to Confidential Information disclosed prior to the effective date of these Terms, the Prior NDA shall control with respect to such pre-existing disclosures.

20.1 Definition

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms or the Services, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential.

Confidential Information includes, without limitation:

Business plans, strategies, financial information, pricing, and customer lists
Technical data, product plans, software, source code, algorithms, APIs, and system architecture
Your Data and any data derived from Your Data that has not been anonymized or aggregated
Trade secrets, know-how, inventions, and proprietary methodologies
The terms and pricing of any Quote, SOW, or Order Form
Security configurations, audit results, and vulnerability assessments
Information about a party’s employees, contractors, and business relationships

20.2 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault or breach by the Receiving Party;

(b) Was already known to the Receiving Party prior to disclosure, as demonstrated by contemporaneous written records;

(d) Is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or

(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance to seek a protective order or other appropriate remedy.

20.3 Obligations

The Receiving Party shall:

(a) Use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms;

(b) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;

© Limit access to Confidential Information to its employees, contractors, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Section 20;

(d) Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except as expressly permitted under these Terms; and

(e) Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

20.4 Partner and Subcontractor Obligations

Where Confidential Information is shared with authorized partners under Section 12 or subcontractors under Section 11.5, the party sharing such information shall ensure that the recipient is bound by written confidentiality obligations that are at least as protective as those set forth in this Section 20 and shall remain responsible for any breach by such recipient.

20.5 Return or Destruction

Upon termination or expiration of these Terms, or upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s election, promptly return or securely destroy all Confidential Information in its possession, including all copies, extracts, and summaries thereof, and certify such return or destruction in writing upon request. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information (a) to the extent required by applicable law or regulation, (b) in automated backup or archival systems in the ordinary course, provided that such retained copies remain subject to the obligations of this Section 20, or © as necessary to exercise any surviving rights under these Terms.

20.6 Injunctive Relief

Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief in addition to any other remedies available at law, without the necessity of proving actual damages or posting a bond.

20.7 Residual Knowledge

The parties acknowledge that Synthreo provides AI platform and professional services to clients across a wide range of industries and that multiple clients may have similar business objectives, use cases, or desired outcomes. Nothing in these Terms shall prevent either party from using Residual Knowledge (as defined in Section 2) for any purpose, including providing products and services to other clients. This Section 20.7 shall not be deemed a license under any patent, copyright, or other intellectual property right, and shall not excuse any unauthorized use or disclosure of Confidential Information in tangible form (including documents, files, recordings, or electronic copies). For the avoidance of doubt, Residual Knowledge does not include Client Implementations, Confidential Feedback, or any information that constitutes the disclosing party’s trade secrets under applicable law.

20.8 Similar Engagements

The Customer or Partner acknowledges that Synthreo may currently or in the future provide services to other clients in the same or similar industries. Such engagements may involve similar or overlapping business objectives, use cases, or AI applications. Synthreo’s obligation is to protect the Customer’s or Partner’s specific Confidential Information and Client Implementations as defined herein—not to refrain from operating in any particular market or serving any particular client.

20.9 Independent Development

Nothing in these Terms shall restrict either party from independently developing, acquiring, or marketing products or services that may be similar to or competitive with those of the other party, provided such activities are carried out without reference to or use of the other party’s Confidential Information in tangible form. Each party’s right to independent development under this Section 20.9 is subject to the no-cloning obligations set forth in Section 15.3.1.

20.10 Duration of Confidentiality Obligations

The obligations under this Section 20 shall survive termination or expiration of these Terms and continue for a period of three (3) years following the date of last disclosure of the applicable Confidential Information. For trade secrets, confidentiality obligations shall continue for as long as such information qualifies as a trade secret under applicable law. For the avoidance of doubt, where the parties engage in an ongoing course of disclosure, the three-year survival period is measured from the date of the most recent disclosure—not from the date of any individual earlier disclosure—such that continued disclosures restart the survival clock for all Confidential Information disclosed during the engagement.

