Updated and Effective Date: September 17, 2024
Introduction
These Terms of Use ("Terms") govern your access to and use of the services provided by SyntheticIQ ("Company," "we," "us," or "our"), including our website at www.syntheticiq.com, its subdomains, and any other websites we own or may deliver services through in the future, mobile applications, and any other platforms (collectively, the "Services"). By accessing or using our Services, your organization ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy outlines how we collect, use, and safeguard your personal information. By using the Services, you agree to the terms of the Privacy Policy. We encourage you to read the Privacy Policy carefully.
1. Eligibility
You must be at least 18 years old to use our Services. By accessing or using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to agree to these Terms on behalf of your organization, or if a sole proprietor, on behalf of the sole proprietor.
2. Services Overview
SyntheticIQ specializes in creating virtual synthetic humans ("Synths") that mimic the behaviors, characteristics, and preferences of your real-world target audience. We help organizations derive actionable insights ("Synthetic Intelligence") by creating and conducting surveys and running simulations against populations of Synths.
3. Account Registration and Security
Registration: To access certain features of our Services, you must create an account by providing accurate and complete information, including your name, title, company name, email address, mobile phone number, business description, intended purpose with the platform, information about your target audience, and other relevant data.
Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
Third-Party Access: You shall not grant any third party access to your account or our Services without our express written consent.
4. Fees and Payment
Our pricing structure is published on our website at www.syntheticiq.com/pricing and may be updated from time to time.
a. Fees
Synth Creation Fee
A one-time fee based on the number of Synths created and charged when the order for Synths is placed.
Quarterly Synth Access Fee
A recurring fee charged every three months beginning on the date of initial Synth creation ("Regular Quarterly Billing Date"), based on the number of Synths maintained on our platform.
b. Payment Terms
Payment Method: All payments and sensitive cardholder data are processed and stored by our third-party payment processor, who undergoes and passes an annual PCI DSS (Payment Card Industry Data Security Standards) assessment performed by a Qualified Security Assessor who is approved by the PCI SSC (Payment Card Industry Security Standards Council). You must maintain a valid payment method on file.
Billing Authorization: By providing a payment method, you authorize us to charge all applicable fees to that payment method.
Late Payments: Failure to pay fees when due may result in suspension or termination of your access to the Services. Accounts more than five (5) business days overdue will be suspended until full payment is received.
c. Refund Policy
No Refunds: All fees are non-refundable unless the Services are substantially unavailable due to system issues on our end. We encourage you to contact us to resolve any concerns.
5. Cancellation and Synth Retirement
a. Account Cancellation
You may cancel your use of the Services by closing your account online at least ten (10) days before your next Regular Quarterly Billing Date.
b. Synth Retirement
You may retire Synths online before your Regular Quarterly Billing Date to avoid being charged the Quarterly Synth Access Fee for those Synths.
Reactivating Retired Synths:
If you choose to reactivate retired Synths within thirty (30) days of retiring them, you will pay a pro-rata Quarterly Synth Access Fee based on the number of days left in your current billing cycle.
After thirty (30) days from retirement, you must build new Synths or pay the Synth Creation Fee to reactivate retired Synths.
6. Intellectual Property Rights
a. Ownership
Company IP: We own all rights, title, and interest in and to the Services, including but not limited to the Synths, the underlying technology, software, algorithms, and any improvements or modifications thereto.
Client Data: You own all data and information you submit to us and insights we generate for you, including information about your business plans and target audience.
b. Licenses
License to Use Services: We grant you a non-exclusive, non-transferable, revocable license to access and use the Services and the Synths solely for your internal business purposes, subject to these Terms.
License to Client Data: You grant us an irrevocable, perpetual, royalty-free, worldwide license to use, reproduce, modify, and aggregate your data and any insights generated through the Services, in an anonymized manner for the purpose of improving and expanding our Services.
c. Restrictions
You shall not:
Reverse engineer, decompile, or disassemble any aspect of the Services.
Use any information obtained from the Services to compete with us.
Infringe upon our intellectual property rights or those of any third party.
7. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or sensitive information obtained during the course of this agreement. This obligation survives the termination of these Terms.
8. DISCLAIMERS AND LIMITATION OF LIABILITY
a. DISCLAIMERS
NO WARRANTIES: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
ACCURACY OF INSIGHTS: WHILE WE STRIVE TO PROVIDE VALUABLE INSIGHTS THROUGH OUR SYNTHS, WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY RESULTS OR RECOMMENDATIONS. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE INSIGHTS AND SYNTHETIC INTELLIGENCE DERIVED FROM OUR SERVICES.
b. LIMITATION OF LIABILITY
EXCLUSION OF DAMAGES: TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES.
CAP ON LIABILITY: THE TOTAL LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FORCE MAJEURE: NEITHER PARTY SHALL BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE UNDER THESE TERMS (OTHER THAN FOR DELAYED PAYMENTS) TO THE EXTENT SUCH FAILURE OR DELAY IS CAUSED BY CONDITIONS BEYOND THE REASONABLE CONTROL OF THE PARTY, INCLUDING BUT NOT LIMITED TO NATURAL DISASTERS, PANDEMICS, GOVERNMENTAL ACTIONS, TERRORISM, WAR, INSURRECTION, LABOR CONDITIONS, POWER FAILURES, OR INTERNET DISTURBANCES.
9. Indemnification
You agree to indemnify, defend, and hold harmless SyntheticIQ and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or in any way connected with:
Your access to or use of the Services.
Your violation of these Terms.
Your infringement of any third-party rights, including intellectual property rights.
Any misuse or improper use of the Services.
10. Termination and Suspension
a. Termination by Us
We may suspend, revoke, or terminate your access and license to the Services immediately and without prior notice if you:
Fail to comply with these Terms.
Use the Services for any illegal or unauthorized purpose.
Engage in acts of moral turpitude.
Become insolvent or declare bankruptcy.
Infringe upon our intellectual property rights or those of third parties.
Impact the stability or security of the Services.
Fail to maintain a valid payment method or are delinquent in payment.
b. Termination by Us for Discontinuation of Services
We reserve the right to terminate the Services, or any part thereof, at our sole discretion for any reason. In the event we discontinue the Services, we will provide you with at least thirty (30) days' notice and issue a pro-rata refund for any prepaid fees covering the remainder of your current billing cycle from the effective date of termination.
c. Effects of Termination
Access: Upon termination, your access to the Services will be revoked.
Data Retrieval: If you are in good standing and not terminated for cause, you have eight (8) business days to retrieve any of your insights or data from the platform.
Surviving Provisions: The provisions concerning intellectual property rights, confidentiality, DISCLAIMERS, LIMITATION OF LIABILITY, indemnification, and any other provisions that by their nature should survive termination shall remain in effect.
11. Dispute Resolution
a. Mediation and Binding Arbitration
Mediation: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, the parties agree to first attempt to resolve the dispute through mediation administered by JAMS in Reno, Nevada.
Binding Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be final and binding upon the parties.
b. Litigation Exception
Initiation of Litigation: If any party initiates legal proceedings in court despite this agreement to mediate and arbitrate, the initiating party agrees to bear all costs and expenses, including reasonable attorney's fees, incurred by the other party in enforcing the dispute resolution provisions of these Terms, unless such litigation is brought in response to the counter-party refusing to engage in mediation or binding arbitration.
c. Attorney's Fees and Costs
Prevailing Party: In any mediation, arbitration, or litigation arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorney's fees and legal costs from the non-prevailing party.
d. Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. The venue for any mediation, arbitration, or permitted litigation shall be in Reno, Nevada.
12. Marketing and Communications
By creating an account, you consent to receive promotional materials and communications from us via email, SMS, and other means. You may opt-out of marketing communications at any time by following the unsubscribe instructions provided in the communications. Some business communications from us cannot be opted out of.
13. Security Measures
We implement reasonable security measures to protect your data, including encryption of data in transit and at rest where applicable. However, no method of transmission over the internet or electronic storage is completely secure. We comply with our legal obligations regarding data breaches and will notify you as required by law in the event of a breach that affects your personal information.
14. Compliance with Laws
You agree to comply with all applicable laws and regulations in connection with your use of the Services, including but not limited to data protection laws like the CCPA and GDPR where applicable. It is your responsibility to ensure compliance; we do not provide legal compliance services.
15. Changes to the Terms
We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our website. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
16. Miscellaneous
Entire Agreement: These Terms constitute the entire agreement between you and us regarding the Services and supersede any prior agreements.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
17. Contact Information
If you have any questions about these Terms, please contact us at:
Email: legal@syntheticiq.com
Fax: +1-760-452-7814 (do not fax any sensitive cardholder data)