Commercial Terms of Service

Access to Commercial Services

A.1 Licence grant

Subject to Customer's ongoing compliance with this Agreement and timely payment of all fees, Syntic AI grants Customer a non-exclusive, non-transferable, revocable right to access and use the Commercial Services during the term, including to build and operate products and services for Customer's own end users ("End Users").

A.2 Third-party components

The Commercial Services may offer access to features, data sources, or functionality provided by third parties ("Third-Party Components"). Third-Party Components are not part of the Commercial Services for liability or warranty purposes, and Syntic AI does not control or accept responsibility for them. Customer's use of any Third-Party Component is at Customer's own risk and subject to the relevant third party's terms.

A.3 Feedback

Customer may, at its sole discretion, provide Syntic AI with feedback, suggestions, or evaluations relating to the Commercial Services ("Feedback"). Syntic AI may use Feedback for any purpose without restriction or obligation to Customer.

Customer Content

B.1 Ownership

As between the parties, Customer retains all ownership rights it holds in data, text, files, and other material it or its End Users submit to the Commercial Services ("Inputs"). To the extent permitted by law, Syntic AI assigns to Customer any rights it may hold in outputs generated by the Commercial Services in direct response to those Inputs ("Outputs"). Inputs and Outputs together are "Customer Content".

B.2 No model training on Customer Content

Syntic AI will not use Customer Content to train shared or general-purpose AI models. Customer Content submitted through Commercial Services remains Customer's. Syntic AI may process Customer Content solely to deliver the Commercial Services and for safety, security, and legal compliance purposes.

B.3 Customer responsibility

Customer is responsible for ensuring it holds all necessary rights, licences, and permissions to submit Inputs and to direct the Commercial Services to take any actions. Customer represents that its Inputs and its End Users' use of the Commercial Services will not violate any third-party right or applicable law.

Data Protection

Processing of personal data submitted through the Commercial Services is governed by the Syntic AI Data Processing Addendum ("DPA"), which is incorporated by reference into this Agreement. The DPA sets out the subject matter, duration, nature, and purpose of processing, along with the technical and organisational measures Syntic AI applies. Where there is a conflict between the DPA and this Agreement on data protection matters, the DPA prevails.

Acceptable Use and Compliance

D.1 Legal compliance

Each party will comply with all laws and regulations applicable to its respective activities under this Agreement, including data protection, export control, and sector-specific regulations relevant to Customer's industry.

D.2 Usage Policy and service conditions

Customer and its End Users must use the Commercial Services in accordance with this Agreement, Syntic AI's published Usage Policy, the Supported Regions Policy, and any Service-Specific Terms, all of which are incorporated by reference. Customer is responsible for ensuring its End Users comply with these requirements and must cooperate with any reasonable request from Syntic AI to verify compliance.

D.3 Output review and End User notice

Customer is responsible for evaluating whether Outputs are appropriate for its specific use case and for determining where human review is necessary before Outputs are acted on. Customer must make its End Users aware that Outputs may contain errors, may be incomplete or out of date, and should not be relied on without independent verification.

D.4 Prohibited conduct

Customer must not, and must ensure its End Users do not:

• Use the Commercial Services to develop, train, or improve any AI product or service that competes with Syntic AI, or to resell or sublicence access to the Commercial Services, without Syntic AI's prior written approval.
• Attempt to reverse-engineer, decompile, extract weights from, or otherwise derive the underlying model architecture or training data of the Commercial Services.
• Support, facilitate, or assist any third party in the conduct described in this section.
• Use the Commercial Services to generate content or take actions that violate applicable law, infringe third-party rights, or facilitate illegal activity.

D.5 Account security

Customer is solely responsible for all activity conducted under its account and any API keys issued to it. Customer must notify Syntic AI promptly at support@syntic.ai if it believes its account has been compromised or is subject to a denial-of-service or other malicious attack that may affect the Commercial Services.

Confidentiality

E.1 Definition

Either party may disclose to the other information that is marked as confidential, identified as confidential at the time of disclosure, or that a reasonable person in the receiving party's position would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Customer Content is Customer's Confidential Information.

E.2 Obligations

The receiving party ("Recipient") may use the disclosing party's ("Discloser's") Confidential Information only to exercise its rights and fulfil its obligations under this Agreement. Recipient may share Confidential Information only with its employees, contractors, and professional advisers who have a need to know it and are bound by written confidentiality obligations at least as protective as those in this Agreement. Recipient will protect Confidential Information with at least the same care it uses for its own confidential information, and in no case less than reasonable care.

