Terms of Service

Last Updated: 21.06.2024

Welcome to MassiveRealm, operated by Synthilab, located at https://massiverealm.com.

This Agreement (the "Agreement") is made effective as of the date you accept it by clicking a button or checking a box (or similar action) and is between Synthilab OÜ, an Estonian corporation with an office located at Sepapaja tn 6, 15551, Tallinn, Estonia ("Synthilab"), and the entity agreeing to these terms ("Customer"). The person agreeing to this Agreement on behalf of the Customer warrants that they have the authority to bind the Customer to this Agreement. Synthilab and Customer may be collectively referred to as the "Parties" or individually as a "Party."

Definitions

"Aggregated Data" refers to data and information related to or derived from Customer Data or Customer's use of the Services, which is used by Synthilab in an aggregate and anonymized manner for statistical and performance analysis.

"Authorized User" means Customer’s employees, contractors, or agents who are authorized to access and use the Services under the rights granted to Customer in this Agreement.

"Customer Data" means all data, content, and information submitted, posted, or transmitted by Customer or an Authorized User through the Services, excluding Aggregated Data.

"Documentation" refers to Synthilab’s user guides, documentation, and help materials for the Services, available at massiverealm.com.

"Harmful Code" means any code, files, scripts, agents, or programs intended to do harm, including viruses, worms, or other malware.

"Order" means the order form, purchase order, or other ordering document, including online registration, that incorporates this Agreement.

"Personal Information" means any information that can be used to identify an individual, including data considered as "personal data" under applicable data protection laws.

"Synthilab IP" refers to the Services, Documentation, and all intellectual property provided to Customer or any Authorized User, including Aggregated Data but excluding Customer Data.

"Services" means Synthilab’s MassiveRealm platform provided as a hosted software service.

"Subscription Period" is the period during which Customer's Authorized Users are permitted to access and use the Services, as identified in the Order.

"Third-Party Products" means any third-party software, services, or products integrated or incorporated with the Services.

"Usage Limits" refers to the usage limitations specified in this Agreement and the Order, including limits on the number of Authorized Users and tiers of services.

Access and Use

1. Access Rights Subject to the terms and conditions of this Agreement, Synthilab grants Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the Services during the Subscription Period, solely for Customer's internal business purposes and in accordance with the Documentation.
2. Documentation License Synthilab grants Customer a non-exclusive, non-transferable license to use the Documentation during the Subscription Period solely to support Customer’s use of the Services.
3. Use Restrictions Customer shall not: (i) copy, modify, or create derivative works of the Synthilab IP; (ii) lease, lend, sell, license, sublicense, distribute, or otherwise make available the Services or Documentation to third parties; (iii) reverse engineer, decompile, decode, or disassemble the Services; (iv) remove any proprietary notices from Synthilab IP; (v) use the Synthilab IP in violation of any applicable laws; or (vi) use the Synthilab IP to build a competitive product or service. (vii) bypass or breach any security measures of the Services, or access or use the Services without valid access credentials (this applies to all except Authorized Users); (vii) input, upload, or transmit any unlawful or harmful information or materials to the Services (this includes any information or materials containing, transmitting, or activating Harmful Code).
4. Reservation of Rights All rights not expressly granted to Customer under this Agreement are reserved by Synthilab.
5. Suspension of Services Synthilab reserves the right to temporarily suspend Customer's and any Authorized User's access to any part of or all of the Services under the following circumstances: (i) Synthilab reasonably believes that (A) there is an imminent threat or attack on any of the Synthilab IP; (B) Customer's or any Authorized User's use of the Synthilab IP is disrupting or posing a security risk to the Synthilab IP or to other customers or partners of Synthilab; (C) Customer or any Authorized User is engaging in fraudulent or unlawful activities using the Synthilab IP; (D) in accordance with applicable law, Customer has ceased business operations in the usual course, made an assignment for the benefit of creditors, or similar arrangement, or has become subject to any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Synthilab is legally prohibited from providing the Services to Customer or any Authorized User; (ii) any of Synthilab’s third-party providers has suspended or terminated Synthilab’s access to or use of any third-party services or products necessary for Customer to access the Services; or (iii) Customer is in breach of this Agreement, including but not limited to non-payment (each such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Synthilab will use commercially reasonable efforts to notify Customer of any Service Suspension in writing and provide updates regarding the resumption of access to the Services. Synthilab will make reasonable efforts to restore access to the Services as promptly as possible after the cause of the Service Suspension has been resolved. Synthilab shall not be liable for any damages, losses (including data loss or loss of profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
6. Aggregated Data Synthilab may monitor how Customers use the Services and gather Aggregated Data from this usage. Synthilab retains all rights, titles, and interests in the Aggregated Data, including any related intellectual property rights. Customers recognize that Synthilab may generate Aggregated Data from Customer Data inputted into the Services. Customers consent that Synthilab may (i) utilize Aggregated Data to enhance and optimize the Services and for purposes of benchmarking and analysis, ensuring such data remains anonymized and does not identify any individual or Customer, and (ii) share Aggregated Data with third parties in accordance with applicable laws.

