UPDATED APRIL 10, 2026
These Synthesized Software Terms (“Terms”) are between the relevant Synthesized entity and Customer identified below, each individually, a “Party” and together, the “Parties.”
These Terms constitute a binding agreement between Synthesized and Customer upon acceptance, which occurs when Customer (i) signs these Terms, (ii) signs an Order referencing these Terms, (iii) clicks an online acceptance button, or (iv) uses the Licensed Package. If Customer does not agree to these Terms or lacks authority to bind the relevant entity, Customer may not use the Licensed Package. The Licensed Package may be used only by individuals aged eighteen or older, or by those aged thirteen to seventeen under parental or guardian supervision; use by individuals under thirteen is prohibited.
Capitalized terms used in these Terms are defined in context or in Section 14 (Definitions).
1. LICENSE; USE OF LICENSED PACKAGE.
1.1. License to Licensed Package. Subject to the terms of the Agreement, Synthesized grants Customer a worldwide, limited, non-exclusive, non-transferable and non-sublicensable license to access and use the features and functions of the Licensed Package and the Documentation during the Term, solely to process the number of Datasets specified in the Order to create Model Generated Data, and to process and analyse such Model Generated Data for Customer’s own internal business purposes, unless otherwise agreed upon within the Order. This license is subject to the license metrics set forth in the Order.
1.2. Authorized Users. Customer shall ensure that (i) only Authorized Users access and use the Licensed Package; (ii) each Authorized User keeps their Access Protocols confidential; (iii) such protocols are not shared or used by more than one individual; (iv) it maintains effective security policies and procedures to prevent unauthorised disclosure of Access Protocols and unauthorised access to the Licensed Package and (v) it takes reasonable steps to monitor and enforce compliance by its Authorized Users and shall not, and shall ensure that Authorized Users do not, circumvent or attempt to circumvent any access controls or security measures. Customer shall notify Synthesized without undue delay of any Authorized User departure, and any unauthorised use of Access Protocols. Customer is solely responsible for all acts and omissions of its Authorized Users. Synthesized has no access obligations to the extent that any failure results from Customer’s non-compliance with its obligations or related dependencies. Synthesized is not liable for any Losses arising from Customer’s or its Authorized Users’ breach of the Agreement.
1.3. Restrictions. Customer shall not, and shall not instruct, permit, enable or request any third party (including its Authorized Users and Personnel) to: (i) use the Licensed Package and Documentation in any manner inconsistent with the Agreement, (ii) provide or make them available to any third parties (iii) use them to create, market or distribute any product or service competing with the Licensed Package or any Synthesized Technology; (iv) introduce any malicious code or otherwise disrupt or harm the Licensed Package or any system or data of Synthesized or any third party; (v) modify, copy, merge, adapt, translate or create derivative works of the Licensed Package or Documentation, (vi) contest Synthesized’s ownership of the Synthesized Technology, (vii) use the Licensed Package or Documentation in a manner that infringes, misappropriates or violates any Intellectual Property Rights; (viii) remove or obscure any proprietary notice; (ix) interfere with the proper functioning of the Licensed Package; (x) circumvent or disable any security or usage-control features, or (xi) reverse engineer, decompile, unbundle, disassemble the Licensed Package except to limited extent required by applicable law for interoperability and only after requesting the necessary information from Synthesized, which may provide such information or impose reasonable conditions to protect its proprietary rights.
1.4. Support Services. Synthesized shall provide Support Services for the Licensed Package during the Term of the relevant Order. No obligation to provide Support Services applies for issues arising from unauthorized use of the Licensed Package, use of the Licensed Package not in accordance with the Documentation or services for which separated fees are charged by Synthesized. Customer shall provide Synthesized with the personnel reasonably required to address any issues relating to the implementation, provision, or termination of access to the Licensed Package.
1.5. Evaluation License. Synthesized may, at its sole discretion, make certain License Packages available to the Customer for internal evaluation purposes during the Term, subject to these Terms and any additional conditions set out in the Order (“Evaluation License”). The Term for an Evaluation License is not subject to a renewal or extension. All information relating to the features or performance of any License Package constitutes Synthesized Confidential Information. To the maximum extent permitted by law, any License Package provided under an Evaluation License is supplied ‘AS IS’ without support, warranties, or indemnities of any kind, whether express or implied. Notwithstanding anything to the contrary in these Terms, Synthesized’s maximum aggregate liability to the Customer in connection with any Evaluation License shall not exceed USD 100.
