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Synergy Technology Partner Agreement (TPA)

This Technology Partner Agreement (“Agreement”) is entered into as of [Effective Date], by and between:

  • Synergy, Inc. (“Synergy”), a corporation organized under the laws of Delaware, United States, with its principal office at 447 Broadway, 2nd Floor, New York, NY 10013, and

  • [Technology Partner Legal Name] (“Technology Partner”), a company organized under the laws of [State, Country], with its principal office at [Address].

Synergy and Technology Partner are referred to herein individually as a “Party” and collectively as the “Parties.”

1. Purpose and Incorporation​

1.1 Purpose
This Agreement confirms Technology Partner’s participation in the Synergy Technology Partner Program (“Program”) and describes the high-level terms for integrating with the Synergy Service.

1.2 Incorporation of Additional Terms
Technology Partner’s detailed rights and obligations—including but not limited to confidentiality, intellectual property, Developer Resource usage, data protection, indemnification, warranties, limitation of liability, and export compliance—are set forth in the following documents (collectively, “Incorporated Documents”), each of which is hereby incorporated by reference:

  • Synergy’s Technology Partner Terms (the “Terms”)
  • Synergy’s Technology Partner Data Protection Addendum (the “DPA”)
  • Synergy’s End Customer Terms

In the event of any conflict among this Agreement, the Terms, or any other Incorporated Documents, this Agreement will control only with respect to the commercial or operational details expressly stated here (e.g., authorized services). For all other matters, the Terms or DPA (as applicable) will control.

2. Authorized Services​

Technology Partner is authorized on a non-exclusive basis to integrate (via APIs, SDKs, or other mutually approved interfaces) with the following offerings (collectively, the “Service” or “Authorized Services”):

  • SynergyOS Cloud
  • SynergyOS Enterprise Cloud
  • SynergyOS Enterprise Server

Technology Partner may develop and maintain Partner Integrations that call or interface with the Service (using the Developer Resources); however, Technology Partner is not granted access to Synergy’s underlying code base, container images, or other proprietary software components beyond what is expressly provided through approved APIs, SDKs, or documentation. Partner Integrations must remain separate solutions and may only interact with the Service in ways Synergy Inc. explicitly permits. Nothing in this Agreement grants Technology Partner the right to embed, distribute, or otherwise incorporate Synergy’s proprietary code within the Partner’s own products.

Any additional Synergy offerings require Synergy’s written approval or an amendment to this Agreement.

3. Partner Integration​

Technology Partner plans to develop, maintain, or otherwise offer one or more integrations or solutions (“Partner Integration”) that interface with the Service. The scope, functionality, or technical details of each Partner Integration shall be described in reasonable detail below or in a separate written exhibit:

[Describe the nature of the Partner Integration(s), including technical scope, functionality, relevant APIs or Developer Resources utilized, etc.]

Any material modifications to the above description may be documented by mutual written agreement (which can include email confirmation by both Parties) without requiring a formal amendment to this Agreement, provided such modifications do not conflict with the Terms or other Incorporated Documents.

4. Relationship Manager​

4.1 Designation
Technology Partner shall designate a “Relationship Manager” to serve as Synergy’s primary liaison for all Program-related coordination. Technology Partner must provide Synergy with the Relationship Manager’s name, title, phone number, and email address.

4.2 Changes
Technology Partner may change its Relationship Manager by providing Synergy with reasonable advance written notice (including the new contact’s information).

5. Term and Termination​

5.1 Term
This Agreement shall commence on the Effective Date and continue unless terminated as set forth in this Section.

5.2 Termination for Convenience
Either Party may terminate this Agreement without cause by providing thirty (30) days’ prior written notice to the other Party.

5.3 Termination for Cause
Either Party may terminate this Agreement immediately if the other Party materially breaches this Agreement or the Technology Partner Terms and fails to cure such breach within thirty (30) days following written notice.

5.4 Effect of Termination
Upon termination or expiration of this Agreement, Technology Partner shall cease representing itself as a Synergy partner and promptly comply with any termination-related obligations set forth in the Terms, including the return or destruction of Confidential Information and discontinuation of Synergy Marks usage.

6. Notices​

Except as otherwise set forth in the Terms, all notices related to this Agreement must be given in writing and delivered by email. Notices to Synergy shall be sent to legal@synergyos.com. Notices to Technology Partner shall be sent to the Relationship Manager’s email provided. Notices will be deemed delivered upon transmission, unless the sender receives a bounce-back or error message.

7. Entire Agreement​

7.1 Complete Agreement
This Agreement, together with the Technology Partner Terms, DPA, and any other Incorporated Documents, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements and understandings (whether written or oral).

7.2 Order of Precedence
To the extent of any conflict or inconsistency among this Agreement and the Incorporated Documents, the Agreement shall control only for those specific commercial/operational terms explicitly stated herein. For all other matters (including indemnification, confidentiality, intellectual property, liability limitations, data protection, or developer resource usage), the Terms or DPA shall control.

7.3 Amendments
No modification or amendment to this Agreement shall be effective unless in writing and signed by both Parties, except as the Terms allow for updates (e.g., Programmatic Changes).

8. Signatures​

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

SYNERGY, INC.
By: ___________________________
Name: _________________________
Title: _________________________
Date: __________________________

TECHNOLOGY PARTNER
By: ___________________________
Name: _________________________
Title: _________________________
Date: __________________________