Customer Responsibilities

1. General Responsibilities Customer is accountable for all activities conducted under its account, including ensuring that all Authorized Users comply with the terms of this Agreement. Any action or inaction by an Authorized User that would constitute a breach of this Agreement if performed by the Customer will be regarded as a breach by the Customer. Customer must make reasonable efforts to inform all Authorized Users of the provisions of this Agreement relevant to their use of the Services and ensure their adherence to these provisions.
2. Third-Party Products Customer may choose to integrate Third-Party Products with the Services at its discretion. The usage of such Third-Party Products is subject to the terms and conditions set forth by the respective third-party providers. Synthilab holds no responsibility for any issues arising from the use of these Third-Party Products. By enabling the integration of Third-Party Products, Customer guarantees that it has the necessary rights and authority to permit the transmission of Customer Data from these products into the Services.
3. Customer Control and Responsibilities Customer will retain full responsibility for: (i) all Customer Data, including its content and compliance with applicable laws; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in relation to the Services; (iii) maintaining and managing Customer's own IT infrastructure, such as computers, software, databases, electronic systems (including database management systems), and networks, whether managed directly by Customer or through third-party services ("Customer Systems"); (iv) ensuring the security and appropriate use of Customer's and its Authorized Users' access credentials; (v) overseeing all access to and usage of the Services via Customer Systems or Authorized User credentials, regardless of whether such access or usage is authorized by Customer, including all results and actions derived from such access or use; (vi) ensuring that any use of Synthilab’s cloud services complies with all applicable regulations and security protocols; and (vii) managing database and storage services provided by Synthilab, including ensuring data integrity, security, and backup.
4. Support Services Synthilab will provide basic customer support for the Services during the Subscription Period, accessible through Synthilab’s standard support channels during normal business hours.

Billing, Subscription Period, and Termination

1. Billing

   • All payments for Services are processed through Stripe, Inc. ("Stripe"). By subscribing to the Services, you agree to be bound by Stripe's Services Agreement, available at https://stripe.com/legal, and hereby consent and authorize Synthilab and Stripe to share any information and payment instructions you provide to the extent required to complete your transactions.
   • You must provide accurate and complete billing information including legal name, address, telephone number, and valid payment method information. You must promptly update all billing information to keep your account current, complete, and accurate, and you must promptly notify us if your payment method is changed (e.g., for loss or theft) or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your username or password).

2. Subscription Plans

   • Development Cloud: Free with specified limitations on runtime, data traffic, CCU, number of locations, file storage limit. Limitations may vary, and the final version can be found in Customer’s account. No billing through Stripe is required for this plan.
   • Massive Cloud: Monthly subscription with additional pay-as-you-go charges for traffic consumption beyond the included amounts. Charges may vary, and the final details can be found in Customer’s account. Stripe will automatically bill you on a monthly basis for the subscription fee and any additional charges incurred during the billing period.
   • Enterprise Cloud or Self-Hosted: Customized pricing and features based on Customer's requirements. Payment terms will be detailed in the Order Form and processed through Stripe as agreed upon.

3. Auto-Scaling

   • Customer may use the Services with Deployment Locations and Traffic Usage as required. Synthilab will make reasonable efforts to automatically provide the necessary resources based on the quantity of Deployment Locations and Traffic Usage in each applicable and available geographic region as required for Customer’s use of the Services and all Users’ requests (the “Auto-Scaling”).
   • The allocation of resources licensed to the Customer in a calendar month shall be the sum of the highest number of Deployment Locations and the peak Traffic Usage in each geographic region where Synthilab has made available additional resources to the Customer in that particular calendar month.

4. Payment Terms

   • By providing Stripe with your payment information, you authorize Stripe to automatically charge your payment method on a recurring basis for the subscription fees and any other charges you incur in connection with your use of the Services. The payment cadence (e.g., monthly or annually) will be as specified in your Order.
   • If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not update your payment method or cancel your account, we may suspend your access to the Services until we have successfully charged a valid payment method. All payments made by the Customer are final and non-refundable. In the event that the Customer does not fulfill their payment obligations on time and fails to inform Synthilab in writing within a ten (10) day period of the payment due date of a legitimate dispute regarding the payment, Synthilab reserves the right, without affecting its other legal rights and remedies, to apply an interest charge on the uncontested overdue amount at a rate of 1.5% per month, calculated daily and compounded monthly, or if lower, the maximum rate permitted by applicable law; require the Customer to compensate Synthilab for all reasonable expenses incurred in the collection of late payments or interest, including but not limited to legal fees, court costs, and collection agency fees; and in the instance of such failure continuing for ten (10) days or more, Synthilab may suspend the access of the Customer and its Authorized Users to all or part of the Services until the outstanding amounts are fully paid.
   • All fees paid are non-refundable. In the event of any dispute concerning a charge, you must notify us within ten (10) days of the date of the disputed charge to be eligible to receive any credit or adjustment.