21. Business Continuity and Disaster Recovery

21.1 Business Continuity Planning

Synthreo maintains business continuity procedures designed to support service availability and data protection, including:

Infrastructure designed with redundancy and failover capabilities
Automated failover capabilities for critical systems
Regular testing of disaster recovery procedures
Incident response and communication protocols

Synthreo’s business continuity capabilities are continuously evolving as the Platform matures. Current infrastructure documentation is available upon request.

21.2 Data Backup and Recovery

Backup Procedures:

Automated daily backups of all customer data
Geographically distributed backup storage where available
Regular testing of backup integrity and recovery procedures

Recovery Time Objectives:

Synthreo will use commercially reasonable efforts to achieve the following recovery targets:

Platform restoration: Target 4 hours for critical functionality
Data recovery: Target 24 hours for complete data restoration
Communication: Customer notification within 2 hours of any significant incident

These are targets, not guarantees, and actual recovery times may vary depending on the nature and severity of the incident.

21.3 Service Continuity

In the event of service disruption:

Immediate assessment and response team activation
Regular customer communication updates
Priority restoration of critical platform functionality
Post-incident analysis and improvement implementation

21.4 Force Majeure and Emergency Procedures

During force majeure events or emergencies:

Alternative service delivery methods where possible
Extended data retention periods to prevent data loss
Flexible contract terms to accommodate service disruptions
Coordination with customers on alternative arrangements

22. Export Control and Government Regulations

22.1 Export Control Compliance

You acknowledge that the Services may be subject to export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). You agree to:

Comply with all applicable export control laws and regulations
Not export, re-export, or transfer the Services to prohibited countries, entities, or individuals
Obtain any required export licenses or authorizations before accessing the Services

22.2 Restricted Parties and Countries

You represent and warrant that you are not:

Located in, organized under the laws of, or a resident of any country subject to U.S. or other applicable trade embargoes or sanctions
Listed on any government restricted parties list, including the U.S. Treasury Department’s Specially Designated Nationals list
Owned or controlled by any such restricted party or country

22.3 Government Customers

For government customers, additional terms may apply including:

Compliance with applicable procurement regulations (FAR, DFARS, etc.)
Security clearance requirements for personnel
Data sovereignty and handling requirements
Audit and inspection rights
Specific contract vehicles and pricing structures

22.4 Encryption and Technology Transfer

The Platform may contain encryption technology subject to export controls. You agree to:

Comply with all applicable encryption export regulations
Not transfer encryption technology to unauthorized parties
Maintain records of technology access and usage as required by law

22.5 Notification Obligations

You must promptly notify Synthreo if:

You become subject to any export control restrictions
You are added to any government restricted parties list
You become aware of any potential export control violations

23. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of such party (each, a “Force Majeure Event”).

The party affected by a Force Majeure Event shall promptly notify the other party and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected services upon written notice.

24. Indemnification

24.1 Your Obligation to Indemnify

You agree to indemnify, defend, and hold harmless Synthreo, its affiliates, officers, directors, employees, contractors, and agents (“Synthreo Indemnitees”) from and against any and all third-party claims, demands, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

Your use of the Platform or Services in violation of these Terms or applicable law
Any content, data, or information you submit to the Platform that infringes, violates, or misappropriates the rights of any third party
Your negligent acts or omissions or willful misconduct in connection with the Services
Your breach of any representation, warranty, or obligation under these Terms
Any claims by your end users or customers related to your use of the Services
Any claims by End Users arising from your role as a Partner, including claims related to services you provide, representations you make, or your failure to obtain appropriate agreements from End Users

24.2 Indemnification Process

The indemnified party will:

Promptly notify you of any claim subject to indemnification
Give you sole control of the defense and settlement of the claim
Provide reasonable cooperation in the defense of the claim

You may not settle any claim without the prior written consent of the indemnified party if such settlement would impose any obligation on or admission by the indemnified party.

