These Terms of Service (the "Agreement") set forth the terms and conditions upon which Synthetic Lab, Co. (referred to herein as “Company,” "we," "us" or "our") offer you (referred to herein as "you" or "your") access to Company’s proprietary generative artificial intelligence platform and related services (collectively referred to herein as the "Services.") This is a legally enforceable contract.
Our Privacy Policy is a separate and important document that explains how we collect, use, and process your information.
By clicking “I Accept” or by accessing or otherwise using the Services, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not access or use the Services.
1.1 Acceptance. By clicking "I Accept" or by accessing or otherwise using the Services, you assert that you have read and understand this Agreement and agree to be bound by it. A copy of this Agreement can be found at the Company web site located at Uniform Resource Locator https://synthetic.new (the "Company Website"). We reserve the right to modify and update this Agreement at any time in our discretion. Notice of such modifications and updates may be communicated by e-mail, the Company Website, or other commercially reasonable method. Any such modifications or updates are effective and enforceable against you upon publication. If you continue to access the Services after the revised Agreement has been posted, then you agree to the updated Agreement. If you do not agree to any modification or update to this Agreement, you must cancel your account by contacting [email protected] and cease accessing and using the Services.
1.2 Requirements. In order to use the Services, you must: (i) be age 18 or older, (ii) agree to this Agreement, (iii) create a valid Account, and (iv) have a suitable connection to the Internet (which is not provided by us) that permits such devices to be connected to the Services. As the Services will continuously evolve over time, we reserve the right to modify these requirements at our sole discretion. By clicking the "I Accept" button, you represent that you meet all of these requirements.
1.3 Fees & Term. Company charges you no fees for your general use of the Services. In the event that certain functions of the Services require a fee, you hereby agree to all such fees and permit Company to charge you for such fees using the payment method you provided during your Account registration, if any. The term of this Agreement shall begin on the date that you accept this Agreement by clicking the “I Accept” button when creating an Account and will continue until terminated by either party pursuant to Section 2.3 below.
2.1 Account. To use the Services, you must create an account (an “Account”) by completing the registration process. You will be guided through the registration process when you access the Services at the Company Website. You must provide us with current, complete and accurate information (including your email address) as prompted by the applicable registration form, and you acknowledge and agree that our communications to you through your Account shall satisfy any requirements for legal notices. You hereby promise that all information that you submit during the registration process is true and accurate, and acknowledge that you have an affirmative obligation to update your information in the event of any changes to the information you submit during your registration. If you create an Account or use the Services on behalf of another person or entity, you must have, and hereby represent and warrant that you do have, the authority to accept this Agreement on behalf of such other person or entity.
2.2 Account Security. You are responsible for maintaining the confidentiality of your Account username and password. You may not share your Account login information or Account credentials with, otherwise make your Account available to, any third party. You agree to notify us immediately upon becoming aware of any unauthorized use or theft of your Account or any other breach of security (and to provide properly documented evidence as reasonably requested by us). As the Account holder, you are responsible for any and all actions taken by any person that has attained access to your Account.
2.3 Termination of Accounts.
(a) Termination by Us. You expressly acknowledge and agree that the Services are provided by us solely upon and subject to the terms and conditions in this Agreement. In the event that you breach the terms and conditions of this Agreement, or if we must do so in order to comply with law, we may terminate your Account or otherwise suspend or terminate your access to the Services. Otherwise, we may terminate your Account or otherwise suspend or terminate your access to the Services by providing you reasonable prior notice.
(b) Cancellation by You. You have the right to cancel your Account at any time. You can cancel your Account by following the procedures made available through the Company Website.
(c) Effect of Account Termination or Cancellation. If your Account is terminated, suspended or canceled, you will no longer have access to the information in your Account or the Services and we may, at our option, delete your information, data, content, and other materials associated with your Account. In such event, the licenses granted under this Agreement shall automatically terminate. If you have purchased a subscription to or otherwise paid for any Services, you agree that we may charge the method of payment provided during account registration, or the then-current payment method on file, for any outstanding fees incurred prior to termination. Sections 3, 4.2, 4.3, 5, 6, 7, and 8 of this Agreement shall survive the termination or cancellation of any Accounts for any reason.
