Contents
Scope
These Service Terms are for business customers only and include a binding arbitration agreement and class action waiver in the Disputes section. Individuals who buy ScamFreeLife for personal or household use are covered by the Terms of Use.
These Service Terms govern the purchase and use by a business, government entity, or other organization (Customer) of Tariff Agent, Capital Agent, pilots, proofs of concept, professional services, managed services, implementation work, cloud engineering, systems integration, support, maintenance, and related service operations from SynchrotronAI Inc. (SynchrotronAI) (together, the Services). Each order, quote, statement of work, marketplace offer, or other ordering document is an Order.
These Service Terms apply when an Order references them or when Customer uses these offerings without a separately signed agreement. If a signed master agreement includes different terms, the signed agreement controls for that engagement. The person who accepts an Order or these Service Terms for Customer represents that they have authority to bind Customer.
Relationship to other terms
The Terms of Use govern public website use. The Data Processing Agreement governs customer personal data when incorporated into an agreement. The Security page summarizes public security practices. The Acceptable Use Policy applies to systems, accounts, support channels, and environments connected to SynchrotronAI services.
For a customer engagement, the order of precedence is the signed master agreement, the signed order or statement of work, any signed support plan or security schedule, the DPA (for the processing of personal data), these Service Terms, the Acceptable Use Policy, and then the public website Terms of Use, unless the signed documents state a different order. Pre-printed terms in a Customer purchase order, vendor portal, or invoicing system do not apply, even if SynchrotronAI accepts or signs them as a matter of process.
Marketplace purchases
If Customer buys a Service through AWS Marketplace or Microsoft Marketplace, the contract terms published with that marketplace listing or private offer govern the purchase. If the listing uses these Service Terms as its license terms, they apply as written. If the listing uses a marketplace standard contract, that contract controls and these Service Terms apply only to matters it does not address. The marketplace provider collects payment and its own terms govern billing, refunds, and cancellation of the marketplace subscription. Customer will not be charged for the same service period both by SynchrotronAI and by a marketplace.
Statements of work and orders
Professional services and managed services should be documented in a written statement of work, order, support plan, or similar engagement document. The document should define the services, deliverables, assumptions, timeline, fees, customer responsibilities, data categories, deployment model, third-party systems, support expectations, and any project-specific security requirements.
Website descriptions, conversations, intake submissions, proposals, roadmaps, estimates, pricing examples, and planning discussions are not binding service commitments unless SynchrotronAI accepts them in a signed agreement or approved order.
Scope control and changes
SynchrotronAI is responsible only for the work expressly included in the signed scope. Work outside scope may require a written change order, revised estimate, additional fees, adjusted timeline, or a separate order.
Scope changes may include new integrations, new data sources, additional environments, production hardening, migration work, reporting, training, documentation, security controls, after-hours support, performance requirements, regulatory requirements, backup requirements, disaster recovery requirements, or third-party procurement work not included in the original scope.
Professional services deliverables
Professional services deliverables may include code, configurations, workflows, documentation, designs, reports, deployment assets, data mappings, runbooks, integrations, training materials, or other artifacts identified in the applicable statement of work.
Unless a signed agreement says otherwise, a deliverable is accepted when SynchrotronAI provides it and the customer does not report a material nonconformity within the review period stated in the applicable order. If no review period is stated, the default review period is ten business days.
Rework and acceptance issues
If a deliverable materially fails to match the signed scope, SynchrotronAI will use reasonable efforts to correct the issue or provide a workaround. Rework caused by changed requirements, missing customer inputs, inaccurate data, third-party changes, customer environment changes, or requests outside the signed scope may require a change order.
Acceptance does not require a deliverable to include every desired enhancement, future feature, optimization, integration, design variant, or operational control unless that requirement is stated in the signed scope.
Managed services and support scope
Managed services and support may include monitoring, maintenance, troubleshooting, incident coordination, user support, cloud operations, vendor coordination, release support, configuration updates, backup administration, documentation, or ongoing improvement when those activities are included in a signed support plan or managed services scope.
