Updated and Effective Date: May 13, 2025
Introduction
These Terms of Use (“Terms”) govern your access to and use of the services provided by SyntheticIQ (“Company,” “we,” “us,” or “our”), including our website at www.syntheticiq.com, its subdomains, any mobile applications, and any other platforms (collectively, the “Services”). By accessing or using our Services, your organization (“Client,” “you,” or “your”) agrees to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. Your use of our Services is also governed by our Privacy Policy, which is incorporated herein by reference. We encourage you to read the Privacy Policy carefully.
1. Definitions
For purposes of these Terms, the following capitalized terms have the meanings set forth below:
Account means your login credentials and associated profile on the Services.
Feedback means any suggestions, ideas, comments or other feedback you provide to us regarding the Services.
Regular Monthly Billing Date means the calendar day of each month on which your Paid Tier subscription renews.
Services has the meaning set forth in the Introduction.
Synths means the virtual synthetic humans created and managed through the Services.
Terms means these Terms of Use, as may be amended from time to time.
2. Eligibility
You must be at least 18 years old to use our Services. By accessing or using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to agree to these Terms on behalf of your organization, or if a sole proprietor, on behalf of the sole proprietor.
3. Services Overview
SyntheticIQ specializes in creating virtual synthetic humans (“Synths”) that mimic the behaviors, characteristics, and preferences of your real‑world target audience. We help organizations derive actionable insights (“Synthetic Intelligence”) by creating and conducting surveys and running simulations against populations of Synths.
4. Account Registration and Security
Registration. To access certain features, you must create an Account by providing accurate and complete information, including your name, title, company name, email address, mobile phone number, business description, intended purpose with the platform, information about your target audience, and other relevant data.
Account Security. You are responsible for maintaining the confidentiality of your Account credentials and all activities that occur under your Account. You agree to notify us immediately of any unauthorized use.
Third‑Party Access. You shall not grant any third party access to your Account or our Services without our express written consent.
5. Fees and Payment
a. Pricing Tiers
Free Tier.
No subscription fee.
Access is limited to the features and usage volumes published on our pricing page.
Paid Tier.
Provides full access to all Services and features.
Charged on a per‑user, per‑month basis as set forth at www.syntheticiq.com/pricing.
b. Subscription and Billing
Subscription Term.
When you upgrade to the Paid Tier, you will pay a subscription fee for your first month on the date you sign up (your “Regular Monthly Billing Date”).
Thereafter, your subscription automatically renews every month on that same calendar day (or, if that day does not exist in a month, the last day of the month).
Payment Method.
All subscription fees are charged to the payment method you provide through our PCI‑compliant processor.
You authorize us to charge your chosen payment method for all fees due.
Late or Failed Payments.
If a payment fails or your Account becomes more than five (5) business days overdue, we may suspend or terminate your access to the Paid Tier.
c. Refund Policy
All subscription fees are non‑refundable, except that if the Services are unavailable for a continuous period of more than 72 hours due to our fault, you may request a pro‑rata credit for the downtime.
d. Price Changes
We may change the monthly subscription fees for the Paid Tier from time to time. If we do, we will post the new fees on our pricing page and provide you at least 30 days’ advance notice before they go into effect. Unless you cancel your subscription before the new fees take effect, your continued use of the Paid Tier after such date will constitute acceptance of the updated fees.
6. Cancellation and Downgrade
a. Downgrading to Free Tier
You may downgrade from the Paid Tier to the Free Tier at any time. Downgrades take effect at the end of your current monthly billing period; you will not receive a refund for the unused portion of that period.
b. Cancellation of Paid Subscription
To cancel your Paid Tier subscription, you must do so at least one (1) day before your next Regular Monthly Billing Date. After cancellation, your Account automatically reverts to the Free Tier.
c. Re‑enrollment
If you later choose to re‑enroll in the Paid Tier, you will be charged the then‑current monthly subscription fee immediately upon sign‑up, and your Regular Monthly Billing Date will reset to that sign‑up date.
7. Intellectual Property Rights
a. Ownership
Company IP. We own all rights, title, and interest in and to the Services, including but not limited to the Synths, underlying technology, software, algorithms, and any improvements or modifications.
Client Data. You own all data and information you submit to us and insights we generate for you.
b. Licenses
License to Use Services. We grant you a non‑exclusive, non‑transferable, revocable license to access and use the Services and the Synths solely for your internal business purposes, subject to these Terms.
License to Client Data. You grant us an irrevocable, perpetual, royalty‑free, worldwide license to use, reproduce, modify, and aggregate your data and insights in an anonymized manner to improve and expand our Services.
c. Restrictions
You shall not:
Reverse engineer, decompile, or disassemble any aspect of the Services.
Use any information obtained from the Services to compete with us.
Infringe upon our intellectual property rights or those of any third party.
8. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or sensitive information obtained during the course of this agreement. This obligation survives termination of these Terms.
9. DISCLAIMERS AND LIMITATION OF LIABILITY
a. Disclaimers
NO WARRANTIES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
ACCURACY OF INSIGHTS. WHILE WE STRIVE TO PROVIDE VALUABLE INSIGHTS, WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY RESULTS OR RECOMMENDATIONS. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE INSIGHTS.
b. Limitation of Liability
Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.
Cap on Liability. THE TOTAL LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Force Majeure. NEITHER PARTY SHALL BE LIABLE FOR FAILURES DUE TO EVENTS BEYOND REASONABLE CONTROL (E.G., NATURAL DISASTERS, GOVERNMENT ACTIONS, INTERNET DISTURBANCES).
10. Indemnification
You agree to indemnify, defend, and hold harmless SyntheticIQ and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:
Your access to or use of the Services.
Your violation of these Terms.
Your infringement of any third‑party rights.
Any misuse of the Services.
11. Termination and Suspension
a. Termination by Us
We may suspend, revoke, or terminate your access and license to the Services immediately and without prior notice if you:
Fail to comply with these Terms.
Use the Services for any illegal or unauthorized purpose.
Engage in any fraudulent, criminal, infringing, harassing, spamming, hacking, or other unlawful or unauthorized activity in connection with the Services.
Become insolvent or declare bankruptcy.
Infringe upon our intellectual property rights or those of third parties.
Impact the stability or security of the Services.
Fail to maintain a valid payment method or are delinquent in payment.
b. Termination by Us for Discontinuation of Services
We reserve the right to terminate the Services, or any part thereof, at our sole discretion for any reason. If we discontinue the Services, we will provide you with at least thirty (30) days’ notice and issue a pro‑rata refund for any prepaid fees covering the remainder of your current billing cycle.
c. Effects of Termination
Access. Upon termination, your access to the Services will be revoked.
Data Retrieval. If you are in good standing and not terminated for cause, you have eight (8) business days to retrieve any of your insights or data from the platform.
Surviving Provisions. Sections concerning intellectual property rights, confidentiality, disclaimers, limitation of liability, indemnification, and any provisions that by their nature survive termination shall remain in effect.
12. Dispute Resolution
a. Mediation and Binding Arbitration
Mediation. In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the dispute through mediation administered by JAMS in Reno, Nevada.
Binding Arbitration. If mediation fails, the dispute shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be final and binding.
Class‑Action Waiver. You and SyntheticIQ agree that any mediation or arbitration under these Terms will be conducted solely on an individual basis. A dispute may not be joined, consolidated, or arbitrated as a class or collective action.
Remote Arbitration Option. Either party may elect to have any arbitration conducted remotely (e.g., via videoconference) consistent with JAMS’ procedures, provided the award is enforceable and in compliance with these Terms.
b. Litigation Exception
If any party initiates legal proceedings in court despite the agreement to mediate and arbitrate, the initiating party agrees to bear all costs and expenses, including reasonable attorneys’ fees, incurred by the other party in enforcing these dispute resolution provisions, unless such litigation is in response to the counter‑party refusing to engage in mediation or arbitration.
c. Attorney’s Fees and Costs
In any mediation, arbitration, or litigation arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and legal costs from the non‑prevailing party.
d. Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. The venue for any permitted litigation shall be Reno, Nevada.
13. Marketing and Communications
By creating an Account, you consent to receive promotional materials and communications from us via email, SMS, and other means. You may opt‑out of marketing communications at any time by following the unsubscribe instructions provided. Some business‑critical communications cannot be opted out of.
14. Notices
All notices under these Terms must be in writing and delivered as follows:
To You: the primary email address on your Account or postal address you’ve provided.
To Us: legal@syntheticiq.com (email) or +1‑760‑452‑7814 (fax).
When Effective: notices sent by email or fax are effective upon our receipt; notices by certified mail are effective three (3) business days after deposit.
How We Provide Notice: we may also post notices (e.g., price changes or material Terms updates) on the dashboard or pricing page; posting there and emailing you counts as written notice.
15. Feedback & Feature Changes
Feedback. You grant SyntheticIQ a perpetual, irrevocable, royalty‑free, worldwide license to use, reproduce, modify, and incorporate into the Services any Feedback you provide, without obligation.
Changes to Features. We may introduce new features or remove or modify existing ones at any time. We’ll use commercially reasonable efforts to notify you of material deprecations, but you acknowledge that feature changes are part of our ongoing Service improvement.
16. Security Measures
We implement reasonable security measures to protect your data, including encryption of data in transit and at rest where applicable. However, no method of transmission over the internet or electronic storage is completely secure. We comply with our legal obligations regarding data breaches and will notify you as required by law.
17. Compliance with Laws
You agree to comply with all applicable laws and regulations in connection with your use of the Services, including but not limited to data protection laws like the CCPA and GDPR where applicable. It is your responsibility to ensure compliance; we do not provide legal compliance services.
18. Changes to the Terms
We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the new Terms.
19. Miscellaneous
Entire Agreement. These Terms constitute the entire agreement between you and us regarding the Services and supersede any prior agreements.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
20. Contact Information
If you have any questions about these Terms, please contact us at:
Email: legal@syntheticiq.com
Fax: +1‑760‑452‑7814 (do not fax any sensitive cardholder data)