SYNAGIE PLATFORM TERMS OF USE

We're excited to have you on board! By signing up for a Synagie Account or using any of our services we provide or make available through the Platform (the "Services"), you agree to be bound by these Terms of Use ("Terms") which shall apply to your use of the Platform.

Before signing up, please take a moment to read and accept our Terms which include and incorporate by reference the Synagie Platform Privacy Policy accessible at www.synagie.com. Please read the following Terms carefully before using the Platform. These Terms constitute a legally binding agreement between you and Synagie, if you do not agree to be bound by these Terms, please do not sign up for a Synagie Account or attempt to use the Platform, and please discontinue use of the Platform immediately.

If you choose any add-on services, there may be additional terms that apply. We may amend this Terms at any time by posting a revised version on the Website accessible at www.synagie.com/policy/terms. Any amended Terms shall replace all previous versions of the same. You can check out the latest version of our Terms anytime at www.synagie.com/policy/terms.

1.1 In these Terms, the following words and expressions shall have the meanings respectively assigned to them hereunder:

2.1 These Terms shall commence on the date when you first access our Services and/or use the Platform and remain in full force and effect for the duration of your subscription of the Services or use of the Platform (whichever is later), or unless terminated earlier in accordance with the terms of this Agreement ("Term"). For the avoidance of doubt, you hereby acknowledge and agree that the Terms commenced on the earlier of (a) the date you first accessed the Services, or (b) the date you accepted the Terms.

3.1 The Platform is only intended for users above 18 years of age. If you are below 18 years of age, please discontinue use of the Platform immediately. You may use the Platform only:

1. in a lawful manner and in compliance with all Applicable Laws;
2. in accordance with these Terms; and
3. in a manner that does not infringe, misappropriate, harm or otherwise violate the rights (including without limitation to Intellectual Property Rights, privacy rights, publicity rights, rights of confidentiality and property rights) of Synagie, or any other parties.

3.2 In addition, you shall not do or attempt to do any of the following:

1. use the Platform or any Output for illegal or unlawful purposes, or in any way that breaches any Applicable Laws;
2. use the Platform or any Output to harass, intimidate, threaten, harm, hurt, scare, distress, or embarrass;
3. use the Platform or Output for libellous, defamatory, obscene, vulgar, harassing, threatening, hateful, or fraudulent purposes;
4. use the Platform to harm or attempt to harm minors in any way;
5. use the Platform to send, knowingly receive, upload, download, use or re-use any material which:
   1. is defamatory, obscene, hateful, discriminatory or inflammatory; or
   2. promotes violence, discrimination or illegal activity;
6. modify, create any derivative work of, or make any copies of, the Platform or any portion thereof;
7. rent, lease, lend, sell, resell, sublicense, distribute or otherwise make available the Platform to any third party, or include the Platform in a service bureau, time-sharing, or outsourcing offering;
8. reverse engineer, decompile, disassemble, extract any element of, or otherwise attempt to derive or discover the internal components, infrastructure, source code or underlying components of the Platform, including models, algorithms, systems, processes, methods, techniques, trade secrets, structure or organization of the Platform;
9. cause any disruption, interference, interruption or degradation to our network or the Platform;
10. knowingly transmit any data, send or upload any material that contains any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other technologically harmful programs, data or code;
11. override or circumvent safety filters or intentionally cause the Platform to act in a manner that contravenes these Terms or any Applicable Laws;
12. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Platform; or
13. use the Platform to develop any large language models, algorithms, systems, product or software to compete with Synagie.

3.3 You are accountable for all Inputs you provide. By providing the relevant Input, you acknowledge that you have all rights, licences, and permissions for us to process these Inputs in accordance with these Terms.