No service level agreement, uptime commitment, response target, after-hours duty, emergency support duty, monitoring duty, backup duty, recovery objective, patching duty, endpoint duty, security operations duty, or help desk obligation exists unless it is stated in a signed agreement, order, or support plan.
Support requests and severity
Customer support should be submitted through the approved support channel identified for the engagement. A support request should include the affected system, business impact, reproduction steps, screenshots or logs when safe to share, recent changes, urgency, and the customer's preferred contact.
Severity classifications, response targets, escalation paths, support hours, and emergency procedures must be documented in the applicable support plan. Unless a support plan states otherwise, response times are targets, not guarantees, and resolution time depends on customer availability, third-party providers, defect complexity, environmental access, data quality, and operational risk.
Customer responsibilities
Customers are responsible for providing timely decisions, accurate information, lawful data, qualified contacts, access approvals, test users, business rules, data owners, system owners, acceptance feedback, third-party vendor contacts, and customer-side configuration when required for the engagement.
Customers remain responsible for customer-managed systems, identity providers, endpoints, networks, security settings, licenses, data sources, administrator actions, user training, business procedures, compliance decisions, and third-party tools unless a signed managed services scope expressly assigns a responsibility to SynchrotronAI.
Customer delays and dependencies
Project dates, launch dates, support outcomes, and managed service performance may depend on customer inputs and third-party providers. SynchrotronAI is not responsible for delay, rework, outage, support failure, missed target, or increased cost caused by late approvals, unavailable systems, incomplete data, inaccurate requirements, blocked access, procurement delays, customer-side incidents, or third-party service changes.
SynchrotronAI may pause work, adjust timelines, or issue a change order when customer dependencies are not met or when new facts materially change the risk, effort, or scope.
Remote access and administrative privileges
If a customer authorizes SynchrotronAI to access customer systems, cloud accounts, repositories, devices, SaaS tools, databases, or networks, the customer represents that it has authority to provide that access and that the access complies with law, contracts, third-party terms, and the customer's internal policies.
Remote access should use approved, secure, least-privilege methods. Customers should not send credentials through public forms, ordinary chat messages, screenshots, tickets, or unapproved documents. Customers are responsible for granting, reviewing, limiting, and revoking customer-controlled access unless SynchrotronAI is expressly responsible under the signed scope.
Changes, releases, and maintenance
Changes to production systems should follow the release, review, approval, and rollback process stated in the applicable scope. If no process is stated, SynchrotronAI may use a reasonable process based on system risk, customer urgency, available access, and operational context.
SynchrotronAI may recommend scheduled maintenance windows for updates, migrations, infrastructure changes, security patches, database work, dependency updates, or provider changes. Emergency maintenance may be required to protect security, availability, data integrity, or third-party provider access.
Monitoring, backups, and recovery
Monitoring, alerting, backup administration, restore testing, disaster recovery, high availability, recovery time objectives, and recovery point objectives are included only when documented in the applicable support plan, managed services scope, architecture, or order.
Monitoring may miss issues, alerts may be delayed, backups may fail, restores may depend on provider behavior, and recovery may be affected by data corruption, customer changes, third-party outages, credentials, configuration, and available personnel. SynchrotronAI does not guarantee uninterrupted operation, complete detection, or zero data loss unless a signed agreement expressly provides a different commitment.
Security operations and incidents
SynchrotronAI will handle security work for systems it operates according to the signed scope and the public Security page. Security responsibilities for customer-managed environments remain shared and should be documented during scoping.
Customers must promptly report suspected unauthorized access, credential compromise, malware, unusual behavior, data exposure, account misuse, provider notices, or other security concerns that may affect the engagement. Incident response, forensic investigation, legal notification, regulator communication, customer notification, and breach counsel coordination require written scope unless they are legally required or already included in the applicable agreement.
Third-party services, licenses, and vendors
Customer-selected systems, cloud providers, SaaS tools, identity providers, payment providers, CRMs, ERPs, data warehouses, AI providers, communication tools, monitoring tools, ticketing systems, and other third-party services are governed by their own terms.
Customers are responsible for third-party subscriptions, license counts, procurement, payment, permissions, vendor approvals, support plans, data processing terms, and contractual authority unless a signed order assigns a specific procurement or vendor-management task to SynchrotronAI. SynchrotronAI will not knowingly bypass third-party terms, licensing limits, security controls, or access restrictions.
Subcontractors and personnel
SynchrotronAI may use employees, contractors, advisors, subcontractors, cloud providers, subprocessors, and specialized vendors to provide services, subject to confidentiality, security, data processing, and customer-specific restrictions in the applicable agreement.
Customer requests for named personnel, background checks, specific certifications, on-site work, restricted access, citizenship requirements, or special training must be stated in the applicable order because they may affect staffing, timing, feasibility, and cost.
Intellectual property and reusable materials
Customer ownership of final deliverables is governed by the signed agreement. Unless a signed agreement says otherwise, SynchrotronAI retains ownership of pre-existing technology, reusable code, templates, design systems, proprietary tools, methods, know-how, generic workflows, development techniques, and improvements that are not uniquely created as customer-owned deliverables.
SynchrotronAI may use general skills, ideas, methods, and know-how learned during an engagement in future work, provided that it does not misuse customer confidential information or customer-owned materials.
Data handling in service work
Customer data should be limited to what is needed for the engagement. Sensitive, regulated, export-controlled, classified, protected health, payment card, child, biometric, or highly confidential data should not be provided unless the signed scope and required safeguards authorize that data.
Service work may involve logs, screenshots, tickets, configuration exports, sample records, data mappings, workflow descriptions, and system metadata. Customers should redact unnecessary personal data, secrets, tokens, credentials, and regulated data before sharing service materials unless a secure handling process has been approved.
Training, documentation, and knowledge transfer
Training, documentation, runbooks, diagrams, standard operating procedures, administrator guides, user guides, handoff sessions, or knowledge transfer are included only when stated in the signed scope.
Customer administrators remain responsible for reviewing documentation, training users, maintaining internal procedures, and updating business process materials unless a signed managed services scope assigns those duties to SynchrotronAI.
Offboarding and transition assistance
At the end of an engagement, SynchrotronAI will provide offboarding or transition assistance only as stated in the applicable agreement or as otherwise agreed in writing. Offboarding may include access removal, documentation handoff, data export, configuration transfer, provider coordination, credential rotation guidance, or transition support.
Customer remains responsible for preserving its own records, exporting data from customer-controlled systems, maintaining third-party accounts, replacing licenses, rotating credentials, revoking access, and arranging successor support unless the signed scope states otherwise.
Fees, expenses, and renewals
Fees, billing cadence, expenses, payment methods, renewals, and nonrenewal procedures are stated in the applicable Order. Unless the Order says otherwise: subscription fees are invoiced in advance and professional services on the milestones in the Order; invoices are due within 30 days of the invoice date in U.S. dollars; a subscription term is twelve months, monthly billing under an annual subscription is an installment option and does not make it cancelable month to month, and a subscription does not renew automatically; and fees are non-cancelable and non-refundable except as these Service Terms state. Fees exclude taxes, and Customer pays all sales, use, value added, withholding, and similar taxes other than taxes on SynchrotronAI's net income. Customer must notify SynchrotronAI of a good-faith invoice dispute before the due date and pay the undisputed portion. SynchrotronAI may charge interest on overdue undisputed amounts at the lesser of 1.0% per month or the highest lawful rate. Work outside scope, expedited work, after-hours work, travel, special compliance requests, vendor coordination, procurement support, data restoration, incident response, or transition assistance may require additional fees.
SynchrotronAI may suspend or pause services for nonpayment, unresolved security risk, unavailable customer dependencies, unlawful instructions, unacceptable risk, or violation of applicable terms, subject to the signed agreement and applicable law.
Customer Content and outputs
As between the parties, Customer retains all rights in data, documents, and other materials it or its users submit to the Services (Inputs). Subject to Customer's compliance with these Service Terms and payment of the fees, SynchrotronAI assigns to Customer all of its right, title, and interest, if any, in the outputs the Services generate for Customer (Outputs). Inputs and Outputs are together Customer Content.
