Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you and SynthKernel, Inc. ("SynthKernel," "we," "us," or "our"), a corporation organized under the laws of the State of Delaware with principal offices at 4200 Bohannon Drive, Menlo Park, CA 94025. These Terms govern your access to and use of the SynthKernel website at synthkernel.com (the "Site") and, where applicable, the SynthKernel yield optimization and defect detection software platform (the "Platform").
By accessing the Site or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Platform on behalf of a business entity, you represent that you have authority to bind that entity to these Terms.
If you do not agree to these Terms, you must not access the Site or use the Platform.
SynthKernel provides an AI-driven software platform for semiconductor yield optimization and defect detection, designed for deployment within customer-operated chip fabrication facilities ("fabs"). The Platform ingests wafer inspection data, metrology results, and equipment process data from within the customer's facility network to perform defect classification, yield correlation analysis, and root cause ranking. All processing occurs on hardware located within the customer's facility.
Specific features, performance specifications, and support terms are defined in the Order Form and Statement of Work executed between SynthKernel and each customer. In the event of a conflict between these Terms and a signed Order Form or Enterprise License Agreement, the terms of the Order Form or Enterprise License Agreement govern.
Access to the Platform requires a valid account. When creating an account, you must provide accurate and complete information, including your name, business email address, and employer organization. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
You must notify SynthKernel immediately at contact@synthkernel.com if you become aware of any unauthorized access to or use of your account. SynthKernel is not liable for any loss resulting from unauthorized use of your account where you failed to maintain credential security or failed to notify us promptly after becoming aware of unauthorized access.
You may not share account credentials with individuals outside your organization or create accounts on behalf of others without their knowledge and consent. You may not create multiple accounts for the purpose of circumventing subscription limits or access controls.
SynthKernel offers multiple subscription tiers as described on our Pricing page at synthkernel.com/price.html. The capabilities, usage limits, and support terms included in each tier are defined on that page and in any applicable Order Form.
Subscription fees are billed annually in advance unless otherwise specified in your Order Form. Fees are due within thirty (30) days of invoice for annual contracts, or at the time of subscription for direct online purchases. All fees are stated in United States Dollars and are exclusive of applicable taxes.
You authorize SynthKernel or our payment processor (Stripe, Inc.) to charge the payment method on file for the applicable subscription fee at the start of each billing period. Payment cards must remain valid throughout the subscription term. Failure to maintain a valid payment method may result in suspension of access.
You are responsible for all taxes, duties, and levies imposed by governmental authorities on your subscription, excluding taxes on SynthKernel's net income. If we are required to collect sales tax, use tax, VAT, or equivalent taxes on your subscription, those amounts will be added to your invoice.
Amounts not paid within the agreed payment terms accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the date due. SynthKernel reserves the right to suspend access to the Platform for accounts that are more than thirty (30) days overdue after notice to the account administrator.
Annual subscription fees are non-refundable except: (a) where SynthKernel fails to deliver the Platform in material conformance with the specifications in your Order Form and fails to cure such non-conformance within thirty (30) days of written notice; or (b) where required by applicable law. Month-to-month fees are non-refundable for the month in which cancellation is requested. Pro-rated refunds may be offered at SynthKernel's discretion for early cancellation of annual contracts in circumstances not covered by clause (a).
You agree to use the Site and Platform only for lawful purposes and in accordance with these Terms. You specifically agree not to:
You retain all right, title, and interest in and to the data you input into the Platform, including wafer inspection results, process parameters, equipment data, and any other information from your fab operations ("Customer Data"). SynthKernel claims no ownership rights in Customer Data.
You grant SynthKernel a limited, non-exclusive license to process Customer Data solely to provide the Platform to you as described in your Order Form. As described in Section 4 of our Privacy Policy and in SynthKernel's architectural design, all processing of Customer Data occurs on hardware located within your facility. SynthKernel personnel do not have access to Customer Data in the ordinary course of service delivery. Remote diagnostic access, where required for support purposes, is subject to your advance authorization and is logged.
The Platform, including all software code, machine learning models, algorithms, documentation, user interfaces, and all other components, is the exclusive intellectual property of SynthKernel and its licensors, protected by copyright, trade secret, and patent law. These Terms do not grant you any ownership interest in the Platform. You receive only the limited right to use the Platform during the subscription term as specified herein.
If you provide suggestions, enhancement requests, or other feedback regarding the Platform ("Feedback"), you grant SynthKernel a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize that Feedback without restriction or obligation to you. Feedback does not constitute Customer Data and is not subject to the confidentiality provisions that apply to Customer Data.
Each party acknowledges that during the course of this agreement, it may receive confidential or proprietary information from the other party ("Confidential Information"). Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party without the other party's prior written consent; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.
Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was independently developed by the receiving party without use of the disclosing party's Confidential Information; (iii) was rightfully received from a third party without restriction; or (iv) is required to be disclosed by law or court order, provided that the receiving party gives prompt written notice to enable the disclosing party to seek a protective order.
SynthKernel warrants that: (a) the Platform will perform materially in accordance with the specifications in your Order Form during the subscription term; (b) SynthKernel will perform services using reasonable care and skill; and (c) SynthKernel will comply with applicable laws in providing the Platform.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYNTHKERNEL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. SYNTHKERNEL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. DEFECT CLASSIFICATION AND YIELD ANALYSIS OUTPUTS ARE ANALYTICAL TOOLS INTENDED TO SUPPORT HUMAN DECISION-MAKING AND ARE NOT GUARANTEES OF YIELD OUTCOMES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR YIELD LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) SYNTHKERNEL'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SYNTHKERNEL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
The limitations in this Section apply to all causes of action, including breach of contract, tort (including negligence), strict liability, and any other legal or equitable theory. Some jurisdictions do not allow limitations on implied warranties or exclusion of certain types of damages, so the above limitations may not apply to you in full.
You agree to indemnify, defend, and hold harmless SynthKernel and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your violation of any third-party rights; or (d) Customer Data that infringes or misappropriates any third-party intellectual property rights.
These Terms commence on the date you first access the Site or execute an Order Form and continue until terminated. Subscriptions terminate at the end of the applicable subscription period unless renewed in accordance with the Order Form.
Either party may terminate for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail. SynthKernel may suspend or terminate your account immediately upon notice if you violate the Acceptable Use Policy (Section 5), fail to pay fees as required, or your use of the Platform creates a security or legal risk.
Upon termination: (a) your right to access the Platform immediately ceases; (b) you must certify in writing that all copies of SynthKernel software have been removed from your systems within thirty (30) days; and (c) each party must return or certify destruction of the other party's Confidential Information within thirty (30) days, except for Confidential Information retained in ordinary-course backup systems or as required by law.
The Platform is subject to United States export control laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce. You represent that you are not located in, a national of, or operating for the benefit of any country or entity subject to U.S. trade embargoes or sanctions. You agree to comply with all applicable export laws and not to export, re-export, or transfer the Platform to any prohibited destination, entity, or individual.
These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any disputes arising out of or related to these Terms shall be resolved by binding arbitration administered by JAMS in San Francisco, California, under JAMS Comprehensive Arbitration Rules and Procedures, with a single arbitrator. The arbitration shall be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent unauthorized use of intellectual property or breach of confidentiality obligations. You agree that any claims must be brought on an individual basis; class actions and representative actions are not permitted to the extent allowed by applicable law.
Entire Agreement: These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between you and SynthKernel regarding the subject matter and supersede all prior agreements, understandings, and communications.
Amendments: SynthKernel may update these Terms by posting a revised version to this page with a new "Last updated" date. Your continued use of the Site or Platform after the effective date of changes constitutes acceptance. For material changes, we will provide at least thirty (30) days' prior notice to current customers by email.
Severability: If any provision of these Terms is found unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Assignment: You may not assign these Terms or your rights hereunder without SynthKernel's prior written consent. SynthKernel may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or internet service failures.
Questions about these Terms may be directed to: