Terms of Service

Definitions

In these Terms of Service, the following terms have the meanings set out below:

Acceptance of Terms

By executing an Order Form that references these Terms, accessing the Platform, or using the Services, Client agrees to be bound by this Agreement. The individual accepting this Agreement represents and warrants that they have the authority to bind Client to this Agreement.

If Client does not agree to these Terms, Client must not access or use the Services. Synthetic Reality reserves the right to modify these Terms at any time. Material modifications will be communicated to Client with no less than 30 days' prior written notice. Continued use of the Services following the effective date of any modification constitutes acceptance of the revised Terms.

Access & Account Security

Subject to the terms of this Agreement, Synthetic Reality grants Client a non-exclusive, non-transferable, revocable licence during the subscription term to access and use the Services solely for Client's internal business purposes in accordance with the Documentation and any usage limits specified in the applicable Order Form.

Client is responsible for maintaining the confidentiality of all account credentials and for all activities occurring under Client's account. Client must promptly notify Synthetic Reality of any suspected unauthorised access or security breach. Synthetic Reality is not liable for any loss or damage arising from Client's failure to maintain account security.

• Client may not share login credentials between Users. Each User must authenticate individually under their own identity credentials.
• Client must enforce multi-factor authentication for all Users where Synthetic Reality has made this capability available.
• Client must promptly deprovision accounts for Users who are no longer employed by or contracted to Client.
• Synthetic Reality may suspend accounts that exhibit behaviour consistent with credential compromise without prior notice, and will notify Client's designated security contact immediately upon doing so.

Permitted Use & Restrictions

Client agrees to use the Services only for lawful purposes and in accordance with this Agreement. The following restrictions apply:

• Client must not attempt to reverse engineer, decompile, disassemble, or derive source code from any component of the Platform.
• Client must not use the Services to train, develop, or improve any machine learning model, AI system, or competitive product without Synthetic Reality's prior written consent.
• Client must not sublicense, resell, or otherwise transfer access to the Services to any third party, except to the extent expressly authorised in the Order Form.
• Client must not use the Services in any manner that violates applicable securities laws, anti-money laundering regulations, sanctions programmes, or any other applicable law or regulation in any jurisdiction where Client operates.
• Client must not use the Services to process data relating to individuals without a lawful basis for such processing under applicable privacy law.
• Client must not conduct automated penetration testing, vulnerability scanning, or load testing against the Platform without prior written consent from Synthetic Reality's security team.

Client Data

As between the parties, Client retains all right, title, and interest in and to Client Data. Synthetic Reality does not claim ownership of Client Data and processes it solely to provide and improve the Services in accordance with the Data Processing Agreement incorporated into this Agreement by reference.

Client represents and warrants that it has all rights, permissions, and consents necessary to submit Client Data to the Services, and that Client Data does not infringe the intellectual property rights or privacy rights of any third party.

Synthetic Reality will not access Client Data except to provide the Services, respond to a Client support request, comply with applicable law, or as otherwise expressly permitted in writing by Client. Synthetic Reality personnel access to Client Data is restricted to the minimum necessary for the stated purpose and is logged for audit purposes.

Intellectual Property

Synthetic Reality retains all right, title, and interest in and to the Platform, the Services, underlying models, algorithms, and all related intellectual property, including all improvements, modifications, and derivative works thereof. No rights are granted to Client other than the limited licence expressly set forth in Section 3.

Client retains all right, title, and interest in and to Client Data and any outputs generated by the Services from Client Data, subject to the following: outputs generated by the Services are provided for Client's informational purposes and Client is solely responsible for any decisions made on the basis of such outputs.

Notwithstanding the foregoing, Synthetic Reality may collect and use aggregated, anonymised, and de-identified performance data and usage statistics derived from the Services to improve the Platform and publish aggregated benchmarks, provided that such data does not identify Client or any individual and does not reveal Client Data.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party will protect the other's Confidential Information with at least the same degree of care used to protect its own, and in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party without restriction; (c) is received from a third party who is not under a confidentiality obligation; or (d) is independently developed by the receiving party without use of Confidential Information.

Confidentiality obligations survive termination or expiry of this Agreement for a period of five years. Obligations with respect to trade secrets continue for so long as the information qualifies as a trade secret under applicable law.

Fees & Payment

Client agrees to pay all fees specified in the applicable Order Form in the currency and on the payment schedule stated therein. All fees are exclusive of applicable taxes, which Client is responsible for paying.

• Invoices are due and payable within 30 days of invoice date unless a different payment period is specified in the Order Form.
• Undisputed overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, accruing from the due date until paid.
• Synthetic Reality may suspend Client's access to the Services upon 10 business days' written notice if any undisputed payment is more than 30 days overdue, provided that Synthetic Reality will reinstate access promptly upon receipt of all outstanding amounts.
• Client may dispute an invoice in good faith by providing written notice within 15 days of receipt. The parties will work in good faith to resolve any dispute within 30 days.
• Fees for subscription periods are non-refundable except as expressly stated in this Agreement or where required by applicable law.

Warranties & Disclaimer

Synthetic Reality warrants that: (a) the Services will perform materially in accordance with the Documentation during the subscription term; (b) it will implement and maintain reasonable technical and organisational security measures as described in the Documentation; and (c) it has the authority to enter into this Agreement and the performance of its obligations will not violate any applicable law or agreement with a third party.

Client warrants that: (a) it has the authority to enter into this Agreement; (b) it will use the Services in compliance with all applicable laws and regulations; and (c) it has obtained all necessary rights, licences, and consents to submit Client Data to the Services.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or business interruption, arising out of or related to this Agreement, regardless of the theory of liability and even if a party has been advised of the possibility of such damages.

Each party's aggregate liability to the other for all claims arising out of or related to this Agreement will not exceed the total fees paid or payable by Client to Synthetic Reality in the twelve months immediately preceding the event giving rise to the claim.

The limitations in this section do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; (c) liability arising from a party's fraud or wilful misconduct; (d) Synthetic Reality's liability for a data breach caused by its material failure to maintain the security standards committed to in this Agreement; or (e) liability that cannot be excluded or limited under applicable law.

Indemnification

Synthetic Reality will defend, indemnify, and hold harmless Client against any third-party claim alleging that the Services, as provided by Synthetic Reality and used in accordance with this Agreement, infringe any patent, copyright, trade secret, or trademark of a third party. This indemnity does not apply to claims arising from Client's modification of the Services, Client's combination of the Services with third-party products not approved by Synthetic Reality, or Client's use of the Services in violation of this Agreement.

Client will defend, indemnify, and hold harmless Synthetic Reality against any third-party claim arising from: (a) Client Data, including any claim that Client Data infringes third-party intellectual property or privacy rights; (b) Client's breach of this Agreement; or (c) Client's violation of applicable law in connection with its use of the Services.

The indemnifying party's obligations are conditioned on the indemnified party providing prompt written notice of the claim, granting the indemnifying party sole control of the defence and settlement (provided that no settlement may admit liability or impose obligations on the indemnified party without its consent), and providing reasonable cooperation.

Term & Termination

This Agreement commences on the date Client first accepts it or executes an Order Form referencing it, and continues for the initial subscription term specified in the Order Form. Unless otherwise specified in the Order Form, subscriptions automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least 60 days before the end of the current term.

• Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach in reasonable detail.
• Either party may terminate this Agreement immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or administrator appointed over all or substantially all of its assets.
• Upon termination or expiry, Synthetic Reality will retain Client Data for 30 days during which Client may export it via the Platform or request export assistance from Synthetic Reality. After this period, Synthetic Reality will delete Client Data in accordance with its data deletion procedures.
• Provisions that by their nature should survive termination will do so, including confidentiality, IP ownership, payment obligations for periods prior to termination, limitation of liability, indemnification, and governing law.

General Provisions

• Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario.
• Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute through senior management negotiation before commencing formal legal proceedings. If a dispute cannot be resolved within 30 days of written notice, either party may pursue available remedies in the courts specified above.
• Force Majeure. Neither party is liable for failure or delay in performing its obligations due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures outside the party's reasonable control, provided that the affected party provides prompt notice and uses commercially reasonable efforts to resume performance.
• Assignment. Client may not assign this Agreement or any rights hereunder without Synthetic Reality's prior written consent. Synthetic Reality may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision is void.
• Entire Agreement. This Agreement, together with all Order Forms and incorporated schedules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.
• Severability. If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement, without affecting the validity of the remaining provisions.
• Notices. Legal notices must be in writing and delivered to Synthetic Reality at legal@syntheticreality.ca and to Client at the address specified in the Order Form. Notices are effective upon confirmed delivery.