E.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) Recipient received from a third party without breach of any confidentiality obligation; or (c) Recipient independently developed without using Discloser's Confidential Information.

Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that — where legally permissible — Recipient gives Discloser prompt written notice and reasonably cooperates with any effort to limit or prevent the disclosure.

E.4 Return and destruction

Upon Discloser's written request or upon termination of this Agreement, Recipient will promptly destroy or return Discloser's Confidential Information, except for copies retained in automated backup systems (which will remain subject to these confidentiality obligations) or as required by law.

Intellectual Property

Except as expressly stated in this Agreement, neither party acquires any right, title, or interest in the other party's intellectual property. Syntic AI retains all rights in the Commercial Services, including Amara, all underlying models, infrastructure, software, documentation, and associated intellectual property. Customer retains all rights in Customer Content as described in Section B.

Publicity

Syntic AI may reference Customer's name and logo in its marketing materials, website, and investor communications to identify Customer as a user of the Commercial Services. Customer may opt out of this at any time by emailing marketing@syntic.ai. Syntic AI may separately request that Customer participate in a case study, provide an executive quote, or engage in co-marketing activity. Customer will consider such requests in good faith but has no obligation to agree.

Fees and Payment

H.1 Fees

Customer is responsible for all fees incurred under its account at the rates set out on Syntic AI's Model Pricing Page or as otherwise agreed in writing between the parties. Syntic AI may require prepayment in the form of credits or offer credit arrangements, subject to Syntic AI's Supplemental Credits Terms. Syntic AI may update published rates on 30 days' written notice, or shorter notice where required to address legal or regulatory changes.

H.2 Taxes

Fees are exclusive of any taxes, levies, duties, or similar governmental charges ("Taxes") that may apply to Customer's use of the Commercial Services, unless an invoice expressly states otherwise. Customer is responsible for determining, reporting, and remitting any applicable Taxes to the relevant authority. Where withholding tax applies and cannot be reduced by treaty, Customer will gross up payments so that Syntic AI receives the full amount it would have received had no withholding applied. The parties will cooperate in good faith to apply available treaty relief.

H.3 Payment and late payment

Invoices are due within 30 days of the invoice date unless a different period is agreed in writing. Late payments may attract interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Syntic AI reserves the right to suspend access to the Commercial Services if any undisputed amount remains overdue by more than 15 days, without prejudice to any other rights of recovery.

Term, Suspension, and Termination

I.1 Term

This Agreement starts on the date Customer first accepts it ("Effective Date") and continues until terminated in accordance with this section.

I.2 Termination for convenience

Either party may terminate this Agreement for any reason on 30 days' written notice to the other party.

I.3 Termination for cause

Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice specifying the breach. Syntic AI may also terminate immediately if providing the Commercial Services would violate applicable law.

I.4 Suspension

Syntic AI may suspend Customer's access to all or any part of the Commercial Services without prior notice if Syntic AI reasonably determines that: (a) there is a security risk to the Commercial Services or any third party; (b) Customer or an End User is materially breaching this Agreement; (c) continued operation would violate applicable law; or (d) a required third-party service has been suspended. Syntic AI will give written notice of any suspension as soon as practicable and will restore access promptly once the basis for suspension is resolved. Syntic AI will not be liable for any loss arising from a lawful suspension.

I.5 Effect of termination

On termination, Customer's right to access the Commercial Services ends immediately. The following provisions survive termination: Sections E (Confidentiality), G (Publicity, solely with respect to accrued rights), H (Fees, for amounts accrued before termination), I.5, J (Disputes), K (Indemnification), L (Warranties and Liability), and M (General). Syntic AI may delete Customer Content after termination in accordance with its data retention policies.

Dispute Resolution

J.1 Informal resolution

Before initiating any formal dispute process, the party raising the dispute must give the other party written notice describing the nature of the dispute in reasonable detail ("Dispute Notice"). The parties will then negotiate in good faith to resolve the dispute within 45 days of delivery of the Dispute Notice.

J.2 Binding arbitration

If informal resolution fails, any unresolved dispute will be submitted to final and binding arbitration as follows. Each party waives its right to a trial by jury and to participation in any class action, to the fullest extent permitted by law.

• EEA, Switzerland, or UK customers: Arbitration will be conducted in Dublin, Ireland by a sole arbitrator under the UNCITRAL Arbitration Rules. The appointing authority will be the President of the Law Society of Ireland.
• All other customers: Arbitration will be conducted in San Francisco, California by a sole arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures.

J.3 Equitable relief

Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent imminent or irreparable harm.

Indemnification

K.1 Syntic AI indemnity

Syntic AI will defend Customer and its personnel against any third-party claim alleging that Customer's authorised use of the Commercial Services infringes that third party's intellectual property rights ("Customer IP Claim"), and will pay any final award or approved settlement arising from a Customer IP Claim. This obligation does not apply to the extent any Customer IP Claim arises from: Customer's modifications to Outputs; combination of the Commercial Services with materials not provided by Syntic AI; Customer's Inputs; use in a manner Customer knew or should have known infringes third-party rights; or use in violation of this Agreement.

K.2 Customer indemnity

Customer will defend Syntic AI and its personnel against any third-party claim arising from Customer's or any End User's: Inputs or other data provided to the Commercial Services; use of the Commercial Services in breach of this Agreement or the Usage Policy; or products or services Customer builds using or incorporating the Commercial Services ("Syntic AI Claim"), and will pay any final award or approved settlement arising from a Syntic AI Claim.

K.3 Process

The indemnified party must give the indemnifying party prompt written notice of any claim, reasonably cooperate in the defence, and allow the indemnifying party to control the defence and any settlement negotiations. The indemnified party may participate in the defence at its own expense with counsel of its choice. The indemnifying party will not settle any claim in a way that imposes liability or obligations on the indemnified party without that party's prior written consent.

K.4 Sole remedy

Indemnification under this section is each party's sole and exclusive remedy for covered third-party claims.

Warranties and Limitation of Liability

L.1 Mutual warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) doing so does not conflict with any other obligation it is bound by; and (c) this Agreement constitutes a valid, binding obligation enforceable against it. Customer additionally warrants that it holds all rights and permissions necessary to submit Inputs to the Commercial Services.

L.2 Disclaimer

L.3 Limitation of liability

General Provisions

M.1 Notices

All formal notices under this Agreement must be in writing. Notices to Syntic AI must be sent to notices@syntic.ai. Notices to Customer will be sent to the email address registered to Customer's account. Notices are effective upon confirmed receipt. For routine operational communications, email suffices; for notices relating to arbitration demands or equitable relief, couriered hard copy is required in addition.

M.2 Electronic communications

Customer consents to receive service notices, invoices, and other communications electronically via email, the Customer management dashboard, or posting to Syntic AI's website. Where permitted by law, electronic communications satisfy any requirement that communications be provided in writing. Customer may request to opt out of non-essential communications at any time.

M.3 Amendments

Syntic AI may update this Agreement with 30 days' advance written notice, except that updates required to address changes in law or regulation take effect immediately. Changes do not apply retroactively. No other modification to this Agreement is effective unless signed in writing by authorised representatives of both parties. Neither party's failure to enforce any provision constitutes a waiver of future enforcement rights.

M.4 Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Syntic AI may assign its rights and delegate its obligations to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Syntic AI's assets without Customer's consent. Any purported assignment in violation of this section is void.

M.5 Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will continue in full force.

M.6 Interpretation

This Agreement will be construed without favour to either party as drafter. Section headings are for convenience only and do not affect interpretation. "Including" and "for example" are non-exhaustive. "Or" is inclusive. References to laws include successor legislation.

M.7 Governing law and jurisdiction

This Agreement is governed by the laws of Ireland for EEA, Switzerland, and UK customers, and by the laws of the State of California for all other customers, in each case without regard to conflict-of-law provisions. Disputes not subject to arbitration under Section J will be heard exclusively in the courts of Ireland (for EEA, Switzerland, and UK customers) or the federal or state courts of California (for all other customers), and each party submits to the jurisdiction of those courts.

M.8 Export controls and sanctions

Customer may not use or access the Commercial Services in violation of U.S. export control laws or applicable international trade sanctions, including on behalf of any person or entity on a restricted-party list published by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, or equivalent authorities in other jurisdictions. Customer represents that neither it nor any End User is such a restricted person or entity.

M.9 Force majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labour disputes, infrastructure failures, or cyberattacks. The affected party must notify the other promptly and use reasonable efforts to resume performance as quickly as possible.

M.10 Entire agreement

This Agreement, together with the Usage Policy, Supported Regions Policy, Service-Specific Terms, DPA, Model Pricing Page, and any order forms or amendments signed by both parties, constitutes the complete and exclusive agreement between the parties regarding the Commercial Services and supersedes all prior negotiations, representations, and agreements relating to its subject matter.