This is the binding license text accepted by clicking through, executing an Order Form, or accessing the LYNX SDK. Customers governed by a different version retain the version referenced on their Order Form; updates publish at a new versioned URL rather than overwriting this text.
This LYNX SDK License Agreement (“License Agreement”), effective as of the Effective Date, is by and between Synetic, Inc., a Delaware corporation with offices located at 16928 Woodinville Redmond Rd., NE, Suite B210, Woodinville, WA 98072 (“Synetic”), and the customer identified in the applicable Order Form (“Customer”). Synetic and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.
WHEREAS, Customer wishes to license from Synetic the LYNX SDK as set forth herein; and
WHEREAS, Synetic wishes to license the LYNX SDK to Customer, subject to the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Aggregated Statistics”means data and information related to Customer’s use of the LYNX SDK that is used by Synetic in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the LYNX SDK.
1.2 “Agreement” means this License Agreement together with the applicable Order Form.
1.3 “Authorized User”means Customer’s employees (i) who are authorized by Customer to access and use the LYNX SDK under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the LYNX SDK have been purchased hereunder.
1.4 “Background IP” means all Intellectual Property Rights owned by or licensed to a Party as of the Effective Date.
1.5 “Customer Materials” means Customer Background IP, and all materials and information, including documents, data, software, content, and technology that are provided to Synetic by or on behalf of Customer in connection with this Agreement, but excluding Aggregated Statistics.
1.6 “Documentation” means all manuals, instructions, technical specifications, and other documents and materials that Synetic provides or makes available to Customer in any medium.
1.7 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property right laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.8 “LYNX SDK”means Synetic’s proprietary software development kit and suite of pre-trained AI models.
1.9 “Order Form” means a document (which may take the form of an online order, a written order form, an electronic acceptance record, or any other ordering document mutually agreed by the Parties) that incorporates by reference the terms and conditions of this License Agreement and sets forth the specific commercial terms applicable to Customer, including without limitation the LYNX SDK tier, fees, term, and any additional terms specific to Customer.
1.10 “Synetic IP”means the Synetic Background IP, the LYNX SDK, Documentation, and all Intellectual Property Rights provided to Customer or an Authorized User in connection with the foregoing. For the avoidance of doubt, Synetic IP includes Aggregated Statistics and any information, data, or other content derived from Synetic’s monitoring of Customer’s access to or use of the LYNX SDK, but does not include Customer Materials.
1.11 “Third-Party Materials” means materials and information, in any form or medium, including any software (including open-source software), documents, data, content, specifications, products, equipment, or components that are not proprietary to Synetic.
Synetic hereby grants to Customer and its Authorized Users, a non-exclusive, non-transferrable, and non-sublicensable license to access and use the LYNX SDK and Documentation solely for Customer’s internal use in accordance with this Agreement. Customer reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Synetic IP.
Customer shall not use the LYNX SDK for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the LYNX SDK or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the LYNX SDK or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the LYNX SDK, in whole or in part; (iv) remove any proprietary notices from the LYNX SDK or Documentation; or (v) use the LYNX SDK or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Notwithstanding anything to the contrary in this Agreement, Synetic may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the LYNX SDK if: (a) Synetic reasonably determines that (i) there is a threat or attack on any of the Synetic IP; (ii) Customer’s or any Authorized User’s use of the Synetic IP disrupts or poses a security risk to the Synetic IP or to any other customer or vendor of Synetic; (iii) Customer, or any Authorized User, is using the Synetic IP for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) Synetic’s provision of the LYNX SDK to Customer or any Authorized User is prohibited by applicable law; (b) any vendor of Synetic has suspended or terminated Synetic’s access to or use of any third-party services or products required to enable Customer to access the LYNX SDK; or (c) in accordance with Section 3.1 (any such suspension described in subclause (a), (b), or (c), a “LYNX SDK Suspension”). Synetic shall use commercially reasonable efforts to provide written notice of any LYNX SDK Suspension to Customer and to provide updates regarding resumption of access to the LYNX SDK following any LYNX SDK Suspension. Synetic shall use commercially reasonable efforts to resume providing access to the LYNX SDK as soon as reasonably possible after the event giving rise to the LYNX SDK Suspension is cured. Synetic will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a LYNX SDK Suspension.
