SynxDB Cloud End-User License Agreement

This Cloud End-User License Agreement (this "Agreement," or "Cloud EULA") is a binding agreement between Synx Data Labs Inc ("Synx," "we," or "us") and the person or entity using the Service ("Customer" or "you"). This Agreement governs access to and use of SynxDB Cloud, our hosted subscription service. For on-premises or customer-managed deployments licensed under an Order Form, see the SynxDB Enterprise EULA instead.

SYNX PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY ACCESSING OR USING THE SERVICE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SYNX WILL NOT AND DOES NOT PROVIDE THE SERVICE TO CUSTOMER AND YOU MUST NOT ACCESS OR USE THE SERVICE.

1. Definitions

For purposes of this Agreement, the following terms have the following meanings:

"Authorized Users" means solely those individuals authorized by Customer to access the Service on Customer's behalf.

"Confidential Information" means information or materials provided by one party ("Discloser") to the other party ("Recipient") which is in tangible form and labelled "confidential" or the like, or information which a reasonable person knew or should have known to be confidential. The following information is considered our Confidential Information whether or not marked or identified as such: (a) information regarding our pricing, product roadmaps, or strategic marketing plans; and (b) non-public materials relating to the Service.

"Customer Data" means any data, content, or information that Customer or its Authorized Users submit to, or process through, the Service.

"Documentation" means Synx's end user documentation relating to the Service available at synxdb-cloud-docs.synxdata.com.

"Fees" means the subscription fees, including all taxes thereon, paid or payable by Customer for access to the Service granted under this Agreement.

"Infringement Claim" means any claim by a third party that the Service infringes any patent, trademark, or copyright of that third party, or misappropriates a trade secret.

"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 rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Order Form" or "Plan" means the order form, online signup, or plan selection through which Customer subscribes to the Service, and any preview/early-access arrangement described in Section 3.

"Service" means SynxDB Cloud, the hosted, subscription-based version of SynxDB made available by Synx as software-as-a-service, including the underlying infrastructure Synx operates to provide it, but excluding Customer Data.

"Subscription Term" means the period during which Customer is entitled to access the Service, as specified in the applicable Order Form or, for preview access, as described in Section 3.

"Third Party" means any person or entity other than Customer or Synx.

2. Access Rights and Scope

Subject to and conditioned upon Customer's payment of the Fees (if any) and Customer's compliance with all terms and conditions set forth in this Agreement, Synx hereby grants Customer a non-exclusive, non-sublicensable, non-transferable right, during the Subscription Term and solely by and through its Authorized Users, to access and use the Service and the Documentation for Customer's internal business operations. This is a right to access a hosted service, not a license to any software binary; Customer receives no copy of, and has no right to download, the software underlying the Service.

3. Preview / Early Access

SynxDB Cloud is currently offered in early-access preview. Unless and until Synx publishes generally-available paid tiers with their own Order Form terms: (a) access is free; (b) Synx provides the Service on a best-effort basis, with no uptime commitment or service level agreement; (c) Synx may modify, suspend, or discontinue preview access, or any preview cluster, at any time with reasonable notice where practicable; and (d) Synx may migrate Customer to a paid tier, subject to advance notice and a reasonable transition period, once general availability ships. This Section 3 does not limit any liability cap or disclaimer elsewhere in this Agreement; it supplements them with preview-specific terms.

4. Use Restrictions

Subject to Section 2, Customer shall not, and shall require its Authorized Users not to, directly or indirectly: (a) use the Service beyond the scope of the access granted under Section 2; (b) provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Customer, with access to or use of the Service or Documentation, except as an Authorized User; (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Service or Documentation or any part thereof; (d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part thereof; (e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Service or Documentation; (f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to any Third Party, whether or not for a fee, except through Authorized Users acting on Customer's behalf; (g) attempt to probe, scan, or test the vulnerability of the Service, or breach any security or authentication measures, without Synx's prior written consent; (h) use the Service or Documentation in violation of any law, regulation, or rule; or (i) use the Service or Documentation for purposes of competitive analysis of the Service, the development of a competing product or service, or any other purpose that is to Synx's commercial disadvantage.

5. Responsibility for Use of Service

Customer is responsible and liable for all uses of the Service and Documentation through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Service and Documentation by its Authorized Users or by any other person to whom Customer or an Authorized User may provide access to or use of the Service, whether such access or use is permitted by or in violation of this Agreement.

6. Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Synx a limited right to access, process, and use Customer Data solely as necessary to provide, secure, support, and improve the Service. Synx will not access Customer Data except: (a) to provide or troubleshoot the Service; (b) at Customer's request; or (c) as required by law. On termination of this Agreement, Customer may export Customer Data for thirty (30) days, after which Synx may delete it, except where retention is required by law.

7. Security

Synx maintains administrative, physical, and technical safeguards designed to protect the Service and Customer Data, including encryption of data at rest (KMS-encrypted storage) and in transit, network isolation via VPC peering or PrivateLink, and role-based access control (IAM, and SSO via SAML/OIDC where configured). Customer is responsible for its own credentials, Authorized User access management, and any configuration choices it controls.

8. Usage Data

We collect your contact information and information about your subscription to the Service to manage your account. We also process (a) information necessary to facilitate delivery of the Service, including verifying compliance with the terms of this Cloud EULA, invoicing, and providing support, and (b) Service configuration, performance, and usage data for the purposes of improving Synx products and services and user experience, and other analytics purposes as set forth in the Documentation. To the extent any of that data includes information which identifies an individual, we will process that information in accordance with our Privacy Policy.

9. Fees and Payment

During preview (Section 3), the Service is provided free of charge. Once paid tiers are available, Fees are billed on a subscription basis per the applicable Order Form or Plan, in advance, and are non-refundable except as required by law. Subscriptions renew for successive terms of the same length as the initial Subscription Term unless either party gives notice of non-renewal before the then-current term ends, as further specified in the applicable Order Form or Plan.

10. Term and Termination

(a) This Agreement is effective for the Subscription Term and renews as described in Section 9, unless terminated earlier as set forth herein.

(b) We may terminate or suspend this Agreement or Customer's access to the Service effective immediately upon written notice to you if: (i) any payment due under this Agreement is not received within ten (10) days after receiving our written notice that payment is past due; (ii) you materially breach any other provision of this Agreement and fail to cure within thirty (30) days after receipt of our written notice of the breach; (iii) you materially breach any provision of this Agreement in a manner that cannot be cured; or (iv) you terminate or suspend your business.

(c) Upon termination of this Agreement, Customer's right to access the Service terminates. No expiration or termination shall affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund, in each case except as required by law. Section 6's data-export window applies on termination.

11. Intellectual Property Rights

Customer acknowledges and agrees that the Service and Documentation are provided under a limited access right, and not sold, to Customer. Customer does not acquire any ownership interest in the Service or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the access granted and subject to all terms, conditions, and restrictions under this Agreement. Synx reserves and shall retain its entire right, title, and interest in and to the Service and all Intellectual Property Rights arising out of or relating to the Service, except as expressly granted to Customer in this Agreement or as provided in Section 6 for Customer Data.

12. Confidential Information

(a) Either party may use Confidential Information of the other party disclosed to it in connection with this Agreement to exercise its rights and perform its obligations under this Agreement or as otherwise permitted by this Agreement. The Recipient will disclose the Discloser's Confidential Information only to the Recipient's employees or contractors who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than as specified in this Section 12. Recipient will protect the Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.

(b) The Recipient's obligations under this Section 12 with respect to any of the Discloser's Confidential Information will terminate if the Recipient can demonstrate that the information: (i) was already rightfully known to the Recipient at the time of disclosure by the Discloser without any obligation of confidentiality; (ii) was disclosed to the Recipient by a third party who had the right to make that disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Recipient has become, generally available to the public; or (iv) was independently developed by Recipient without access to or use of Discloser's Confidential Information. In addition, the Recipient will be allowed to disclose Confidential Information to the extent that disclosure is required by law or by order of a court or similar judicial or administrative body of competent jurisdiction, provided that the Recipient notifies the Discloser of the required disclosure promptly and in writing and cooperates with the Discloser, at the Discloser's request and expense, in any lawful action to contest or limit the scope of the required disclosure.

13. Limited Warranties and Disclaimer

(a) During any preview or early-access period (Section 3), the Service is provided "AS IS" and "AS AVAILABLE," without warranty of any kind. Once paid tiers are generally available, any additional warranty will be set forth in the applicable Order Form or a service level agreement.

(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, RELATING TO THE SERVICE AND DOCUMENTATION, INCLUDING THAT THE SERVICE WILL OPERATE UNINTERRUPTED, THAT IT WILL BE FREE FROM DEFECTS OR ERRORS, OR THAT IT WILL MEET (OR IS DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.

14. Intellectual Property Indemnification

(a) Synx will: (a) defend you against any Infringement Claim; and (b) indemnify you from all fines, damages, and costs finally awarded against you by a court of competent jurisdiction or a government agency, or agreed to in a settlement, with regard to any Infringement Claim. These obligations are applicable only if you: (i) provide us with notice of the Infringement Claim within a reasonable period after learning of the claim (provided that any delay in providing the notice will relieve us of our indemnification obligations only to the extent that the delay prejudices us); (ii) allow us sole control over the defense and settlement of the Infringement Claim; and (iii) reasonably cooperate in response to our requests for assistance with regard to the Infringement Claim. We will not, without your prior written consent, which may not be unreasonably withheld, conditioned, or delayed, enter into any settlement of any Infringement Claim that obligates you to admit any liability or to pay any unreimbursed amounts to the claimant. You may not settle or compromise any Infringement Claim without our prior written consent.

(b) If the Service becomes, or in our opinion is likely to become, the subject of an Infringement Claim, we may, at our option and expense: (a) procure the rights necessary for you to keep using the Service; (b) modify or replace the Service to make it noninfringing; or (c) terminate your access to the affected Service. In the event of such termination, your sole remedy shall be a pro-rata refund of any prepaid, unused Fees for the terminated portion of the Subscription Term. No further refunds, credits, or other compensation shall be provided.

(c) We will have no obligation under this Section 14 or otherwise with respect to any Infringement Claim based on: (a) combination of the Service with non-Synx products or content; (b) use for a purpose or in a manner for which the Service was not designed; (c) any modification to the Service other than those made by us; or (d) any Service provided on a no-charge, beta, preview, or evaluation basis.

(d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION 14 STATES YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL SYNX OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SYNX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL SYNX'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF (i) THE FEES CUSTOMER PAID TO SYNX FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED DOLLARS ($100) — WHICH (ii) APPLIES DURING ANY PERIOD CUSTOMER'S ACCESS IS FREE UNDER SECTION 3.

(c) THE LIMITATION OF LIABILITY IN SECTIONS 15(a) AND 15(b) WILL NOT APPLY TO (i) OUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR (ii) ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.

16. Export Regulation

The Service 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 Service to, or make the Service 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), prior to exporting, re-exporting, releasing, or otherwise making the Service available outside the US.

17. Miscellaneous

(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Sacramento and County of Sacramento, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

(b) In no event shall Synx be liable to Customer or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Synx's reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency, including any underlying cloud infrastructure provider's outage.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices to Synx must be sent to [email protected]; notices to Customer will be sent to the contact address on file for Customer's account.

(d) This Agreement constitutes the sole and entire agreement between Customer and Synx with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Synx's prior written consent, which consent Synx may give or withhold in its sole discretion. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 17(e) is void. Synx may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, or, for the Service generally, by Synx posting an updated version of this Agreement with reasonable advance notice. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.