24.3 Synthreo Indemnification for Intellectual Property

Synthreo will indemnify you against third-party claims that the Platform, when used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, provided that you:

Promptly notify Synthreo of the claim
Give Synthreo sole control of the defense and settlement
Provide reasonable cooperation

If such a claim occurs or is likely to occur, Synthreo may, at its option:

Obtain the right for you to continue using the Platform
Replace or modify the Platform to make it non-infringing
Terminate your access and refund prepaid fees for the terminated portion

This Section 24.3 states Synthreo’s entire liability for intellectual property infringement claims.

24.4 Synthreo Indemnification for Data Breach

Synthreo will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents (“Customer Indemnitees”) from and against any third-party claims, demands, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or relating to:

(a) A breach of Synthreo’s security obligations under Section 19 that results in the unauthorized access, disclosure, or loss of Your Data, where such breach is caused by Synthreo’s negligence or willful misconduct; or

(b) Synthreo’s material failure to comply with its obligations under applicable data protection laws (including GDPR, CCPA/CPRA, and equivalent legislation) with respect to the processing of Your Data, where such failure directly causes the third-party claim.

Conditions and Limitations:

This indemnification is subject to the following conditions:

You must promptly notify Synthreo in writing of any such claim, and in no event later than thirty (30) days after becoming aware of the claim
You must give Synthreo sole control of the defense and settlement of the claim, provided that Synthreo may not settle any claim in a manner that imposes obligations on you or admits liability on your behalf without your prior written consent
You must provide reasonable cooperation in the defense of the claim at Synthreo’s expense
This indemnification does not apply to the extent that a claim arises from (i) Your Data that you submitted in violation of Section 9.5 (Sensitive Information Restrictions), (ii) your failure to comply with your obligations under Section 7 (Client Responsibilities) or Section 9.6 (Your Data Compliance Obligations), (iii) your unauthorized modification of the Platform or Services, or (iv) your use of the Services in violation of these Terms

Liability Cap:

Synthreo’s aggregate liability under this Section 24.4 shall not exceed the amounts paid by you to Synthreo in the twelve (12) months preceding the incident giving rise to the claim, subject to the overall limitation of liability in Section 18.2.

Mitigation Obligations:

In the event of a data breach covered by this Section 24.4, Synthreo shall, at its own expense:

Promptly investigate the incident and take all commercially reasonable steps to contain and remediate the breach
Provide you with timely and detailed information about the nature and scope of the breach as required under Section 19.3
Cooperate with you and applicable regulatory authorities in connection with any investigation, notification, or remediation efforts
Implement reasonable measures to prevent recurrence of similar incidents

25. Responsible AI Use and Model Governance

Synthreo is committed to the responsible development and deployment of artificial intelligence. The following principles apply to all use of AI features within the Platform and any Deliverables created through Managed AI Services.

25.1 Ethical AI Development

Synthreo develops and maintains its AI technologies in alignment with widely accepted ethical principles, including transparency, fairness, accountability, and human oversight. Our AI models may be improved over time through the use of anonymized and aggregated data as described in Section 9.4.

25.2 Prohibited AI Uses

You agree not to use the Platform or Services to:

Develop AI systems for surveillance, unlawful profiling, or discriminatory practices against individuals or groups
Generate synthetic media, deepfakes, or manipulated content designed to mislead, deceive, or harm others
Automate decision-making in high-risk domains (employment, lending, healthcare, housing, insurance) without appropriate human review and legal compliance
Design AI tools that could infringe on human rights, civil liberties, or freedom of expression
Bypass legal obligations by using AI outputs to generate content that would violate regulations if manually authored
Create or distribute content that is illegal, harmful, abusive, harassing, defamatory, or otherwise objectionable
Generate content that infringes on intellectual property rights or violates privacy laws

25.3 Human Oversight and Responsibility

You acknowledge that AI systems are tools that require human judgment and oversight. You agree to:

Implement appropriate human review processes for AI-generated outputs, especially for critical business decisions
Take responsibility for all outputs and decisions based on AI-generated content
Ensure compliance with applicable laws and regulations in your use of AI features
Provide appropriate disclosures when AI-generated content is used in customer-facing applications

25.4 Model Governance

Synthreo maintains governance processes for our AI models, including:

Regular evaluation for bias, fairness, and accuracy
Monitoring for potential misuse or harmful outputs
Updates and improvements based on emerging best practices
Compliance with applicable AI regulations and standards

25.5 Reporting and Compliance

If you become aware of any use of the Platform that violates this Section 25, you must promptly report it to us. We reserve the right to investigate and take appropriate action, including suspension of access to the Services.

26. Arbitration and Dispute Resolution

26.1 Agreement to Arbitrate

You and Synthreo agree that, to the extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the Platform—including any question regarding their breach, existence, validity, or termination—shall be resolved by final and binding arbitration rather than in court.

This includes all disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that are not resolved through informal negotiation.

26.2 Arbitration Rules and Procedures

Arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator in Maricopa County, Arizona, unless both parties agree to a different location.

26.3 Exceptions to Arbitration

The following disputes are not subject to arbitration:

Claims that may be brought in small claims court
Claims for injunctive relief to protect intellectual property rights or Confidential Information
Claims related to the validity or enforceability of intellectual property rights

26.4 Class Action Waiver

YOU AND SYNTHREO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

26.5 Informal Resolution

Before initiating arbitration, the parties agree to attempt to resolve disputes through good-faith informal negotiation for at least thirty (30) days.

27. Jurisdiction-Specific Terms

27.1 European Union and United Kingdom

If you are located in the EU or UK, you have certain rights under the General Data Protection Regulation (GDPR), including:

Right to access your personal data
Right to rectify inaccurate personal data
Right to erasure (“right to be forgotten”)
Right to restrict processing
Right to data portability
Right to object to processing
Rights related to automated decision-making and profiling

For more information about these rights and how to exercise them, please see our Privacy Policy or contact privacy@synthreo.ai.

27.2 California

If you are a California resident, you have certain rights under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), including:

Right to know what personal information is collected about you
Right to know whether your personal information is sold or disclosed and to whom
Right to say no to the sale of personal information
Right to access your personal information
Right to equal service and price, even if you exercise your privacy rights
Right to delete personal information
Right to correct inaccurate personal information

For more information, please see our Privacy Policy or contact privacy@synthreo.ai.

27.3 Canada

If you are located in Canada, your personal information is protected by the Personal Information Protection and Electronic Documents Act (PIPEDA) or applicable provincial privacy legislation. We will only collect, use, and disclose your personal information in accordance with applicable Canadian privacy laws.

You have the right to access and correct your personal information and to file complaints with the Privacy Commissioner of Canada if you believe your privacy rights have been violated.

27.4 Australia

If you are located in Australia, your personal information is protected by the Privacy Act 1988 and the Australian Privacy Principles. We will only collect, use, and disclose your personal information in accordance with Australian privacy laws.

You have the right to access and correct your personal information and to file complaints with the Office of the Australian Information Commissioner if you believe your privacy rights have been violated.

28. General Provisions

28.1 Term and Termination

Agreement Term: These Terms remain in effect for the duration specified in your Quote or until terminated in accordance with Section 13.3.

Termination Procedures: All termination requests must follow the notice requirements and procedures specified in Section 13.3.

Effects of Termination: Upon termination:

Your access to the Services will cease immediately
All payment obligations specified in Section 13 remain in effect through the end of the applicable term
You will have thirty (30) days to export Your Data as described in Section 9.7
After the export period, we may delete Your Data from our systems unless legally required to retain it
The following sections will survive termination: Section 5.3.1 (No Reverse Engineering), Section 9 (Data Privacy and Ownership), Section 13 (Fees, Billing, and Payment Terms), Section 15 (Deliverables and Intellectual Property, including Section 15.3.1 No Cloning of Client Implementations), Section 18 (Limitation of Liability), Section 20 (Confidential Information), Section 24 (Indemnification), and Section 26 (Arbitration and Dispute Resolution)

28.2 Governing Law

These Terms are governed by the laws of the State of Arizona, without regard to its conflict of laws principles, except where local law requires otherwise for consumer protection.

