GTC — Distribution (US)

AgentFlow AI GmbH General Terms and Conditions for Distribution

Version 1.0 | Last updated May 13, 2026 | Applicable to: United States

AgentFlow AI GmbH is registered with the commercial register of the local court of Charlottenburg under HRB 255004 B, with its business address at Kurfürstendamm 15, 10719 Berlin (“Synthflow”). These are the general terms and conditions for the business relationship between Synthflow and the Customer (“GTC”) for Distribution.

1. Definitions

   1. Software and Services related:

      1. “Agreement” means these GTC together with each applicable Order Form.

      2. “Authorized User” means any Customer’s employee and, if any, other users specified in the applicable Order Form, authorized by the Customer to access and use the Software on the Customer’s behalf in accordance with the Agreement.

      3. “Billing Period” means the recurring period during which the Customer’s Usage Volume is measured, and the applicable Fees are calculated and invoiced, as specified in the Agreement.

      4. “Bring Your Own Key (BYOK)” means the Customer’s use of its own API keys for the use of Third-Party Applications in connection with the Software, as supported by the Software.

      5. “Customer” means the contractual counterparty of Synthflow under the Agreement.

      6. “Complaints” means any complaints, claims or allegations raised by third parties arising out of or in connection with the Customer’s or End Customers use of the Software, including communications initiated by the Customer or End Customer via the Software.

      7. “Confidential Information” means any information, documents, items, materials, data, substances or electronic files disclosed by one party to the other party in written, electronic, oral or any other form, which is marked confidential by the disclosing party or is to be treated as confidential by its nature.

      8. “Distribution” means Customer reselling, either under Synthflow’s brand “Synthflow” or under the Customer’s own branding and customized appearance, the Software and the Services to End Customers.

      9. “End Customer” means the Customer’s own customer.

      10. “End Customer Agreement” means a binding Agreement between the Customer and an End Customer about the use of the Software and Services in the Customer’s own name and for its own account.

      11. “Fees” means the fees to be paid by the Customer for the Software and Services as specified in applicable Order Form.

      12. “Input” refers to any data, content or materials provided to Synthflow by the Customer and/ or the End Customer using the Software for transmission, storage, integration, import, display, distribution, or use in or through the Software, whether directly or indirectly, including prompts, intents, photographs, images, graphics, voices, videos, files, documents, logos, signs and text or other content.

      13. “IP Rights” means all industrial and intellectual property rights and similar rights, whether registered or unregistered, including inventions, semiconductor protection rights, design rights, copyrights (including in the form of database rights and software rights), all related rights (ancillary copyrights), trademarks, service marks, titles, Internet domain names, trade names, and other labeling rights, rights arising from corresponding applications and registrations of such rights, as well as all licenses (rights of use) derived from these rights and all claims to these IP Rights and industrial property rights.

      14. “Material Duty” means material contractual obligation that is essential for the fulfillment of the Agreement in the first place and on which the Customer may rely.

      15. “Order Form” means Synthflow’s standard form, entered into between Synthflow and the Customer, which incorporates these GTC, including special conditions for ordering the Software and the Services.

      16. “Output” refers to any data, content, or materials that are generated, produced, or created for the Customer and/or the End Customer by the Software and/or Services. This includes, but is not limited to, text, images, audio, video, code, designs, models, and other works that are based on the Input.

      17. “Permitted Use” means the use of the Software and Services strictly in accordance with the Agreement by the Customer, Authorized Users and End Customers.

      18. “Services” means all non-software services provided by Synthflow, through its employees or, where applicable, its subcontractors, under this Agreement.

      19. “SLA” means the service level agreement attached to these GTC as Annex 1, which is in different service levels selectable in the applicable Order Form.

      20. “Software” means Synthflow’s AI platform as specified in the applicable Order Form and Annex 2 to these GTC.

      21. “Taxes” means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever.

      22. “Third-Party Application” means any software, application or service provided by a third party that interoperates with the Software.

      23. “Usage Volume” means the contractually agreed amount of usage of the Software, measured in minutes or other applicable units, per Billing Period as specified in the applicable Order Form.

2. Scope

   1. Synthflow provides to the Customer the agreed Software and Services.

   2. These GTC shall serve as foundation for the Order Form about the use of the Software and provision of Services as specified in the Order Form. The terms of the applicable Order Form shall take precedence over these GTC.

3. Provision of Software & Services

   1. Synthflow shall make the Software available to the Customer as agreed upon in the Agreement.

   2. Synthflow shall make the Software available to the Customer as software-as-a-service (SaaS) for the purpose of making it available to its End Customers, meaning that the Software is operated by Synthflow in a managed cloud-hosted environment and accessed by the Customer via the internet.

   3. The use of the Software and Services is subject to Usage Volumes. If the Customer or its End Customers exceed the agreed Usage Volume, the Customer shall pay for any excess usage in accordance with the remuneration agreed upon in the applicable Order Form. Usage of the Software and/or Services by End Customers and under sub-accounts are counted towards the Customer’s applicable Usage Volume.

   4. Usage Volume purchased on a per-month basis or for the entire Billing Period may be consumed flexibly over the full Billing Period of the applicable Order Form. Where Usage Volume is expressed as a monthly amount, the customer may use the agreed amount corresponding to such monthly Usage Volume multiplied by the number of months in the applicable Billing Period. No monthly caps or monthly minimum quotas shall apply, provided that the total Usage Volume is not exceeded within the applicable Billing Period.

   5. Any unused Usage Volume shall expire at the end of the applicable Billing Period without any refund, credit, or other form of compensation to the Customer.

   6. Usage of the Software shall be measured in accordance with Synthflow’s then-current metering methodology, published at https://docs.synthflow.ai/usage. This describes how voice calls, chat interactions and other service components are measured and converted into billable units. Applicable per-unit rates are set out in the applicable Order Form, which shall prevail in the event of any inconsistency.

4. License

   1. Synthflow grants to the Customer during the term of the Agreement (i.) a non-exclusive, non-transferable, non-sublicensable, right to use the Software for itself, and (ii.) a non-exclusive, non-transferable right for Distribution, limited to the Permitted Use and as further specified in the Order Form.

   2. Synthflow shall enable the Customer to register Authorized Users and End Customers. Such accounts shall be assigned to the Customer’s account as sub-accounts.

   3. The Customer shall maintain and not remove, obscure, or alter any copyright notice, trademarks, logos, and trade names and any other notices or identifications that appear on or in any Software or updates or any associated media.

5. Distribution

   1. To Distribute the Software and the Services, the Customer shall conclude End Customer Agreements. End Customers do not enter into a contractual relationship with Synthflow.

   2. The Customer shall ensure through End Customer Agreements that each End Customer is imposed with essentially the same obligations as the Customer under this Agreement.

   3. The Customer is liable for violations by End Customers of statutory obligations and imposed contractual regulations according to Sec. 5.2 as if such violations were its own.

   4. The Customer is free to set the prices applicable to End Customers for the Software and Services in the End Customer Agreement.

   5. The Customer is not granted any exclusivity by Synthflow.

   6. The Customer shall be solely responsible for all representations and warranties it makes regarding the Software and Services to any End Customer or any third party.

   7. The Customer shall

      1. use commercially reasonable efforts to promote and market the Software and Services;

      2. avoid deceptive, misleading or unethical practices that are or might be detrimental to Synthflow and the Software, or to the public in general;

      3. not make any false or misleading representations, warranties or guarantees with respect to Synthflow, the Software and the Services;

      4. keep Synthflow informed as to any problems encountered with the Software (of which the Customer is aware), and communicate promptly to Synthflow any and all modifications, design changes or improvements of the Software suggested by any End Customer, employee or agent.

6. Warranty

   1. During the term of the Agreement Synthflow warrants the functionalities of the Software as specified in Annex 2.

   2. Synthflow intends to use state-of-the-art technology and is authorized to regularly carry out or introduce updates, new versions or upgrades of the Software and the Services, implement new features or make changes to existing features in order to improve the Software and the Services and in particular to adapt it to technical developments, a changed legal situation or new commercial requirements. The foregoing shall not result in a material change to the contractual equivalence to the detriment of the Customer, nor materially reduce the agreed functionality or value of the Software.

7. Services and Service Level

   1. Under the applicable Order Form, the parties may, against further remuneration, agree on the provisions of additional Services by Synthflow to the Customer or its End Customers.

   2. Synthflow shall provide maintenance and Services in accordance with the provisions of the SLA specified in the applicable Order Form.

