Last Updated: July 21, 2026

These Terms of Service (the “Terms”) are a legal agreement between Synthesis VR Inc., a California corporation (“SynthesisVR,” “we,” “us,” or “our”), and the Customer identified through an Order or the account-registration process (“Customer,” “you,” or “your”). These Terms govern Customer’s access to and use of the Services.

Please read these Terms carefully. By creating an account, clicking to accept these Terms, signing an Order that references them, or accessing or using the Services, you agree to these Terms. If you accept these Terms for an organization, you represent that you have authority to bind that organization.

1. Business Purpose and Eligible Customers

1.1 Business use

The Services are intended for commercial, professional, educational, training, or other organizational use by virtual-reality arcades, family entertainment centers, amusement venues, location-based entertainment operators, and similar businesses and organizations. They are not offered for personal, family, or household entertainment use.

1.2 Prospective Operators

An individual who has not yet formed a business may open a trial account and test the Services solely to evaluate or prepare for a contemplated venue or other business operation (a “Prospective Operator”). A Prospective Operator enters into these Terms personally and is the Customer until a legal entity validly assumes the account under Section 17.2. Forming a company, using a business name, or adding company information to an account does not by itself release the Prospective Operator from obligations incurred before the transfer.

A Prospective Operator may allow a limited number of friends, family members, advisers, employees, contractors, or other invited persons to participate in private, supervised testing (“Test Participants”). Testing may not be promoted or made available to the general public, and a Prospective Operator may not charge Test Participants or operate the Services commercially unless SynthesisVR has authorized commercial operation for the account.

The Prospective Operator is responsible for all Test Participants and must ensure that testing complies with Sections 5 and 6, including all safety, supervision, age, consent, privacy, hardware, location, and content requirements. Test Participants do not become customers of SynthesisVR and receive no independent License or account rights under these Terms.

1.3 Players

Individuals who use Customer’s equipment or experience games or content at Customer’s venue (“Players”) are customers or invitees of Customer, not SynthesisVR. Players are not parties to these Terms merely because they use the Services or Commercial Content. Customer is responsible for its relationship with Players, including services, prices, refunds, disclosures, waivers, safety practices, and legal compliance.

2. Definitions

“Authorized Location” means a physical venue, testing location, or other site approved for Customer’s use of the Services under an Order or Customer’s plan.

“Authorized User” means an owner, employee, contractor, or representative whom Customer permits to access Customer’s account for Customer’s business purposes.

“Commercial Content” means games, applications, media, and other content offered through the Content Store for use under a commercial or evaluation License.

“Content Store” means the SynthesisVR marketplace or catalogue through which Customer may obtain Licenses to Commercial Content.

“Customer Data” means data, content, and information submitted to the Services by or for Customer, including information relating to Authorized Users, Players, devices, sessions, reservations, and venue operations. Customer Data does not include Usage Data.

“Documentation” means the then-current user documentation SynthesisVR makes available for the Services.

“Order” means an order form, online checkout, subscription selection, statement of work, or other ordering document accepted by SynthesisVR and Customer.

“Platform” means SynthesisVR’s venue-management, operational, administrative, and related software and services.

“Publisher” means SynthesisVR or a third party that owns or licenses Commercial Content.

“Services” means the Platform, Content Store, support services, Documentation, websites, applications, and related products or services made available by SynthesisVR. Commercial Content is part of the Services only to the extent expressly stated.

“Station” means a device or equipment configuration authorized to access or run the Platform or Commercial Content, as measured under the applicable plan or Order.

“Subscription Term” means the period during which Customer is authorized to use a paid Service.

“Usage Data” means technical, operational, diagnostic, security, performance, and statistical data about use of the Services that does not identify a Player or other natural person when used outside SynthesisVR’s provision of the Services to Customer.

