This Master License Agreement, including all Order Forms (collectively, this “Agreement”), is between SynMax, Inc., a Delaware corporation (“SynMax”), and the licensee identified in the applicable Order Form (“Licensee”).
SynMax has developed proprietary software platforms (each, a “Software Platform”) and AI-powered analytics platforms providing agent-based analysis, visualization, and reporting (each, an “Agent”) (collectively, the “Platform”). This Agreement governs Licensee’s access to and use of the Platform.
An “Order Form” means a written ordering document that expressly references this Agreement, identifies the Platform products and services being licensed, specifies the applicable Fees and Term, and is executed by authorized representatives of both parties. No other document constitutes an Order Form unless it satisfies these requirements and is countersigned by SynMax.
By executing an Order Form, Licensee acknowledges that it has read, understands, and agrees to be bound by this Agreement as published by SynMax and in effect as of the date of such Order Form. This Agreement is effective as of the date of the first Order Form executed by Licensee (the “Effective Date”). Licensee’s execution of an Order Form and payment of the applicable Fees constitute sufficient consideration for the obligations set forth herein.
1. LICENSE GRANT
1.1. Data License. Subject to the applicable Order Form, Licensee’s material compliance with this Agreement, and payment of the Fee (as defined in Section 2.1), SynMax grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable only in accordance with Sections 8.2 and 8.3, worldwide right and license during the Term (as defined in Section 8.1) to: (i) access and use the Platform (including the Software Platforms, Agents, and any proprietary application programming interface made accessible by SynMax (the “SynMax API”)) for the purpose of accessing all data, outputs, analyses, and results produced by, generated from, or delivered through the Platform (“Data”); (ii) receive, access, use, copy, store, display, modify, and create derivative works of Data on servers owned or leased by Licensee; and (iii) reproduce and create derivative works of Data solely for Licensee’s internal business purposes. Licensee may display, publish, and distribute Licensee Modifications (as defined in Section 6.2) to third parties, including via Licensee’s own API or other means, provided that such distribution complies with Section 6.2 and does not include distribution of underlying Data in unmodified, standalone form. For purposes of this Agreement, Licensee’s right to “use” Data is limited to accessing, viewing, analyzing, and incorporating Data into Licensee’s internal business operations and Licensee Modifications as expressly permitted under this Section 1 and Section 6.2, and does not include any right to use Data for purposes not expressly authorized herein. Data does not include Licensee Data (as defined in Section 5.1) or Third-Party Collected Data (as defined in Section 6.2.4).
1.2. Agents Access. Subject to the applicable Order Form, Licensee’s material compliance with this Agreement, and payment of the Fee, SynMax grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable only in accordance with Sections 8.2 and 8.3, worldwide right and license during the Term (as defined in Section 8.1) to access and use Agents via the web-based platform through Credentials (as further defined in Section 1.3), solely for Licensee’s internal business purposes and as otherwise expressly permitted under Section 6.2. Licensee’s authorized use of Agents includes directing Agents to collect, retrieve, or compile data from third-party sources external to the Platform, subject to Licensee’s compliance with Section 6.2.4 and all applicable laws.
1.3. End Users. “Credentials” means the unique accounts, passwords, API keys, and other authentication credentials associated with Licensee’s use of the Platform. “End User” means any employee or contractor of Licensee authorized to access the Platform on Licensee’s behalf using Credentials. End Users may access the Platform provided that: (i) Licensee ensures each End User is bound by enforceable obligations to comply with this Agreement; (ii) such use is solely for Licensee’s internal business purposes and as otherwise expressly permitted under Sections 1.1, 1.2 and 6.2; (iii) such use does not expand the scope of the licenses granted hereunder; and (iv) Licensee is fully responsible and liable for all acts and omissions of its End Users under this Agreement.
1.4. Reservation of Rights. All rights not expressly granted herein are reserved by SynMax. No implied licenses are granted. The Platform and Data are licensed and not sold under this Agreement.
1.5. Changes to Platform. SynMax may, in its sole discretion, improve, modify, update, add, or remove any functions, features, or components of the Platform at any time; provided, however, that such changes shall not materially degrade the core functionality of the Platform as described in the applicable Order Form. SynMax shall use commercially reasonable efforts to provide Licensee with advance notice of changes that may materially affect Licensee’s existing integration or use of the Platform, but failure to provide such notice shall not constitute a breach of this Agreement.
2. FEES AND PAYMENT
2.1. Fees. In consideration of the license granted herein, Licensee shall pay SynMax the fee set forth in each Order Form (the “Fee”). Unless otherwise set forth in an Order Form, all Fees shall be due within thirty (30) days after the date of the applicable invoice. All payments to SynMax are non-refundable except as otherwise expressly provided in this Agreement or the applicable Order Form. All payments shall be made in United States dollars via electronic funds transfer or otherwise as per the instructions of SynMax.
2.2. Late Payments. Any payment not received from Licensee when due shall incur interest at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is less.
2.3. Taxes. All amounts payable hereunder by Licensee are exclusive of any value added, sales, use, excise, or other similar taxes (collectively, “Taxes”). Licensee shall be solely responsible for paying all applicable Taxes. If SynMax has the legal obligation to collect any Taxes, Licensee shall reimburse SynMax upon invoice. If Licensee is required by law to withhold any taxes from its payments to SynMax, Licensee shall provide SynMax with an official tax receipt or other appropriate documentation and take reasonable steps to minimize such withholdings.
2.4. Renewal Pricing. Unless the applicable Order Form specifies a renewal fee adjustment mechanism, Fees for any renewal term shall be the same as those in effect during the immediately preceding term, subject to SynMax’s right to increase Fees upon no less than sixty (60) days’ written notice prior to the commencement of a renewal term. Renewal fee increases shall not exceed five percent (5%) of the then-current annual Fee unless otherwise agreed in the applicable Order Form.
2.5. Agents Credits Generally. Licensee’s access to and use of Agents is metered and consumed in units called “Credits.” A Credit is the unit of measurement used by SynMax to meter Licensee’s consumption of functionality on the Agents, as measured by SynMax’s then-current backend metering methodology. SynMax’s metering shall be determinative of Credit consumption. For estimation purposes only, and not as a contractual commitment, representation, or warranty, one (1) Credit is typically sufficient for approximately one (1) complex query; provided, however, that actual Credit consumption varies based on query complexity, length, data retrieval depth, and other factors. The foregoing estimation guideline shall not be used to dispute SynMax’s metering of Credit consumption.
