Syntho Software License Agreement
FOR THE USE OF THE SYNTHO ENGINE

Preamble
This Software License Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE], by and between the following parties:
1.	[Legal Company Name of the Client], having its registered office and principal place of business at [Adress Client], “Client”,
and
2.	Syntho B.V. (Chamber of Commerce: 77125665), having its registered office and principal place of business at John M. Keynesplein 12 (1066 EP), Amsterdam, the Netherlands, for the purposes hereof duly represented by Mr. W. K. Janssen, CEO, hereinafter referred to as “Syntho”.
WHEREAS, Syntho is the owner and developer of certain proprietary software known as the Syntho Engine (the “Software”), and desires to grant Client a limited, non-exclusive license to use the Software subject to the terms and conditions set forth in this Agreement;
WHEREAS, Client wishes to obtain a license to use the Software for its business operations, in accordance with the terms and conditions set forth 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.
 
Article 1 — Definitions
1.	For the purposes of this Agreement, the following terms shall have the meanings set forth below:
•	“Confidential Information”: has the meaning set forth in Article 6, Section 1. 
•	“Effective Date”: means the date this Agreement is last signed by the parties.
•	“License Fee”: refers to the payment made by Client to Syntho for the grant of rights to use the Software and related services, as specified in Exhibit A of this Agreement, excluding taxes and additional services not covered within the initial scope of this Agreement.
•	“Maintenance and Support Services”: encompass the provision of updates, bug fixes, technical support, and necessary deployment and installation support for the Software, as detailed in Article 10 of this Agreement. These services are included within the License Fee.
•	“Territory”: refers to the country of the United States of America, in which the Client is authorized to use the Software under the terms of this Agreement, as further specified in Article 2.
2.	The terms defined in this Article 1 shall have the same meaning when used in this Agreement, unless the context clearly requires otherwise.

Article 2 — License Grant
1.	Subject to the terms and conditions of this Agreement, including the payment of the License Fee, Syntho hereby grants to Client a limited, non-exclusive, non-transferable (except as set forth in Section 14), and non-sublicensable license to:
a.	Install and use the Software, in object code form only, on Client's internal computer systems, solely for Client's internal business operations within the Territory;
b.	Make a reasonable number of copies of the Software for backup or archival purposes, provided that all such copies shall be subject to the terms and conditions of this Agreement and shall contain the same proprietary notices as the original Software;
c.	Access and use any accompanying documentation or user manuals provided by Syntho, solely in connection with the use of the Software, as authorized under this Agreement.
d.	In case the client would like to do deployments in different environments, written permission is required from Syntho. Accordingly, additional costs might apply.
2.	Client shall not, directly or indirectly, without the prior written consent of Syntho:
a.	Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except as expressly permitted by applicable law notwithstanding this restriction;
b.	Rent, lease, sublicense, distribute, sell, or otherwise transfer the Software, or any rights therein, to any third party;
c.	Use the Software for the benefit of any third party, or in a service bureau, application service provider, or similar capacity;
d.	Remove, alter, or obscure any proprietary notices, labels, or marks on the Software or accompanying documentation;
e.	Create any derivative works based on the Software or use the Software to develop any software or product that is functionally similar to or competes with the Software.
3.	The rights granted under this Article 2 are subject to Client’s full compliance with all of the terms and conditions of this Agreement. Any unauthorized use, reproduction, or distribution of the Software, or any breach of this Agreement, shall result in the immediate, and automatic termination of the license granted herein, without prejudice to any other rights or remedies of Syntho.

Article 3 — License Fee
1.	Please find our special proposal attached, indicated as “Exhibit A”, which includes the “The License Fee”.
2.	In consideration of the license granted by Syntho under this Agreement, Client shall pay Syntho a monthly License Fee, the amount of which will be determined based on the agreed-upon pricing schedule, as set forth in Exhibit A, attached hereto and incorporated herein by reference. The License Fee shall cover the rights and services expressly provided for in this Agreement, including the right to use the Software and any initial deployment and installation support. The License Fee shall be exclusive of any taxes, levies, or duties imposed by any taxing authority, which shall be the sole responsibility of Client.
3.	Any services or support not explicitly included in the License Fee as mentioned in article 3.1 or Exhibit A, such as custom development work, additional training, or other consulting services, shall be subject to separate fees and agreements, as mutually agreed upon by the parties in writing. The daily fee for any additional required work is 800,00 (eight hundred) EURO per day.
4.	The “Minimum Duration” is the period in which the Client cannot cancel the Syntho Engine License. After the Minimum Duration period, the Syntho Engine automatically renews, unless a party provides notice of nonrenewal as set forth in Article 11, Section 1.
5.	Fees are fixed during the Minimum Duration period, according to Exhibit A. Thereafter, Syntho’s default pricing policy applies. Consequently, required fees might change according to Syntho’s pricing policy. This means that the Client can benefit from fixed (and lower prices) when committing for a longer contract period “Minimum Duration”. 
6.	The client may upgrade to extend functionalities. In case of any upgrades, the default Syntho pricing structure applies.
7.	With regard to the License Fee owed for by the Client, the data from Syntho's administration shall provide full evidence, without prejudice to the Client's right to provide proof to the contrary.
8.	Syntho reserves the right to adjust any prices during the term of the Agreement in accordance with the Consumer Price Index (CPI) published by Statistics Netherlands on its website. Such adjustment in pricing requires thirty (30) days' written notice, will not be retroactive, and cannot start before the first year of the contract.

Article 4 — Payment terms
1.	Unless otherwise agreed upon in writing by the parties, Syntho shall invoice Client for the License Fee at the end of each calendar month during the Term of this Agreement. Client shall pay each invoice within thirty (30) days from the date of the invoice.
2.	If Client fails to pay any invoice when due, Syntho may, at its option and beginning no earlier than thirty (30) days after the applicable invoice due date, charge interest on the overdue amount at the rate of two percent (2%) per month, or the maximum rate permitted by law, whichever is lower, calculated from sixty (60) days after the due date until the date of payment in full. In addition, Syntho reserves the right to suspend or terminate the license granted under this Agreement if Client fails to make  payment of any undisputed invoice within ninety (90) days of invoice due date.
3.	All payments made by Client under this Agreement shall be in the currency specified in Exhibit A and shall be made by wire transfer, credit card, or other payment methods agreed upon by the parties in writing.

Article 5 — Intellectual Property Rights
1.	By entering into this Agreement, the parties explicitly agree not to transfer any intellectual property rights except for what is agreed upon by both parties in writing and in this Article 5.
2.	Syntho represents and warrants that it owns and retains all Intellectual Property Rights related to the Software, code, websites, data files, hardware, and other materials, including but not limited to analyses, designs, documentation, reports, quotations, and related preliminary materials developed or made available to Client on the basis of this Agreement. This includes any developments before, during, or after the term of this Agreement. The limited license granted to Client under this Agreement does not convey any ownership rights in the Software or any of Syntho's Intellectual Property Rights.
3.	Notwithstanding the provisions of Article 5.1, Client shall become the Intellectual Property Owner of the synthetic data generated by the Syntho Engine, unless Client declares otherwise in writing. The synthetic data generated by the Syntho Engine shall be considered the exclusive property of Client, and Syntho shall have no rights or claims to such synthetic data.
4.	Client acknowledges and agrees that it shall not acquire any Intellectual Property Rights in the Software or any other materials provided by Syntho under this Agreement, except for the synthetic data generated by the Syntho Engine, as specified in Article 5.2. Client shall not, directly or indirectly, take any action that may infringe, misappropriate, or otherwise violate Syntho's Intellectual Property Rights or challenge Syntho's ownership of such rights.
5.	Client agrees to promptly notify Syntho in writing of any actual or suspected infringement, misappropriation, or other violation of Syntho's Intellectual Property Rights related to the Software that comes to Client's attention. Syntho shall have the sole right, but not the obligation, to take any legal action, at its own expense, to enforce its Intellectual Property Rights against any such infringement, misappropriation, or violation. Client shall reasonably cooperate with Syntho in any such enforcement action, at Syntho's expense.
6.	Syntho is permitted to take technical measures to protect and safeguard the industrial and intellectual property rights vested in the materials provided by Syntho as referred to in this Agreement. The Client is not permitted to circumvent, remove, and/or breach these technical (security) measures.
7.	The Client will not infringe on the confidential nature or the copyrights, brands, trade names, or any other intellectual property rights of Syntho. This includes removing, modifying, and adapting (or having removed) the software, websites, data files, equipment, or materials made available by Syntho.
8.	Syntho has the right to use the intellectual property rights, acquired know-how, and other knowledge or information, excluding Client’s Confidential Information, in the context of the performance of the Agreement for other purposes, such as for the benefit of other customers of Syntho. Syntho will ensure that the Confidential Information of the Client remains confidential and is not used in any manner except to provide the Services directly to Client and will undertake to prevent disclosure of Confidential Information as much as possible.