28.3 Modifications to Terms

Modification Rights:

We may modify these Terms from time to time to reflect changes in our Services, legal requirements, or business practices.

Notification Procedures:

When we make material changes to these Terms, we will provide notice by:

Sending an email to the address associated with your account at least thirty (30) days before the effective date
Posting a notice on our website at synthreo.ai
Displaying a notification within the Platform upon your next login

Types of Changes:

Material Changes: Changes that substantially affect your rights or obligations, increase your costs, or reduce our obligations require advance notice as described above
Non-Material Changes: Minor clarifications, formatting changes, or updates that do not affect substantive rights may be made with shorter notice
Legal Compliance Changes: Changes required by law or regulation may be implemented immediately with prompt notice

Effective Date:

Material changes become effective thirty (30) days after notice is provided
Non-material changes become effective immediately upon posting
Legal compliance changes become effective as required by applicable law

Acceptance and Rejection:

Acceptance: Your continued use of the Services after the effective date constitutes acceptance of the modified Terms
Rejection: If you do not agree to the modified Terms, you may terminate your account before the effective date
Existing Commitments: For customers with active Quotes or SOWs, existing commitments will continue under the previous Terms until completion or renewal

Grandfathering Provisions:

Customers with annual subscriptions may continue under existing Terms until their next renewal date
Enterprise customers with multi-year agreements may negotiate the applicability of Terms changes
Material adverse changes may trigger early termination rights for long-term commitments

Version Control:

We will maintain version history of these Terms
Previous versions will be available upon request for reference
The current version will always be posted at synthreo.ai/terms

Amendment Procedures:

Individual amendments to these Terms require written agreement signed by both parties
Amendments may be made through updated Quotes, SOWs, or separate amendment agreements
No oral modifications to these Terms will be binding

28.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

28.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

28.6 Entire Agreement

These Terms, together with our Privacy Policy and any applicable SOWs, Quotes, or Order Forms, constitute the entire agreement between you and Synthreo regarding the Services and supersede all prior agreements and understandings, except that any Mutual Non-Disclosure Agreement or other confidentiality agreement between the parties entered into prior to the effective date of these Terms (each, a “Prior NDA”) shall continue in effect in accordance with its own terms as set forth in Section 20.0. For the avoidance of doubt, the entry into these Terms does not terminate, supersede, or modify any Prior NDA with respect to Confidential Information disclosed prior to the effective date of these Terms.

28.7 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

28.8 Notices

All notices under these Terms must be in writing and delivered to the addresses specified in Section 29. Notices to you may be delivered via email to the address associated with your account.

28.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of Synthreo and the Customer or Partner who is a direct party to these Terms. Nothing in these Terms, express or implied, is intended to or shall confer upon any End User or other third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. End Users and other third parties who access or use the Platform through a Partner’s deployment are not third-party beneficiaries of these Terms and have no right to enforce any provision hereof against Synthreo.

28.10 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has any authority to bind the other in any respect.

29. Contact Information

For questions about these Terms or the Services:

General inquiries: legal@synthreo.ai Privacy matters: privacy@synthreo.ai Partner inquiries: sales@synthreo.ai Support: help@synthreo.ai Billing questions: accounting@synthreo.ai

Mailing Address:

Synthreo, Inc. Legal Department 5227 N 7th St Phoenix, AZ 85014-2802 United States

International Contacts:

EU/UK inquiries: privacy@synthreo.ai
Canada inquiries: privacy@synthreo.ai
Australia inquiries: privacy@synthreo.ai

Legal Notices:

All legal notices, including termination notices, dispute notifications, and formal communications, must be sent in writing to legal@synthreo.ai and to our mailing address above.