2.6. Monthly Allocation. Licensee is allocated the number of Credits per calendar month set forth in the applicable Order Form (the “Monthly Allocation”), included in the Fees set forth in such Order Form. The Monthly Allocation is a single allocation to Licensee and, unless otherwise specified in the Order Form, is not divided among Platform products licensed under the Order Form. The Monthly Allocation shall be credited to a single Agents account maintained for Licensee on the first (1st) day of each calendar month during the Term, regardless of the commencement or renewal date of the Term. Unused Credits from the Monthly Allocation shall expire at the end of each calendar month and shall not roll over to any subsequent calendar month. No refund or compensation shall be due for any Monthly Allocation Credits that expire unused.
2.7. Additional Credits. Licensee may purchase additional Credits in blocks of the size set forth in the applicable Order Form (each, a “Credit Block”) at the price set forth in the applicable Order Form (the “Credit Block Price”). Credit Blocks shall be purchased pursuant to a separate ordering document executed by the parties referencing the applicable Order Form (each, a “Credit Block Order”) specifying the number of Credit Blocks purchased. The Credits represented by any Credit Block (“Additional Credits”) shall be made available to Licensee for immediate use upon SynMax’s receipt of the executed Credit Block Order. Additional Credits shall roll over from one calendar month to the next throughout the then-current term of the Order Form under which they were purchased and shall expire automatically upon the expiration or termination of such term. Additional Credits do not carry over into any renewal term unless expressly agreed in writing by the parties. Additional Credits are non-refundable and non-transferable. Licensee shall pay the fees set forth in each Credit Block Order within thirty (30) days after the date of the applicable invoice, and amounts not timely paid shall accrue interest at the rate set forth in Section 2.2.
2.8. Order of Consumption; Suspension Upon Exhaustion. Credits in Licensee’s account shall be consumed in the following order: (i) Monthly Allocation Credits for the then-current calendar month shall be consumed before Additional Credits; and (ii) within Additional Credits, older Additional Credits shall be consumed before newer Additional Credits (i.e., first-in, first-out). Upon exhaustion of all available Credits in Licensee’s account (including any unused Additional Credits), Licensee’s access to Agents functionality will suspend until the earlier of (a) the refresh of the Monthly Allocation on the first (1st) day of the next calendar month or (b) the activation of additional Credit Blocks purchased pursuant to Section 2.7. Suspension under this Section 2.8 shall not constitute a breach by SynMax of this Agreement or any Order Form, and Licensee shall not be entitled to any refund, credit, or other compensation in connection with such suspension. For clarity, suspension under this Section 2.8 is independent of, and in addition to, SynMax’s suspension rights under Section 8.2.
2.9. Changes to Metering and Pricing. SynMax may modify the Credit metering methodology, the Monthly Allocation, and the Credit Block Price; provided, however, that (i) no such modification shall retroactively change the Credit consumption of interactions completed prior to the effective date of the modification; (ii) any change to the Credit Block Price shall apply only to Credit Block Orders executed on or after the effective date of the modification; and (iii) any modification to the Monthly Allocation or the Credit Block Price effective during the then-current term of an Order Form shall require the affected Licensee’s written consent, except where the applicable Order Form expressly permits unilateral modification. SynMax shall use commercially reasonable efforts to provide Licensee with advance notice of changes that may materially affect Licensee’s existing use of Agents.
2.10. Forfeiture on Termination. Upon expiration or termination of an Order Form for any reason, all Credits associated with such Order Form (including unused Monthly Allocation Credits and unused Additional Credits) shall be forfeited as of the effective date of such expiration or termination, and no refund, credit, or other compensation shall be due to Licensee in connection therewith. Termination of one Platform license under an Order Form (whether for cause or otherwise) shall not reduce or modify the Monthly Allocation under such Order Form so long as at least one Platform license under such Order Form remains in effect. The Monthly Allocation under any Order Form shall cease upon termination of all Platform licenses under such Order Form.
3. ACCEPTABLE USE AND RESTRICTIONS
3.1. General Restrictions. Licensee shall use the Platform only for lawful internal business purposes and as otherwise expressly permitted under Section 1.1 and Section 6.2, and shall not, and shall not permit any End User or third party to: (a) share Credentials or API keys with any unauthorized party; (b) circumvent usage limits, access controls, or security measures; (c) use the Platform for purposes beyond the scope of the license granted herein, including commercial resale or redistribution except as expressly permitted; (d) use automated tools to scrape or bulk-download data beyond authorized API functionality, provided that this restriction does not prohibit Licensee’s use of Agents or other Platform tools to collect Third-Party Collected Data from external sources in the ordinary course of authorized Platform use; (e) reverse engineer, decompile, disassemble, or otherwise attempt to access or derive the source code or architectural framework of any part of the Platform; (f) upload code, files, scripts, agents, or programs intended to do harm, including viruses, worms, time bombs, and trojan horses (collectively, “Malicious Code”) or interfere with Platform operations; (g) use the Platform in violation of applicable laws, including export control laws; (h) benchmark the Platform against competing products or publish performance comparisons that include SynMax’s Confidential Information without SynMax’s prior written consent; (i) remove or alter any proprietary notices or markings; (j) extract, copy, or reconstruct any of SynMax’s proprietary prompts, instructions, configurations, analytical workflows, AI model configurations, or skills (meaning the specific task-oriented capabilities, functional modules, and trained behavioral configurations that Agents can execute) used within the Agents platform, which constitute trade secrets of SynMax (collectively, “Agent Prompts and Skills”); (k) access or use the Platform as a substitute for any data license to which Licensee is or reasonably should be a party; (l) take any action that imposes an unreasonable or disproportionately heavy load on the Platform or related infrastructure; (m) rent, lease, lend, sell, or sublicense the Platform, or otherwise provide access to the Platform to anyone who is not an End User or as part of a service bureau or similar fee-for-service purpose; (n) use Data, in whole or in part, to train, fine-tune, validate, benchmark, or otherwise develop any machine learning model, artificial intelligence system, neural network, large language model, or similar technology (collectively, “AI/ML Systems”), whether owned by Licensee or any third party, without SynMax’s prior written consent; provided that this restriction shall not apply to Licensee’s use of Agents or other AI-powered features of the Platform in the ordinary course as expressly contemplated by this Agreement; (o) distribute, transfer, share, sublicense, or make available Data to any third party, whether in raw, unmodified, minimally modified, aggregated, or embedded form, except as expressly authorized in Section 1.1 with respect to Licensee Modifications that comply with Section 6.2; or (p) permit any third party to do any of the foregoing.
3.2. Competitor Disclosure. If Licensee or any of its affiliates develops, markets, sells, or licenses products or services that are directly competitive with the specific Platform product licensed under the applicable Order Form, Licensee shall disclose that fact to SynMax prior to executing any Order Form under this Agreement. SynMax reserves the right to deny, revoke, or terminate access to any Licensee that SynMax reasonably determines to be a competitor with respect to the specific Platform product(s) licensed under the applicable Order Form. Failure to disclose a competitive relationship constitutes a material breach of this Agreement.
3.3. Data Storage. Licensee shall store Data only on services owned or leased by Licensee and shall not commingle Data with any third-party data in a manner preventing identification and deletion upon termination. This Section 3.3 does not apply to Third-Party Collected Data (as defined in Section 6.2.4), which Licensee may store and manage at its discretion.
3.4. Trade Secrets. Licensee acknowledges and agrees that the Agent Prompts and Skills, analytical methodologies, algorithms, and AI model configurations used within the Platform are trade secrets of SynMax. Licensee shall not, directly or indirectly, attempt to discover, extract, reverse engineer, or reconstruct any Agent Prompts and Skills or the analytical methodologies of the Platform.
3.5. Licensee Responsibilities. Licensee and its End Users shall be solely responsible for: (i) obtaining, configuring, and maintaining any hardware, network connectivity, and third-party software required to access the Platform; (ii) protecting the confidentiality of Credentials and all activities undertaken using Credentials and any account, database, hardware, system, or other facility within Licensee’s custody or control (collectively, “Licensee Facilities”); and (iii) promptly notifying SynMax in writing of any unauthorized access to or use of the Platform through Licensee Facilities and making reasonable efforts to eliminate the same. Licensee shall at all times implement appropriate security policies and access control methodologies to safeguard access to and use of the Platform, which shall comply with prevailing industry standards but in no case consist of less than reasonable care.
3.6. Audit Rights. Upon no less than fifteen (15) business days’ advance written notice and no more than once per twelve (12) month period (unless SynMax has a reasonable basis to suspect a breach), SynMax may audit Licensee’s use of the Platform and compliance with this Agreement. Such audit may be conducted by SynMax or an independent third-party auditor bound by confidentiality obligations. Licensee shall cooperate with and provide reasonable access and information for such audit. If any audit reveals a material breach, Licensee shall promptly cure such breach and shall reimburse SynMax’s reasonable audit costs.
4. CONFIDENTIALITY
4.1. Definition. “Confidential Information” means information disclosed by one party to the other in connection with this Agreement that is identified as confidential or proprietary, or that should reasonably be understood to be confidential given its nature or circumstances of disclosure. Confidential Information includes: the terms of this Agreement and each Order Form (including pricing and usage parameters); source code and architectural framework of the Platform; Agent Prompts and Skills; Licensee Prompts (subject to SynMax’s rights under Section 5.3); analytical methodologies; API specifications; information relating to future Platform releases; business plans; and any non-public information disclosed by one party to the other. Agent Prompts and Skills, analytical workflows, and AI model configurations shall be deemed Confidential Information of SynMax regardless of marking. The terms of this Agreement and each Order Form (including all pricing and usage parameters) are the Confidential Information of SynMax. Neither SynMax’s posting of this Agreement on a restricted-access website, nor SynMax’s making this Agreement available to its licensees in connection with their authorized use of the Platform, shall constitute public disclosure of, place into the public domain, or waive or diminish the confidential status of, the terms of this Agreement, in each case as between the parties and regardless of whether such terms are or become available to others. “Aggregated Data” means data derived from the operation of the Platform across multiple Licensees that has been aggregated, de-identified, and anonymized in a manner that: (a) does not reveal personally identifiable information; (b) cannot reasonably be used to identify Licensee, any End User, or any individual as its source; and (c) does not disclose or reflect the specific queries, analytical focus areas, or usage patterns of any individual Licensee. Aggregated Data is the Confidential Information of SynMax, not of Licensee. SynMax shall not include the substance or content of Licensee Data or Third-Party Collected Data in Aggregated Data without the applicable Licensee’s prior written consent. Aggregated Data may incorporate anonymized volumetric and statistical trends derived from Usage Data (such as aggregate query volumes, feature adoption rates, and Platform performance metrics) provided such trends comply with the requirements of clauses (a) through (c) above. “SynMax Partners” means SynMax’s resellers, distributors, referral partners, channel partners, integration partners, technology partners, upstream data providers whose data, content, or feeds are incorporated into or delivered through the Platform and to whom SynMax is contractually obligated to disclose Licensee account or subscription information as a condition of SynMax’s data licensing rights, and other commercial third parties engaged by SynMax in connection with the marketing, sale, delivery, support, or integration of the Platform, in each case bound by written confidentiality obligations no less restrictive than this Section 4.
4.2. Non-Disclosure. Each party may use the other’s Confidential Information only as necessary to exercise its rights and perform its obligations under this Agreement and shall protect it using at least the same degree of care it uses for its own confidential information of like nature (but no less than reasonable care). Neither party may disclose the other’s Confidential Information except to: (a) employees, officers, directors, contractors, and agents with a need to know who are bound by written confidentiality obligations no less restrictive than this Section 4; (b) legal counsel, accountants, and auditors under obligations of professional confidentiality; (c) potential acquirers, merger partners, investors, or lenders (and their advisors) in connection with bona fide due diligence, provided such recipients are bound by written non-disclosure obligations no less restrictive than this Section 4 and the disclosing party is notified in advance to the extent permitted by law; or (d) SynMax Partners, solely to the extent necessary for the marketing, sale, delivery, support, integration, billing, revenue share administration, renewal coordination, or account management of the Platform, provided that such SynMax Partners are bound by written confidentiality obligations no less restrictive than this Section 4 and SynMax remains responsible for any breach of this Section 4 by such SynMax Partners. The receiving party is responsible for any breach of this Section 4 by its recipients. Notwithstanding the foregoing, Licensee shall not disclose any Agent Prompts and Skills, analytical methodologies, or AI model configurations of SynMax under any exception in this Section 4.2 without SynMax’s prior written consent. The restriction in the preceding sentence shall not apply to disclosures compelled by law under Section 4.3(e), provided that Licensee complies with the notice and minimization requirements therein.
4.3. Exceptions. The obligations of Section 4.2 shall not apply to any Confidential Information that: (a) becomes publicly available without fault of the receiving party, provided that this shall not apply to the terms of this Agreement or any Order Form to the extent such terms are or become publicly available as a result of SynMax’s own posting, publication, or distribution of this Agreement; (b) was known by or in the lawful possession of the receiving party prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; (d) is provided to the receiving party by a third party without a breach of any obligation of confidentiality to the disclosing party; or (e) is required to be disclosed by law; provided, however, that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure. Notwithstanding the foregoing, none of the exceptions in clauses (a) through (d) of this Section 4.3 shall apply to Agent Prompts and Skills, analytical methodologies, algorithms, or AI model configurations of SynMax, all of which Licensee acknowledges constitute trade secrets of SynMax, and Licensee shall not disclose any of the foregoing without SynMax’s prior written consent. The exception in clause (e) shall apply to such information only subject to the notice and minimization requirements therein.