Article 6 — Confidentiality
1.	Each party (the “Receiving Party”) acknowledges that, during the term of this Agreement, it may receive or have access to Confidential Information belonging to the other party (the “Disclosing Party”). For the purposes of this Agreement, “Confidential Information” means any non-public information, whether written or oral, that is designated as confidential or proprietary by the Disclosing Party or that the Receiving Party reasonably should understand to be confidential, including but not limited to trade secrets, business plans, strategies, financial information, customer data, and the terms and conditions of this Agreement.
2.	The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Confidential Information and to use such Confidential Information only for the purposes of fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party shall take all reasonable precautions to prevent the unauthorized disclosure, use, or copying of the Disclosing Party's Confidential Information, using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
3.	The Receiving Party's obligations under this Article 6 shall not apply to any Confidential Information that:
a.	Was already known to the Receiving Party at the time of disclosure, without an obligation of confidentiality; or
b.	Is or becomes publicly available through no fault of the Receiving Party; or
c.	Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or
d.	Is lawfully obtained from a third party without an obligation of confidentiality.
4.	The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, to the extent permitted by law, and reasonably cooperates with the Disclosing Party's efforts to contest or limit the scope of such required disclosure, at the Disclosing Party's expense.
5.	Upon the termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Disclosing Party's Confidential Information in its possession or control, except for any copies that the Receiving Party is required to retain under applicable law or for archival purposes, subject to the confidentiality obligations set forth in this Article 6.
6.	The confidentiality obligations set forth in this Article 6 shall survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to any Confidential Information that constitutes a trade secret under applicable law, in which case the confidentiality obligations shall continue for as long as such information remains a trade secret.

Article 7 — Warranties and Representations
1.	Syntho represents and warrants that:
a.	It has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses granted herein;
b.	The Software, to the best of Syntho's knowledge, does not infringe upon or violate any Intellectual Property Rights of any third party;
c.	The Software shall perform substantially in accordance with the accompanying documentation, under normal use and circumstances, during the term of this Agreement.
2.	Syntho does not warrant that the Software will be error-free or uninterrupted, or that all errors or defects will be corrected. The Software is provided "as is," and to the maximum extent permitted by applicable law, Syntho disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
3.	Client represents and warrants that it has the legal authority to enter into this Agreement, and that its use of the Software will be in compliance with all applicable laws, regulations, , including copyright or trademark laws, export control or sanctions laws, or other laws in the jurisdiction of Client. Client is responsible for ensuring that their use of the Software is in compliance with laws and any applicable regulations.
4.	The warranties set forth in this Article 7 shall not apply to any issues arising from:
a.	Client's misuse, improper installation, or unauthorized modification of the Software;
b.	Client's failure to use the most recent version of the Software made available by Syntho, if such issue would have been avoided by using the most recent version;
c.	Client's use of the Software in combination with any third-party software, hardware, or systems not expressly approved by Syntho in writing;
d.	Client's failure to comply with any applicable law or regulation, or the terms and conditions of this Agreement.
5.	Client warrants that their use of the Software will not involve any activity that:
a.	is unlawful; and/or
b.	is libelous, defamatory, or fraudulent; and/or
c.	is discriminatory or abusive toward any individual or group; and/or
d.	is false, inaccurate, or intentionally deceptive information and likely to adversely affect the public interest (including health, safety, election integrity, and civic participation); and/or
e.	harasses or abuses another individual or group, including our employees, officers, and agents, or other users; and/or
f.	threatens or incites violence toward any individual or group, especially on the basis of who they are; and/or
g.	infringes any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights; and/or
h.	involves automated excessive bulk activity and coordinated inauthentic activity; and/or
i.	involves inauthentic interactions, such as fake accounts and automated inauthentic activity.

Article 8 — Limitation of Liability
1.	To the maximum extent permitted by applicable law, in no event shall Syntho be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, business interruption, loss of data, or loss of goodwill, arising out of or in connection with this Agreement or the use of, or inability to use, the Software, even if Syntho has been advised of the possibility of such damages.
2.	Syntho's total cumulative liability to the client for any and all claims arising out of or in connection with this Agreement or the use of, or inability to use, the Software, whether in contract, tort, or otherwise, shall not exceed the total amount of License Fees paid by Client to Syntho during the twelve (12) month period immediately preceding the event giving rise to such liability.
3.	The limitations of liability set forth in this Article 8 shall not apply to:
a.	Liability resulting from Syntho's gross negligence, willful misconduct, or fraud;
b.	Liability for death or personal injury caused by Syntho's negligence;
c.	Liability for breach of Syntho's confidentiality obligations under Article 8 of this Agreement;
d.	Liability for infringement as set forth in Article 9 of this Agreement.
4.	The parties agree that the limitations of liability set forth in this Article 8 are reasonable and are a fundamental part of the basis of the bargain between the parties, and that Syntho would not have entered into this Agreement without such limitations. The parties further agree that the limitations of liability shall apply even if any limited remedy specified in this Agreement fails in its essential purpose.
5.	Syntho shall not be liable for any fines, penalties, or other damages resulting from the Client's failure to comply with any applicable data privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) in the European Union. The Client agrees to indemnify and hold Syntho harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of, or in connection with, any alleged or actual breach by the Client of any data privacy laws or regulations.

Article 9 — Indemnification
1.	Syntho shall defend, indemnify, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
a.	Any infringement or alleged infringement of any third-party intellectual property rights by the Software, provided that Client promptly notifies Syntho in writing of any such claim, and reasonably cooperates with Syntho, at Syntho’s expense, in the defense or settlement of such claim; or
b.	Syntho's breach of any representation, warranty, or obligation under this Agreement.
2.	Client shall defend, indemnify, and hold harmless Syntho, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
a.	Client's use of the Software in violation of this Agreement, any applicable law or regulation, or any third-party rights; or
b.	Client's breach of any representation, warranty, or obligation under this Agreement.
3.	The indemnifying party's obligations under this Article 9 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of any claim, (b) giving the indemnifying party sole control of the defense and settlement of the claim, and (c) providing the indemnifying party, at the indemnifying party's expense, with all reasonable assistance and cooperation in the defense and settlement of the claim.
4.	In the event of a claim or threatened claim of infringement of any third-party intellectual property rights relating to the Software, Syntho may, at its sole option and expense: (a) procure for Client the right to continue using the Software under the terms of this Agreement; (b) replace or modify the Software to make it non-infringing, provided that the modified Software provides substantially the same functionality and performance; or (c) if options (a) and (b) are not commercially reasonable, terminate this Agreement and refund to Client any prepaid, unused License Fees on a pro-rata basis. This Section 9.4 states Syntho's entire liability and Client's exclusive remedy for any infringement or alleged infringement of third-party intellectual property rights relating to the Software.

Article 10 — Maintenance and Support
1.	Syntho shall provide Client with maintenance and support services for the Software during the term of this Agreement, as described in this Article 10. Maintenance and support services shall include the provision of updates, bug fixes, and technical support, as well as any necessary deployment and installation support. The fees for such maintenance and support services are included in the License Fee, and no additional investment is required.
2.	Syntho shall provide Client with technical support via email, telephone, or other means of communication, as mutually agreed upon by the parties. Syntho shall use commercially reasonable efforts to respond to and resolve any technical support issues raised by Client in a timely manner.
3.	Syntho shall provide Client with updates to the Software as they become available. Updates may include bug fixes, enhancements, or new features, as determined by Syntho in its sole discretion. Syntho does not guarantee any specific frequency or timing of updates, nor does it guarantee that updates will always be backward-compatible with previous versions of the Software. Client is responsible for installing and implementing any updates provided by Syntho in accordance with Syntho's instructions.
4.	Client acknowledges that Syntho's ability to provide effective maintenance and support services may be dependent on Client's cooperation, including providing Syntho with timely and accurate information regarding any issues or problems with the Software.
5.	Syntho's maintenance and support obligations under this Article 10 shall not apply to any issues arising from:
a.	Client's misuse, improper installation, or unauthorized modification of the Software;
b.	Client's failure to use the most recent version of the Software made available by Syntho, if such issue would have been avoided by using the most recent version;
c.	Client's use of the Software in combination with any third-party software, hardware, or systems not expressly approved by Syntho in writing;
d.	Client's failure to comply with any applicable law or regulation, or the terms and conditions of this Agreement.

Article 11 — Privacy Tools and Limitations 
1.	Syntho provides a range of tools intended to enhance data privacy; however, Syntho does not offer any guarantees or assurances regarding the absolute privacy or confidentiality of data processed using these tools. The privacy outcomes are influenced by the specific configurations, the type of data being processed, and external factors such as changes in privacy regulations, which are out of the control of Syntho.
2.	Syntho disclaims any liability for privacy breaches or non-compliance with data protection laws resulting from the use of these tools by the Client.
3.	The Client agrees to indemnify and hold Syntho harmless from any claims, damages, or expenses arising out of or related to the misuse or ineffective application of the privacy tools provided.

Article 12 — Term and Termination
1.	Term: This Agreement shall commence on the Effective Date and shall continue in effect for an initial term of one (1) year, unless earlier terminated in accordance with the provisions of this Article 12 and Exhibit A. Upon the expiration of the initial term, this Agreement shall automatically renew for successive one (1) year terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
2.	Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party if:
a.	The other party breaches any material term or condition of this Agreement, and such breach remains uncured for a period of thirty (30) days after receipt of written notice thereof from the non-breaching party; or
b.	The other party becomes insolvent, files a petition for bankruptcy, or ceases to do business.
3.	Consequences of Termination: Upon termination or expiration of this Agreement for any reason:
a.	All rights and licenses granted to Client under this Agreement shall immediately cease, and Client shall promptly discontinue all use of the Software;
b.	Client shall promptly return to Syntho or destroy, at Syntho's direction, all copies of the Software and any Confidential Information of Syntho in Client's possession or control, and shall certify in writing to Syntho that it has done so;
c.	Client shall pay all outstanding License Fees and any other amounts owed to Syntho under this Agreement up to the effective date of termination or expiration;
d.	The provisions of Articles 5 (Intellectual Property Rights), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 11 (Privacy Tools and Limitations), 13 (Governing Law), and 14 (Dispute Resolution) shall survive termination or expiration of this Agreement for any reason.
4.	Termination shall not relieve either party of any obligations that have accrued as of the effective date of termination, and any provisions of this Agreement that by their nature should survive termination or expiration shall so survive.
5.	Prohibition of Interim Termination: Except as expressly provided for in this Article 12, the parties hereby agree that no termination of this Agreement shall be permitted prior to the expiration of the then-current term, including any renewal terms. The parties specifically acknowledge and agree that they are waiving any rights to terminate the Agreement for convenience, and that any termination before the end of the term shall be allowed only for cause as set forth in Article 12.2.

Article 13 — Governing Law
1.	Governing Law: This Agreement and any (future) legal relations between Syntho and Client, including any disputes arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of laws principles.
2.	Exclusion of International Treaties and Foreign Laws: The application of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) and any foreign laws and regulations are expressly excluded from governing this Agreement or any legal relations between Syntho and Client.

Article 14 — Dispute Resolution
1.	Arbitration: Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Technology Arbitration and Mediation Institute.
2.	Venue: The place of arbitration shall be Amsterdam, The Netherlands.
3.	Language: The proceedings will be conducted in the English language.
4.	Arbitrator: The arbitral tribunal shall be composed of one (1) arbitrator, to be appointed in accordance with the rules of the Technology Arbitration and Mediation Institute.
5.	Binding Decision: The decision of the arbitrator shall be final and binding on both parties, and the parties hereby waive any rights to appeal or seek judicial review of the arbitrator's decision, to the extent permitted by applicable law.
6.	Costs: Each party shall bear its own costs and expenses arising out of the arbitration proceedings, including attorneys' fees and expenses. The arbitrator shall have the authority to award the prevailing party its reasonable costs and expenses, including attorneys' fees, as part of the final decision.

Article 15 — Assignment and Subcontracting
1.	Assignment: Client shall not assign or transfer, in whole or in part, its rights, interests, or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Syntho. Any attempted assignment or transfer in violation of this provision shall be null and void. 
2.	Subcontracting: Client is expressly prohibited from subcontracting any of its rights or obligations under this Agreement to any third party. Any attempted subcontracting in violation of this provision shall be null and void.
3.	Binding Effect: Subject to the restrictions on assignment and subcontracting set forth in this Article 15, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Article 16 — Notices
1.	Method of Notice: All notices, requests, consents, claims, demands, waivers, and other communications required or permitted by this Agreement (each, a “Notice”) shall be in writing and shall be delivered:
a.	by personal delivery, certified mail (postage prepaid, return receipt requested), nationally recognized overnight courier (with all fees prepaid), or email (with confirmation of receipt); or
b.	by any other means agreed upon by the parties.
2.	Addresses for Notice: Notices shall be addressed to the parties at the addresses set forth below or at such other address as a party may specify by providing Notice in accordance with this Article 16:
For Syntho:
John M. Keynesplein 12 (1066 EP), Amsterdam, the Netherlands 
Attn: Wim Kees Janssen and Marijn Vonk
Email: kees@syntho.ai and marijn@syntho.ai

For Client:
[Client's Address]
Attn: [Client's Legal Department or Responsible Officer]
Email: [Client's Email Address]

3.	Receipt of Notice: A Notice is deemed to have been received:
a.	if delivered personally, on the date of delivery;
b.	if sent by certified mail (postage prepaid, return receipt requested), on the date indicated on the return receipt;
c.	if sent by nationally recognized overnight courier (with all fees prepaid), on the date of delivery as indicated by the courier's tracking system; or
d.	if sent by email, on the date of confirmation of receipt, provided that if such confirmation is not received by 5:00 p.m. (recipient's local time) on a business day, or if received on a day that is not a business day, then the Notice shall be deemed received on the next business day.
Article 17 — Force Majeure
1.	Definition: In this Agreement, "Force Majeure Event" means any event or circumstance beyond the reasonable control of a party, including but not limited to, acts of God, war, terrorism, civil unrest, strikes, lockouts, or other labor disturbances, epidemics or pandemics, natural disasters, governmental actions, embargoes, or other similar events or circumstances.
2.	Non-Liability: Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is due to a Force Majeure Event, provided that the affected party:
a.	promptly notifies the other party in writing of the Force Majeure Event and its expected duration;
b.	uses reasonable efforts to mitigate the impact of the Force Majeure Event on its performance of its obligations under this Agreement; and
c.	resumes performance of its obligations as soon as reasonably practicable after the cessation of the Force Majeure Event.
3.	Right to Terminate: If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party, without liability or penalty, effective upon the date specified in such notice. The termination of this Agreement under this Section 16.3 shall not relieve either party of any obligations that have accrued as of the effective date of termination, and any provisions of this Agreement that by their nature should survive termination or expiration shall so survive.

Article 18 — Amendments and Waivers
1.	Amendments: No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by both parties. Any such amendment, modification, or supplement shall be deemed to be part of this Agreement and shall be binding on both parties.
2.	Waivers: No waiver by either party of any breach or default by the other party under this Agreement shall be deemed a waiver of any subsequent breach or default, whether of the same or any other provision of this Agreement. The failure or delay of either party to enforce any of its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
3.	Written Consent: Any waiver or consent to depart from the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the party giving it and only in the specific instance and for the specific purpose for which it has been given. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Article 19 — Entire Agreement and Order of Precedence
1.	Entire Agreement: This Agreement, together with any schedules, exhibits, or annexes attached hereto, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter of this Agreement.
2.	These Terms shall apply exclusively, and any specific stipulations or general terms and conditions of the Client shall not apply unless expressly accepted in writing by Syntho.
3.	Order of Precedence: In the event of any conflict or inconsistency between the provisions of this Agreement and any schedules, exhibits, or annexes attached hereto, the following order of precedence shall apply:
a.	This Agreement;
b.	Annexes, Exhibits or Schedules in the order in which they are attached to this Agreement, meaning that the first Annex, Exhibit or Schedule prevails over the second and so on.
4.	Resolution of Conflicts: In the event of any conflict or inconsistency between the provisions of this Agreement and any schedules, exhibits, or annexes attached hereto, the parties shall use their best efforts to resolve such conflict or inconsistency in a manner that gives effect to the intent of the parties as expressed in this Agreement, to the greatest extent possible.

Article 20 — Severability
1.	If any provision of this Agreement is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable in any respect, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the original intent of the parties to the greatest extent possible. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect, as if the invalid, illegal, or unenforceable provision had never been part of this Agreement. The parties agree to negotiate in good faith to replace any severed provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the severed provision.

Article 21 — Counterparts
1.	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties may exchange executed signature pages by facsimile or electronic transmission (including, but not limited to, transmission in PDF format), and any such signature pages shall be treated for all purposes as originals. The parties agree that the delivery of executed signature pages by facsimile or electronic transmission shall be as effective as the delivery of original executed signature pages and shall not affect the validity, binding effect, or enforceability of this Agreement.

Article 22 — Language
1.	This Agreement is executed in the English language. In the event of any translation of this Agreement into any other language, the English version shall prevail and be the governing version in case of any discrepancies or inconsistencies between the English version and any translation. All notices, communications, and other documents required or permitted to be given under this Agreement shall be in the English language, unless otherwise agreed by the parties in writing.


Signing

We believe our proposal aligns with your project requirements. If you have any inquiries about this proposal, please feel free to reach out to us.
Should you find our proposal satisfactory and wish to initiate our services, kindly sign this contract, the “Syntho Software License Agreement”. This signed document will serve as the contract.
We eagerly await your response.
Syntho	Client
Name: Wim Kees Janssen
Role: CEO


Date:	Name: 
Role: 


Date:
Name: Marijn Vonk
Role: CPO


Date:	

Exhibit A 
As attached
Exhibit B: Service Level Guarantees
1.	Standard service levels, performance guarantees, and associated penalties.
You can expect a response typically within 24 hours of raising a support request. Our team is dedicated to promptly addressing and resolving your queries to ensure minimal disruption to your operations. You will also receive free quarterly upgrades. If we repeatedly fail to meet these standards, we offer service credits, performance improvement plans or other compensatory measures.
2.	Operational and/or administrative Syntho guarantees of the performance objectives
The Syntho platform is designed to ensure high availability, minimizing downtime and ensuring reliable access to our synthetic data generation services. It is deployed on the client’s infrastructure, so, the client will be responsible for ensuring their infrastructure remains available.
3.	Standard support tier offerings.
Syntho Documentation Only Tier: This level provides access to our comprehensive knowledge base and user documentation during standard business hours.
Ticket System Tier: This tier encompasses all the benefits of the Syntho Documentation tier, in addition to Syntho (Zendesk) ticketing system, and prioritized ticket processing.
Dedicated Channel + Meetings  Tier: Optimal tier, builds upon the other aforementioned tier features by adding a dedicated account manager, a dedicated Teams communication channel, and tailored support solutions, such as scheduled support meetings.
4.	Platform Performance & Availability
Syntho will provide clients with detailed recommended specifications to optimize platform performance. While exact uptime percentages are contingent on various factors, Syntho endeavors to maintain the highest possible uptime for the Syntho platform. We continuously work towards optimizing our platform's stability and performance within the operational parameters defined by recommended specifications. It is the responsibility of the client to maintain their infrastructure upon which Syntho platform operates.
Recognizing that no platform can guarantee 100% uptime, Syntho is committed to transparency in communicating any scheduled updates or known issues in advance that may affect availability.
5.	Quality control 
Our quality control involves rigorous testing of our platform before any updates are rolled out, continuous service monitoring (Azure DevOps, ArgoCD, Playwright, and more) to detect and address any issues proactively, and a beta program for early feature access.
Customer feedback is collected and validated with customers via automated systems (Product Board) and prioritized accordingly to define our roadmap, identify areas for improvement and ensure our services meet quality standards. 
6.	Corrective action when standards are not met
Through weekly Stand-up call, Intermediate evaluation call every 4 weeks (to monitor progress and possible stirring), and Ad-hoc communication via dedicated MS Teams channel or Syntho ticketing system.
7.	Support hours
Our standard support hours are 9:00 AM to 6:00 PM (GMT+1), Monday through Friday. We always align with our customers, which are located in Europe, Japan and the United States.
8.	Feature updates & improvements
New features are rolled out quarterly after thorough testing and a phased release schedule. Updates are communicated in advance, with documentation provided for smooth adoption. We offer a beta feature release for early adopters.
9.	Response times
Severity Level	Description	Initial Response Time	Support hours	Communication Channel
Critical	Service outage or critical feature not working affecting all users.	Within 2 hours	9:00 AM to 9:00 PM (GMT+1)	Email, Teams, Ticketing system, Phone
High	Significant impact on operations without a direct workaround.	Within 4 hours	9:00 AM to 9:00 PM (GMT+1)	Email, Teams, Ticketing system
Medium	Moderate impact with available workaround.	Within 8 hours	9:00 AM to 6:00 PM (GMT+1)	Email, Teams, Ticketing system
Low	Minor issues, general inquiries, or feature requests.	Within 24 hours	9:00 AM to 6:00 PM (GMT+1)	Email, Teams, Ticketing system
10.	Escalation path

Level	Role	Process	Escalation Trigger
1	Customer Service Representative	Initial issue assessment and attempt to resolve.	Issue not resolved within target time or beyond representative’s capability.
2	Customer Success Manager/Account Manager	Review and coordinate resolution with specialized teams.	Unresolved issue due to complexity, requires more resources, or client dissatisfaction with solutions.
3	DevOps Specialist	Direct technical involvement for operational issues, system optimization, and emergency fixes.	Technical issues requiring immediate operational or infrastructure adjustments.
4	CTO / CPO	Involvement for technical strategy, oversight, and issues requiring high-level technical intervention.	Issues involving significant technical challenges or requiring strategic changes to the service or product.

11.	Contact details
•	CEO
o	Name: Wim Kees Janssen 
o	Email: kees@syntho.ai 
o	Phone: +31627516362
•	CPO, Customer Success Manager: 
o	Name: Marijn Vonk 
o	Email: marijn@syntho.ai 
o	Phone: +31622096505
•	CTO: 
o	Name: Simon Brouwer
o	Email: simon@syntho.ai 
•	DevOps Specialist: 
o	Name: Younes Moustaghfir
o	Email: younes@syntho.ai 
•	Customer Service Representative
o	Name: Shahin Huseyngulu
o	Email: shahin@syntho.ai