Customer grants SynchrotronAI a non-exclusive, worldwide right to host, process, transmit, and use Customer Content only to provide, secure, and support the Services, to prevent abuse, and to comply with law. SynchrotronAI will not use Customer Content to train or fine-tune artificial intelligence models without Customer's express written consent.
Outputs may not be unique. Other customers may receive similar Outputs, and the assignment above does not extend to them.
AI outputs and professional decisions
The Services use artificial intelligence, which is probabilistic and can produce Outputs that are inaccurate, incomplete, outdated, or inconsistent with source data, even when they appear confident. Customer is responsible for evaluating Outputs, including by qualified human review, before relying on them.
Tariff Agent supports, and does not replace, customs and trade compliance work. Its Outputs, including tariff classifications, duty and landed-cost estimates, country-of-origin analysis, and regulatory summaries, are not a binding ruling, are not customs brokerage, and are not legal or tax advice. Customer, its licensed customs broker, and its advisors remain responsible for entries, classifications, declarations, and compliance with customs and trade laws.
Capital Agent supports, and does not replace, financial analysis. Its Outputs are not investment, legal, tax, accounting, credit, or lending advice, and SynchrotronAI is not acting as a broker-dealer, investment adviser, lender, or fiduciary. Customer remains responsible for its financial, credit, and investment decisions and for compliance with applicable financial regulations.
Customer will not use Outputs as the sole basis for decisions that produce legal or similarly significant effects on individuals, including credit, employment, insurance, housing, or access to essential services, without meaningful human review and compliance with applicable law.
Restrictions on instructions
Customers must not instruct SynchrotronAI to violate law, bypass security controls, evade third-party terms, share credentials improperly, hide material risks, access systems without authorization, disable required logging, remove audit evidence, process prohibited data, or take action that SynchrotronAI reasonably believes is unsafe, unlawful, abusive, deceptive, or outside scope.
SynchrotronAI may refuse, pause, or escalate instructions that create legal, security, privacy, operational, ethical, or third-party-provider risk.
Limitations
Managed services, support, cybersecurity work, cloud operations, automation, and AI-assisted workflows reduce risk but do not eliminate risk. SynchrotronAI does not guarantee that systems will be uninterrupted, error-free, breach-free, malware-free, fully recoverable, or always compatible with changing third-party services.
SynchrotronAI is not providing legal, tax, accounting, medical, investment, insurance, customs broker, or other regulated professional services unless a signed agreement expressly says so. Customers are responsible for obtaining advice from qualified professionals when a workflow affects regulated decisions or legal obligations.
Confidentiality
Confidential Information means non-public information that one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content. It does not include information that is or becomes public through no fault of the recipient, was already known to the recipient without restriction, is received from a third party without a duty of confidentiality, or is independently developed without use of the discloser's Confidential Information.
The recipient will use the discloser's Confidential Information only to perform under or exercise its rights under these Service Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisors, and Subprocessors who need to know it and are bound by confidentiality obligations at least as protective. The recipient may disclose Confidential Information if required by law or legal process, after giving the discloser prompt notice where legally permitted.
Limited warranties
SynchrotronAI warrants that (a) the subscription Services will perform materially as described in the documentation during the subscription term, and (b) professional services will be performed in a professional and workmanlike manner. Customer must notify SynchrotronAI of a breach of warranty within 30 days after it first occurs. Customer's exclusive remedy, and SynchrotronAI's entire liability, for breach of these warranties is for SynchrotronAI to use commercially reasonable efforts to correct the nonconformity or re-perform the services, and, if SynchrotronAI cannot do so within 30 days after notice, for either party to terminate the affected Order and for SynchrotronAI to refund prepaid fees for the unused remainder of the affected subscription term or for the nonconforming services.
These warranties do not apply to beta or evaluation features, pilots provided without charge, problems caused by Customer Content, Customer systems, third-party services, or use contrary to the documentation or these Service Terms.
Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES IN THE LIMITED WARRANTIES SECTION, THE SERVICES, OUTPUTS, DELIVERABLES, AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SYNCHROTRONAI, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SYNCHROTRONAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT ANY ERRORS WILL BE CORRECTED.
Indemnification by SynchrotronAI
SynchrotronAI will defend Customer and its officers, directors, and employees against any third-party claim alleging that the Services, as provided by SynchrotronAI and used by Customer in accordance with these Service Terms, infringe or misappropriate that third party's intellectual property rights, and will pay the damages and costs finally awarded against Customer, or agreed in a settlement SynchrotronAI approves, for that claim.
SynchrotronAI has no obligation for claims arising from: (a) Customer Content or Customer's instructions; (b) modification of the Services or Outputs by anyone other than SynchrotronAI; (c) combination of the Services with products, services, data, or processes not provided by SynchrotronAI, where the claim would not have arisen without the combination; (d) use of Outputs that Customer knew or should have known were likely to infringe; (e) beta, evaluation, or free features; or (f) Customer's breach of these Service Terms or the Acceptable Use Policy.
If the Services are, or SynchrotronAI reasonably believes they may be, subject to an infringement claim, SynchrotronAI may at its option procure the right for Customer to continue using them, modify them to be non-infringing without material loss of functionality, or terminate the affected Order and refund prepaid fees for the unused remainder of the term. This section states SynchrotronAI's entire liability and Customer's exclusive remedy for third-party infringement claims.
Indemnification by Customer
Customer will defend SynchrotronAI, its affiliates, and their officers, directors, and employees against any third-party claim arising from (a) Customer Content, including a claim that it infringes or misappropriates a third party's rights or was collected or provided in violation of law, (b) Customer's or its users' use of the Services in violation of these Service Terms, the Acceptable Use Policy, or law, or (c) Customer's use of or reliance on Outputs, and will pay the damages and costs finally awarded against SynchrotronAI, or agreed in a settlement Customer approves, for that claim.
Indemnification procedure
The indemnified party must give the indemnifying party prompt written notice of the claim (a delay excuses the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement, and reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes an obligation or admission on the indemnified party without its prior written consent, which may not be unreasonably withheld. The indemnified party may participate with its own counsel at its own cost.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE BUSINESS TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR COSTS OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THESE BUSINESS TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
THESE LIMITATIONS DO NOT APPLY TO (A) CUSTOMER'S OBLIGATION TO PAY FEES, (B) A PARTY'S DEFENSE AND INDEMNIFICATION OBLIGATIONS, (C) CUSTOMER'S BREACH OF THE ACCEPTABLE USE POLICY OR MISUSE OF SYNCHROTRONAI'S INTELLECTUAL PROPERTY, OR (D) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
Suspension
SynchrotronAI may suspend Customer's or a user's access to the Services, in whole or in part, if (a) the use poses a security risk to the Services or others, (b) the use violates the Acceptable Use Policy or law, (c) an undisputed amount remains unpaid more than 15 days after written notice of non-payment, or (d) suspension is required by law or by a third-party provider on which the Services depend. SynchrotronAI will give advance notice where reasonably practicable, limit the suspension to what is reasonably necessary, and restore access promptly once the cause is resolved.
Term and termination
These Service Terms continue while any Order is in effect. Either party may terminate an Order if the other party materially breaches these Service Terms or the Order and does not cure the breach within 30 days after written notice, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
If Customer terminates for SynchrotronAI's uncured material breach, SynchrotronAI will refund prepaid fees for the unused remainder of the term. If SynchrotronAI terminates for Customer's uncured material breach, Customer will pay any unpaid fees for the remainder of the term. On termination, Customer's right to use the Services ends, data export and deletion follow the DPA, and each party will return or destroy the other's Confidential Information on request, except copies kept under legal or backup retention. Sections that by their nature should survive, including fees owed, confidentiality, intellectual property, disclaimers, indemnities, limitation of liability, and disputes, survive termination.