4.4. Survival. The obligations under this Section 4 shall survive for five (5) years following expiration or termination of this Agreement; provided, however, that obligations with respect to trade secrets (including Agent Prompts and Skills) shall survive for so long as such information remains a trade secret under applicable law.
4.5. Publicity. SynMax may use Licensee’s logo, name, trade name, and other indicia for purposes of including Licensee in lists of SynMax’s current and former customers and otherwise in promotional or marketing material, including on SynMax’s website, only upon Licensee’s prior written consent. Licensee may withdraw such consent at any time by providing written notice, and SynMax shall comply within thirty (30) days on a prospective basis only. Neither party shall issue any press release or case study specifically referencing the other party without the other party’s prior written consent.
5. DATA, PRIVACY, AND LICENSEE DATA OBLIGATIONS
5.1. Licensee Data Representations and Warranties. All information, data, and materials that Licensee or its End Users submit, upload, or otherwise make available through the Platform or to SynMax are “Licensee Data”. Licensee represents and warrants that: (i) Licensee has all necessary rights, licenses, consents, and permissions (including under applicable data protection laws) to make Licensee Data available through the Platform; (ii) Licensee Data does not and will not infringe, misappropriate, or violate any third-party rights or applicable law; and (iii) Licensee has provided all required notices to individuals whose data may be included in Licensee Data. Licensee, not SynMax, is solely responsible for the accuracy, quality, legality, and appropriateness of all Licensee Data.
5.2. Licensee Data Indemnity. Licensee shall indemnify, defend, and hold harmless SynMax and its officers, directors, employees, agents, affiliates, and successors from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) any breach of the representations and warranties in Section 5.1; (ii) any claim that Licensee Data and Third-Party Collected Data (as defined in Section 6.2.4) infringes, misappropriates, or otherwise violates the Intellectual Property or other rights of any third party; or (iii) Licensee’s failure to comply with applicable data protection laws in connection with Licensee Data and Third-Party Collected Data.
5.3. Data Collection and Privacy.
5.3.1. Usage Data. During the Term, SynMax may collect registration information, technical data relating to Platform performance and availability, and data relating to Licensee’s and End Users’ access to and use of the Platform, including search queries, API calls, feature interactions, workflow configurations, and session analytics (collectively, “Usage Data”), to operate, maintain, secure, and improve the Platform and SynMax’s products and services, including to train, refine, and enhance SynMax’s algorithms, machine learning models, and analytical methodologies. Usage Data, once collected, shall be the property of SynMax. SynMax shall not disclose Usage Data in any form that identifies Licensee or any End User to any third party, except in Aggregated Data form. Notwithstanding any restriction on third-party disclosure of Usage Data in individually identifiable form, SynMax may disclose Licensee-identifiable account information and Usage Data to SynMax Partners solely to the extent necessary for revenue share calculation, commission administration, joint account management, partner-enabled support, and renewal coordination, provided such SynMax Partners are bound by written confidentiality obligations no less restrictive than Section 4.
5.3.2. Licensee Prompts. Without limiting the foregoing, Licensee acknowledges and agrees that the prompts, queries, instructions, and other inputs submitted by Licensee or its End Users to Agents or any other Platform feature (“Licensee Prompts”) constitute Usage Data and may be used by SynMax solely for internal purposes, including: (i) evaluating and measuring Agent and Platform performance; (ii) identifying and correcting errors, inaccuracies, or deficiencies; (iii) training, fine-tuning, and improving SynMax’s algorithms, machine learning models, and analytical methodologies; and (iv) developing new Platform features and capabilities. SynMax shall not disclose Licensee Prompts to any third party, shall not use Licensee Prompts to benefit any individually identifiable Licensee or third party and shall ensure that any model training incorporating Licensee Prompts is conducted using aggregated and de-identified datasets that comply with the Aggregated Data requirements of Section 4.1. Licensee may opt out of the use of its Licensee Prompts for the purposes described in clauses (iii) and (iv) above by providing written notice to SynMax at the address specified in Section 14.3, in which case SynMax shall cease such use within thirty (30) days of receipt of such notice. An opt-out under this Section 5.3.2 shall not affect SynMax’s right to use Licensee Prompts for the purposes described in clauses (i) and (ii) above (performance evaluation and error correction), which Licensee acknowledges is necessary for SynMax to maintain Platform quality and fulfill its obligations under this Agreement. Usage Data does not include the content of Third-Party Collected Data itself but may include metadata relating to the collection request (such as timestamps, source categories, and data volume). Licensee Prompts that direct the collection of Third-Party Collected Data are themselves Usage Data under this Section 5.3, but the data returned in response to such prompts is Third-Party Collected Data under Section 6.2.4 and is not Usage Data. Notwithstanding any opt-out under this Section 5.3.2, if Licensee or any End User requests SynMax to review, improve, troubleshoot, or otherwise assist with specific Licensee Prompts, queries, or workflows (whether by support ticket, email, in-platform request, conversation with SynMax personnel, or other means), Licensee’s request shall constitute Licensee’s affirmative consent to designated SynMax personnel accessing, reviewing, and working with the specifically identified Licensee Prompts, queries, and workflows for the limited purpose of responding to that request. Such consent applies only to the specifically identified materials and only for the duration reasonably necessary to respond to the request. Licensee is solely responsible for ensuring that its End Users authorized to access the Agents Platform are also authorized to make such requests on Licensee’s behalf and to grant the consent described in this Section 5.3.2, and Licensee shall be bound by all such requests as if made by Licensee directly. SynMax shall not use materials accessed under this provision to benefit any other customer in individually identifiable form, and the protections set forth elsewhere in this Section 5.3.2 (no third-party disclosure, no individually identifiable use, aggregated and de-identified training only) continue to apply.