3.4 You further represent, warrant and undertake to us that:

1. you are a company duly incorporated, validly existing, and in good standing under the Applicable Laws of your jurisdiction of incorporation and has full power and authority to own its assets and to conduct its business (as the case may be);
2. you have all requisite corporate power, authority and capacity (as the case may be) to enter into and execute and deliver these Terms and to carry the terms hereof into effect;
3. the performance of these Terms constitutes the legal, valid, and binding agreements and undertakings of you;
4. no consent, approval or withholding of objection is required from any entity, including any Governmental Authority, with respect to your entry into of these Terms; and
5. the entry into, exercise of its rights and/or performance of or compliance with your obligations under these Terms do not and will not violate, or exceed any power or restriction granted or imposed by any Applicable Laws.

4.1 You may be required to register for a Synagie Account to use the Platform or receive certain Services.

4.2 You may register for an Account by providing us with your registration information (such as your full legal name, business address, phone number, and a valid email address (the "Primary Email Address") (collectively, "Registration Data")), and setting a password.

4.3 We reserve the right to require you to provide additional Registration Data at any time to verify your identity.

4.4 We have the absolute right and discretion not to allow you to register any Synagie Account and/or use the Platform or receive any Services (without providing any reason).

4.5 A person who registers for a Synagie Account is considered the main user or Synagie User and is legally bound by these Terms. The Synagie User is authorized to use the Synagie Account provided by Synagie and is responsible for ensuring management and compliance with these Terms.

4.6 If you registered on behalf of your employer, your employer is deemed to be the Synagie User and assumes full responsibility for the Synagie Account. In such cases, you must use your company-issued email address.

4.7 Depending on your pricing plan, you may add sub-users who can access and control your Synagie Account ("Sub-Users"). Each Sub-User must be registered with their full legal name and a valid email address. The Synagie User and not Synagie, remains wholly responsible for the activities of Sub-Users. The Synagie User will procure and is fully responsible for ensuring that employees, agents and sub-contractors who use the Services and/or Platform on its behalf, including the Sub-Users, comply with these Terms. Any violations by the aforementioned parties will be considered a breach of the Terms by the Synagie User.

5.1 Responsibility: You are responsible for managing your Synagie Account, the User Data you upload, and the operation of your online store on various Marketplaces linked via the Platform. If you violate our Terms, we may suspend or terminate your access to our Services. We will communicate with you through the Primary Email Address you provide.

5.2 Business Use Only: You confirm that you are using the Platform and Services strictly for business purposes.

5.3 Communication: Synagie will use the Primary Email Address you provide to contact you. You must ensure this email is active and capable of both sending and receiving messages. We will only recognize emails from this address as valid communication.

5.4 Account Security:

1. You acknowledge and agree that you shall be solely responsible for maintaining the confidentiality and security of your Synagie Account and shall not allow another person to use your Synagie Account to access the Platform. You shall immediately notify Synagie via help@synagie.com if you have reason to suspect that the confidentiality of your Synagie Account has been compromised, or if you suspect or become aware of any unauthorized use of your Synagie Account or any other breach of security.
2. Without prejudice to the foregoing, you acknowledge and agree that any access to and use of the Platform, any actions taken on, and all operations of the Platform, and any information, data or communications that occur under or through the use of your Synagie Account or are referable or traceable to your Synagie Account shall be attributable to you, and you shall be deemed to have taken such actions and shall be solely responsible for all such actions, even if you did not authorize such actions. Synagie shall be entitled (but not obliged) to act upon and hold you responsible and liable for such action, as if such actions were carried out by you. You also agree to indemnify Synagie entirely against any and all losses attributable to any access to and/or use of the Platform and Services referable or traceable to your Synagie Account.
3. Synagie shall not be liable to you for any harm or loss arising from or relating to the theft of your Synagie Account, your disclosure of your Synagie Account, or the use of your Synagie Account by another person or entity.
4. You are responsible for keeping your password and Synagie Account safe. Synagie is not liable for any loss resulting from unauthorized access due to weak security measures implemented by you. We may introduce additional security measures on the Platform when necessary.
5. Synagie reserves the right to require you to provide additional Registration Data, change your password, temporarily or permanently suspend or terminate your Synagie Account (including without limitation the AI Functionality made available as part of the Services), or impose limits on or restrict your access to and use of the Platform with or without notice at any time for any or no reason including:
   1. if you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Synagie has reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete;
   2. if Synagie has reasonable grounds to believe you have violated, or are about to violate, the Terms, any Applicable Laws, or that your Synagie Account may have been compromised;
   3. if activities occur under your Synagie Account which, in Synagie's sole discretion, would or might cause damage or losses to Synagie or any users (whether yourself or other users), impair Synagie's ability to provide access to the Platform and/or the Services, or infringe or violate any third party rights (including Intellectual Property Rights);
   4. if you decline to disclose such information required for the continued usage of the Platform and/or Services;
   5. in response to requests by law enforcement agencies or any Governmental Authority; or
   6. to address or respond to technical or security issues or problems, or to allow for repairs, Maintenance or the introduction of new functionalities (including without limitation the AI Functionality made available as part of the Services) or services.
6. Synagie shall not be held liable for any losses suffered by you arising out of or in connection with such suspension or termination of your Synagie Account.

5.5 You agree not to create a Synagie Account and/or use the Services if you have previously been banned from accessing or using the Platform by Synagie, without the prior written consent of Synagie.

5.6 You hereby acknowledge and agree that any and all data (including without limitation the User Data, user account data and transaction data) and communications through the Platform may be monitored, captured, recorded and transmitted to any Governmental Authority or in accordance with its internal policies as deemed necessary by Synagie in its sole discretion and without further notice.

5.7 It is your responsibility to keep your access to our Platform secure. We shall not be liable or responsible for any damage, expense or loss of any kind suffered directly or indirectly by you as a result of any loss, disclosure, theft and/or unauthorized use of your Synagie Account and Registration Data.

5.8 Support & Inquiries: Technical support is only available to registered users with a Synagie Account. If you require technical support, please contact Synagie Support at help@synagie.com.

6.1 You hereby grant Synagie a non-exclusive, royalty-free license to access, copy, store, configure, process, perform, display, transmit and use User Data during the Term for the purposes of:

1. providing the Services to you;
2. engaging with third party service providers as may be necessary to provide the Services to you;
3. monitoring and improving the performance of the Platform and other internal business purposes of Synagie; and
4. creating de-identified versions of User Data which Synagie may use pursuant to Clause 6.3(d).

6.2 You represent and warrant that (a) you own or have the legal right and authority and will continue to own or maintain the legal right and authority, to grant to Synagie during the Term the license set forth in Clause 6.1; and (b) the submission and use of the User Data by you or us under this Agreement will not violate (i) any Applicable Laws; (ii) any third-party Intellectual Property Rights; or (iii) any of your or third-party policies or terms governing User Data.

6.3 You acknowledge and agree that:

1. Synagie shall not be responsible for User Data transmitted by you through the Platform;
2. you are solely responsible for making sure that the disclosure and use of data, User Data, and information that you provide to Synagie through the means described herein does not violate any Applicable Laws or infringe upon the Intellectual Property Rights of any third party;
3. you shall promptly provide written notice to Synagie in the event you discover any User Data provided is unlawful, contains errors, or otherwise violates the provisions of these Terms; and
4. Synagie may monitor, analyse and compile statistical and performance information based on User Data in an aggregated and anonymized format ("Analytics"). You agree that Synagie may make such Analytics publicly available and use it for any purpose, including to develop new products or services, provided that such Analytics is anonymized and cannot be used to identify any person or entity.

6.4 It may be necessary for Synagie to obtain, receive, or collect Technical Data from you to provide you with access to and use of the Platform. You hereby grant to Synagie a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to:

1. compile, use, distribute, display, store, process, reproduce, or create derivative works of the Technical Data;
2. aggregate the Technical Data with other data for use in an anonymous manner for Synagie's marketing and sales activities; and
3. exploit aggregated Technical Data and/or provide aggregated Technical Data to third parties, so long as such data is presented in the aggregated format and does not identify you.