3. Orders and Order of Precedence

An Order may specify plans, Authorized Locations, Stations, Subscription Terms, fees, usage rates, support, Commercial Content, and additional terms. If documents conflict, the following order controls: (1) a signed agreement expressly stating that it supersedes these Terms; (2) a data processing addendum for its subject matter; (3) the applicable Order; (4) title-specific Publisher Terms; and (5) these Terms. Customer purchase-order terms do not modify the agreement unless SynthesisVR expressly accepts them in a writing signed by an authorized representative.

4. Platform License and Accounts

4.1 Platform license

Subject to these Terms, the applicable Order, and payment of all fees, SynthesisVR grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the applicable Subscription Term or trial to install, access, and use the Platform at Authorized Locations, through Authorized Users, and on the permitted number of Stations for Customer’s authorized business or evaluation purposes.

Customer may use the Platform to manage venue operations and to provide entertainment or other authorized experiences to Players. Charging Players for experiences delivered at an Authorized Location is permitted commercial venue use and is not a prohibited resale of the Platform.

4.2 Accounts

Customer must provide accurate and current account information, keep credentials confidential, use reasonable security measures, and promptly notify SynthesisVR of suspected unauthorized access. Customer is responsible for its Authorized Users, Test Participants, account activity, and use of the Services, except to the extent caused by SynthesisVR’s breach of these Terms.

4.3 Restrictions

Except as expressly permitted, Customer will not, and will not allow another person to:

1. copy, sell, rent, sublicense, distribute, or make the Services available as a standalone service;
2. use the Services or Commercial Content outside the applicable Authorized Locations, Stations, territory, term, or usage limits;
3. reverse engineer, decompile, disassemble, or attempt to discover source code or non-public components, except where applicable law prohibits this restriction;
4. modify or create derivative works from the Services;
5. remove proprietary notices or circumvent License, security, metering, or access controls;
6. use the Services to build or benchmark a competing product or publish benchmark results without SynthesisVR’s written consent;
7. interfere with the integrity, security, or operation of the Services;
8. introduce malicious code or gain unauthorized access to systems or data; or
9. use the Services unlawfully or in a manner that infringes or harms another person.

5. Commercial Content

5.1 Content licenses

Customer may obtain Commercial Content Licenses through the Content Store or an Order. Subject to payment and applicable restrictions, the License permits Customer to make the applicable Commercial Content available to Players at Authorized Locations during the License term. Evaluation Licenses permit only private evaluation and testing and do not authorize public or paid use.

Unless expressly stated otherwise, a Commercial Content License does not transfer ownership and does not permit Customer to copy, modify, distribute, publicly transmit, sublicense, sell, or make the content available outside authorized venue experiences.

5.2 Publisher Terms and restrictions

Commercial Content may be owned or licensed by Publishers. A title may have specific prices, usage measurement, equipment requirements, age or content ratings, territories, Authorized Locations, Station limits, License periods, or additional terms displayed before acquisition (“Publisher Terms”). Customer agrees to comply with applicable Publisher Terms. SynthesisVR will not materially expand title-specific restrictions retroactively during a prepaid License period unless required by law, security needs, or the Publisher’s rights.

5.3 Content availability

The catalogue may change. SynthesisVR may remove, suspend, or restrict Commercial Content if a Publisher’s rights end, the Publisher requires removal, the content creates legal or security risk, Customer violates applicable terms, or continued distribution is unlawful or impracticable. Where reasonably practicable, SynthesisVR will provide advance notice of a material removal affecting an active paid License. Any refund or credit will be determined under the applicable Order, Publisher Terms, and Section 9.8.

5.4 Customer content decisions

Customer is responsible for selecting content appropriate for its Players, observing ratings and warnings, obtaining any required parental or guardian consent, and complying with local exhibition and amusement requirements.