5.4. Artificial Intelligence and Zero Data Retention. SynMax may use artificial intelligence, machine learning, large language models, and related automated technologies (collectively, “AI Tools”) in connection with the performance, delivery, optimization, and support of the Platform, including the generation of Data and Licensee Modifications, as well as system performance improvements, anomaly detection, usage analysis, and user experience enhancement. The use of AI Tools may involve the transmission of data to third-party AI service providers (“Third-Party AI Providers”) for processing. SynMax represents and warrants that it has entered into written agreements or license terms with all Third-Party AI Providers used in connection with the Platform that require Zero Data Retention (“ZDR”) with such Third-Party AI Providers (the “ZDR Agreements”). SynMax further represents and warrants that the ZDR Agreements include obligations on the Third-Party AI Providers to ensure that: (i) input and output data submitted to such Third-Party AI Providers is not stored persistently or otherwise stored except as and solely to the extent necessary for the provision of the AI Tools to Licensee hereunder; (ii) data is not retained beyond transient processing; and (iii) data is not used for training, fine-tuning, augmenting, or otherwise developing any artificial intelligence, machine learning, or large language model. SynMax reserves the right to modify, replace, or discontinue the use of specific AI Tools or Third-Party AI Providers at its sole discretion, provided that any replacement Third-Party AI Provider is subject to ZDR Agreements meeting the requirements of this Section 5.4. Licensee acknowledges that outputs generated using AI Tools may contain errors or inaccuracies and that Licensee’s reliance on such outputs is at Licensee’s sole risk, subject to the limitations of liability set forth in Section 10. Licensee represents and warrants that it has provided all required notices and obtained all necessary consents to permit SynMax to process any data submitted or provided by Licensee in connection with the Platform, including where such data is processed through AI Tools. SynMax’s obligation under this Section 5.4 is limited to maintaining such contractual ZDR requirements with each Third-Party AI Provider and using commercially reasonable efforts to enforce them. SynMax does not warrant the actual conduct of any Third-Party AI Provider, and SynMax shall not be liable for any Third-Party AI Provider’s breach of its ZDR Agreement provided SynMax has complied with its obligations under this Section.
5.5. No Advice or Endorsement. Data and all content provided through the Platform are for informational purposes only and do not constitute legal, tax, investment, financial, or other professional advice. Licensee assumes sole responsibility for evaluating and acting on any information obtained through the Platform. SynMax shall not be liable for any decision made by Licensee or its End Users based on Platform content.
6. INTELLECTUAL PROPERTY
6.1. SynMax Ownership. As between SynMax and Licensee, SynMax owns all right, title, and interest (including all Intellectual Property) in and to: (i) the Platform (including all software, code, algorithms, Agent Prompts and Skills, databases, and documentation); (ii) all Data, excluding Licensee Data, Licensee Modifications, Licensee Outputs, and Third-Party Collected Data (each as defined in Section 6.2); (iii) all Aggregated Data; (iv) the SynMax API; (v) all Usage Data; and (vi) all know-how, methodologies, tools, and other materials developed or used by SynMax in connection with the Platform, together with all updates, improvements, and derivative works thereof. “Intellectual Property” means all patents, copyrights, trademarks, trade secrets, software, databases, data, and all other intellectual property rights. SynMax’s ownership under this Section 6.1 extends to all proprietary data, analyses, and intelligence generated by or through SynMax’s proprietary algorithms, models, and databases, regardless of the method by which such data is accessed or delivered, and does not extend to data or materials that Licensee independently owns under Section 6.2.
6.2. Licensee Ownership of Modifications. Licensee shall own the following categories of data and materials, subject to the conditions set forth in this Section 6.2:
6.2.1. Licensee Data. Licensee owns all right, title, and interest in and to all Licensee Data, excluding SynMax’s Intellectual Property and Data embedded therein.
6.2.2. Licensee Modifications. Licensee owns all right, title, and interest in and to all derivative works created by or on behalf of Licensee from Data and Licensee Data (each, a “Licensee Modification”), including all worldwide Intellectual Property related thereto. “Derivative works” as used in this Agreement shall have the meaning ascribed to such term in the Copyright Law of the United States of America, 17 U.S.C. Section 101 et seq.
6.2.3. Licensee Outputs. Notwithstanding Section 6.1, to the extent any output generated by the Platform (including Agents) is produced in direct response to a Licensee-specific query (“Licensee Output”), such Licensee Output shall be treated as a Licensee Modification for purposes of this Agreement and Licensee shall retain all right, title, and interest therein. SynMax may generate substantially similar or identical outputs for multiple Licensees, and Licensee’s ownership of a Licensee Output does not confer any exclusive right to the underlying Data, analytical methodology, or output format.
6.2.4. Third-Party Collected Data. Data that Licensee or its End Users direct Agents or any other Platform tool to collect, retrieve, or compile from third-party sources external to the Platform (“Third-Party Collected Data”) is not Data as defined in Section 1.1 and is not owned by SynMax. As between SynMax and Licensee, Licensee shall own all right, title, and interest in Third-Party Collected Data, subject to Licensee’s compliance with all applicable laws and the terms of any third-party source from which such data was obtained. SynMax makes no representation or warranty regarding the accuracy, completeness, legality, or continued availability of Third-Party Collected Data and assumes no liability in connection therewith. Any SynMax proprietary Data that is commingled with, displayed alongside, or delivered in conjunction with Third-Party Collected Data remains the property of SynMax under Section 6.1.
6.2.5. Conditions on Licensee Ownership. Licensee acknowledges and agrees that the following conditions apply to all Licensee Modifications, Licensee Outputs, and Third-Party Collected Data: (i) Licensee Modifications and Licensee Outputs may incorporate or be derived from Data that is the Intellectual Property of SynMax under Section 6.1; (ii) Licensee shall not use any Licensee Modification or Licensee Output to regenerate, reconstruct, reverse-engineer, or create a substitute for the underlying Data or any material portion thereof; (iii) Licensee shall not use any Licensee Modification or Licensee Output to create or offer a product or service that is competitive with the Platform; (iv) following expiration or termination of this Agreement or any Order Form, Licensee may retain and continue to use Licensee Modifications and Licensee Outputs solely to the extent such materials do not contain SynMax Confidential Information and are not capable of serving as a functional replacement for the Data or any material component of the Platform as reasonably determined by SynMax; (v) Licensee may retain and continue to use Third-Party Collected Data without restriction, provided such Third-Party Collected Data does not contain SynMax Confidential Information (and to the extent Third-Party Collected Data is commingled with SynMax Data, Licensee shall use commercially reasonable efforts to separate and delete the SynMax Data components, but Licensee’s inability to fully separate such data shall not extinguish Licensee’s ownership of or right to retain the Third-Party Collected Data components therein); and (vi) SynMax retains all right, title, and interest in the underlying algorithms, Agent Prompts and Skills, analytical methodologies, and Platform infrastructure used to generate any Licensee Output or to collect any Third-Party Collected Data, and nothing in this Section 6.2 transfers or licenses any such rights to Licensee.
6.3. Feedback. Any suggestions, comments, ideas, or other feedback Licensee or End Users provide regarding the Platform (“Feedback”) is voluntary and granted on an unrestricted basis. Licensee hereby grants SynMax a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit Feedback in any manner without credit or compensation. SynMax has no obligation to use or implement any Feedback. Licensee warrants that Feedback does not infringe any third-party Intellectual Property and is not subject to license terms that would impose obligations on SynMax.
6.4. Proprietary Notices. Licensee shall not remove, alter, obscure, or destroy any proprietary rights notices from the Platform, SynMax API, or Data, including any SynMax copyright notices.
6.5. Reservation of Rights. Each of the parties reserves all rights not expressly granted under this Agreement.
7. REPRESENTATIONS AND WARRANTIES
7.1. Mutual Representations. Each party represents and warrants that: (a) it has the power and authority to enter into this Agreement; (b) execution and performance of this Agreement have been duly authorized by all necessary corporate action; (c) performance will not conflict with applicable law or its organizational documents, and no governmental action is required to make this Agreement binding; and (d) it possesses all governmental licenses and approvals necessary to perform its obligations hereunder.
7.2. SynMax Warranties. SynMax warrants that: (a) it owns or has valid and enforceable licenses to the Platform, SynMax API, and Data; (b) it has full power to grant the rights granted to Licensee hereunder; and (c) its procurement and provision of Data does not and will not violate any agreement to which SynMax is a party or any applicable law, and SynMax will comply with all applicable federal, state, and local laws and regulations with respect to its procurement and provision of Data.
7.3. Licensee Warranties. In addition to the representations and warranties in Section 5.1 (Licensee Data), Licensee represents and warrants that: (a) Licensee will use the Platform only for lawful purposes and in compliance with all applicable laws and regulations; (b) Licensee will not use the Platform in any manner that could damage, disable, overburden, or impair the Platform; (c) all information provided by Licensee in connection with this Agreement, including registration information and the competitor disclosure in Section 3.2, is and will remain accurate, current, and complete; and (d) Licensee is not located in any country that is subject to a U.S. Government embargo and is not listed on any U.S. Government list of prohibited or restricted parties.
8. TERM, SUSPENSION, AND TERMINATION
8.1. Term. This Agreement is effective as of the Effective Date and shall remain in effect with respect to each Licensee for so long as at least one Order Form between SynMax and such Licensee remains in effect (the “Term”). Each Order Form shall specify its own initial term and any renewal terms. Unless otherwise specified in the applicable Order Form, each Order Form shall automatically renew for successive periods equal in duration to its initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Order Form term. This Agreement shall automatically terminate with respect to a Licensee upon expiration or termination of such Licensee’s last remaining Order Form. Expiration or termination of an individual Order Form shall not terminate this Agreement so long as at least one other Order Form between SynMax and such Licensee remains in effect.
8.2. Suspension. SynMax reserves the right to suspend Licensee’s or any End User’s access to the Platform in the event of any: (i) use of the Platform by Licensee or End Users in violation of this Agreement that disrupts or is reasonably likely to disrupt the availability of the Platform to other users; or (ii) access to the Platform by any unauthorized third party through use of any Licensee Facilities (each, an “Emergency Security Issue”), or any non-payment by Licensee. SynMax shall not suspend access for non-payment unless the amount remains unpaid ten (10) days after SynMax provides written notice of non-payment. SynMax will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue.
8.3. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party of a material breach, which breach the other party does not cure within thirty (30) days after receipt of written notice. SynMax may terminate this Agreement immediately upon written notice if Licensee breaches Sections 3.1(e), (j), (n), or (o) (Acceptable Use), 4 (Confidentiality), 6 (Intellectual Property), or 12 (Export Compliance). For any other curable breach of Section 3 (Acceptable Use) or 5 (Data, Privacy, and Licensee Data Obligations), SynMax may terminate if Licensee fails to cure within ten (10) days after written notice. Either party may also terminate this Agreement if the other party becomes insolvent, bankrupt, or is the subject of proceedings under bankruptcy or insolvency law or makes an assignment for the benefit of creditors.
8.4. Effects of Termination.
8.4.1. Termination or Expiration of an Order Form. Upon expiration or termination of an individual Order Form (but not the Agreement as a whole): (i) all licenses and rights under that Order Form immediately cease; (ii) Licensee shall immediately cease all use of the Platform, SynMax API, and Data provided solely under that Order Form; (iii) within thirty (30) days, Licensee shall delete all copies of Data and SynMax Confidential Information received solely under that Order Form and certify such deletion in writing upon request (provided that Licensee may retain Licensee Modifications, Licensee Outputs, and Third-Party Collected Data that do not contain SynMax Confidential Information); and (iv) Licensee’s obligations under this Agreement continue with respect to any remaining Order Forms then in effect. All Fees accrued or owing under the terminated Order Form survive.
8.4.2. Termination or Expiration of the Agreement. Upon termination or expiration of this Agreement (including automatic termination under Section 8.1): (i) all Order Forms then in effect simultaneously terminate; (ii) all licenses and rights under this Agreement and all Order Forms immediately cease; (iii) Licensee shall immediately cease all use of the Platform, SynMax API, and Data; (iv) within five (5) business days, Licensee shall delete all copies of Data, SynMax Confidential Information, and SynMax materials in its possession and certify such deletion in writing upon request (provided that Licensee may retain Licensee Modifications, Licensee Outputs, and Third-Party Collected Data that do not contain SynMax Confidential Information); and (v) each party shall cease using the other’s Confidential Information and return or destroy all copies. All Fees accrued or owing as of the date of termination survive.
8.5. Licensee Data Following Termination. The Platform is not a data storage or backup service. Licensee Data, Licensee Output, and Third-Party Collected Data that transits through or is temporarily processed by the Platform (including data uploaded to or analyzed by Agents) may be purged from SynMax’s systems at any time without notice. Licensee is solely responsible for maintaining independent copies of all Licensee Data, Licensee Output, and Third-Party Collected Data. SynMax has no liability for any deletion, loss, corruption, or unavailability of Licensee Data, Licensee Output, or Third-Party Collected Data, regardless of cause. Following expiration or termination, SynMax may retain Licensee Prompts solely to the extent incorporated into aggregated and de-identified training datasets created prior to termination, provided that SynMax shall not extract, reconstruct, or individually identify any Licensee’s Prompts from such datasets.