Notwithstanding anything to the contrary in this Agreement, Synetic may monitor Customer’s use of the LYNX SDK and collect and compile Aggregated Statistics regarding such use. As between Synetic and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Synetic. Customer acknowledges that Synetic may compile Aggregated Statistics based on Customer Materials input into the LYNX SDK. Customer agrees that Synetic may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
The LYNX SDK may include or operate in conjunction with Third-Party Materials. All Third-Party Materials are provided pursuant to the terms and conditions of the applicable third-party license agreement referred to in the applicable Order Form. Customer shall comply with all such third-party license agreements and any breach by Customer thereof will be deemed a breach of this Agreement.
Synetic shall provide Customer with support services as set forth in Exhibit A (Support Services) attached hereto.
Customer shall pay Synetic fees (“Fees”) and as set forth in the applicable Order Form without offset or deduction and shall reimburse Synetic for out-of-pocket expenses incurred by Synetic in connection with performing the Services. Unless stated otherwise in the applicable Order Form, Synetic shall invoice Customer monthly for the license fees set forth in the applicable Order Form, and payment is due thirty (30) days after the invoice date. If Customer fails to make any payment when due, without limiting Synetic’s other rights and remedies: (a) Synetic may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Synetic for all costs incurred by Synetic in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for fifteen (15) days or more, Synetic may suspend Customer’s access to the LYNX SDK until all past due amounts have been paid.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Synetic’s income.
Each Party shall retain full ownership to its respective Background IP. Synetic shall own any improvements to its Background IP made during the course of providing the LYNX SDK to Customer (“Improvements”), provided that such Improvements shall not be derived from any Customer Confidential Information. Synetic may reuse its Background IP and Improvements in future projects with other customers, provided that such use does not otherwise violate this Agreement.
As between the Parties, Customer is and will remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials. Customer hereby grants to Synetic a fully paid up and royalty-free, non-exclusive right and license to: (a) use, reproduce, perform, display, distribute, modify and create derivative works and improvements to the Customer Materials to provide the LYNX SDK to Customer; and (b) retain and use Customer Materials, including images and similar data supplied by Customer, in Synetic’s internal validation, benchmarking, and quality assurance datasets for the LYNX SDK and Synetic’s AI models, provided that Synetic shall not use Customer Materials as training data for the LYNX SDK or any Synetic AI model. For the avoidance of doubt, Synetic’s use of Customer Materials under clause (b) is internal to Synetic and shall not constitute a violation of Section 4.1.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written Notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
The term of this Agreement commences on the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will automatically expire upon the expiration or termination of the last Order Form then in effect (“Term”).
In addition to any other express termination right set forth elsewhere in this Agreement:
(a) Synetic may terminate this Agreement, effective on written Notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Synetic’s delivery of written Notice thereof.
(b) Either Party may terminate this Agreement, effective on written Notice to the other Party, if the other Party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written Notice of such breach.
(c) Either Party may terminate this Agreement, effective immediately upon written Notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon any expiration or termination of this Agreement: (a) the licenses granted hereunder will also terminate except to the extent that any license has an express term that continues for a longer period or is perpetual; (b) Synetic shall cease using and delete, destroy, or return all copies of the Customer Materials; and (c) each Party shall cease using and delete, destroy, or return all copies of the other Party’s Confidential Information and certify in writing to such Party that the Confidential Information has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1 (Definitions), Section 2.2 (Use Restrictions), Section 2.6 (Support Services), Section 3 (Fees and Payment), Section 4 (Intellectual Property Rights), Section 5 (Confidential Information), this Section 6.4 (Surviving Terms), Section 7 (Representations and Warranties), Section 8 (Indemnification), Section 9 (Limitations of Liability), and Section 10 (Miscellaneous).
Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
Customer represents and warrants that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Materials so that, as received by Synetic and used in accordance with this Agreement, the Customer Materials do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other right of any third party or violate any applicable law.
Except as otherwise explicitly stated herein, the LYNX SDK is provided “as is” and Synetic hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Synetic specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Synetic makes no warranty of any kind that the LYNX SDK or results of the use thereof will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free.
(a) Synetic shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, allegation, suit, action, or proceeding (“Claim”) that Customer’s use of the LYNX SDK in compliance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights in the United States, the European Union, or the United Kingdom.
(b) If such a Claim is made or appears possible, Customer agrees to permit Synetic, at Synetic’s sole discretion, to (i) modify or replace the LYNX SDK, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If Synetic determines that neither alternative is reasonably available, Synetic may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written Notice to Customer.
(c) This Section 8.1 will not apply if the alleged infringement arises from: (i) use of the LYNX SDK in combination with data, software, hardware, equipment, or technology not provided by Synetic or authorized by Synetic in writing; (ii) modifications to the LYNX SDK not made by Synetic; (iii) Customer Materials; (iv) Third-Party Materials; (v) failure of Customer to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer that would have avoided a Claim but for the implementation of such upgrade, replacement or enhancement; or (vi) an act or omission that is covered by Customer’s indemnification responsibilities in Section 8.2; or (vii) any output, prediction, inference, or other result generated by a Customer AI Model, Customer’s training data, or Customer’s specific application of the LYNX SDK to Customer’s data or use case.
Customer shall indemnify, hold harmless, and, at Synetic’s option, defend Synetic from and against any Losses incurred by Synetic in connection with any Claim arising out of or relating to: (a) Customer Materials or Synetic’s use thereof in accordance with this Agreement; (b) any allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, or obligations under this Agreement.
Each Party shall promptly notify the other Party in writing of any Claim for which such party believes it is entitled to be indemnified. The Party seeking indemnification (the“Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8.3 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced because of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
This Section 8 sets forth Customer’s sole remedies and Synetic’s sole liability and obligation for any actual, threatened, or alleged Claims that this Agreement or any subject matter hereof (including the LYNX SDK) infringes, misappropriates, or otherwise violates any third-party Intellectual Property Right.
In no event will Synetic be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Synetic was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
Subject to Sections 9.3 and 9.4, in no event will Synetic’s aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed one and one-half times (1.5×) the total amounts paid or payable to Synetic under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.
Notwithstanding Section 9.2, Synetic’s aggregate liability for its indemnification obligations under Section 8.1 shall not exceed the greater of: (a) three times (3×) the total amounts paid or payable to Synetic under this Agreement in the twelve (12) month period preceding the event giving rise to the claim; or (b) two million U.S. dollars ($2,000,000).
The limitations of liability set forth in Sections 9.1 and 9.2 shall not apply to, and Synetic’s liability shall be uncapped with respect to: (a) Synetic’s breach of Section 5 (Confidential Information); or (b) Synetic’s fraud, gross negligence, or willful misconduct.
This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in this License Agreement (including Exhibits), and the applicable Order Form, the applicable Order Form shall be controlling.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such Party’s failure or delay is caused by or results from the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the impacted Party.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Synetic. No assignment or delegation will relieve Customer of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
The LYNX SDK may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the LYNX SDK to, or make the LYNX SDK accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the LYNX SDK outside the US.
Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, provided, however, that Synetic may, without requiring Customer’s consent, include Customer’s name and/or other indicia in its lists of Synetic’s current or former customers of Synetic in promotional and marketing materials.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Customer accepts this Agreement, and this Agreement becomes binding on Customer, upon the earliest of: (a) Customer clicking “I Accept” (or any similar affirmative button or checkbox) referencing this Agreement; (b) Customer executing an Order Form that references this Agreement, whether by handwritten or electronic signature (including DocuSign or comparable e-signature service); (c) Customer’s acceptance of an Order Form through Synetic’s online ordering system; or (d) Customer’s access to or use of the LYNX SDK. The date of such acceptance is the Effective Date. If Customer accepts this Agreement on behalf of a company or other legal entity, Customer represents that it has the authority to bind that entity to this Agreement, in which case “Customer” refers to that entity.