6. Venue Operations, Testing, and Safety

Customer controls its venue, equipment, personnel, Players, and Test Participants. Customer is responsible for:

1. maintaining a safe, appropriately sized, and supervised play or testing area;
2. properly installing, inspecting, cleaning, maintaining, and operating hardware and equipment;
3. providing instructions, warnings, supervision, and assistance appropriate to the equipment and content;
4. addressing risks including falls, collisions, motion sickness, disorientation, photosensitive seizures, physical exertion, and transmission of illness through shared equipment;
5. enforcing applicable age, height, health, accessibility, and guardian-consent requirements;
6. obtaining legally sufficient consents, releases, or waivers where Customer determines they are appropriate;
7. maintaining permits, registrations, insurance, and trained personnel appropriate to its operation;
8. complying with consumer-protection, accessibility, employment, privacy, safety, amusement, advertising, and tax laws applicable to Customer; and
9. promptly stopping use of equipment or content that appears unsafe or defective.

Customer must not represent that SynthesisVR owns, operates, supervises, certifies, or guarantees Customer’s venue or services. Nothing in this Section excludes responsibility that cannot lawfully be excluded.

6.1 VR health effects and inherent risks

Customer acknowledges that virtual-reality, augmented-reality, mixed-reality, immersive, and other interactive experiences may cause or contribute to temporary or more serious adverse reactions in some individuals. These reactions may include nausea, motion sickness, vertigo, dizziness, disorientation, loss of balance, headache, eye strain, fatigue, anxiety, photosensitive reactions, falls, collisions, and aggravation of an existing medical condition (collectively, “VR Health Effects”). A Player or Test Participant may experience VR Health Effects even when the Platform, Commercial Content, and equipment are functioning as intended.

Customer controls the selection and presentation of Commercial Content and the circumstances in which Players and Test Participants experience it. Before making Commercial Content available, Customer must conduct a reasonable evaluation of the content using the hardware, settings, physical space, and operating configuration in which Customer intends to provide it. Customer must review and follow all available Publisher, equipment-manufacturer, age-rating, health, safety, and operating instructions and must not offer content that Customer has not reasonably evaluated for its intended use.

Customer is responsible for taking reasonable precautions appropriate to the content, equipment, venue, and individual participant, including:

1. providing clear health and safety warnings before participation;
2. identifying and observing applicable age, health, mobility, and supervision restrictions;
3. instructing Players and Test Participants to stop immediately if they feel unwell, dizzy, disoriented, nauseated, unstable, or otherwise uncomfortable;
4. providing trained supervision and a safe means for a participant to stop and exit an experience;
5. allowing appropriate breaks and avoiding continued play after symptoms arise;
6. maintaining a safe play area and taking reasonable measures to prevent falls and collisions; and
7. responding appropriately to an incident and obtaining medical assistance when reasonably necessary.

6.2 Allocation of responsibility for Player and Test Participant incidents

As between Customer and SynthesisVR, Customer is responsible for claims, injuries, losses, and incidents involving a Player or Test Participant that arise from Customer’s premises, equipment, personnel, selection or presentation of Commercial Content, warnings, instructions, screening, supervision, configuration, maintenance, or failure to take the precautions required by these Terms. This responsibility includes incidents involving VR Health Effects and includes Commercial Content obtained, metered, delivered, or licensed through SynthesisVR.

SynthesisVR’s inclusion, distribution, delivery, metering, or licensing of Commercial Content does not constitute a representation that the content is suitable or safe for every individual, venue, hardware configuration, session length, or manner of operation. SynthesisVR does not control Customer’s premises, equipment, Players, Test Participants, staffing, supervision, or use of Commercial Content and is not responsible for Customer’s negligence, misconduct, unauthorized use, failure to evaluate content, failure to provide warnings or supervision, or failure to follow applicable instructions.

Customer may not rely on testing, availability, a content listing, an age or comfort rating, or the absence of a prior incident as a guarantee that a Player or Test Participant will not experience VR Health Effects or another adverse reaction. Customer remains responsible for its own reasonable evaluation and precautions.