7.1 You acknowledge and agree that the Platform is not and is not intended to function as a marketplace. The Platform merely provides a technology solution to help you build, sell, manage your stores and marketing campaigns across multiple third party marketplaces (the "Marketplace"). When you subscribe to use the Platform, any contract of sale made through the Platform is directly between you and the end customer. You are the seller on record for all items you sell through any Marketplace. You are responsible for the establishment and operation of your Marketplace store, your materials, the goods and services that you may sell, and all aspects of the transactions between you and your end customer(s). This includes, but is not limited to, authorizing any charges to each customer in respect of the customer's purchase, facilitating any refunds or returns, fulfilling any sales or customer service requests, handling issues in relation to fraudulent transactions, compliance with applicable legal and regulatory disclosures and requirements or Applicable Laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. You represent and warrant that your Marketplace store, your materials and the goods and services you sell through each Marketplace will be accurate and complete, and will not violate any Applicable Laws, regulations or rights of third parties. For the avoidance of doubt, Synagie is and will not be the seller or merchant on record and will have no responsibility for your store or items sold to end customers through your use of the Platform and Services.

7.2 You are solely responsible for the goods or services that you may sell through the Platform (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any Applicable Laws and regulations of the jurisdiction you are selling to.

7.3 You may not use the Platform for any illegal or unauthorized purpose. By using the Platform, you warrant and undertake that you and your Sub-Users will comply with all Applicable Laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Marketplace store) through your use of the Platform and your performance of obligations under these Terms.

7.4 You shall indemnify Synagie entirely against any and all costs, losses, liabilities and damages attributable to any access to and/or use of the Platform and Services by You, including but not limited to any breach of these Terms by You.

8.1 For the period you have subscribed to the Platform (the "Subscription Period"), you shall pay the Fees applicable to your subscription module to use the Platform and Services ("Subscription Fees") and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your use of the Platform when using payment providers ("Transaction Fees"), and any fees relating to your purchase or use of any products or services on any Marketplace, or Third Party Services ("Additional Fees"). Collectively, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the "Fees".

8.2 You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Synagie will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and Synagie will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. dollars.

8.3 Subscription Fees are payable in advance and will be billed in 30 day intervals (each such date, a "Billing Date"). Transaction Fees and Additional Fees will be charged from time to time at Synagie's discretion for the applicable Services used by You. You will be charged on each Billing Date for all outstanding Fees that have not previously been satisfied in full by you. Fees will appear on an invoice, which will be sent to the Synagie User via the Primary Email Address provided. You may access the invoice on the "Account" page of the Platform. If you have any questions with the Subscription Fees, please promptly contact us at help@synagie.com.

8.4 If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Synagie Account and the Services. Your Synagie Account will be reactivated upon your payment of any outstanding Fees, including payment of any Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension until all Fees are paid in full. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Synagie, without limiting its other rights and remedies available to it, reserves the right to terminate your Account in accordance with Clause 17.

8.5 All Fees are exclusive of local or other governmental sales, goods and services (including Goods and Sales Tax or Value-Added Tax under any Applicable Laws, fees or charges now in force or enacted in the future ("Taxes").

8.6 You are responsible for all applicable Taxes that arise from or as a result of your subscription to and use of the Platform. To the extent that Synagie charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Synagie and/or to any Governmental Authority of your exemption. If you are not charged Taxes by Synagie, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate Governmental Authority in your jurisdiction.

8.7 For the avoidance of doubt, all sums payable by you to Synagie under these Terms will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Synagie to you and remitted to the appropriate Governmental Authority on your behalf, any deductions or withholdings that are required by Applicable Laws will be borne by you and paid separately to the relevant Governmental Authority. Synagie will be entitled to charge the full amount of Fees stipulated under these Terms to your Authorized Payment Method without regard to any such deduction or withholding that may be required.

8.8 As the Platform is not a Marketplace, you are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale transactions through the Platform. For the avoidance of doubt, any contract of sale made through the Services is directly between you and the customer.

8.9 You must maintain an accurate jurisdiction in the administrative console of the Platform. If you change jurisdictions, you must promptly update your location in the "Account" settings of the Platform.

