Terms of Use & EULA

These Terms of Use and End User License Agreement (the “Terms”) are a binding agreement between you (“you” or “Customer”) and Synthefy, Inc. (“Synthefy,” “we,” “us,” or “our”) governing your access to and use of the Synthefy website (synthefy.com), the Synthefy Platform, the Synthefy API and developer console, software development kits, documentation, and any related hosted services we make available (collectively, the “Services”).

Please read these Terms carefully. By accessing or using the Services, installing or integrating Migas-1.5, clicking “I accept,” or otherwise indicating your agreement, you agree to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization. If you do not agree, do not access or use the Services.

These Terms do not apply where you have a separate written agreement with Synthefy (for example, a Master Subscription Agreement, Order Form, or enterprise license) covering the same Services — in that case, the separate agreement governs.

1. Scope and the Services

1.1 What these Terms cover

Subject to your compliance with these Terms and payment of applicable fees, Synthefy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription or trial term and solely for your internal business purposes.

1.2 Open-source model weights (Migas-1.5 and other open models)

Our foundation models, including Migas-1.5, are released as open-source model weights under Apache 2.0. When you download those weights and run them on your own infrastructure (locally, in your own cloud, or in your own Databricks workspace), your use of the weights is governed by that open-source license, not by these Terms. These Terms do not grant, limit, or modify any rights granted to you under the applicable open-source license.

These Terms do apply when you access a Synthefy model through a hosted Synthefy service (for example, our API, Platform, or an integration we operate) — in that case we provide the hosting, infrastructure, and support, and those activities are governed by these Terms.

1.3 Accounts and eligibility

You must be at least 18 years old and legally able to enter into a contract. You are responsible for maintaining the confidentiality of your account credentials, for all activity under your account, and for promptly notifying us at support@synthefy.com of any suspected unauthorized access.

1.4 Beta and preview features

We may make features available as beta, preview, or experimental. Such features are provided “AS IS,” may be modified or discontinued at any time, and are excluded from any service-level commitments and from the warranties in Section 8.

2. Acceptable Use

You will not, and will not permit any third party to:

• use the Services in violation of any applicable law, regulation, or third-party right;
• reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code, training data, or weights of any model, except to the extent expressly permitted by applicable law;
• use the Services or any output from a hosted Synthefy service to develop a competing foundation model, or to train or fine-tune a model that competes with Synthefy (benchmarking and research use of our open-source model weights is governed by the applicable open-source license);
• remove, obscure, or alter any proprietary notices, or misrepresent the source of outputs;
• upload or process any data that you do not have the right to use, that infringes or misappropriates intellectual property or privacy rights, or that contains malicious code;
• use the Services to generate predictions or recommendations used as the sole basis for decisions that have legal or similarly significant effects on individuals without appropriate human review and controller-level safeguards;
• use the Services in any high-risk application (e.g. life support, nuclear, aviation, critical infrastructure) unless expressly agreed in writing;
• attempt to probe, scan, disrupt, or bypass the security, rate limits, or integrity of the Services;
• resell, rent, sublicense, or offer the hosted Services as a standalone service to third parties except through channels we expressly authorize.

3. Your Data

“Customer Data” means any data, datasets, prompts, inputs, and non-public configuration you (or your authorized users) submit to or process through the Services. As between you and Synthefy, you retain all right, title, and interest in Customer Data. You grant Synthefy a limited, non-exclusive, worldwide license to host, copy, transmit, and process Customer Data solely to provide and maintain the Services and as required by law. We do not use Customer Data to train our foundation models unless you expressly authorize us to do so in writing.

Our processing of personal data within Customer Data is governed by our Privacy Policy, our published list of sub-processors at synthefy.com/subprocessors, and, where applicable, our Data Processing Addendum (DPA), available on request at support@synthefy.com.

4. Output

“Output” means predictions, forecasts, or other model outputs generated by the Services in response to Customer Data. Subject to your compliance with these Terms, Synthefy assigns to you all right, title, and interest it may have in Output, to the extent assignable. You are responsible for evaluating Output for accuracy and fitness for your use case. Output is probabilistic and may be incorrect; you must not represent Output as professional advice (medical, legal, financial, or otherwise).

Because models may produce similar outputs for similar inputs across customers, Synthefy retains the right to generate the same or similar Output for others, and Output is not guaranteed to be unique to you.

5. Intellectual Property

Except for (a) the limited rights expressly granted in these Terms, and (b) rights granted to you under any applicable open-source license covering our released model weights, Synthefy and its licensors retain all right, title, and interest in and to the Services, our proprietary software and documentation, and any improvements, derivative works, or feedback relating to them. You grant Synthefy a perpetual, worldwide, royalty-free license to use any feedback or suggestions you provide to improve the Services, without obligation to you.

6. Fees and Payment

You will pay the fees set forth in your applicable order, subscription plan, or integration agreement. Except as required by law or expressly stated in these Terms, fees are non-refundable. Fees are exclusive of taxes, which you are responsible for. We may change prices on renewal with reasonable notice. If you use the Services through a marketplace or integration partner (e.g. Databricks Marketplace), fees and billing are governed by that partner’s terms.

7. Confidentiality

Each party may have access to the other party’s non-public information (“Confidential Information”). Each party will (a) use the other’s Confidential Information only as necessary to perform under these Terms, and (b) protect it using at least the same care it uses for its own similar information, and no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction.

8. Disclaimer of Warranties

THE SERVICES, MIGAS-1.5, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNTHEFY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SYNTHEFY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO SYNTHEFY FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (USD $1,000). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Indemnification

You will defend, indemnify, and hold harmless Synthefy and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Customer Data, (b) your use of the Services in violation of these Terms or applicable law, or (c) your combination of Output with other products, services, or decisions.

11. Term and Termination

These Terms apply for as long as you access or use the Services. Either party may terminate these Terms for material breach if the breach is not cured within 30 days of written notice. We may suspend or terminate your access immediately for any violation of Section 2 (Acceptable Use), security risk, non-payment, or as required by law. Upon termination, your license rights under these Terms cease and you must stop accessing the hosted Services. (Rights you have under any open-source license covering released model weights are unaffected by termination of these Terms.) Sections that by their nature should survive termination will survive (including Sections 3 – 5, 7 – 10, 12, and 13).

12. Governing Law and Disputes

These Terms are governed by the laws of the State of [GOVERNING_STATE — e.g. California or Delaware], without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [VENUE — e.g. San Francisco County, California] for any dispute not subject to arbitration. [OPTIONAL ARBITRATION / CLASS-ACTION WAIVER CLAUSE — include only after review by counsel, since enforceability depends on jurisdiction and consumer-protection law.]

13. Export and Sanctions

You will comply with all applicable export control and sanctions laws, including those of the United States, the European Union, and other relevant jurisdictions. You represent that you are not located in, or a resident or national of, any country subject to a comprehensive U.S. embargo, and that you are not on any U.S. government restricted-party list.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be announced by posting the updated Terms on this page and updating the “Last updated” date, and, where required, by additional notice. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes.

15. Miscellaneous

These Terms, together with any referenced policies and any separate written agreement between you and Synthefy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the subject. If any provision is held unenforceable, the remainder will remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Notices to us must be sent to support@synthefy.com.

16. Contact