Nothing in Sections 6.1 or 6.2 excludes or limits liability to the extent it results from SynthesisVR’s own negligence, willful misconduct, breach of an express obligation under these Terms, or another liability that cannot lawfully be excluded or limited.

7. Customer Data and Privacy

7.1 Customer responsibilities

Customer owns its Customer Data. Customer represents that it has all rights, notices, consents, and lawful bases required to collect and provide Customer Data and to instruct SynthesisVR to process it under these Terms. Customer must not submit sensitive personal information unless the Services expressly support it and the parties have agreed to any required safeguards.

Customer determines what Player information it collects and is responsible for its notices and choices to Players and Test Participants. Customer should minimize Player information and avoid creating accounts for minors unless legally permitted and operationally necessary.

7.2 License to process Customer Data

Customer grants SynthesisVR and its subprocessors a non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data only as needed to provide, secure, support, and improve the Services, comply with law, and follow Customer’s documented instructions. SynthesisVR will not sell Customer Data or use it for unrelated advertising.

7.3 Privacy Policy and data processing terms

SynthesisVR’s Privacy Policy, available at https://synthesisvr.com/privacy/, explains how SynthesisVR processes personal information in its own capacity. If applicable law requires processor or service-provider terms, the parties will enter into SynthesisVR’s then-current data processing addendum.

7.4 Security and access

SynthesisVR will maintain commercially reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Authorized SynthesisVR personnel and subprocessors may access Customer Data only for legitimate service, support, security, legal, or professional-services purposes and subject to appropriate confidentiality obligations.

7.5 Usage Data

SynthesisVR may collect and use Usage Data to operate, secure, analyze, and improve the Services and for lawful business purposes. SynthesisVR may disclose Usage Data externally only in an aggregated or de-identified form that does not identify Customer, a Player, or another natural person, except where disclosure is required by law.

7.6 Data export and deletion

During the Subscription Term, Customer may export supported Customer Data using available functionality. Following termination, SynthesisVR may delete Customer Data after sixty (60) days unless law requires longer retention. Customer is responsible for exporting data before that period ends. Backup copies may remain for a limited period under SynthesisVR’s retention practices.

8. Trials and Free Services

SynthesisVR may offer trials or free Services subject to stated limits. Unless an Order states otherwise, a trial period can vary based on the plan the Customer is testing and is for private evaluation only. SynthesisVR may modify or discontinue free Services and may suspend a trial for abuse, safety, security, or violation of these Terms.

A trial does not automatically convert to a paid subscription. If Customer wishes to continue using paid Services after the trial, Customer must provide a valid payment method and select the appropriate billing and subscription method to complete the subscription purchase.

9. Fees, Billing, Prepaid Balances, and Taxes

9.1 Fees

Customer will pay all subscription, License, usage, support, professional-service, and other fees shown in the applicable Order or Content Store. Unless stated otherwise, fees are in U.S. dollars and payment obligations are non-cancellable and non-refundable except as expressly provided in these Terms or required by law.

9.2 Usage charges

Usage-based fees may be measured by minutes, sessions, launches, Stations, locations, titles, transactions, or another metric disclosed before use. SynthesisVR’s service records control unless Customer identifies a demonstrable error. Customer must report a disputed usage charge within thirty (30) days after it appears on an invoice or account statement.

9.3 Payment authorization

Customer authorizes SynthesisVR and its payment processors to charge Customer’s selected payment method for fees when due. Customer must keep payment and billing information current. Payment processing may be subject to the processor’s terms and privacy practices.

9.4 Subscriptions and renewals

The Subscription Term and renewal terms will be disclosed in the applicable Order or checkout flow. Unless the Order states otherwise, subscriptions automatically renew for successive periods equal to the initial Subscription Term until cancelled. Customer may prevent renewal using the cancellation method available in its account or stated in the Order. Cancellation takes effect at the end of the then-current paid Subscription Term unless otherwise stated.

