SYNEFO INC. SUBSCRIPTION TERMS AND CONDITIONS

This Subscription Terms and Conditions Agreement (the “Agreement”) is entered into by and between Synefo Inc., a Delaware corporation, with its principal place of business at [Insert Address] (“Synefo,” “we,” “us,” or “our”), and the entity or individual executing a Subscription Order referencing this Agreement (“Customer” or “you”), effective as of the date specified in the applicable Subscription Order (the “Effective Date”). Synefo and Customer are collectively referred to as the “Parties” and individually as a “Party.”

By signing a Subscription Order, clicking “I Agree,” or accessing or using the Synefo Platform, Customer agrees to be bound by the terms of this Agreement. If Customer is entering into this Agreement on behalf of a company or other legal entity, Customer represents and warrants that it has the authority to bind such entity to these terms.

1. DEFINITIONS

The following capitalized terms shall have the meanings set forth below:

• “Account” means a unique user or multi-tenant account created by or for Customer to access and use the Synefo Platform.

• “Authorized Users” means those individuals (e.g., employees, contractors, agents, or third-party service providers) who are authorized by Customer to access and use the Synefo Platform under Customer’s subscription.

• “Confidential Information” means any non-public information disclosed by either Party, whether orally, visually, or in writing, that is either marked as confidential or that, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential. This includes business, technical, financial, operational, and customer data, pricing, terms of this Agreement, and any information related to the Synefo Platform’s architecture, features, or roadmap.

• “Customer Data” means any data, content, metadata, configurations, reports, or other information provided, uploaded, input, or collected by or on behalf of Customer through the Synefo Platform, including but not limited to cloud infrastructure metadata (e.g., instance types, VPC configurations), cost and usage reports (e.g., AWS Cost & Usage Reports), user access logs, and branding elements used in white-labeled views.

• “Documentation” means the online user guides, help pages, release notes, and technical specifications made available by Synefo for the use of the Synefo Platform.

• “Feedback” means any suggestions, comments, feature requests, bug reports, or other input provided by Customer or Authorized Users regarding the functionality, performance, or user experience of the Synefo Platform.

• “Platform” or “Synefo Platform” means the cloud-based software-as-a-service (SaaS) platform offered by Synefo, including all modules, features, tools, and services such as environment provisioning, cost optimization, security and compliance monitoring, Well-Architected reviews, AI-powered assistance (Synthia), architecture visualization, and related functionalities, along with all updates, enhancements, bug fixes, and new versions made generally available to customers.

• “Subscription Order” or “Order” means the electronic or written document (e.g., quote, purchase order, online checkout confirmation) that specifies the subscription plan, pricing, payment terms, subscription term, number of Authorized Users, and any additional services or features purchased by Customer.

• “Term” means the initial subscription period specified in the Subscription Order, plus any renewal periods, unless earlier terminated in accordance with this Agreement.

• “Third-Party Services” means any software, APIs, or services not owned or operated by Synefo that are integrated with or accessed through the Synefo Platform (e.g., AWS, Slack, Jira, Microsoft Teams).

2. LICENSE GRANT AND ACCESS RIGHTS

a. License Grant

Subject to the terms of this Agreement and full payment of fees, Synefo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to:

• Access and use the Synefo Platform for Customer’s internal business operations.

• Allow Authorized Users to create Accounts and use the Platform for purposes consistent with this Agreement.

b. Authorized Users

Customer is solely responsible for:

• Managing and controlling access to Authorized Users.

• Ensuring all Authorized Users comply with this Agreement.

• Any use of the Platform by Authorized Users, including any violations or security incidents.

Customer must promptly deactivate access for any Authorized User who no longer requires access or whose employment/engagement has ended.

c. Use Restrictions

Customer shall not, and shall ensure that Authorized Users do not:

• Resell, sublicense, lease, rent, or otherwise commercially exploit the Synefo Platform.

• Use the Platform to build, train, or improve any competing product or service.

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.

• Copy, modify, or create derivative works of the Platform or Documentation.

• Use any automated means (e.g., bots, scrapers) to access or extract data from the Platform, except as permitted by Synefo’s API.

• Transmit viruses, malware, or harmful code through the Platform.

• Interfere with or disrupt the integrity, performance, or security of the Platform.

• Access or use the Platform in violation of applicable laws or regulations.

• Use the Platform to store or process sensitive personal data (e.g., health, financial, or government-issued identifiers) unless explicitly permitted and secured.

d. Platform Modifications

Synefo may modify, update, suspend, or discontinue any feature or functionality of the Platform at any time. Synefo will use commercially reasonable efforts to notify Customer of any material changes that significantly degrade functionality or usability.

e. Beta or Pre-Release Features

Any beta, preview, or pre-release features (“Beta Features”) are provided “as is” and may be subject to separate terms. Use of Beta Features is optional and at Customer’s risk. Synefo may discontinue Beta Features at any time without liability.

f. Suspension Rights

Synefo may suspend Customer’s or any Authorized User’s access to the Platform if:

• Customer fails to pay fees when due.

• There is a security threat, breach, or misuse of the Platform.

• Customer or an Authorized User violates any material term of this Agreement.

Suspension will be limited in scope and duration and will not relieve Customer of payment obligations. Synefo will use reasonable efforts to restore access once the issue is resolved.

3. TERM AND TERMINATION

a. Term

The Term begins on the Effective Date and continues for the duration specified in the Subscription Order. Unless otherwise stated, subscriptions automatically renew for successive periods of the same length unless either Party provides written notice of non-renewal at least 30 days before the end of the current Term.

b. Termination for Cause

Either Party may terminate this Agreement with 30 days’ written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.
Non-payment is a material breach; Customer must cure within 10 days of notice.

c. Effect of Termination

Upon termination or expiration:

• All rights to access and use the Synefo Platform cease immediately.

• Customer must cease all use and delete or return all Confidential Information.

• Synefo will, upon Customer’s request, provide 30 days of read-only access to allow Customer to export its Customer Data.

• After 30 days, Synefo may delete all Customer Data without further liability.

• Sections on Fees, Intellectual Property, Confidentiality, Indemnification, Disclaimers, and Limitation of Liability will survive.

4. FEES, PAYMENTS, AND TAXES

a. Subscription Fees

Customer agrees to pay the fees specified in the Subscription Order. Fees may be based on users, accounts, cloud spend, or usage tiers. All fees are non-refundable unless otherwise required by law.

b. Payment Terms

Invoices are due within 30 days of receipt. Late payments may incur interest at 1.5% per month (or the maximum allowed by law). Synefo may suspend access for overdue payments.

c. Cancellation and Refunds

• Customer may cancel auto-renewal with 30 days’ notice before renewal.

• No refunds for partial subscription periods.

• Early termination by Customer does not relieve payment obligations for the current Term.

d. Pricing Changes

Synefo may adjust pricing for renewals with 30 days’ written notice. Customer may cancel before renewal if pricing changes are unacceptable.

e. Taxes

Customer is responsible for all applicable taxes (e.g., sales, VAT, GST, use, or withholding taxes). Synefo will invoice and collect taxes where required by law.

5. INTELLECTUAL PROPERTY

a. Synefo Ownership

Synefo and its licensors retain all right, title, and interest in and to the Synefo Platform, including all software, AI models (e.g., Synthia), Documentation, and related intellectual property. No source code is licensed or provided.

b. Customer Data

Customer retains all rights to its Customer Data. Customer grants Synefo a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely to provide, maintain, and improve the Platform.

c. Statistical Information

Synefo may collect, aggregate, and anonymize usage data (“Statistical Information”) to improve services, develop new features, and for benchmarking. Synefo owns all Statistical Information and may use it for any lawful purpose.

6. FEEDBACK

Customer may provide Feedback. By submitting Feedback, Customer:

• Grants Synefo a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback.

• Assigns all intellectual property rights in the Feedback to Synefo.

• Waives any claims for compensation, attribution, or ownership.

7. CONFIDENTIALITY

a. Obligations

Each Party agrees to:

• Protect the other Party’s Confidential Information with at least reasonable care.

• Use it only to fulfill obligations under this Agreement.

• Limit access to employees or contractors who need to know and who are bound by confidentiality obligations.

b. Exclusions

Confidential Information does not include information that is:

• Publicly known through no fault of the receiving Party.

• Rightfully received from a third party without restriction.

• Independently developed without use of Confidential Information.

c. Disclosure Requirements

If required by law, the receiving Party will provide advance notice (if legally permitted) and cooperate to limit disclosure.

d. Survival

Confidentiality obligations survive for five (5) years after termination.

8. DISCLAIMER OF WARRANTIES

THE SYNEFO PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY

• FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT

• ERROR-FREE OR UNINTERRUPTED OPERATION

• ACCURACY OF AI RECOMMENDATIONS (e.g., cost savings, security alerts)

Synefo does not warrant that the Platform will meet Customer’s requirements or that defects will be corrected. Customer is responsible for backing up critical data.

9. INDEMNIFICATION

a. By Customer

Customer will defend, indemnify, and hold harmless Synefo from claims arising from:

• Unauthorized or unlawful use of the Platform.

• Customer Data that infringes third-party rights or violates laws.

• Breach of confidentiality or security obligations.

b. By Synefo

Synefo will defend, indemnify, and hold harmless Customer from claims that the Synefo Platform infringes any U.S. patent, copyright, trademark, or trade secret.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR:

• Indirect, incidental, consequential, or punitive damages

• Lost profits, data, or business opportunities

TOTAL LIABILITY is limited to the total fees paid by Customer in the 12 months preceding the claim. This limitation applies even if a Party has been advised of the possibility of such damages.

11. MISCELLANEOUS

a. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. Exclusive jurisdiction is in the federal courts of Wilmington, Delaware.

b. Assignment

Customer may not assign this Agreement without Synefo’s prior written consent. Synefo may assign freely.

c. Force Majeure

Neither Party is liable for failure to perform due to causes beyond reasonable control (e.g., natural disasters, war, pandemics, internet outages).

d. Notices

All notices must be in writing and sent to the email or address on file. Notices are effective upon receipt.

e. Entire Agreement

This Agreement, including the Subscription Order, constitutes the entire agreement between the Parties and supersedes all prior discussions.

f. Amendments

Changes must be in writing and signed by both Parties.

g. Severability

If any provision is unenforceable, the rest of the Agreement remains valid.

h. Waiver

Failure to enforce a right is not a waiver.

i. Headings

Headings are for convenience and do not affect interpretation.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.