5. Taxes

   All fees are exclusive of taxes, which will be your responsibility. If Synthilab is required to pay any sales, use, value-added, or other taxes in connection with your use of the Services, those amounts will be added to your total billing amount and charged to your payment method.

6. Currency

   All amounts are stated and payable in Euro (EUR) unless otherwise specified in the Order Form.

7. Changes to Fees

   Synthilab reserves the right to change the subscription fees or applicable charges and to institute new charges and fees at the end of each Subscription Period, upon thirty (30) days prior notice to you (which may be sent by email). Your continued use of the Services after the effective date of any fee change will constitute your agreement to such changes. Any fee changes will apply to both new and existing customers after the thirty (30) day notice period.

8. Subscription Period

   The initial term of this Agreement begins on the Effective Date and will continue as specified in the Order. The Agreement will automatically renew for successive terms unless either Party provides notice of non-renewal at least thirty days before the end of the current term. Customers may cancel their subscription at any time, and the cancellation will take effect at the end of the current subscription period, allowing continued use of the Services until the period ends.

9. Termination

   • Either Party may terminate this Agreement if the other Party materially breaches the Agreement and fails to cure the breach within thirty days of written notice. Synthilab may also terminate the Agreement immediately if Customer becomes insolvent or subject to bankruptcy proceedings.
   • Either Party may terminate this Agreement for convenience with thirty days written notice, with termination effective at the end of the current Subscription Period.
   • Synthilab may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Synthilab's delivery of written notice thereof; or (ii) breaches any of its obligations.
   • Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach.
   • Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   • Upon termination, Customer must cease all use of the Services and return or destroy all Synthilab IP in its possession. Termination does not affect any accrued rights or obligations. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
   • Provisions relating to payment of outstanding fees, use restrictions, intellectual property, confidentiality, disclaimer of warranties, indemnification, and limitations of liability will survive any termination or expiration of this Agreement.

Confidential Information

1. Definition "Confidential Information" includes any non-public information disclosed by a Party to the other Party, either directly or indirectly, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations The receiving Party will not disclose or use the disclosing Party's Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving Party will protect the confidentiality of the disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information.
3. Return of Materials Upon the conclusion or cessation of the Agreement, the Party that received information is required to swiftly return all reproductions of the disclosing Party's Confidential Information to them. This applies to all forms and media, whether written, electronic, or otherwise. Alternatively, all such reproductions should be destroyed, and a written confirmation of this destruction should be provided to the disclosing Party. The obligations of each Party concerning the non-use and non-disclosure of Confidential Information are in effect from the Effective Date and will last for three (3) years following the termination or expiration of this Agreement. Nonetheless, for any Confidential Information that qualifies as a trade secret under the applicable law, these non-disclosure obligations will endure beyond the termination or expiration of this Agreement for as long as such Confidential Information continues to be protected as a trade secret under the applicable law.

Data Privacy

Customer is responsible for ensuring that its use of the Services complies with all applicable privacy laws and regulations. Customer must obtain all necessary consents and provide all required notices regarding the collection and use of Personal Information.

Intellectual Property Rights

1. Ownership

   • Synthilab retains all rights, title, and interest in and to the Synthilab IP. With respect to any third-party products, the applicable third-party providers retain all rights, title, and interest in and to their respective products.
   • Customer retains all rights, title, and interest in and to the Customer Data. Customer hereby grants to Synthilab a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Synthilab to provide the Services to Customer. Additionally, Customer grants to Synthilab a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data. Customer may export the Customer Data at any time through the features and functionalities made available via the Services.

2. Feedback

   Any suggestions or feedback provided by Customer regarding the Services may be used by Synthilab without any obligation to Customer, provided Synthilab does not disclose Customer as the source of the feedback without Customer's consent. If Customer or any of its employees or contractors provides any Feedback, Synthilab is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

Disclaimer of Warranties

The Services are provided "as is" without any warranties of any kind, whether express, implied, statutory, or otherwise. Synthilab explicitly disclaims any and all implied warranties, including but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Additionally, Synthilab disclaims any warranties that might arise from usage of the Services, customary practices, or course of dealing. Synthilab does not warrant that the Services, or any products or results obtained from using the Services, will meet Customer’s requirements, operate uninterrupted, achieve intended outcomes, be compatible with other software, systems, or services, or be secure, accurate, complete, free of harmful components, or error-free.

Indemnification

1. Indemnification by Synthilab Synthilab agrees to indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") arising out of any third-party claim, suit, action, or proceeding ("Third-Party Claim") alleging that the Services, as used in accordance with this Agreement, infringe or misappropriate such third party's intellectual property rights. This obligation is conditioned upon Customer: (i) promptly notifying Synthilab in writing of the Third-Party Claim; (ii) providing Synthilab with all reasonable assistance, at Synthilab's expense; and (iii) granting Synthilab sole control of the defense and settlement of the Third-Party Claim. Synthilab may, at its discretion, (i) modify or replace the Services to make them non-infringing; or (ii) obtain the right for Customer to continue using the Services. If Synthilab determines that neither option is reasonably available, Synthilab may terminate this Agreement with respect to the affected Services upon written notice to Customer. This indemnification obligation does not apply to claims arising from: (i) use of the Services in combination with other products, services, software, data, or equipment not provided by Synthilab; (ii) modifications to the Services not made by Synthilab; (iii) Customer Data; or (iv) third-party products.
2. Indemnification by Customer Customer agrees to indemnify, defend, and hold harmless Synthilab from and against any and all Losses arising out of any Third-Party Claim alleging that Customer Data, or any use of the Services by Customer or its Authorized Users in violation of this Agreement, infringes or misappropriates such third party's intellectual property rights, or arising from Customer's or its Authorized Users' (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with other products, services, software, data, or equipment not provided or authorized by Synthilab. Customer may not settle any Third-Party Claim against Synthilab without Synthilab's prior written consent, and Synthilab will have the right to control the defense and settlement of any such claim with counsel of its choice.
3. Exclusive Remedy This Section sets forth the sole and exclusive remedies and Synthilab's entire liability and obligation, as well as Customer's sole remedy, for any claims of intellectual property infringement or misappropriation.

Limitation of Liability

Except for: (i) breaches of confidentiality obligations; (ii) indemnification duties; or (iii) gross negligence, fraud, or willful misconduct ("Excluded Liabilities"), (a) neither party shall be responsible for any indirect, incidental, consequential, special, exemplary, or punitive damages; (b) neither party shall be liable for any increased expenses, lost revenue or profits, loss of business opportunities, goodwill, reputation, data loss, or costs associated with data recovery or security breaches; and (c) the total aggregate liability of each party for all claims arising from or related to this Agreement shall not exceed the total fees paid by Customer to Synthilab in the twelve (12) months immediately preceding the event giving rise to the claim. For any Excluded Liabilities, Synthilab's total aggregate liability shall not exceed three times (3x) the total fees paid by Customer to Synthilab in the twelve (12) months immediately preceding the claim.

Miscellaneous

1. Entire Agreement This Agreement constitutes the complete and exclusive agreement between the Parties, superseding all prior and contemporaneous agreements, understandings, and communications, whether written or oral, related to the subject matter herein.
2. Notices All notices, requests, consents, claims, demands, waivers, and other communications (collectively, "Notices") must be in writing and addressed to the Parties at the addresses specified in this Agreement or as otherwise designated in writing. Notices shall be delivered by personal delivery, recognized overnight courier service with all charges prepaid, or via email with confirmation of transmission. Email Notices should be directed to MassiveRealm via this form. Notices are considered effective only when received by the receiving Party and the sending Party has complied with the delivery methods outlined in this section.
3. Force Majeure Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, except for payment obligations, if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, labor disruptions, or governmental actions.
4. Amendments Synthilab reserves the right to modify or update this Agreement periodically. Customers will be notified of any significant changes, and continued use of the Services after such changes take effect will constitute acceptance of the revised Agreement.
5. Waiver No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party granting the waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.
6. Severability If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
7. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Estonia. Any legal actions or proceedings arising out of or related to this Agreement shall be brought exclusively in the courts of Estonia.
8. Assignment Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Synthilab. Any attempted assignment without such consent shall be null and void.
9. Export Compliance Customer agrees to comply with all applicable export control laws and regulations and shall not export, re-export, or transfer, directly or indirectly, any restricted items, software, or technology in violation of such laws.
10. US Government Rights The Services, including documentation and software components, are provided as "commercial items," as defined in 48 C.F.R. § 2.101, and are licensed to the US Government under the same rights as all other end users pursuant to 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7201-227.7204.
11. Equitable Relief Each Party acknowledges that a breach or threatened breach of certain provisions of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Therefore, the non-breaching Party may seek equitable relief, including injunctions and specific performance, in addition to all other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages.
12. Publicity Synthilab may identify Customer as a user of the Services and may use Customer's name, logo, and trademarks in marketing and promotional materials. Any such use will solely benefit the Customer. Neither Party shall otherwise use the name, logo, or trademarks of the other Party without prior written consent.

Contact Synthilab with any questions regarding these terms via the contact form.