9.5 Price changes

SynthesisVR may change subscription prices for a future renewal period by providing at least thirty (30) days’ notice. Usage rates and Commercial Content prices may change prospectively upon notice through the Services or Content Store. Price changes do not alter charges already incurred or a prepaid fixed-price License period unless the Order states otherwise.

9.6 Late or failed payments

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. SynthesisVR may suspend paid functionality after providing reasonable notice of a failed or overdue payment, except where Customer disputes the amount reasonably and in good faith and timely pays all undisputed amounts.

9.7 Taxes

Fees exclude sales, use, value-added, amusement, withholding, and similar taxes. Customer is responsible for taxes arising from its purchase or use of the Services, excluding taxes based on SynthesisVR’s net income. Customer is separately responsible for taxes it must collect from Players.

9.8 Prepaid balances and refunds

Amounts Customer manually adds to a prepaid balance are non-refundable except where required by law or where SynthesisVR confirms a billing error. Promotional credits have no cash value and may expire as disclosed when issued. Prepaid balances may not be transferred between Customers without SynthesisVR’s written approval. If SynthesisVR permanently withdraws prepaid access to Commercial Content before the end of a fixed License period for reasons unrelated to Customer’s breach, SynthesisVR may provide a pro-rated credit or refund as stated in the applicable Order or Publisher Terms.

10. Support, Changes, and Availability

SynthesisVR will provide support, maintenance, or service commitments only as stated in an Order or published support policy. SynthesisVR may update the Services and may add, modify, or discontinue features. SynthesisVR will not materially reduce the core functionality of a paid Platform subscription during its then-current Subscription Term without reasonable advance notice, except where necessary for security, legal compliance, third-party dependencies, or prevention of harm.

The Services may depend on internet access, operating systems, hardware, third-party platforms, Publishers, and other services outside SynthesisVR’s control. Customer is responsible for supported hardware, connectivity, configuration, backups, and third-party accounts.

11. Intellectual Property

11.1 SynthesisVR and Publisher rights

SynthesisVR and its licensors retain all right, title, and interest in the Services, Documentation, technology, designs, software, interfaces, know-how, trademarks, and improvements. Publishers retain all rights in their Commercial Content. No rights are granted except those expressly stated in these Terms.

11.2 Customer Data and deliverables

Customer retains its rights in Customer Data. Ownership of deliverables created through professional services will be stated in the applicable Order or statement of work. Unless expressly designated as Customer-owned, tools, templates, software, techniques, and reusable materials remain SynthesisVR property, and Customer receives a License to use incorporated materials with the applicable deliverable.

11.3 Feedback

If Customer provides suggestions or feedback, Customer grants SynthesisVR a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or attribution. Customer is not required to provide feedback.

11.4 Names and logos

SynthesisVR may not publicly use Customer’s name or logo as a customer reference without Customer’s prior consent, which may be given through an Order or account setting and withdrawn prospectively.

12. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use it only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, advisers, and contractors who need to know it and are bound by confidentiality obligations.

Confidential Information excludes information that the receiving party can document was lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from another source. A party may disclose information when legally required if it gives advance notice where lawful and reasonable assistance at the other party’s expense.

13. Warranties and Disclaimers

13.1 Mutual authority

Each party represents that it has authority to enter into the agreement.

13.2 Limited Platform warranty

SynthesisVR warrants that, during a paid Subscription Term, the Platform will perform in all material respects in accordance with the applicable Documentation. Customer’s exclusive remedy for breach of this warranty is for SynthesisVR to use commercially reasonable efforts to correct the nonconformity or, if SynthesisVR cannot do so within a reasonable period, permit Customer to terminate the affected paid Service and receive a pro-rated refund of prepaid fees for the unused period.

This warranty does not cover issues caused by Customer, unauthorized use or modification, unsupported hardware or software, third-party systems, internet failures, preview or beta features, or use contrary to Documentation.

13.3 Disclaimer

Except for the express warranties in these Terms and to the maximum extent permitted by law, the Services and Commercial Content are provided “as is” and “as available.” SynthesisVR and its licensors disclaim implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. SynthesisVR does not warrant uninterrupted or error-free operation, that every title will remain available, that the Services will meet every requirement, or that Customer’s venue or business will achieve any particular result.

Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

14. Indemnification

14.1 By Customer

Customer will defend, indemnify, and hold harmless SynthesisVR and its affiliates, officers, directors, employees, and agents against third-party claims, damages, judgments, settlements, penalties, costs, and reasonable legal fees arising from: (a) Customer’s venue operation or relationship with Players or Test Participants; (b) bodily injury, death, property damage, VR Health Effects, or other harm associated with Customer’s premises, equipment, personnel, warnings, instructions, content selection or presentation, configuration, maintenance, screening, supervision, or failure to take reasonable precautions; (c) Customer Data or Customer-provided materials; (d) Customer’s unauthorized or unlawful use of the Services or Commercial Content; or (e) Customer’s material breach of Sections 4.3, 5, 6, or 7.1. This obligation applies when the relevant Commercial Content was obtained, metered, delivered, or licensed through SynthesisVR.

Customer has no obligation to the extent a claim was caused by SynthesisVR’s negligence, willful misconduct, breach of these Terms, or a defect in the Platform for which SynthesisVR is legally responsible.

14.2 By SynthesisVR

SynthesisVR will defend Customer against a third-party claim that Customer’s authorized use of the paid Platform infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in a settlement approved by SynthesisVR. SynthesisVR has no obligation for claims arising from Commercial Content, Customer Data, Customer modifications, combinations not supplied by SynthesisVR, continued use after notice, or use outside these Terms.

If such a claim appears likely, SynthesisVR may obtain continued use rights, modify or replace the affected Platform, or terminate the affected Service and refund prepaid fees for the unused Subscription Term.

14.3 Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defence and settlement. Delay in notice relieves obligations only to the extent materially prejudicial. A settlement may not admit fault by or impose non-monetary obligations on the indemnified party without its consent, not to be unreasonably withheld.

15. Limitation of Liability

15.1 Excluded damages

To the maximum extent permitted by law, neither party nor its licensors will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, business opportunity, or data, arising from the agreement, even if advised that such damages were possible.

15.2 Liability cap

Except for Excluded Claims, each party’s aggregate liability arising from the agreement will not exceed the fees paid or payable by Customer for the affected Services during the twelve (12) months immediately preceding the event giving rise to liability. For free Services, SynthesisVR’s aggregate liability will not exceed US$100.

15.3 Excluded Claims

“Excluded Claims” means: (a) Customer’s payment obligations; (b) a party’s fraud, willful misconduct, or liability that cannot lawfully be limited; (c) Customer’s breach of Sections 4.3 or 5; and (d) a party’s indemnification obligations, except that liability under Section 14.2 will not exceed two (2) times the liability cap in Section 15.2.

The limitations apply regardless of the legal theory and allocate risk between the parties. Each limitation is independent of every remedy and applies even if a remedy fails of its essential purpose.

16. Suspension and Termination

16.1 Suspension

SynthesisVR may suspend access to the extent reasonably necessary to address a security threat, unlawful activity, material breach, risk of harm, Publisher restriction, or overdue undisputed payment. Where practicable, SynthesisVR will provide notice and an opportunity to cure and will limit the suspension to affected Services, Stations, users, or content.

16.2 Termination for cause

Either party may terminate the agreement or an affected Order if the other party materially breaches it and does not cure the breach within thirty (30) days after written notice. SynthesisVR may terminate immediately for fraud, deliberate License circumvention, unlawful use, insolvency where permitted by law, or a breach creating urgent security, safety, or legal risk.

16.3 Customer cancellation

Customer may cancel renewal as described in Section 9.4. Cancellation does not entitle Customer to a refund for the current Subscription Term. If an Order permits early termination for convenience, the stated early-termination charge will apply. No early-termination fee applies when Customer terminates for SynthesisVR’s uncured material breach.

16.4 Effect of termination

When an agreement, Order, trial, or License ends, Customer must stop using the affected Services and Commercial Content and pay accrued amounts. SynthesisVR may disable access and remotely enforce License expiration. Sections that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute provisions, and general terms.

17. General Terms

17.1 Notices

SynthesisVR may send operational and legal notices to Customer’s account email or display operational notices in the Services. Notices are effective when sent, except notices of material breach, indemnification, or termination for cause, which must be sent by email to the designated legal-notice address and are effective upon confirmed transmission. Notices to SynthesisVR must be sent to info@synthesisvr.com and, if required, 303 N Glenoaks Blvd, Suite 200, Burbank, California 91502, USA.

17.2 Assignment and transfer to a newly formed entity

Customer may not assign the agreement without SynthesisVR’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all relevant assets that is not a competitor and agrees in writing to assume the agreement.

A Prospective Operator may request transfer of the account to a newly formed or existing business entity that the Prospective Operator owns or controls. A transfer is effective only when SynthesisVR approves it and the entity accepts the applicable agreement and assumes future payment and performance obligations. Unless SynthesisVR expressly agrees otherwise in writing, the Prospective Operator remains responsible for obligations and activity occurring before the effective transfer date.

SynthesisVR may assign the agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all relevant assets.

17.3 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disorder, labor disputes, epidemics, government action, utility or communications failures, cyberattacks not caused by failure to use reasonable security, or failures of suppliers and infrastructure. This Section does not excuse payment obligations for Services already provided.

17.4 Export and sanctions

Customer will comply with applicable export-control, sanctions, and trade laws and will not permit access to the Services or Commercial Content from prohibited territories or by prohibited persons.

17.5 Independent parties; no third-party beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, agency, fiduciary, employment, or joint-venture relationship. Publishers may enforce restrictions relating to their Commercial Content. Otherwise, there are no third-party beneficiaries, including Players and Test Participants.

17.6 Severability; waiver

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed if modification is not possible. Failure to enforce a provision is not a waiver.

17.7 Entire agreement

The agreement consists of these Terms, applicable Orders, Publisher Terms, the Privacy Policy for its stated subject matter, and any other documents expressly incorporated by reference. It is the entire agreement regarding the Services and supersedes prior or contemporaneous proposals and communications on that subject.

17.8 Changes to these Terms

SynthesisVR may update these Terms. For changes that materially reduce Customer’s rights or increase Customer’s obligations, SynthesisVR will provide reasonable advance notice. Material changes will take effect at the next renewal of a paid Subscription Term unless earlier application is required by law, security needs, or prevention of abuse. Other changes take effect on the stated effective date. Continued use after the applicable effective date constitutes acceptance. Changes do not retroactively alter accrued payment obligations or claims.

18. Governing Law and Disputes

These Terms and all disputes arising from them are governed by the laws of the State of California, without regard to conflict-of-laws rules. Before filing a claim, a party must provide written notice describing the dispute, and representatives with authority to resolve it must attempt in good faith to reach a resolution for at least thirty (30) days.

If the dispute is not resolved, either party may request non-binding mediation in Los Angeles County, California through a mutually agreed mediator. Unless the parties agree otherwise, mediation costs will be shared equally and each party will bear its own other costs.

The state and federal courts located in Los Angeles County, California have exclusive jurisdiction over disputes not resolved by negotiation or mediation, and each party consents to personal jurisdiction and venue there. Either party may seek temporary or injunctive relief to prevent unauthorized use, infringement, security harm, or misuse of Confidential Information without first completing negotiation or mediation.

19. Contact Information

Questions about these Terms or the Services may be submitted at https://synthesisvr.com/contact-us/.

Synthesis VR Inc.

303 N Glenoaks Blvd, Suite 200

Burbank, California 91502, USA

info@synthesisvr.com