8.6. Survival.
8.6.1. Order Form Survival. Upon expiration or termination of an individual Order Form, the following provisions shall survive with respect to the rights, obligations, and Data arising under that Order Form: Sections 2 (solely with respect to Fees accrued or owing under that Order Form), 3, 4, 5, 6, 8.4(a), 8.5, and 11 (solely with respect to Claims arising from acts or omissions during the term of that Order Form), together with any other provision that by its nature or subject matter is intended to survive.
8.6.2. Agreement Survival. Upon expiration or termination of this Agreement (including automatic termination under Section 8.1), the following provisions shall survive: Sections 2 (solely with respect to Fees accrued or owing as of the date of termination or expiration), 3, 4, 5, 6, 7, 8.4(b), 8.5, 9, 10, 11, 12, 13, and 14 (excluding Section 14.4), together with any other provision that by its nature or subject matter is intended to survive.
8.6.3. Version Lock. All provisions that survive expiration or termination shall survive in the form in effect as of the date of such expiration or termination. No update pursuant to Section 14.4 shall alter any surviving obligation of a Licensee whose Agreement or Order Form expired or terminated before the effective date of such update.
9. DISCLAIMERS
ALL PRODUCTS, SERVICES, DATA, OUTPUTS, AND THIRD-PARTY COLLECTED DATA PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNMAX DISCLAIMS ALL WARRANTIES (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7), WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT (PROVIDED THAT SYNMAX’S INDEMNIFICATION UNDER SECTION 11.2 IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS); (B) ANY WARRANTY REGARDING THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, OR SECURITY OF THE PLATFORM, DATA, OR OUTPUTS; (C) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (D) ANY WARRANTY THAT DATA OR OUTPUTS WILL PRODUCE ANY PARTICULAR RESULT OR THAT RELIANCE THEREON WILL BE PROFITABLE OR SUCCESSFUL. DATA AND OUTPUTS ARE FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE RELIED UPON AS THE PRIMARY BASIS FOR INVESTMENT, TRADING, REGULATORY, OR OPERATIONAL DECISIONS. LICENSEE ASSUMES ALL RISK FROM ITS USE OF THE PLATFORM, DATA, AND OUTPUTS. WITHOUT LIMITING THE FOREGOING, SYNMAX MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, LEGALITY, OR CONTINUED AVAILABILITY OF ANY OUTPUTS OR THIRD-PARTY COLLECTED DATA, AND LICENSEE ASSUMES ALL RISK ASSOCIATED WITH ITS COLLECTION AND USE THEREOF.
10. LIMITATION OF LIABILITY
10.1. EXCLUSIONS OF CONSEQUENTIAL DAMAGES. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF SECTIONS 3, 4, 6, OR 12, INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR LICENSEE’S OBLIGATION TO PAY FEES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF DATA, COST OF COVER OR SUBSTITUTE PROCUREMENT, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF FORESEEABILITY OR WHETHER SUCH PARTY HAD KNOWLEDGE OF THE POSSIBILITY THEREOF, AND WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
10.2. LIABILITY CAP. SUBJECT TO SECTION 10.3, EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH A SPECIFIC ORDER FORM SHALL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY LICENSEE UNDER THAT ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM FIRST AROSE. FOR CLAIMS NOT ARISING UNDER A SPECIFIC ORDER FORM, THE CAP SHALL BE THE AGGREGATE FEES PAID OR PAYABLE UNDER ALL ORDER FORMS DURING SUCH PERIOD.
10.3. UNCAPPED OBLIGATIONS. THE CAP IN SECTION 10.2 DOES NOT APPLY TO: (I) LICENSEE’S PAYMENT OBLIGATIONS; (II) INDEMNIFICATION UNDER SECTION 11 (INDEMNIFICATION); (III) LICENSEE’S BREACH OF SECTION 3.1(e), (j), (n), OR (o) (ACCEPTABLE USE AND RESTRICTIONS); (IV) EITHER PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY) AS TO THE OTHER’S TRADE SECRETS; (V) BREACH OF SECTION 12 (EXPORT COMPLIANCE); (VI) SYNMAX’S BREACH OF SECTION 7.2 (REPRESENTATIONS AND WARRANTIES) GIVING RISE TO A THIRD-PARTY INFRINGEMENT CLAIM AGAINST LICENSEE; AND (VII) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.
10.4. RISK ALLOCATION. THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THE BASIS UPON WHICH THE FEES WERE DETERMINED. EACH PARTY HAS RELIED ON THESE LIMITATIONS IN ENTERING INTO THIS AGREEMENT. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. INDEMNIFICATION
11.1. Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless SynMax and its officers, directors, employees, agents, affiliates, and successors (“SynMax Indemnitees”) from and against any third-party claims, suits, actions, demands, or proceedings (“Claims”), and all losses, costs, damages, liabilities, judgments, awards, and expenses (including reasonable attorneys’ fees) arising from: (i) Licensee’s breach of this Agreement; (ii) Licensee’s or its End Users’ misuse of the Platform; (iii) Licensee’s or its End Users’ violation of applicable law in connection with the Platform; (iv) Licensee Data and Third-Party Collected Data, including any claim that Licensee Data or Third-Party Collected Data infringes or misappropriates any third-party rights (as further described in Section 5.2); or (v) any unauthorized use by Licensee or End Users of Data.
11.2. SynMax Indemnification. SynMax shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, agents, affiliates, and successors (“Licensee Indemnitees”) from and against any third-party Claims and all losses, costs, damages, liabilities, judgments, awards, and expenses (including reasonable attorneys’ fees) arising from the possession or use of the Platform or Data should such possession or use infringe the Intellectual Property of such third party; provided, however, that SynMax shall have no obligation to indemnify Licensee from any Claim to the extent it arises from: (i) use of the Platform by Licensee in a manner that does not comply with this Agreement or the applicable Order Form; (ii) use of the Platform in combination with hardware, software, data, or services not provided or approved in writing by SynMax; (iii) modifications to the Platform, the SynMax API, or Data made by or on behalf of Licensee that are not authorized in writing by SynMax; (iv) Licensee’s continued use of the Platform or Data after SynMax has notified Licensee of an alleged or actual infringement and provided a non-infringing alternative; or (v) Licensee Data or Third-Party Collected Data. If the Platform or Data is, or is likely to become, subject to an infringement claim, SynMax may, at its option and expense: (a) procure the right for Licensee to continue use; (b) modify or replace the affected item to be non-infringing while substantially preserving functionality; or (c) if neither is commercially reasonable, terminate the affected license and refund a pro-rata portion of prepaid, unused Fees. The foregoing and the indemnity in this Section 11.2 are Licensee’s sole and exclusive remedy for infringement.
11.3. Indemnification Procedures. The indemnitee shall notify the indemnifying party in writing of any Claim within thirty (30) days of assertion; failure to do so shall not relieve the indemnifying party except to the extent materially prejudiced. The indemnifying party shall have sole control of the defense and settlement, provided it shall not enter any settlement binding on or adverse to the indemnitee without prior written consent. The indemnitee shall cooperate at the indemnifying party’s expense and may participate in the defense with separate counsel at its own cost.
12. EXPORT COMPLIANCE
The Platform and Data may be subject to U.S. export control laws, including the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations (“ITAR”), and sanctions administered by the Office of Foreign Assets Control (“OFAC”). Licensee shall comply with all applicable export control and sanctions laws and shall not, directly or indirectly, export, re-export, release, transfer, or disclose the Platform or Data to any sanctioned country, restricted party, or prohibited end use without all required governmental authorizations. Licensee shall not provide access to the Platform or Data to any foreign person (as defined under the EAR or ITAR) in a manner constituting a deemed export without required authorizations. Licensee represents that: (a) it is not located in any U.S.-embargoed country; (b) it is not listed on any U.S. Government list of prohibited or restricted parties; and (c) it will not use the Platform or Data for any prohibited end use. Licensee is solely responsible for ensuring that its collection, storage, and use of Third-Party Collected Data complies with all applicable export control and sanctions laws. Upon request, Licensee shall provide end-use certificates or other documentation reasonably required to verify compliance.
13. EQUITABLE RELIEF
Licensee acknowledges that a breach or threatened breach of Sections 3, 4, or 6 may cause SynMax irreparable harm for which monetary damages would be inadequate. SynMax shall be entitled to seek injunctive relief, specific performance, and any other equitable remedy from any court, without posting a bond or proving actual damages. These remedies are cumulative and in addition to all other remedies available at law or in equity.
14. GENERAL PROVISIONS
14.1. Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Any action, proceeding, controversy, or claim arising out of or relating to this Agreement shall be brought only in a court of competent jurisdiction in Harris County, Texas. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of jurisdiction, venue, forum non conveniens, or any similar grounds.
14.2. Dispute Escalation. Prior to initiating any legal proceeding (other than an action for equitable relief under Section 13), the parties shall attempt in good faith to resolve any dispute arising under this Agreement by escalating the matter to senior management of each party. If the dispute is not resolved within thirty (30) days of such escalation, either party may pursue its rights and remedies under this Agreement, including litigation in the courts specified in Section 14.1.
14.3. Notices. All notices, demands, and other communications required or permitted hereunder shall be in writing and sent by personal delivery, U.S. Certified Mail (postage prepaid), a nationally recognized overnight carrier, or electronic mail and properly addressed as follows:
To SynMax:
SynMax, Inc.
777 N. Eldridge Pkwy, Suite 890
Houston, TX 77079
Attn: Legal Department
Email: legal@synmax.com
To Licensee:
As set forth in the most-recent Order Form
All such communications shall be deemed effective: (a) upon actual delivery if delivered in person; (b) three (3) business days following deposit, first class, postage prepaid, certified, return receipt requested, with the United States mail; (c) on the next business day after timely and proper deposit with a nationally recognized overnight courier; or (d) if sent by electronic mail, on the date of transmission if sent during the recipient’s normal business hours and otherwise on the next business day, provided that the sender does not receive an automated notification that the email was not successfully delivered.
14.4. Updates to Agreement. SynMax may update this Agreement at any time by posting a revised version on its restricted-access website. For any update that materially alters Licensee’s rights or obligations, SynMax shall provide at least thirty (30) days’ advance written notice to the email address on the most recent Order Form. Each updated version shall display a “Last Updated” date and version number. If Licensee objects to a material update, Licensee’s sole remedy is to provide written notice of non-renewal of any then-current Order Form prior to the effective date of the update, in which case the prior version shall govern that Order Form for the remainder of its then-current term. Continued use of the Platform or execution of a new Order Form after the effective date of any update constitutes acceptance. Non-material updates (including typographical corrections, non-substantive clarifications, and updates required by law) are effective immediately upon posting. No update shall retroactively increase Fees under any Order Form then in effect. Updates do not require Licensee’s countersignature. SynMax’s failure to provide the advance notice described herein shall not invalidate the update but shall extend Licensee’s remedy period by the number of days of deficient notice.
14.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified, or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
14.6. Waiver. No delay or omission by either party in exercising any right or power arising from any default by the other party shall be construed as a waiver thereof. Any waiver must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
14.7. Assignment. Licensee may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without SynMax’s prior written consent. A change of control of Licensee (whether by merger, acquisition, sale of voting securities, or otherwise) shall be deemed an assignment requiring such consent, which SynMax may withhold if the acquiring entity is a competitor as described in Section 3.2. SynMax may freely assign this Agreement to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.
14.8. Non-Solicitation. During the Term and for two (2) years thereafter, Licensee shall not directly or indirectly solicit, hire, enter into consulting agreements, or otherwise contract with any employee(s) of SynMax who are associated with this Agreement, without the prior written consent of SynMax. This clause shall not restrict either party from general solicitation not specifically directed at the other’s personnel, or from hiring any individual who responds to such general solicitation or initiates contact without solicitation.
14.9. Independent Contractors. The relationship between the parties established by this Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind on behalf of the other party.
14.10. Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction, epidemic, pandemic, cyberattack, or any other cause beyond the reasonable control of the party invoking this provision.
14.11. Compliance Obligations. Each party shall comply in all material respects with all applicable laws, statutes, ordinances, rules, and regulations in the performance of its obligations under this Agreement, including, without limitation, all applicable export control laws, data protection laws, anti-corruption laws, and sanctions laws.
14.12. Anti-Corruption. Each party represents that it has not and will not, in connection with this Agreement, make or authorize any payment or transfer of value, directly or indirectly, to any government official or political party to influence any act or secure any improper advantage. Each party shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all applicable anti-corruption laws. Breach of this Section constitutes a material breach entitling the non-breaching party to terminate immediately upon written notice.
14.13. No Obligation to Account. In no event will either party be obligated to account to the other for any profits earned from the use or licensing of Data.
14.14. Contract Interpretation. This Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party. For the purposes of this Agreement: (a) the words “such as,” “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.
14.15. Entire Agreement. This Agreement, together with all Order Forms and documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and representations, whether written or oral. Neither party is bound by any representation or promise not set forth in this Agreement or an applicable Order Form.
14.16. Conflict of Terms. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms of any Order Form, the terms of the Order Form shall prevail and control, but solely with respect to that particular Order Form.
14.17. Counterparts; Electronic Signatures. Each Order Form may be executed in counterparts and by electronic signatures, each of which shall be deemed an original.