8.10 Unless otherwise agreed in writing between Synagie and you, Synagie does not provide refunds for any Fees paid.

9.1 Marketplaces and 3rd Party Services

Synagie may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, "Third Party Services") for your consideration or use, including via the Synagie Marketplace. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider ("Third Party Provider"). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

Any use or access by you of Third Party Services offered through the Platform, or Synagie's website is entirely at your own risk and discretion, and it is your responsibility to read and determine whether you are agreeable to the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Synagie may receive a revenue share from Third Party Providers that Synagie recommends to you or that you otherwise engage through your use of the Platform our website.

We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Synagie has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services, or any damages, liabilities, losses (including any loss of data or profits), or any other consequences you may incur arising out of or in relation to your use of the Third Party Services. The availability of Third Party Services on Synagie's Platform or website, including the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Synagie. Synagie does not guarantee the availability of Third Party Services and you acknowledge that Synagie may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Synagie is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. [Synagie strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.]

9.2 You shall indemnify Synagie against all costs, losses, liabilities and damages which arise from any action or claim against Synagie from any Third Party Provider in respect of your use of, integration and/or interface with any Third Party Services and related data.

10.1 Synagie has the right to determine who can use our Services and may modify or update them at any time. We also reserve the right to reject or remove content from our Platform if it violates our policies. While we may provide services to your competitors, we will never share your confidential information with them. If there is a dispute over account ownership, we may freeze or transfer the account to the rightful owner, based on our sole discretion.

10.2 Availability of Services – Our Platform offers various features and functionalities, but not all features and functionalities will be available to every user at all times. We have the right to modify, limit, or discontinue any part of the Services without prior notice, to the extent permissible under Applicable Laws.

10.3 Content Moderation – We do not pre-screen materials uploaded to our Platform, but we reserve the right to refuse or remove any content at our sole discretion. This includes cases where the products, services, or content you provide violates our Terms or any Applicable Laws.

10.4 Zero Tolerance for Abuse – Any verbal or written abuse, including threats or harassment directed at Synagie employees, members, or officers, will result in immediate termination of your Synagie Account.

10.5 No Exclusivity – You acknowledge that we may offer our Services to your competitors and do not guarantee any exclusive rights to use or access the Platform. You acknowledge that Synagie employees and contractors may also use our Platform as merchants, but they are strictly prohibited from using your confidential information for their own benefit.

10.6 Account Ownership Disputes – If there is a dispute over who owns a Synagie Account, we may request supporting documents to verify ownership. These documents may include a business license, government-issued ID, the last four digits of the registered credit card, or proof of employment with the registered business. If you have any concerns as to how your personal data may be processed by us, please refer to the Synagie Platform Privacy Policy.

11.1 All rights (including Intellectual Property Rights) in the: (a) Platform, (b) Services, (c) AI Functionality, (d) Analytics, and any (e) Feedback, are owned by and remain vested in Synagie and/or its respective owners. Nothing in these Terms shall imply any assignment or transfer in ownership of the rights (including Intellectual Property Rights) in the foregoing. All our rights are fully and expressly reserved.

11.2 Notwithstanding the foregoing, Synagie grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to access and use the Platform for your business purposes. You acknowledge that you do not acquire any rights, title or interest in or to the Services and/or Platform, other than a right to use the Services and/or Platform in accordance with the limited license granted hereunder and subject to all terms, conditions, and restrictions, under this Agreement.

11.3 We may freely assign or transfer these Terms or our rights and obligations under these Terms, in whole or in part, without your prior consent or prior notice to you.

12.1 You agree to comply with all applicable data privacy and/or protection laws and the Synagie Platform Privacy Policy in relation to your use of the Platform (including making any Inputs into and/or using any Output generated by the AI Functionality).

13.1 You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You further agree not to upload or launch any automated systems or software onto or within our Platform, such as "robots" or "spiders". You must not attempt to gain unauthorized access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack.

13.2 We will report any such breach to the relevant Governmental Authority and we will co-operate with those authorities by disclosing your identity to them. In the event of any such breach, your right to use our Platform will cease immediately.