Beta and evaluation features
SynchrotronAI may offer pilots, previews, or features identified as beta, preview, or evaluation (Beta Features). Beta Features are optional, may be changed or discontinued at any time, may not be supported, and are not intended for production use. Notwithstanding anything else in these Service Terms, Beta Features are provided "AS IS," are excluded from the warranties and SynchrotronAI's indemnification obligations, and, to the maximum extent permitted by law, SynchrotronAI's total liability for Beta Features provided without charge is one hundred U.S. dollars.
Export controls and sanctions
Each party will comply with U.S. and other applicable export control and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, is not on, or owned or controlled by a party on, a U.S. government restricted-party list, and will not use, export, or re-export the Services or Outputs in violation of those laws or for a prohibited end use.
Government customers
If Customer is a U.S. government entity, the Services are commercial products and commercial services, and any software and documentation are commercial computer software and commercial computer software documentation provided with only the rights granted in these Service Terms, under FAR 12.212 and DFARS 227.7202 as applicable. Terms required by law for government customers apply only if included in an Order SynchrotronAI signs.
Disputes
Before starting a formal proceeding, a party must give the other written notice of the dispute, and senior representatives of both parties will negotiate in good faith for 30 days.
Any Dispute must be brought within one year after the claim arises, extended by the length of the negotiation above, or it is permanently barred. This does not apply to claims for unpaid fees, to claims for indemnification, or where applicable law does not allow a shorter period.
If the dispute is not resolved, any dispute, claim, or controversy arising out of or relating to these Service Terms, an Order, or the Services (a Dispute) will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator. The seat of arbitration is Wilmington, Delaware, and hearings may be held by videoconference. The arbitrator may award any individual relief available in court. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this agreement to arbitrate.
THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. Disputes will be resolved only on an individual basis.
Either party may seek temporary or preliminary injunctive relief in court to protect its intellectual property or Confidential Information, or to stop unauthorized use of the Services, may bring a claim for infringement, misappropriation, or misuse of its intellectual property, including claims under the Copyright Act and 17 U.S.C. §§ 1201 and 1202, in a court with jurisdiction, and may bring an individual claim in a small claims court with jurisdiction. If the agreement to arbitrate is held unenforceable for a Dispute, that Dispute will be resolved exclusively in the state or federal courts located in the State of Delaware, and both parties consent to their personal jurisdiction.
Governing law
These Service Terms and any Dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules, and by the Federal Arbitration Act. Any Dispute that is not subject to arbitration will be decided exclusively in the Superior Court of New Jersey, Somerset County, or the United States District Court for the District of New Jersey, and the parties consent to their personal jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
General
- Notices. SynchrotronAI may give notices to the contact or administrator email address in the Order or Customer's account. Customer must send legal notices through the workflow review intake, marked as a legal notice, with a copy by mail to SynchrotronAI Inc., 1050 U.S. 22, Suite C, Lebanon, NJ 08833.
- Assignment. Neither party may assign these Service Terms without the other's prior written consent, except that either party may assign them without consent to a successor in a merger, acquisition, or sale of all or substantially all of its relevant assets, provided the successor is not a competitor of the other party (for assignment by Customer). Any other attempted assignment is void.
- Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes not involving its own workforce, government action, utility, internet, or cloud provider failures, and cyberattacks that could not reasonably have been prevented.
- Independent contractors. The parties are independent contractors. There are no third-party beneficiaries.
- Subcontractors. SynchrotronAI may use subcontractors and Subprocessors and remains responsible for their performance.
- Amendments and waiver. An Order or these Service Terms may be amended only in a writing signed by both parties, except that SynchrotronAI may update these Service Terms by posting a new version, which applies to new Orders and to renewals made after the update. A failure to enforce a provision is not a waiver.
- Severability. If a provision is held unenforceable, it will be enforced to the maximum extent permissible, and the rest of these Service Terms remain in effect.
- Entire agreement. These Service Terms, the Orders, the DPA, and the documents incorporated by reference are the entire agreement between the parties on their subject matter and supersede prior proposals and understandings.
Contact
Questions about these Service Terms may be submitted through the workflow review intake.