1.6. Open Source Software. Certain components of the Licensed Package are subject to open-source or free-software licences (“Open Source Software”). Customer acknowledges that some Open Source Software may be owned by third parties. No Open Source Software is licensed under the Agreement; each item is licensed solely under its applicable end-user license ( “OSS Licence”). Nothing in the Agreement limits Customer’s rights under, or grants rights that override, any OSS Licence. Synthesized shall make the relevant Open Source Software list available upon Customer’s written request.
2. ORDERING.
2.1. Orders. The Licensed Package may be purchased by Customer either directly from Synthesized or through an authorized Synthesized reseller, by means of a signed Order or an online Order submission. Both forms of Order constitute the acceptance of the Order by the Customer. All Orders are non-cancelable and non-refundable except as expressly stated in these Terms. Customer may permit its Affiliates to submit Orders under these Terms, provided Customer remains responsible for their compliance with the Agreement.
2.2. Reseller Orders. If Customer purchases through an authorized Synthesized reseller, Customer shall be invoiced by, and shall pay, the reseller. Synthesized shall rely on the order details provided in the reseller’s Order. Customer acknowledges that the reseller is not authorized to modify the Agreement or to make any warranties, representations or commitments on behalf of Synthesized regarding the Licensed Package or Support Services. Any refund due under the Agreement shall be issued to the reseller.
3. FEES AND PAYMENT.
3.1. Invoicing. All Fees are payable annually in advance on each anniversary of the Commencement Date during the Term, unless otherwise agreed in the Order. Synthesized shall invoice the Fees set out in the Order. Fees are due within forty-five (45) days of the invoice date, unless the Order specifies a different payment term.
3.2. Fee Increase. On the renewal date of the initial Term, Synthesized may increase the Fees for the renewal Term, based on the most recent percentage increase in the relevant Consumer Prices Index as of the beginning of the last month of the preceding Contract Year.
3.3. Late Payment. In addition to any other rights or remedies, if Customer fails to pay any amount when due, Synthesized may charge interest at 1,5 % per month or the statutory interest, whichever is higher, from the due date until full payment, without any reminder or notice of default. Synthesized may also require Customer to immediately suspend all access to and use of the License Package until full payment is made. If Synthesized must initiate collection, all judicial and extrajudicial costs shall be borne by Customer.
3.4. Taxes. All Fees are exclusive of Taxes. Customer shall pay or reimburse Synthesized for taxes related to transactions under the Agreement and Synthesized shall remit taxes to the relevant authorities. If applicable law requires Customer to withhold and remit any amounts from payments due, Customer shall state the withholding amount with the Order, and Synthesized shall invoice Customer for the corresponding gross-up so that it receives the full Fees. Synthesized may rely on the name and address provided by Customer as the place of supply for tax purposes. If Customer is tax-exempt, it shall provide valid exemption certificates with the Order.
4. SYNTHESIZED OWNERSHIP.
4.1. Synthesized Ownership. Synthesized, its Affiliates, and licensors retain sole ownership of all rights, title, and interest, including all Intellectual Property Rights, in the Synthesized Technology, algorithms, models, methods, know-how, or other intellectual property of Synthesized or its licensors. Customer acquires no rights, title or interest in or to the Synthesized’s ownership other than the limited licences granted under Section 1 (License; Use of Licensed Package), and all rights not expressly granted are reserved by Synthesized.
4.2. Feedback. By providing Feedback, Customer agrees that Synthesized may use and incorporate it into the Licensed Package, without restriction or obligation, including compensation.
5. SYNTHESIZED WARRANTY.
5.1. Licensed Package Warranty. Synthesized warrants that, during the Term, the Licensed Package shall materially conform to the Documentation when used in accordance with the Documentation and the Agreement. If Customer promptly reports a reproducible error that Synthesized determines breaches this warranty, Synthesized shall use reasonable efforts to correct it under the Support Services. If Synthesized determines that correction is not feasible, it may terminate the Order for the affected Licensed Package and refund the Fees for the unused portion of the Term from the date of Customer’s notice. This warranty applies only to supported, unmodified versions of the Licensed Package and not to errors arising from use with products, hardware, equipment, software or data not expressly authorized by Synthesized. Subject to the terms of the Agreement, the remedies in this Section are Customer’s sole and exclusive remedies for breach of this warranty.
5.2. Warranty Disclaimer. The express warranties in this Section replace all other warranties. Synthesized provides no warranties for any Open-Source Software. To the fullest extent permitted by law, Synthesized disclaims all other express, implied, and statutory warranties, (including implied warranties of merchantability, fitness for a particular purpose, title and noninfringement and any warranties arising from trade usage, course of dealing, or course of performance). Synthesized does not warrant that the Licensed Package shall meet Customer’s requirements (unless explicitly indicated in the Documentation) or to be accurate, uninterrupted or error-free.
6. CUSTOMER OWNERSHIP.
6.1. Customer Ownership. Customer retains sole ownership of all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data and Model Generated Data.
6.2. License to Customer Data. Synthesized does not access Customer Data or Model Generated Data, unless such data is provided to Synthesized. If provided to Synthesized, Customer grants Synthesized, its Affiliates and licensors a worldwide, limited, non-transferable and royalty-free license to use Customer Data and/or Model Generated Data solely to provide the License Package and Support Services. Synthesized is not responsible for any Losses, destruction, or alteration of Customer Data or Model Generated Data caused by Customer, its Authorized Users, or any third party.
6.3. Customer Data and Data Obligations. Customer warrants and represents and undertakes on an ongoing basis, that, throughout the Term it has the necessary rights, power, consents and authority to transmit Customer Data and Model Generated Data for usage of the Licensed Package as described in the Agreement. Customer is responsible for maintaining back-up copies of all Customer Data and Model Generated Data residing in or relying on the Synthesized Technology.
7. DATA PRIVACY AND SECURITY. Customer warrants, represents and undertakes on a continuing basis that it shall not, and shall ensure that its Authorized Users shall not, require or cause Synthesized (or any subcontractor engaged by Synthesized under Section 13.4 (Subcontracting) to process any personal data under applicable data protection laws. Customer is solely responsible for maintaining the security of its systems.
8. INDEMNIFICATION.
8.1. Synthesized Indemnification. Synthesized shall indemnify and defend Customer, its Affiliates and their respective officers, directors and employees against Losses finally awarded against Customer to an unaffiliated third party by a court of competent jurisdiction or agreed in settlement by Synthesized, arising solely from a third party claim or proceeding alleging the Licensed Package directly infringes such party’s Intellectual Property Rights. If the License Package becomes, or in Synthesized opinion is likely to become the subject to a claim under this Section, Synthesized shall at its option and expense either; (i) modify or replace the Licensed Package, or any component thereof, to make it non-infringing; or (b) procure the right for Customer to continue using the Licensed Package. If Synthesized determines that neither alternative is commercially practicable, Synthesized may terminate Customer’s right to use the affected Licensed Package and, upon Customer’s certified deletion and/or termination of use by Customer of the affected Licensed Package refund Customer the prepaid amount Synthesized received for the unused portion of the Term for the terminated Licensed Package. Synthesized’s obligations hereunder do not apply to any claim based on: (i) a combination of the Licensed Package with non-Synthesized products, hardware, equipment, software or data not expressly authorized by Synthesized for use with the Licensed Package; (ii) any use of the Licensed Package not compliant with the Agreement; (iii) continued use of an infringing version of the Licensed Package after Synthesized has provided Customer with a non-infringement version or terminated Customer’s right to use the Licensed Package; (iv) any modification to the Licensed Package by anyone other than Synthesized, its authorized agents or any third party performing elements of the services under the Agreement on Synthesized’s behalf; (v) any use by Synthesized of Customer Data or Model Generated Data in accordance with the Agreement; or (vi) any use by Customer or any third party of Customer Data or Model Generated Data.
8.2. Customer Indemnification. Customer shall indemnify and defend Synthesized, its Affiliates and their respective officers, directors and employees against all Losses finally awarded against Synthesized to an unaffiliated third party by a court of competent jurisdiction or agreed in settlement by Customer, arising out or related to (i) Customer Data or Model Generated Data, (ii) Customer’s use of the Licensed Package not in accordance with the Agreement, or (ii) any allegation that Customer Data or Model Generated Data infringes a third party’s Intellectual Property Rights, or (iv) Customer’s breach of Section 6.3 (Customer Data and Data Obligations) and Section 7 (Data Privacy).
8.3. Procedure. Subject to Section 8.1 and 8.2, each Party’s obligations set forth herein only apply, if (i) the indemnified Party promptly notifies the indemnifying Party in writing of the claim for which indemnity is being sought providing accurate and complete detail; and (ii) the indemnified Party allows the indemnifying Party sole control over the defense of the claim and settlement negotiations ((provided that the indemnifying Party may not settle any claim hereunder without the indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the indemnified Party from all liability without prejudice, does not require any admission by the indemnified Party, and does not place restrictions upon the indemnified Party’s business, products or services); and (iii) the indemnified Party provides the indemnifying Party with all reasonable cooperation in response to the indemnifying Party’s requests for assistance. The indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the indemnifying Party refuses to fulfill its obligation of defense, the indemnified Party may defend itself and seek reimbursement from the indemnifying Party.
8.4. Losses and Caps. Only Losses (as defined herein) shall be recoverable under this Section. Sections 8.1 and 8.2 respectively set out Customer’s sole and exclusive remedy and Synthesized’s entire liability for claims under Section 8.1, and Synthesized’s sole and exclusive remedy and Customer’s entire liability for claims under Section 8.2. All indemnification obligations under this Section are subject to the limitations and exclusions of liability set out in Section 9 (Liability).
9. LIABILITY
9.1. Consequential Damages Waiver. To the maximum extent permitted by applicable law, neither Party or its Affiliates shall be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including loss of income, profits, revenue, business interruption, cost of cover or substitute services, loss or corruption of data, fines, penalties, sanctions, arising from or related to the Agreement or the Licensed Package, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such loss or damage.
9.2. Limitation of Liability. Without limiting the foregoing and subject to Section 9.3 and 9.4, the maximum aggregate liability of either Party and its Affiliates’ for claims related to the Agreement shall not exceed the fees paid or payable by Customer to Synthesized for the Licensed Package subject to the claim in the 12-month period immediately preceding the event giving rise to the claim. (“General Liability Cap”). Notwithstanding the aforementioned, the total cumulative liability for a Party’s (a) violation of the Intellectual Property Rights of the other Party or of a third party; or (b) breach of its confidentiality obligations in this Agreement is limited to the higher of three (3) times the General Lability Cap or one million dollars (1.000.000 $) (“Specific Liability Cap”).
9.3. Exclusions. Synthesized shall not be liable to Customer for (i) any loss or corruption of data or information (whether direct or indirect); (ii) Customer’s failure to comply with applicable law, regulations (including but not limited to financial services regulation, if applicable) as a result of, or in relation to, its use of the Licensed Package; (iii) any use of Access Protocols by a third party; and (iv) any loss or liability (whether direct or indirect) arising as a result of Customer’s, or any third party’s use of, or reliance upon, Customer Data or Model Generated Data.
9.4. Exception to Limitations. The limitations set forth in this Section (Limitation of Liability) shall not apply to the extent arising from (i) Customer’s payment obligations under the Agreement, (ii) Customer’s violation of Section 1.2 (Authorized Users), Section 1.3 (Restrictions), (iii) Customer’s obligations under Section 10.2 (Customer Indemnification) (not subject to the Specific Liability Cap), (iii) gross negligence, willful misconduct or fraud or (iv) any liability that cannot be limited under applicable law.
10. CONFIDENTIALITY. Each Party shall protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted in this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information: (i) solely to its Affiliates, employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality at least as protective as those set forth in this Agreement; and (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction or any applicable law or regulation, subject to the receiving Party providing to the disclosing Party reasonable written notice to allow the disclosing Party to seek a protective order or otherwise contest the disclosure.
11. MODIFICATIONS. Modifications to these Terms may be provided by notice under Section 13.2 (Notices) or by posting the updated Terms on Synthesized’s website. Changes take effect upon notice for Evaluation Licenses and at the start of the next renewal Term for paid Licensed Package subscriptions, unless a different effective date is stated in compliance with applicable law. Continued use of the Licensed Package after the effective date constitutes acceptance.
12. DURATION AND TERMINATION.
12.1. Duration. The Agreement shall remain in effect for the Term of all Orders accepted under the Agreement, unless terminated as set forth below.
12.2. Renewals. The Term of an Order shall automatically extend for additional periods of one year (each a “Renewal Term”), unless otherwise stated in the Order or unless either party provides written notice not to renew no later than 30 days before the end of the Initial Term or the then current Renewal Term.
12.3. Termination and Suspension. (a) For Cause. Either Party may terminate the Agreement (including all Orders) with immediate effect by written notice if the other Party commits a material breach of the Agreement and fails to remedy it within 30 days or receiving written notice. If the breach relates only to specific Order(s), the non-breaching Party may terminate only the affected Order(s) and the Agreement and all other Orders remain in effect. Failure by Customer to pay any Fees when due constitutes a “material breach”. (b) For Insolvency. Either Party may terminate the Agreement with immediate effect by written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to control of a trustee, receiver or similar authority, or to any bankruptcy or insolvency proceeding. Such termination also terminates all Orders then in effect. (c) Synthesized’s Additional Suspension and Termination Rights. Synthesized may suspend or terminate Customer’s access to the Licensed Package if Synthesized reasonably determines that Customer’s use is disrupting or interfering with the security, integrity or availability of the Licensed Package or any third party’s use of the Licensed Package.
12.4. Effect of Termination or Expiry. Upon termination or expiry of an Order, Customer shall immediately cease all use of, and Synthesized shall cease providing the relevant Licensed Package and all unpaid Fees shall become immediately due and payable. No refund or reimbursement shall apply except as expressly provided in these Terms. Each Party shall promptly return all Confidential Information of the other, including all copies, or certify in writing that it has been destroyed. The obligation to return, destroy or permanently erase Confidential Information does not apply to information retained on electronic back-up media created by Synthesizes in the ordinary course of business and not readily isolatable, provided that, the applicable provisions of the Agreement relating to Confidential Information and data security obligations continue to apply to such information. Termination does not affect any rights, remedies, obligations or liabilities accrued as of the termination date, including the right to claim damages for any prior breach of the Agreement.
12.5. Survival. Any provision of the Agreement that either expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect, including: Section 1.3 (Restrictions); Section 3 (Fees and Payment); Section 4 (Synthesized Ownership); Section 5.2 (Warranty Disclaimer); Section 6 (Customer Ownership); Section 7 (Data Privacy and Security); Section 8 (Indemnification); Section 9 (Liability); Section 10 (Confidentiality); Section 12.4 (Effect of Termination or Expiry); Section 12.5 (Survival); Section 13 (General).
13. GENERAL
13.1. Representation and Warranty. Each Party warrants, represents and undertakes that it has, and shall throughout the duration of the Agreement maintain, the power, capacity and authority to enter into and perform the Agreement.
13.2. Notices. Any notice required to be given under the Agreement shall be in writing and shall be sent to the email addresses for contractual notices set out in the Order. Notices shall be deemed to have been received at the time of transmission as shown by the sender’s records or given on the next business day after the notice is sent. A Party may change its details given on the Order by giving written notice to the other Party.
13.3. Publicity. Customer acknowledges and agrees that Synthesized may use the Customer’s name, as well as a description of the technology and services provided under the Agreement, in case studies, customer lists, references on its website, proposals, and other marketing materials, unless the Customer notifies Synthesized of its objection by sending notice to the Synthesized Sales Representative.
13.4. Subcontracting. Synthesized may engage third parties to perform its obligations under the Agreement and may change or replace such service providers at its sole discretion, provided Synthesized remains liable to Customer for their performance. Use of third parties shall not materially reduce the level of performance, security or availability of the Licensed Package and Support Services during the Term.
13.5. Records. Customer shall, upon Synthesized’s request, make available to Synthesized all information and records reasonably necessary to demonstrate Customer’s compliance with the Agreement. If Synthesized determines that Customer’s use exceeds its license limits, Synthesized may invoice Customer for the corresponding additional Fees.
13.6. Assignment. Customer may not transfer of assign any of its rights or obligations under the Agreement, without Synthesized’s prior written consent, expect where the assignment is to a Customer Affiliate or a successor acquiring substantially all of the business to which this Agreement relates. Such consent shall not be unreasonably withheld. Customer shall provide Synthesized with reasonable advance notice of any proposed assignment to an Affiliate. The Agreement binds and benefits the Parties, their respective successors and permitted assigns. Any assignment made in breach of this Section shall be null and void.
13.7. Export Compliance. The Licensed Package and other Synthesized Technology, and derivatives thereof, are subject to applicable export laws and regulations, including but not limited to the United States and the United Kingdom. Customer shall comply with all applicable export control laws in its use of the Licensed Package and Synthesized Technology. Customer represents and warrants that it is not, is not acting on behalf of, and shall not export or re-export any part of the Licensed Package and other Synthesized Technology to: (1) any person from or controlled by a country subject to U.S. export prohibitions; (2) any person or entity on the U.S. Specially Designated Nationals, Denied Persons or Entity Lists; or (3) any country requiring a U.S. export licence or approval without first obtaining it. Customer further represents that it is not subject to any U.S. government order revoking or denying its export privileges.
13.8. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (other than payment obligations) if the delay or failure results from any cause beyond such Party’s reasonable control. If a force majeure event substantially continues for three (3) months, the unaffected Party may termination this Agreement, subject to Section 12.4 (Effect of Termination or Expiry).
13.9. Injunctive Relief. Each Party acknowledges and agrees that a breach of its obligations with respect to the other Party’s Confidential Information and Intellectual Property Rights may cause irreparable harm to the other party that could not be remedied by payment of damages alone and that the other Party may seek injunctive relief to prevent the breach in any appropriate jurisdiction.
13.10. Severability. If any part of this Agreement is held void, invalid or unenforceable (and cannot – in good faith - be modified to make it valid and enforceable), the remaining provisions shall continue in full force and effect.
13.11. Waiver. The waiver of a breach of any provision of the Agreement shall not constitute a waiver of another provision or a later breach.
13.12. Relationship of the Parties. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
13.13. No Third Parties Beneficiaries. The Agreement creates no rights in, and may not be enforced by, any person not being a Party to it.
13.14. If Customer is a U.S. Federal government customer or if the Agreement becomes subject to the Federal Acquisition Regulations:
U.S. Government Use. Customer acknowledges that the Licensed Package and related documentation are provided as ‘Commercial Items’ under 48 C.F.R. 2.101 and are licensed as commercial computer software with the restricted rights set out in 48 C.F.R. 12.211 and 12.212. If acquired by or on behalf of the U.S. Department of Defense, the Government obtains rights only as provided in the Agreement, consistent with 48 C.F.R. 227.7202-3 of the DFARS. This Section supersedes any other FAR, DFARS or similar provision concerning government rights in software or technical data. Synthesized provides the Licensed Package for U.S. federal government use solely with the rights customarily granted to the public, in accordance with FAR 12.211, FAR 12.212, DFARS 252.227-7015 and DFARS 227.7202-3. Any request by a government agency for additional rights requires a mutually agreed written addendum pursuant to FAR 27.405-3.
13.15. Counterparts and Electronic Signatures. The Agreement may be executed in counterparts that shall be considered original. Electronic signature shall have the same force and effect as handwritten signatures.
13.16. Governing law; Jurisdiction. This Agreement is governed as set forth below depending on the Synthesized entity that is the signatory to this Agreement without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods:
13.17. Arbitration. If the Parties are located in countries that do not have a bilateral treaty for the enforcement of court judgments, any dispute arising out of or in connection with the Agreement shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with those Rules. The arbitration shall be final and binding, and judgment on the arbitral award may be entered in any court of competent jurisdiction. The seat of arbitration shall be the location of the Synthesized entity identified in the Order, and the proceedings shall be conducted in English.
13.18. Entire agreement. This Agreement as it may be modified from time to time constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, relating to it. Any additional terms included in a purchase order or other business form provided by Customer shall be for administrative purposes only, shall have no legal effect and shall not supersede, amend or supplement the terms of the Agreement. In the event of a conflict, the order of precedence shall be: (1) the Order; (2) these Terms. Except as provided in Section 11 (Modifications), any modifications to the Agreement must be in writing and signed by both parties.
14. DEFINITIONS.