13.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect or affect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or to your downloading of any material posted or otherwise made available on it, or on any website linked to it.

14.1 Synagie shall during the Term and subject to these Terms, use commercially reasonable endeavours to make the Platform available to you.

14.2 Notwithstanding the foregoing, you acknowledge and agree that:

1. Synagie shall not be held responsible or liable for any errors or disruptions to the Platform ("Errors"), or your inability to access or use the Platform (or any part thereof) ("Unavailability") for any reasons, and any losses or damages you may suffer as a result of such Error or Unavailability, including where such Error or Unavailability is due in part or in whole to any of the following:
   1. User Failure;
   2. Maintenance;
   3. Force Majeure Event;
   4. changes in Applicable Laws or orders or requirements of a court or other Governmental Authority; or
   5. any suspension or termination of your Synagie Account;

14.3 You acknowledge and agree that your access to and/or use of the Services may be occasionally suspended or restricted to allow for Updates, or in order to rectify any of the events set out in Clause 14.2. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

15.1 You acknowledge and agree that:

1. Synagie may develop, improve, modify, add, remove and limit the features and functionalities of the Platform at any time as it deems appropriate and at its sole discretion;
2. Third Party Services, marketplaces, AI Functionality etc. may have been integrated into the Platform in order to provide the functionality of the Platform. By using the functionality of the Platform, you agree that you have read and understood the terms and conditions of such Third Party Services, marketplaces, AI Functionality etc. and you agree to be bound by such terms and conditions;
3. as the AI Functionality of the Platform utilizes pre-trained algorithms and models to function, Output that is generated using the AI Functionality of the Platform may not be unique or consistent over time, and another user using a different instance of the Platform may generate the same, similar, or different Output in respect of the same Input;
4. due to the nature of the AI Functionality of the Platform and generative AI in general, it is not possible for Synagie to review the Output generated using the Platform, and accordingly, Synagie does not and cannot review such Output. The Platform may in some situations generate Output which are incomplete, infringing, inaccurate, incorrect, unreliable, outdated, fictional, harmful, offensive and/or illegal; and
5. You shall be solely responsible for reviewing any Output generated by the Platform before using or relying on it, and your use of such Output shall be entirely at your own risk. You will not rely on the Output as a sole source of truth or factual information, or as a substitute for professional advice. You are solely responsible for reliance on the Output including risks arising from reliance on the truthfulness, accuracy, reliability, non-infringement, or suitability for a specific purpose of the Output.

15.2 The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Laws, Synagie does not make any representations, warranties or undertakings, whether express, implied, statutory or otherwise imposed by law, regarding or in relation to the Platform, AI Functionality and/or Output, and expressly disclaims all representations, warranties and undertakings of any kind regarding or in relation to the Platform, AI Functionality or Output, including without limitation to their completeness, non-infringement, accuracy, correctness, reliability, timeliness, legality, quality, merchantability and fitness for purpose. Synagie also does not represent, warrant or undertake that errors will be corrected or that the Platform, AI Functionality or Output will be free from hallucinations, errors and/or that the Platform, AI Functionality or Output is up to date, accurate or complete.

15.3 We shall have no liability for your inability to connect to or to access the Platform which may result from any faults, errors or problems relating to your device hardware, software, network or security, or your internet service provider or any other similar problem.

15.4 To the fullest extent permitted by Applicable Laws, in no event shall Synagie be liable to you for:

1. any lost profits, revenue or anticipated savings;
2. any loss of goodwill or damage to reputation;
3. any loss or corruption of data (including costs to recover the data); or
4. any incidental, indirect, special, exemplary, punitive, multiple or consequential damages,

in any way arising out of or in connection with your use of (or inability to use) the Platform or otherwise under these Terms, regardless of the form of action, whether in contract, tort (including negligence), statute, strict product liability or otherwise, even if reasonably foreseeable or if Synagie has been advised of the possibility of such damages.

15.5 Synagie will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond its reasonable control, including but not limited to any Force Majeure Event.

15.6 To the fullest extent permitted by Applicable Laws, Synagie's maximum aggregate liability to you arising out of or relating in any way to your use of the Platform shall not exceed five hundred Singapore dollars S$500.

16.1 You shall indemnify, defend and hold Synagie and each of Synagie's respective officers, directors, employees, agents and advisors (each an "Indemnified Party") harmless from and against any and all direct and indirect losses, claims, liabilities, expenses and costs, including, but not limited to, attorneys' fees and expenses, which may be suffered or incurred by an Indemnified Party or asserted against an Indemnified Party, arising out of or in connection with your use of the Platform or breach of these Terms.

17.1 Upon any termination of these Terms:

1. all rights and licenses granted to you shall cease, and you shall immediately discontinue use of the Platform;
2. your access to the Services may be barred; and/or
3. your Synagie Account and related information, files and content associated with or inside your Synagie Account (or any part thereof), including your User Data, may be deleted from Synagie's database at Synagie's discretion. You acknowledge and agree that Synagie will not have any liability whatsoever to you for deletion of your Account or your User Data.

17.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of this Agreement shall remain in full force and effect, including without limitation to Clause 1 (Definitions), 10 (Synagie Rights), 11 (Rights and Ownership), 15 (Disclaimers and Limitation of Liability), 17 (Termination), 18 (Confidentiality), 19 (General Provisions), and 20 (Governing Law and Jurisdiction).

18.1 Each Receiving Party agrees:

1. not to disclose the Confidential Information of the Disclosing Party to any third party;
2. to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
3. to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

18.2 The obligations in Clause 18.1 do not apply to Confidential Information that:

1. is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
2. is authorised to be disclosed by the Disclosing Party;
3. is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or;
4. must be disclosed by law or by a Governmental Authority, including under subpoena.

18.3 Each party agrees that monetary damages may not be an adequate remedy for a breach of this Clause 18. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this Clause 18.

18.4 This Clause 18 will survive the termination or expiry of these Terms for any reason.

19.1 Any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in these Terms) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce these Terms.

19.2 These Terms and the Synagie Platform Privacy Policy form the entire agreement between you and us in relation to your access and use of our Platform and shall supersede any previous communications (whether written, oral or otherwise), discussions or letters relating to the same.

19.3 If any provision of these Terms, in whole or in part, is held to be illegal, invalid or unenforceable under any enactment or rule of law or by any court in any jurisdiction: (a) such provision or part will, to that extent, be deemed not to form part of these Terms, but the legality, validity and enforceability of the remainder of these Terms is not affected; and (b) the legality, validity and enforceability of that or any other provision or part under any other jurisdiction will not be affected.

19.4 No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision.

19.5 You agree that no joint venture, partnership, employment, or agency relationship will exist between you and us as a result of these Terms and/or your access and use of the Platform.

20.1 These Terms entered into with you for your access or use of our Platform, are governed by and shall be construed in accordance with the laws of Singapore.

20.2 All disputes, differences or questions arising out of these Terms including the interpretation of the terms herein or with regard to the obligations, failure or breach of any terms thereof by any of the parties and/or compensation/damages payable under these Terms or of any matter whatsoever arising under these Terms, which have not been settled amicably within thirty (30) days from the commencement of informal negotiation, shall be referred by either party to arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("Rules") as presently in force and the award made in pursuance thereof shall be binding on the Parties. The seat of arbitration shall be Singapore. The proceedings of arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the mutual agreement of the parties, failing which the appointment shall be made by the president of the SIAC. The decision or award so given by the arbitrators shall be final and binding on the parties hereto.

21.1 We may, from time to time and at any time, update or revise these Terms. We will use commercially reasonable methods to notify you of such revisions, such as by posting a revised version on our Platform. Such update or revision is effective upon publication on our Platform. You are responsible for ensuring that you have read the most current version of these Terms. Your continued access and/or use of our Platform will be deemed to constitute your conclusive acceptance of the updated or revised Terms.