8. Bring Your Own Key / Third-Party Applications

   1. Synthflow may enable the Customer to use Third-Party Applications in connection with the use of the Software by providing access to APIs to Third-Party Applications which can be accessed by the Customer through BYOK.

   2. If the parties agree on BYOK in the Order Form, Synthflow provides access via APIs to the Third-Party Applications specified in the Order Form. The Customer may authorize the use of such Third-Party Applications in its account of the Software. The Customer shall use its own API keys, obtained through its agreements with the respective Third-Party Application providers, to access the Third-Party Application.

   3. In BYOK, the contractual relationship exists only between the Customer and the provider of the respective Third-Party Application. The Third-Party Applications are provided under the sole responsibility of their respective providers. The Customer may use the Third-Party Applications via the Software as permitted in the Order Form and in the respective Third-Party Application provider’s terms. Synthflow has no influence on the technical design or the scope of the Third-Party Application and assumes no guarantee or warranty for a specific scope of functions of the Third-Party Application. The Third-Party Application may change or discontinue at any time, which may prevent Synthflow from providing access to the Third-Party Application. Synthflow is not responsible for any use of the Third-Party Application in BYOK or for any disclosure, modification or deletion of any data resulting from access by a Third-Party Application or its provider.

9. Marketplace

Use of the Synthflow Marketplace is regulated under Annex 3 of these GTC.

10. Input & Output

    1. The Customer shall be responsible for the accuracy, quality and legality of the Input. The Customer shall be responsible for the Customer’s and End Customers use of the Input with the Software, and the use of the Input in connection with any Third-Party Applications. The Customer guarantees that it has the necessary rights and/or consents to provide the Input to Synthflow for the purpose of fulfilling the Agreement.

    2. Synthflow has no obligation to review, maintain or provide any Input and/or Output, and may delete or destroy all copies of the Input in its systems or otherwise in its possession or control at its own discretion, unless legally prohibited.

    3. The Customer is aware that the characteristics of the Output generated by Third-Party Applications depend considerably on the Input. Synthflow is not liable for any Output generated by any Third-Party Application. Synthflow does not guarantee the Output’s correctness or its suitability for the Customer’s or End Customer’s intended purpose. The Customer and/or the End Customer is responsible for verifying the Output and assessing its suitability for the Customer’s and/or End Customer’s intended purpose. The Customer and/or the End Customer bears sole responsibility for the use of the Output.

    4. The Customer shall indemnify Synthflow upon first request against all claims asserted against Synthflow by any third party due to (a) the use of the Input or Output by Synthflow, the Customer and/or the End Customer or (b) due to the use of the Software and Services by the Customer and/or End Customer, unless these claims are based on intentional or grossly negligent conduct by Synthflow. Such indemnification also includes the costs of a reasonable legal defense.

11. Obligations of the Customer

    1. The Customer shall be solely responsible for addressing Complaints, in particular about spam calls, raised by third parties resulting from the use of the Software and Services by the Customer and/or the End Customer. Synthflow shall forward any such Complaints linked to the use of the Software or Services to the Customer. The Customer is obliged to resolve such Complaints in a timely manner and assist Synthflow with information and actions in resolving such Complaints, if necessary.

    2. The Customer shall be solely responsible for (i) administering and protecting the accounts of Authorized Users; (ii) providing access to the Software only to Authorized Users and/or End Customers; (iii) requiring such Authorized Users and End Customers to keep the account login information strictly confidential; (iv) using industry standard security measures to protect the accounts (including, without limitation, using multi-factor authentication); and (v) any use of the Software that occurs on the accounts.

    3. In the event that the Customer becomes aware that the security of account login information has been compromised, or upon Synthflow’s reasonable request, the Customer shall immediately deactivate such account or change the respective account login information.

    4. The Customer shall not and shall procure that End Customers do not

       1. make the Software or parts thereof available to anyone other than its Authorized Users, or use the Software or parts hereof for the benefit of third parties;

       2. sell, resell, license, sublicense, distribute, rent or lease the Software or parts hereof, unless expressly allowed for in this Agreement;

       3. use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

       4. use the Software to scam or otherwise defraud third parties or any other person or entity;

       5. use the Software to store or transmit malicious code (such as files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses);

       6. interfere with or disrupt the integrity or performance of the Software;

       7. attempt to gain unauthorized access to the Software or its related systems or networks;

       8. permit direct or indirect access to or use of the Software in a way that circumvents the Usage Volume, or use any software to access, copy or use any of Synthflow’s IP Rights except as permitted under the Agreement;

       9. modify, copy, or create derivative works of the Software or any part, feature, function or user interface thereof;

       10. frame or mirror any part of the Software, other than framing on the Customer’s own intranets or as permitted in the applicable Order Form; and/or

       11. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software.

    5. Any use of the Software in breach of the foregoing by the Customer that in Synthflow’s judgment threatens the security, integrity or availability of the Software, may result in Synthflow’s immediate suspension of the Software, however Synthflow shall use commercially reasonable efforts under the circumstances to provide the Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

    6. If the Customer is in material breach of the foregoing, Synthflow may terminate the Agreement and any Order Form in place without notice according to to Sec. 17.2.

12. Fees and Payment

    1. The Customer shall pay all Fees to Synthflow as agreed in the Agreement.

    2. Except as otherwise specified herein or in the applicable Order Form Fees paid are non-refundable and Usage Volume ordered cannot be decreased. For clarification: If an Order Form is concluded, the Customer is obligated to pay the Fees specified in the Order Form for the whole contractual period specified in the Order Form, irrespective of whether Customer is using or Distributing the Software or not and irrespective of whether the contractual relationship is within its initial term or a renewal term.

    3. Any payment of Fees shall be made in accordance with the Billing Period stated in the applicable Order Form. If not agreed upon otherwise in the Order Form, Synthflow shall invoice the Customer in advance upon the commencement of each Billing Period.

    4. If the Customer defaults with due payment more than five (5) days, Synthflow may, without limiting its other rights and remedies, suspend applicable Software until such amounts are paid in full. If the Customer has not cured the payment default after having received a notice from Synthflow, Synthflow may terminate the Agreement acc. to Sec. 17.1.

    5. All Fees stated in an Order Form are net and do not include Taxes. The Customer is responsible for paying all Taxes associated with its orders hereunder. If Synthflow has the legal obligation to pay or collect Taxes for which the Customer is responsible under this section, Synthflow will invoice the Customer and the Customer will pay that amount unless the Customer provides Synthflow with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Synthflow is solely responsible for taxes assessable against it based on its income, property and employees.

    6. Synthflow may adjust the Fees as set forth in the applicable Order Form.

13. Intellectual Property Rights

    1. Synthflow retains all right, title, interest, including all related IP Rights, in and to the Software, Services and related documentation, its Confidential Information, and all derivative works thereof, or improvements or modifications thereto, by whomever made. Except for the express rights granted herein, Synthflow does not grant any other licenses or access, whether express or implied, to the Software, the Services or any software, services or IP Rights of Synthflow.

    2. The Customer hereby grants Synthflow a non-exclusive, non-transferable, non-sublicensable right to use the Input during the term of the Agreement to the extent necessary for the fulfilment of the Agreement, including the right to reproduce, edit and transmit the Input, including transmission to Third-Party Applications.

    3. If not expressly agreed otherwise, the Customer shall own all right, title, and interest in and to Input and/or Output created with the help of the Software and Services.

    4. By submitting any feedback, the Customer acknowledges and agrees that Synthflow shall be free to exploit and use feedback for any purpose without restriction or compensation.

14. Confidentiality

    1. The parties undertake to treat the Confidential Information of the other party as confidential and to use them exclusively for the purposes of the performance of the Agreement.

    2. The disclosure of the Confidential Information of the disclosing party by the respective recipient to third parties is only permitted to the extent that this is necessary for the performance of the Agreement, provided that the third party has committed itself to confidentiality vis-à-vis the party making the Confidential Information available to the third party or is bound to confidentiality for professional reasons. Legal disclosure obligations remain unaffected. The respective party making the Confidential Information available to the third party shall be responsible for ensuring that the obligations of the Agreement are also observed by such third parties. The party making the Confidential Information available to the third party shall be liable for breaches of the confidentiality obligations under the Agreement by such third parties as if they were its own breach.

    3. Each party undertakes to protect the Confidential Information of the respective other party by taking appropriate security measures.

    4. The foregoing obligations shall not apply to information of which the receiving party can prove that it (i) was or is available to the public in a lawful manner and in a manner not in breach of the provisions of the Agreement; (ii) was previously known to the receiving party and was available to it without restriction; (iii) was disclosed to the receiving party by a third party authorized to do so.

    5. The respective receiving party undertakes to completely and permanently destroy all documents and records containing Confidential Information of the respective other party or, in the case of electronic data, to permanently delete such data immediately after termination of the Agreement. This shall not affect any statutory storage and archiving obligations.

    6. After termination of the Agreement, all rights and obligations of each party with respect to the Confidential Information of the respective other party shall continue to apply for a period of three (3) years.

15. Data Protection

If the Customer wishes to include any personal data in its Input, the processing of such personal data by Synthflow shall be subject to a data processing agreement which Synthflow shall make available upon the Customer’s request and which shall then be executed between the parties.

16. Liability

    1. Synthflow is liable for damages caused intentionally or through gross negligence by Synthflow, its legal representatives and vicarious agents, as well as in the event of a breach of a Material Duty.

    2. Regarding Material Duties in case of simple negligence. Synthflow’s liability is limited to the contractually typical foreseeable damage.

    3. Otherwise, Synthflow’s liability is excluded, irrespective of the legal grounds, unless Synthflow is subject to mandatory liability under the law, in particular for damages resulting from injury to life, limb or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act.

    4. Synthflow’s strict liability for defects existing at the time of delivery of the Software is excluded.

    5. The limitations of liability in the above paragraphs also apply to claims against legal representatives and vicarious agents of Synthflow.

17. Term and Termination

    1. Each party may terminate the Agreement and any Order Form for cause

       1. upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or

       2. if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    2. Synthflow may terminate the Agreement without notice if the Customer is in breach of its obligations under Sec. 11 of the Agreement.

    3. Upon termination or expiry of this Agreement, for any reason whatsoever, the Customer’s authorization to make the Software available to its End Customers shall cease.

18. Final Provisions

    1. The relationship of the Customer to Synthflow is that of an independent contractor and nothing in the Agreement is intended, or shall be construed to, create an employer-employee relationship, partnership, joint venture, agency or any other form of business association whereby one party becomes liable or responsible for the acts or omissions of the other party. The parties are not authorized to legally represent the respective other party.

    2. Amendments and additions to the Agreement must be made in writing to be effective, unless a stricter form is mandatory by law. The written form requirement can only be waived by written agreement. The written form requirement is also met by transmitting a copy that shows a replica of the signature (e.g. pdf or DocuSign), but not by simple e-mail.

    3. Customer is not entitled to transfer the Agreement or to assign rights or obligations under the Agreement to a third party without the prior written consent of Synthflow.

    4. This Agreement shall be governed by the laws of Delaware, excluding the conflict of laws rules of private international law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

    5. Exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement shall be Wilmington, Delaware, unless otherwise required by mandatory law.

    6. Should any provision of the Agreement be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions of the Agreement shall not be affected. The same shall apply if and insofar as a gap in the Agreement becomes apparent. In place of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to or corresponds to what the parties economically intended or would have intended according to the spirit and purpose of the Agreement, had they considered this point.

    7. As the single point of contact within the meaning of Article 11 (1) and Article 12 (1) of Regulation (EU) No. 2022/2065 on a single market for digital services, the following email address is provided: contact@synthflow.ai. Synthflow accepts inquiries in German and English at this address. Synthflow does not process inquiries other than those regarding the foregoing at this address unless explicitly assigned to this address.

Annex 1 – Service Level Agreement

1. Standard Support

2. Premium Support

Definitions:

“Business Days” means any day other than a Saturday, Sunday, or public holiday in the United States.

“P 0 - Critical / Service Down” means complete loss of the Software or a critical function (e.g. calls cannot be initiated or received; widespread orchestrator failure) and no reasonable workaround exists.

“P 1 – High / Severe Degradation” means the Software is available but severely degraded, causing significant impact (e.g. very high latency, elevated error rates, major features (e.g. billing, analytics, CRUD API) unavailable) with no reasonable workaround.

“P 2 – Medium / Limited Degradation” means partial loss of non-critical functionality, intermittent errors, or performance degradation with a reasonable workaround.

“P 3 – Low / Minor Issues or Request” means cosmetic issues, general questions, feature requests, or problems with negligible impact.

Annex 2 – Software Product Specifications

1 Overview of the Software

The Synthflow platform is a cloud-based software-as-a-service (SaaS) solution provided under the terms of the Agreement. The Software enables the Customer to create, deploy, and manage AI-powered conversational agents for business automation. The core functionalities and features of the Software are detailed below.

2 Platform Access and Management

The Software can be accessed and managed through a web-based dashboard for configuration, monitoring, and management of operations, or via an API for integration with external systems and automation of workflows.

3 Core Functions

3.1 Concurrent Calls

The Software supports the simultaneous execution of multiple voice calls.

3.2 Voice Assistants

The platform facilitates the creation and deployment of AI-powered voice assistants to interact with customers or stakeholders.

3.3 Sub-Accounts

The Software allows the creation and management of sub-accounts for team members or third parties, subject to Usage Volume specified in the Order Form.

3.4 Multi-Language Support

The Software processes and generates interactions in multiple languages, accommodating diverse user bases.

3.5 Batch Campaigns

The Software supports the scheduling and execution of automated batch call campaigns for purposes such as marketing, reminders, and notifications.

4. Features

4.1 Send SMS

The Software includes functionality to send SMS messages after the call as part of customer interaction workflows.

4.2 Real-Time Booking

The Software enables real-time scheduling and booking within conversational interactions for supported third-party platforms.

4.3 Call Transfer

The Software allows the transfer of ongoing calls to different endpoints or agents as necessary.

4.4 Information Extractor

The Software extracts and processes relevant data points from conversations for further use.

4.5 Custom Actions

The Software allows the configuration of user-defined actions triggered during interactions.

5. SIP Trunking Support

The Software supports SIP Trunking for VoIP-based communications, enabling businesses to manage inbound and outbound calls over the internet. The specific configuration details, including supported protocols and interoperability requirements, must be agreed upon at the beginning of the subscription. These details will be documented in the Technical Requirements document in collaboration with the SynthFlow team to ensure compatibility with the customer’s infrastructure and needs.

6. API Access & Third-Party Integrations

The Software provides API access for integration with third-party platforms, such as CRM, payment, support, scheduling systems, and others. The authentication methods, data exchange protocols, and integration specifics must be reviewed and agreed upon before the start of the Agreement. These technical details will be formalized and agreed upon between the parties in the Technical Requirements document, developed in coordination with the SynthFlow team, to confirm feasibility and ensure a successful implementation.

Annex 3 Marketplace

Marketplace related Definitions:

1. “Acquirer” means a Customer who acquires Templates via the Marketplace.

2. “Creator” means a Customer who creates and offers Templates on the Marketplace.

3. “Creator Content” means any Templates or other content created and made available by a Creator on the Marketplace.

4. “Creator IP” means all IP-Rights in and to the Creator Content.

5. “Marketplace” means the in-product platform operated by Synthflow that enables Customers to offer, sell, acquire and use templates, acting as Creators or Acquirers, as applicable.

6. “Marketplace Fees” means any fees payable in connection with the use of the Marketplace, including fees for offering, selling or acquiring Templates, as specified in the Agreement.

7. “Template” means a standardized, reusable configuration, workflow or content made available by a Creator on the Marketplace for use within the Software.

8. “Template Agreement” means the agreement governing the acquisition and use of a Template between the Creator and the Acquirer, as made available via the Marketplace.

9. “Template Fee” means the fee payable by an Acquirer for the acquisition or use of a Template via the Marketplace, as specified therein.

Marketplace Provision:

Marketplace

1. Synthflow provides a Marketplace that allows Creators to create Templates for AI agents and share them with other customers of Synthflow for the purpose of using these Templates in connection with the Software.

2. Upon conclusion of the Agreement the Customer is eligible to access and use the Marketplace.

3. In case the Creator violates any provision of this Sec. 8, Synthflow has the right to suspend the Creator’s access to the Marketplace, however Synthflow shall use commercially reasonable efforts under the circumstances to provide the Creator with notice and an opportunity to remedy such violation prior to any such suspension.

4. The Creator may generate a Template by creating a distinctive composition of settings provided by Synthflow and utilizing its own content to generate prompts, use cases and workflows for an AI agent.

5. The Creator is responsible for ensuring the accuracy, quality, and legality of the Creator Content. The Creator shall be responsible for the means by which the Creator acquired the Creator Content and the use of the Creator Content.

6. Upon submission of the Template to the Marketplace by the Creator, Synthflow may list the Template on the Marketplace.

7. Synthflow may review the Template but has no obligation to do so. Synthflow reserves the right to decline the listing of the Template on the Marketplace or remove the listing from the Marketplace at any time without cause.

8. By submitting the Template to the Marketplace, the Creator makes a legally binding offer to potential Acquirers to enter into a Template Agreement and to grant to the Acquirer a non-exclusive, non-transferable and non-sublicensable right. Such right, to use the Template in connection with the Software, is limited to the term of the agreement between the Acquirer and Synthflow,. This right includes the right to edit, modify and transmit the Template. The Acquirer is not allowed to resell the Template to third parties.

9. In order to accept the offer, the Acquirer selects the Template on the Marketplace and agrees to the Creator’s terms for providing such Template along with agreeing to a fee, if applicable.

10. If the Creator has published its contact details (e.g. email address), the Acquirer may contact the Creator for the purposes of customization, support or technical assistance regarding the Template. Synthflow does not provide support or technical assistance regarding the Templates.

11. The parties of the Template Agreement may agree upon additional provisions regarding the Template Agreement and upon additional services (e.g. customizing) both of which will be the sole responsibility of the parties.

12. Synthflow is not a party to the Template Agreement and merely facilitates it. Synthflow will not issue refunds and will not be responsible for refund claims. All rights and claims relating to the Template Agreement are to be handled between the parties of such Template Agreement.

13. The Creator retains all rights in its Creator IP. Synthflow retains all rights in the Software and any and all functionalities that the Creator uses to generate the Template.

14. The Creator hereby grants Synthflow a non-exclusive, non-transferable and non-sublicensable right, unlimited in time, to list and market the Templates on the Marketplace, including the right to reproduce and transmit the Templates.

15. The Creator hereby further grants Synthflow a non-exclusive, non-transferable and sublicensable right, unlimited in time, to use the Templates for the purpose of improving the Software and its own products (e.g. by means of training) and offer the Templates as part of Synthflow’s Software, Services and subscriptions. This right includes the right to reproduce, edit and transmit the Templates to Third-Party Applications for such purposes.

16. Synthflow makes no warranty with regards to the functionality and/or legal compliance of the Templates.

17. The Acquirer and the Creator shall indemnify Synthflow upon first request against all claims asserted against Synthflow by any third party due to the listing of the Templates on the Marketplace or the use of the Templates in connection with the Software. Such indemnification also includes the costs of a reasonable legal defense.

18. If the Template is subject to fees, the Acquirer shall pay the Creator a Template Fee.

19. The Template Fees shall be due immediately after the conclusion of the Template Agreement.

20. The Template Fees will be credited directly to the Creator’s payment method using an independent service provider. If the Creator has not provided any details to instant payment methods to use such an independent service provider, the Creator will be obliged to do so before facilitating the Template Agreement. Synthflow does not have any control or influence over the payment process at any time and the payment of the Template Fees is processed from the Acquirer to the Creator using an independent payment provider. The processing of the payment might be subject to a payment processing fee charged to either, the Creator or Acquirer.

21. Synthflow reserves the right to charge Marketplace Fees.

22. Any Customer may notify Synthflow about any unlawful or unpermitted use of the Marketplace and/or Creator Content uploaded to the Marketplace via contact@synthflow.ai.

23. Synthflow reviews all notifications and renders decisions regarding the reported information promptly, diligently, impartially, and objectively. If Synthflow concludes that the Creator Content is unlawful and/or the use of the Marketplace is not permitted, Synthflow will remove such information from the Marketplace immediately.

24. Upon receipt of a notification according to Sec. v., Synthflow will promptly inform the customer of its receipt via the email address provided and will also notify the customer of its decision regarding the reported information as well as Synthflow’s internal complaint-handling system without undue delay.

25. Customers may lodge complaints against Synthflow’s decision according to Section x via contact@synthflow.ai for a period of six months after receipt of the decision.

26. If a complaint presents sufficient grounds for Synthflow to consider that its decision not to act upon a notice is unfounded or that the deleted information to which the complaint relates is not unlawful and/or is not in violation with the Agreement, Synthflow reverses its decision.

27. Synthflow informs the complainant customer of its decision in respect of the information to which the complaint relates.