Terms of Service
Last Updated 02/04/2025
Before you access our services, please read these Terms of Service.
These Terms of Service (“Terms”) govern your use of the [www.synthbee.com] website (the “Site”). The Site is owned and operated by SynthBee, Inc. (“SynthBee”). The Site is offered subject to your (and the organization you represent) (together, “you”) acceptance without modification of all terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by SynthBee (“Other Terms”), which Other Terms are incorporated into and made a part of these Terms. BY USING OR ACCESSING ANY PART OF THE SITE, OR BY OTHERWISE MANIFESTING YOUR ACCEPTANCE OF THESE TERMS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THESE TERMS, INCLUDING WITHOUT LIMITATION THE ARBITRATION PROVISIONS IN SECTION 6. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, DO NOT USE OR ACCESS THE SITE. YOUR USE OR ACCESS OF THE SITE, AND SYNTHBEE’S OFFERING OF THE SITE, CONSTITUTES AN AGREEMENT BY SYNTHBEE AND BY YOU TO BE BOUND BY THESE TERMS.
Please read our Privacy Policy, which describes how we collect, store and use personal information.
PLEASE NOTE: IF YOU DESIRE TO ACCESS OR USE ANY OF THE PRODUCTS OR SERVICES THAT SYNTHBEE OFFERS THROUGH THE SITE (THE “SERVICES”), YOU MUST ENTER INTO A SEPARATE AGREEMENT (“SEPARATE AGREEMENT”) WITH RESPECT TO SUCH ACCESS AND NOTHING IN THESE TERMS SHALL BE DEEMED TO PROVIDE ANY RIGHT OR LICENSE TO USE OR ACCESS SUCH SERVICES. ANY SUCH SEPARATE AGREEMENT WITH SYNTHBEE: CONTROLS YOUR RIGHTS OR OBLIGATIONS FOR THOSE SERVICES, INCLUDING YOUR OBLIGATIONS TO PAY FEES TO THE EXCLUSION OF THESE TERMS
1. Access.
You must be at least 18 years old or the minimum age required to consent to use the Site in your location, whichever is higher. You also certify that you are legally permitted to use the Site, and take full responsibility for the selection and use of the Site.
These Terms are void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
2. Use of our Site.
You may access and use our Site only in compliance with our Terms, including any Other Terms we may post on the Site (the “Permitted Use”).
You may not access or use, or help another person to access or use, our Site in the following ways:
In any manner that violates data, privacy or any other applicable law or regulation—including, without limitation, any laws about exporting data or software to and from the United States or other countries;
To modify, copy, lease, sell or distribute any of our Services;
To develop any products or services that compete with our Services, including to develop or train any artificial intelligence or machine learning algorithms or models;
To attempt to or assist anyone to decompile, reverse engineer, disassemble, otherwise reduce our Services to human-readable form, or discover the source code or underlying components of our Services, including our models, algorithms, or systems, except when these restrictions are prohibited by applicable law;
To crawl, scrape, or otherwise harvest data or information from our Site, our Services other than as permitted under these Terms;
To use our Site or Services to obtain unauthorized access to any system or information;
To use our Site or Services to to generate, engage in, promote, incite, support or facilitate hateful, discriminatory or violent activities, whether online or offline;
To use our Site or Services to compromise children’s safety;
To use our Site or Services to spread misinformation or deceive any person;
Engage in fraudulent, abusive, or predatory practices;
To infringe, misappropriate, or violate intellectual property or other legal rights (including the rights of publicity or privacy);
To access the Site or the Services through automated or non-human means, whether through a bot, script, or otherwise; or
To engage in any other conduct that restricts or inhibits any person from using or enjoying our Site or our Services, or that we reasonably believe exposes us—or any of our users, affiliates, or any other third party—to any liability, damages, or detriment of any type, including reputational harms.
You also must not abuse, harm, interfere with, or disrupt our Site or Services, including, for example, introducing viruses or malware, spamming or DDoSing Services, or bypassing any of our systems or protective measures.
3. Ownership
The Site and the Services are owned, operated, and provided by us and our affiliates, licensors, distributors, and service providers (collectively “Providers”). We and our Providers retain all of our respective rights, title, and interest, including intellectual property rights, in and to the Site and the Services. Other than the rights of access and use expressly granted in our Terms solely with respect to the Site, our Terms do not grant you any right, title, or interest in or to our Site or our Services.