3.1 Ownership. The Services and the Company Website are copyrighted works or otherwise protected works owned by us and our affiliates, licensors and suppliers. All right, title and interest, including all copyrights and other intellectual property rights, in and to the Services and the Company Website (including but not limited to any images, photographs, animations, video, audio, music, text, and functionality), any accompanying printed materials, and any copies of all or any portion of the source code contained in the Services or on the Company Website, are owned by us and our affiliates, licensors and suppliers. Any rights to access and use the Services and the Company Website are licensed, not sold. All rights not expressly granted to you through this Agreement are reserved by us.
3.2 User Content. You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively referred to as “User Content.” By providing or creating any User Content, you agree that it will not: (i) infringe any copyright, trademark, patent, trade secret, or other proprietary right of any party; (ii) be profane, obscene, indecent or violate any law or regulation; (iii) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (iv) incite discrimination, hate or violence towards one person or a group because of their belonging to a race, a religion or a nation, or that insults the victims of crimes against humanity by contesting the existence of those crimes; or (v) restrict or inhibit any other user from using the Services. We have no obligation to monitor User Content. However, we reserve the right to review User Content and take any action we deem necessary as to such User Content, including but not limited to editing or removing your User Content and/or suspending or terminating your Account and/or access to the Services based on your violation of the rules specified here.
3.3 Ownership and Use of User Content. As between you and Company, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input, and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. We may use User Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our Agreement and policies, and keep our Services safe.
3.4 Feedback. You may, but not are not required to provide feedback to us regarding the Service, including but not limited to usability, bug reports and test results (collectively “Feedback”). It is expressly agreed that all rights, title and interest, including all copyrights, to all Feedback is owned by us and may be used by us without restriction and without any obligations or compensation to you. You hereby assign and convey to us any rights and interests in any such Feedback you may have, create or provide during the term of this Agreement. To the extent that such assignment is held to be invalid or unenforceable, you hereby grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, fully paid-up, royalty-free license to use any Feedback.
3.5 Third Party Services. The Services may include, or be used in connection with, certain third party products, software, integrations, and services (“Third Party Services”). Your use of any Third Party Services is subject to any terms, conditions, or policies applicable to such Third Party Services, and we do not control or accept any responsibility for your use of such Third Party Services. Any use of Third Party Services is as at your own risk.
3.6 No Accuracy. When you use our Services, you understand and agree: (i) Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice, (ii) you must evaluate Output for accuracy and appropriateness for your use case, including using human review and verification as appropriate, before using or sharing Output from the Services, (iii) you must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, financial, or other important decisions about them, (iv) our Services may provide incomplete, incorrect, or offensive Output that does not represent Company’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Company. Due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar output from our Services. Your rights to Output do not extend to other users’ output or any output, data, information, or materials generated by Third Party Services.
4.1 Prohibited Conduct. You may not, whether intentionally or unintentionally, directly or indirectly: (i) violate any applicable local, state, national or international law or regulation in connection with your use the Services, (ii) infringe any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity), (iii) use the Services for any illegal, harmful, or abusive activity, (iv) automatically or programmatically extract data or Output (defined below), (v) Represent that Output was human-generated when it was not; or (vi) access or use the Services to develop any similar, substitute, or competing products or services.
4.2 No Service Attacks. You may not institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Services, directly or indirectly introduce or submit any harmful or disabling code to the Services, or otherwise attempt to disrupt the Service or any other person's use of the Service. Any such attempt is a violation of criminal and civil laws. In the event that you make or assist in such an attempt, we reserve the right to seek damages or criminal prosecution to the maximum extent permitted by law.
4.3 No Unauthorized Access. You may not attempt to gain unauthorized access to the Services, others' Accounts whether through hacking, password mining, false key creation, or any other means.
4.4 No Reverse Engineering. You may not obtain or attempt to mine, harvest, or scrape any information from the Service (including our models or algorithms) through any means not intentionally made available by us through the Service. You may not reverse engineer, decompile or disassemble the Service, including any proprietary communications protocol used by the Service, or otherwise attempt to derive the source code.
4.5 No Emulators. Only we may host Service. You may not establish an emulated Service environment, regardless of the method used to do so. Such prohibited methods may include, but are not limited to, protocol emulation, reverse engineering, or using any utility program to host the Service in any manner.
5.1 Generally. The Services, including its features and related information, are proprietary and confidential information to us. You agree not to disclose any information whatsoever regarding Services, documentation, or any information related to or derived from this Agreement (including but not limited to features, results of use or testing, or discussions on any beta forums) to any third party, or to any party subject to this Agreement other than on the official forums provided by us.
5.2 Content. From time to time, depending on the type of Account you maintain, Company may provide you with access to content submitted by other users and available through the Services. You agree to protect and hold in strict confidence all such user content provided or made available to you. Any disclosure or use of any such information for any purposes other than you internal business purposes is expressly prohibited.
6.1 Compliance. Each party agrees to comply, at all times during the term of this Agreement, with all applicable laws and regulations related to its performance hereunder.
6.2 Disclaimer. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE.
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, ENHANCED, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ANOTHER REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions the liability of the Company, its affiliates, licensors and suppliers shall be limited to the fullest extent permitted by law.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S AND ITS AFFILIATES’, LICENSORS’, AND SUPPLIERS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, CLAIMS, CAUSES OF ACTION, AND DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR YOUR USE OF THE SERVICES IN THE SIX MONTH PERIOD BEFORE THE LIABILITY AROSE, AND ONE HUNDRED DOLLARS ($100.00).
7.3 You agree to indemnify and hold the Company and its affiliates, licensors, and suppliers harmless from and against any liabilities, costs, claims, demands, damages, expenses (including reasonable attorneys’ fees), and other losses arising out of or in any way related to: (i) any breach by you of this Agreement, (ii) User Content; (iii) your violation of applicable laws; or (iv) your use or access of the Service.
8.1 Covered Disputes and Arbitration Requirement. You and the Company agree to the following provisions for the resolution of any and all disputes and causes of action related to or connected with this Agreement, the Company Website, the Services, and any related communications and offerings (a “Dispute”). As set forth further in this Dispute Resolution Agreement, any Dispute shall be resolved by individual, final and binding arbitration under the rules of the American Arbitration Association. YOU AND WE UNDERSTAND AND AGREE THAT WE ARE WAIVING OUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND OUR RIGHTS. OTHER RIGHTS THAT YOU OR WE MIGHT HAVE IN COURT, SUCH AS DISCOVERY AND JURY, MAY BE LIMITED OR NOT EXIST IN ARBITRATION.
8.2 Notice. The party asserting a Dispute shall provide written notice to the other party describing the facts and circumstances (including by attaching any relevant documentation) and allowing the receiving party sixty (60) days in which to respond. Notice shall be made by first class or registered mail (1) Synthetic Lab, Co., 2261 Market Street STE 86195, San Francisco, CA 94114 or (2) to you at the then-current address we have on file with your Account. Both you and we agree th
8.3 How Arbitration Works. Following the sixty (60) day notice period, either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (together, “AAA Rules”), as modified by this Arbitration Agreement. The parties agree to arbitrate by video or as otherwise agreed between the parties. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. The AAA Rules are available on the AAA’s website at www.adr.org. In order to initiate arbitration, you or we must include with the arbitration demand the written notice required as part of the initial dispute resolution process, to be confirmed by AAA as a prerequisite to initiation of arbitration. The arbitrator will have exclusive authority to resolve all issues, including the arbitrability of any dispute or claim, except that the state and federal courts in the State of California will have exclusive authority to decide (1) whether either party complied with the pre-arbitration notice requirements and enjoin any arbitration filed in breach of those requirements; and (2) the enforceability of the prohibition on class, collective, and representative actions, and claims for public injunctive relief. You and we also agree that (1) an arbitration award will have no preclusive effect in any other arbitration unless both you and we are parties to it, and (2) awards issued in other arbitrations will have no preclusive effect in the arbitration between us unless you and we were both parties to the arbitration resulting in the award.
8.4 Class Action Waiver. You and we each agree to waive the right to resolve any Dispute in court before a jury and that any arbitration will be conducted only on an individual basis and not in a class, collective or representative action. Except for a claim for public injunctive relief, which will be severed from any arbitration and may be litigated in a state or federal court in the State of California, any relief or damages awarded to you or us will be your individual capacity.
8.5 Mass Arbitrations. If a “mass arbitration” is filed as defined under the AAA Mass Arbitration Supplementary Rules (“Mass Arbitration Rules”), you and we agree to follow the Mass Arbitration Rules and Consumer Mass Arbitration and Mediation Fee Schedule, as modified by this Agreement. To increase the efficiency of administration and resolution, in the event 50 or more mass arbitrations are filed, AAA shall (a) administer the demands in batches of 50 demands per batch (to the extent there are fewer than 50 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); and (b) designate one arbitrator per batch. Notwithstanding anything else in this Agreement, if 1,000 or more mass arbitration demands are filed consistent with the requirements of this Dispute Resolution Agreement, the relative advantages and efficiencies of arbitration may be lost. In that circumstance, you or we may elect to resolve the Dispute by a putative class action filed in the state or federal courts in New York. In that case, you and we agree not to object to the filing of a putative class action concerning the Dispute, but do not waive any jurisdictional or other rights under the U.S. Constitution or Federal Rules of Civil Procedure, including the right to contest class certification under Rule 23.
8.6 Right to Opt Out of this Arbitration Agreement. Right to Opt Out of this Arbitration Agreement. You may opt out of this Dispute Resolution Agreement within the first 30 days after the earliest of the first time you (a) make a purchase from the Company Website; or (b) create an Account or otherwise access and use the Services. You may also opt out of this Arbitration Agreement within 30 days after we notify you regarding a material change to this Arbitration Agreement. You may opt out by sending an email to [email protected] or by sending a letter to Synthetic Lab, Co., 2261 Market Street STE 86195, San Francisco, CA 94114. You should include your printed name, mailing address, and the words “Reject Arbitration.”
8.7 Applicable Law for Disputes. You and we agree that the Federal Arbitration Act shall govern any Dispute, including the interpretation, enforcement and all proceedings and that, to the extent applicable, the Dispute will be decided under the substantive law shall be the law of the State of California, excluding its conflict of laws rules, and the Agreement, our Privacy Policy and any other policies posted from time to time on the Site or otherwise provided to you.
9.1 Governing Law. This Agreement is governed by the laws of the State of California, excluding its conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in the State of California for all claims and disputes arising out of or relating to the Services and this Agreement.
9.2 Assignment. We may assign this Agreement, in whole or in part, at any time. You may not assign this Agreement without our prior written approval.
9.3 Invalidity. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
9.4 Entire Agreement. This Agreement constitutes the entire Agreement between you and us with respect to the Services and the subject matter hereof, and supersedes all prior or contemporaneous agreements and communications, whether electronic, oral or written, between you and us.
9.5 No Waiver; Severability. Our failure or delay to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any term or part of this Agreement is found to be illegal, invalid or unenforceable, this will have no effect on any other terms and conditions of this Agreement.
9.6 Force Majeure. Neither party shall be liable or be deemed to be in default for any delay or failure in performance or interruption resulting directly or indirectly from any cause or circumstance beyond its reasonable control, equipment or telecommunications failure (including without limitation problems resulting from internet service provider delivery or communication or delivery problems associated with the internet in general), labor dispute, or failure of any third party to perform any agreement that substantially prevents such party’s ability to perform its obligations hereunder and such delay or failure could not have been prevented by reasonable precautions by such Party.
9.7 Notice. Company may provide you notice through the Company Website, to your email address on file with your Account, or any other reasonable means. All notices given by you or required under this Agreement shall be in writing and addressed to:
Synthetic Lab, Co.
226 Market Street STE 86195
San Francisco, CA 94114
Last Updated: December 19, 2024