No countersignature by Synetic is required for this Agreement to be effective. Synetic’s provision of access to the LYNX SDK to Customer, or Synetic’s acceptance or processing of an Order Form, constitutes Synetic’s acceptance of this Agreement with respect to that Customer and Order Form.
This Exhibit A is attached to and made part of the LYNX SDK License Agreement (“License Agreement”) between Synetic and Customer.
1.1 “Customer AI Model(s)” means the proprietary artificial intelligence model(s) made available to Customer by Synetic through the LYNX SDK under the Agreement.
1.2 “Error” means a reproducible failure of a Customer AI Model to perform in substantial conformity with the technical specifications set forth in the Documentation, whose origin can be isolated to a single cause.
1.3 “Incident” means a support request that begins when Customer provides written notice to Synetic of an Error and ends when Synetic either: (a) reasonably resolves the Error; or (b) determines in its reasonable discretion that the Error cannot be resolved.
During the Term, Synetic shall provide support services for the LYNX SDK as follows.
(a) Severity Classification. Customer shall designate each Incident at the time of submission as: (i) Severity 1 (Critical)— the LYNX SDK or a Customer AI Model is non-functional in Customer’s production environment and no commercially reasonable workaround is available; (ii) Severity 2 (High)— a material feature of the LYNX SDK or a Customer AI Model is non-functional or significantly degraded, but a workaround exists or use may continue at reduced effectiveness; or (iii) Severity 3 (Low)— minor issues, configuration questions, or feature inquiries with no material impact on Customer’s use of the LYNX SDK.
(b) Response Targets. Synetic shall use commercially reasonable efforts to acknowledge each Incident within the following target response times, measured during Business Hours: Severity 1, four (4) Business Hours; Severity 2, one (1) Business Day; Severity 3, two (2) Business Days.
(c) Resolution Efforts. Following acknowledgment, Synetic shall use commercially reasonable efforts to investigate and address each Incident, with target resolution or workaround as follows: for Severity 1, continuous effort during Business Hours until a workaround or resolution is provided; for Severity 2, within five (5) Business Days; for Severity 3, within fifteen (15) Business Days.
(d) Support Channel and Hours.Customer shall submit Incidents in writing to the support channel designated by Synetic from time to time. “Business Hours” means 9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding US federal holidays. “Business Day” means any day on which Business Hours apply.
(e) Customer Obligations.Customer shall: (i) designate a primary technical contact for support communications; (ii) provide Synetic with information sufficient to reproduce the reported Error, including representative inputs, logs, system configuration, and steps to reproduce; (iii) cooperate with Synetic’s reasonable requests for additional information; and (iv) use the then-current version of the LYNX SDK made generally available by Synetic. Notwithstanding the foregoing, the response and resolution times set forth in this section are targets only and nothing in this Agreement guarantees that Synetic will resolve any Incident within those targets or at all.
During the Term, Synetic will provide Customer with all maintenance releases it provides in its sole discretion from time to time and makes generally available to its other customers. Customer does not have any right under or in connection with this Agreement to receive any new versions of the LYNX SDK, AI Models, or components thereof that Synetic may in its sole discretion release from time to time.
Synetic has no obligation to provide support services relating to Errors that, in whole or in part, arise out of or result from:
4.1. any delay by Customer or failure of Customer to perform its obligations under the Agreement;
4.2. any Customer AI Model that is modified or damaged by Customer or any third party;
4.3. any operation or use of, or other activity relating to, the Customer AI Model other than in accordance with the Agreement and all applicable laws;
4.4. any Third-Party Materials;
4.5. any negligence, misapplication, or misuse of the Customer AI Model other than by Synetic personnel; and
4.6. any Force Majeure Event.
LYNX SDK License Agreement — Version 1 · Frozen at this URL.
Synetic, Inc. · 16928 Woodinville Redmond Rd., NE, Suite B210, Woodinville, WA 98072
Questions about this Agreement: legal@synetic.ai