4. Disclaimer of warranties, limitations of liability, and indemnity
Our team works hard to provide great services, and we’re continuously working on improvements. However, there are certain aspects we can’t guarantee. We are using ALL CAPS to explain this, to make sure that you see it.
YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT PROHIBITED BY LAW, IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE, OUR AFFILIATES, OUR LICENSORS, AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTY IMPLIED BY OR ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WE DO NOT WARANT THAT THE SITE WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR PROVIDERS AND OUR AND THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “SYNTHBEE PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THE SERVICES, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY SYNTHBEE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SYNTHBEE PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE, OR $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE SYNTHBEE PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SITE; YOUR FEEDBACK; ANY PRODUCTS OR SERVICES THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE SITE; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.
THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU. IN THAT CASE, THESE TERMS ONLY LIMIT OUR RESPONSIBILITIES TO THE MAXIMUM EXTENT PERMISSIBLE IN YOUR COUNTRY OF RESIDENCE.
OUR PROVIDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 4.
5. General terms
We reserve the right to modify, suspend, or discontinue the Site or your access to the Site, in whole or in part, including the availability of any feature, database or content, at any time without notice to you. SynthBee may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice. We will not be liable for any change to or any suspension or discontinuation of the Site or your account or your access to them.
We reserve the right to change or modify any of the terms and conditions contained in these Terms (or any Other Term) at any time and in our sole discretion. If we make any changes to these Terms, we will provide notice of such changes by revising the “Last Updated” date above and, in some cases, we may provide additional notice (such as by sending an email or other notification or by posting a notice on the Site). Any changes or modifications will be effective 7 days after we provide notice that these Terms have been modified (the “Notice Period”). Your continued use of any of the Site following the Notice Period will constitute your acceptance of such changes or modifications. You are advised to review these Terms whenever you access the Site and at least every 30 days to make sure that you understand the terms and conditions that apply to your use of the Site.
These Terms may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.
You may not, without our prior written permission, use our name, logos, or other trademarks in any manner, including without limitation in connection with products or services other than the Site or Services, or in any other way that implies our affiliation, endorsement, or sponsorship.
We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Site, or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report information from or about you to law enforcement.
Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later. If any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
6. Disputes
Equitable relief. You agree that (a) no adequate remedy exists at law if you breach Section 2 (Use of Our Site); (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. You waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.
YOU AND SYNTHBEE AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
Mandatory Arbitration. You and SynthBee agree to resolve any claims arising out of or relating to these Terms, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation by sending a notice to SynthBee, Inc. at info@synthbee.com.
Arbitration procedures. If we are unable to resolve a Dispute within 60 days, either of us may commence arbitration under the rules of the Comprehensive Arbitration Rules and Procedures of JAMS. SynthBee and you will each select one arbitrator, and the two arbitrators so selected will select a third arbitrator. The decision of the majority of the three arbitrators will be binding and conclusive. Such decision will be written and will be supported by written findings of fact and conclusions which will set forth the award, judgment, decree or order awarded by the arbitrators. Any award issued hereunder shall be final, binding and fully enforceable, and judgment on the award, judgment, decree or order rendered by the arbitrators may be entered in any court of competent jurisdiction. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. The language to be used in the arbitral proceedings shall be English. In any arbitration hereunder, the prevailing party will be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorneys' fees, incurred in the proceeding. The fees of each arbitrator and the administrative fee of the ICC will be borne equally by both parties.
Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Site or Services or intellectual property infringement or misappropriation.
Class And Jury Trial Waivers. You and SynthBee agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and SynthBee knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.
Governing Law and Exclusive Jurisdiction. Our Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to conflict of law principles. Except as provided in the dispute resolution section above, you and SynthBee agree that any disputes arising out of or relating to these Terms will be resolved exclusively in the state or federal courts within the State of Florida, and you and SynthBee submit to the personal and exclusive jurisdiction of those courts. By accessing our Services, you waive any claims that may arise under the laws of other jurisdictions.
Severability. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Entire Agreement & Precedence. These Terms (together with all terms incorporated into these Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these Terms and supersedes all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom.