Terms of Use
Clear guidelines to ensure fair, safe, and effective use of our services.
Introduction
Last updated: 07, October 2025
These Terms of Service (“Terms”) set forth the conditions under which you may access or use the websites, including https://graphorlm.com, https://app.graphorlm.com, and any successor domains (collectively, the “Sites”), as well as all related software, documentation, and digital, mobile, or online services (together with the Sites, the “Service”) provided by SYNAPSE INOVAÇÃO E TECNOLOGIA LTDA., a company organized under the laws of Brazil (“Synapse,” “GraphorLM,” “we,” “our,” or “us”).
By accessing or using the Service, or by clicking “I Agree” (or a similar confirmation), you acknowledge that you have read, understood, and agree to be bound by these Terms. You also confirm that you have reviewed our Privacy Notice.
We may update or modify these Terms from time to time, and we will notify you of any material changes as outlined below. These Terms apply to all individuals and entities who access or use the Service (collectively, “Users,” and as applicable to you, “you” or “your”).
Failure to comply with these Terms may result in suspension or termination of your account at our discretion.
Service Administration
1.1. Eligibility
This Agreement is a binding contract between you and Synapse. Please read these Terms carefully before using the Service. By accessing or using the Service, you acknowledge that you understand and agree to these Terms. If you do not agree, you must not use the Service.
You may only use the Service if you have the legal capacity to enter into a binding contract with us and are in full compliance with these Terms and with all applicable local, national, or international laws, rules, and regulations (“Applicable Law”).
Use of the Service by individuals under the legal age of majority in their jurisdiction (typically under 18 years old) (“Minors”) is not permitted unless supervised by a parent or legal guardian (“Parent”) who:
(a) has reviewed and understood these Terms;
(b) consents to the Minor’s use of the Service; and
(c) accepts full responsibility for the Minor’s actions while using the Service.
If you are a Parent granting access to a Minor, you agree to these Terms on behalf of both yourself and the Minor, and “you” and “your” shall be interpreted accordingly.
The Service is not available to Users whose accounts have been previously suspended or terminated by Synapse.
1.2. User Accounts
(a) Your User Account
Your account on the Service (“User Account”) provides access to certain features and functionalities that we may make available from time to time. You acknowledge that you do not own your User Account, and you do not have rights to any data stored by or on behalf of Synapse on the servers hosting the Service. Synapse may offer different types of User Accounts for different categories of Users.
(b) Organizational Accounts
If you access or use the Service on behalf of a company or other entity (an “Organization”), these Terms form an agreement between: (i) you and Synapse, and (ii) the Organization and Synapse.
By using the Service for an Organization, you represent that you have authority to bind the Organization to these Terms. “You” and “your” shall, in this context, refer to both you and the Organization, including its employees, contractors, agents, and other authorized users (“Org Users”).
The Organization is responsible for ensuring that all Org Users comply with these Terms, and any act or omission by an Org User that would breach these Terms if done by the Organization itself will be treated as a breach by the Organization.
If your User Account is created using an email associated with an Organization, or if the Organization pays for your use of the Service, we may treat your access and use as being on behalf of that Organization.
(c) Connecting via Third-Party Services
By linking the Service to a third-party service, you authorize us to access and use information from that service, as permitted by it, and to store any login credentials or access tokens.
(d) Account Security
You must not use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information and keep it updated. You are solely responsible for activity on your User Account and for keeping your password(s) and other authentication credentials secure. We recommend using strong passwords combining letters, numbers, and symbols. Any Org User with administrator-level access can modify your settings and billing information. Synapse is not liable for losses caused by unauthorized use of your User Account or changes made by Org Users with administrator access. You must notify us immediately of any security breaches or unauthorized account use.
(e) Account Settings and Communications
You may control aspects of your User Account and profile, and how you interact with the Service, via your settings page. By providing your email address, you consent to receiving Service-related notices by email, including legally required communications. We may also send marketing or promotional emails regarding Service updates or offers (“Marketing Emails”). You can opt out of Marketing Emails at any time by contacting support@graphorlm.com or using the “unsubscribe” link in the email. Opting out does not affect Service-related notices.
1.3. Changes, Suspension, and Termination
You may deactivate your User Account at any time. Synapse reserves the right, with or without notice, to modify, limit, or discontinue the Service or any features of the Service for you or for all Users.
We may, at our discretion, temporarily suspend or permanently terminate your access to your User Account and/or the Service, with or without cause or prior notice, including if we determine that you have violated any provision of these Terms.
Even after your User Account or access to the Service is suspended or terminated, these Terms will continue to apply to you, as relevant.
1.4. Third-Party Products
From time to time, we may make certain third-party products or services available for use in connection with the Service (“Third-Party Products”), including, but not limited to, open-source software. Such Third-Party Products may be subject to separate or additional terms and conditions, including open-source licenses, which we will provide or make available to you as required.
Access & Restrictions
2.1. Access to the Service
Subject to your compliance with these Terms and any accompanying documentation, Synapse grants you a non-exclusive, limited, non-transferable, and revocable license to access and use the Service solely for your personal use or, if applicable, for internal business purposes, in accordance with the features and limitations of the Service.
We may revoke or terminate this license at any time, with or without cause. All rights not expressly granted to you are reserved by Synapse. Certain portions of the Service may only be accessible during your active Subscription Term(s), as further detailed in Section 7.4 (Subscription Plans).
2.2. Restrictions and Acceptable Use
Except as prohibited by applicable law, you agree not to, and will not assist, permit, or enable any third party to, engage in any of the following activities:
(a) Disassemble, reverse engineer, decode, or decompile any part of the Service.
(b) Use any automated tools (such as robots, spiders, scrapers, offline readers, or data-mining tools) to access the Service in a manner that generates more requests than a human could reasonably produce using a standard web browser. Public search engines may use spiders to index publicly available materials solely for search purposes, but not to create caches or archives.
(c) Use content from the Service, including metadata, for machine learning, AI training, or technologies designed to identify natural persons.
(d) Copy, rent, lease, sell, transfer, sublicense, resell, distribute, modify, or create derivative works of the Service or any Synapse Intellectual Property, including by automated or non-automated scraping.
(e) Use the Service in a way that negatively affects (i) server stability, (ii) Service performance, or (iii) other applications relying on the Service.
(f) Place an unreasonable or disproportionately large load on our infrastructure.
(g) Use the Service for illegal, fraudulent, deceptive, defamatory, harmful, or objectionable purposes, including violation of any rights, laws, or contracts.
(h) Use the Service to compete with Synapse, develop competing products, or perform benchmarking or competitive analysis that may harm Synapse.
(i) Access content through any means other than those provided or authorized by Synapse.
(j) Bypass measures intended to prevent or restrict access, copying, or use of the Service.
(k) Attempt to interfere with the security or integrity of the Service or decipher communications to or from our servers.
(l) Use the Service to transmit spam, chain letters, or unsolicited communications.
(m) Use the Service for commercial solicitation purposes.
(n) Transmit malicious code, viruses, worms, or other harmful software.
(o) Impersonate others, misrepresent your affiliation, hide your identity, or use the Service for fraudulent purposes.
(p) Collect or harvest personal information, including Users’ names, from the Service.
(q) Suggest or imply any endorsement, affiliation, or sponsorship between you (or a third party) and Synapse without prior written consent.
User Content
3.1. General
The Service may allow Users to submit, post, display, share, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other materials or information (collectively, “User Content,” excluding Usage Data and Feedback, as defined below).
If you are an Org User, Synapse may, at its discretion, treat all User Content submitted by you as belonging to the Organization on whose behalf you are acting.
3.2. Rights to User Content
Synapse does not claim ownership of your User Content. All User Content you submit, post, display, share, or otherwise make available through the Service remains yours.
Synapse may, at its sole discretion, remove any User Content, but is not obligated to do so.
By providing User Content on or through the Service, you expressly grant Synapse—and represent that you have all rights necessary to grant—a fully paid, royalty-free, transferable, perpetual, irrevocable, non-exclusive, worldwide license, with the right to grant sublicenses, to use, copy, store, modify, publish, edit, translate, distribute, and syndicate such User Content, as reasonably necessary to provide, maintain, and improve the Service, or as authorized by you in connection with your use of the Service or described in our Privacy Notice.
Synapse does not train AI models using User Content. All User Content is encrypted both in transit and at rest.
3.3. User Content Representations and Warranties
In connection with your User Content, you affirm, represent, and warrant that:
(a) You have obtained the written consent of every identifiable natural person mentioned or referenced in your User Content, if any, to use that person’s name, voice, and likeness as contemplated by the Service and these Terms, and each such person has released you from any liability related to such use.
(b) You are solely responsible for obtaining all consents required by applicable law to post User Content relating to third parties.
(c) Your User Content, and Synapse’s use of it as contemplated by these Terms and the Service, does not violate any applicable law or infringe the rights of any third party, including, without limitation, intellectual property and privacy rights.
(d) Your User Content does not include information or materials that a governmental body considers sensitive or classified, and its submission does not violate any confidentiality rights of third parties.
(e) Synapse may exercise the rights granted under these Terms without owing any fees, royalties, residuals, or other payments under collective bargaining agreements or otherwise.
(f) Your User Content does not contain: nudity or sexually suggestive material; hate speech, threats, or targeted attacks; abusive, harassing, defamatory, vulgar, obscene, libelous, or invasive content; discriminatory content based on sex, race, ethnicity, or other protected categories; content promoting self-harm or excessive violence; fake or impersonated profiles; illegal content or content intended for illegal activities; malicious code or software; personal information of others without consent; spam, unsolicited messages, or machine-generated content; or any other objectionable material.
(g) To the best of your knowledge, all User Content and other information you provide to Synapse is accurate and truthful.
3.4. Disclaimer
Synapse assumes no responsibility and accepts no liability for any User Content. You are solely responsible for your User Content and for any consequences of submitting, posting, displaying, sharing, or otherwise making it available through the Service.
You acknowledge and agree that Synapse acts only as a passive conduit for the online distribution and publication of User Content.
You understand that the Service may expose you to content that is inaccurate, objectionable, unsuitable for children, or otherwise not appropriate for your purposes. Synapse will not be liable for any damages or losses you may claim to incur in connection with content accessed on or through the Service.
Intelectual Property
4.1. Intellectual Property Rights Definition
For the purposes of these Terms, “Intellectual Property Rights” includes all existing and future rights in patents, copyrights, mask works, moral rights, rights of personality, trademarks, trade dress, service marks, goodwill, trade secrets, and any other intellectual property or proprietary rights under applicable law, together with all applications, registrations, renewals, and extensions of such rights.
4.2. Synapse Intellectual Property
You acknowledge and agree that Synapse, or its licensors (including other Users, as applicable), owns and will continue to own all rights, title, and interest—including all Intellectual Property Rights—in and to the Service, all materials and content made available on or through the Service (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, video, music, and User Content belonging to other Users, but excluding your User Content), and all software, algorithms, code, technology, and other intellectual property underlying or included with the Service (collectively, “Intellectual Property”).
Except as expressly provided in these Terms, nothing herein grants you a license or any other rights to use any Intellectual Property. You may not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Intellectual Property. Any use of Intellectual Property not expressly permitted by these Terms is strictly prohibited.
4.3. Usage Data
We may collect diagnostic, technical, usage, and related information about your devices, systems, and software (collectively, “Usage Data”). All Usage Data is solely owned by Synapse. To the extent you may hold any rights in Usage Data, you hereby assign all such rights, including Intellectual Property Rights, title, and interest, to Synapse.
Synapse may use, maintain, and process Usage Data for any lawful purpose, including but not limited to:
(a) providing, operating, and maintaining the Service;
(b) improving our products and services, and developing new products, services, or features;
(c) monitoring your use of the Service;
(d) conducting research and analytics, including data analysis, identifying usage trends, and performing customer research; and
(e) sharing analytics or derived Usage Data with third parties, solely in aggregated or de-identified form.
The Service may include technological measures to prevent unauthorized or unlawful use. You acknowledge that Synapse may use these and other lawful measures to verify compliance with these Terms and to protect its rights, including Intellectual Property Rights, in and to the Service.
4.4. Feedback
If you provide us with any suggestions, recommendations, or other feedback regarding the Service or any other Synapse products or services (collectively, “Feedback”), you hereby assign to Synapse all rights, title, and interest in and to the Feedback, including all Intellectual Property Rights.
Accordingly, Synapse may use the Feedback, as well as any ideas, know-how, concepts, techniques, or other intellectual property contained therein, for any purpose, without providing attribution or compensation to you or any third party. Synapse is not obligated to use any Feedback.
Feedback will be treated as Synapse’s Confidential Information (as defined below). By submitting Feedback, you acknowledge that Synapse does not waive any rights to use similar or related ideas previously known to Synapse, developed by its employees, or obtained from other sources.
Confidential Information
The Service may include non-public, proprietary, or confidential information of Synapse (“Confidential Information”). Confidential Information includes any information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including non-public business, product, technology, and marketing information.
You agree to:
(a) protect and safeguard all Confidential Information with at least the same degree of care you use to protect your own highly sensitive confidential information, but never less than a reasonable degree of care;
(b) use Confidential Information solely to exercise your rights or perform your obligations under these Terms; and
(c) not disclose any Confidential Information to any person or entity, except to your service providers, financial advisors, or legal advisors who (i) need to know the information and (ii) are bound by non-use and non-disclosure obligations at least as strict as those in this Section.
Payments & Subscriptions
6.1. Billing Policies; Taxes
Some aspects of the Service may be provided for free until your usage exceeds the threshold set in your User Account (the “Threshold”). Other aspects of the Service or products may require payment of a fee (“Fee”). By exceeding the Threshold and using paid aspects of the Service, you agree to the pricing and payment terms applicable to you, as set forth in your User Account and as may be updated from time to time (the “Pricing and Payment Terms”). These Pricing and Payment Terms are incorporated into these Terms by reference.
Synapse may introduce new products or services with additional Fees, modify Fees for existing products or services, or discontinue any Subscriptions at any time in its sole discretion. However, if a specific Subscription Term and corresponding Subscription Fee have been agreed upon, the Subscription will remain in effect for the agreed Fee during that Term. Any change to the Pricing and Payment Terms will take effect in the billing cycle following notice of such change.
Unless expressly stated otherwise in these Terms or the Pricing and Payment Terms, all Fees must be paid in advance, are non-cancelable once incurred (subject to any cancellation rights described herein), and are non-refundable. Fees are stated exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, and withholding taxes (collectively, “Taxes,” excluding taxes based on Synapse’s net income). You are responsible for paying all Taxes associated with your purchases or Subscriptions in connection with the Service.
6.2. Definitions
(a) “Subscription” means a specific portion of the Service that is offered on an automatically renewing basis, along with your access to it. For clarity, this includes GraphorLM’s enterprise subscription, which applies when usage exceeds the Threshold.
(b) “Subscription Fee” means the recurring payment due for a Subscription. A Subscription Fee is a type of Fee and includes any charges incurred under the Pricing and Payment Terms for usage beyond the Threshold.
(c) “Third-Party Fees” means any portion of a Fee (including a Subscription Fee) retained by one or more third parties, such as payment processors, that Synapse may engage at its sole discretion.
(d) “Payment Processor” means any third-party payment processor, currently Stripe, Inc., engaged by Synapse to handle payments made by Users in connection with the Service.
6.3. Your Payment Method
(a) General. To access non-free aspects of the Service, you must provide at least one valid payment card or other accepted payment method (each, a "Payment Method"). By providing a Payment Method, you authorize Synapse and the Payment Processor to charge your Payment Method for applicable Fees and Taxes, including recurring charges until you cancel your Subscription (subject to any notice period outlined in Section 7.4(c) (Cancellation; Refunds)). Charges will be applied on the payment date indicated in your User Account. Payment dates may change due to failed transactions, changes in Subscription plan, or differences in billing cycles. Fees are fully earned when charged. Synapse may also pre-authorize your Payment Method for up to one month of Service upon registration.
(b) Third-Party Payment Processor. Payments are processed by Synapse or an authorized Payment Processor. Verification of your Payment Method may include standard authorization holds. All transactions are subject to the Payment Processor’s terms of service and privacy policy, which you should review. Payment Processor may collect and retain Third-Party Fees. Synapse does not store full credit card or Payment Method details. You must promptly update your account and payment information to ensure successful transactions and communications.
(c) Payment Representations and Warranties. You represent and warrant that:
All account, order, and Payment Method information you provide is accurate, complete, and up to date.
You are authorized to use the Payment Method(s).
You will pay all charges incurred by users of your Payment Method in connection with the Service, including applicable Fees and Taxes.
Your Payment Method will honor all charges.
You will not share your Subscription, password(s), or authentication credentials, nor attempt to transfer your Subscription.
You will promptly report any unauthorized or prohibited use of your Subscription or credentials.
(d) Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT SYNAPSE IS NOT RESPONSIBLE FOR: (i) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR PAYMENT METHOD, (ii) ANY BANK OR THIRD-PARTY FEES ASSOCIATED WITH PAYMENTS, OR (iii) ANY UNAUTHORIZED USE OF YOUR PAYMENT METHOD BY A THIRD PARTY.
6.4. Subscription Plans
(a) Automatic Renewals. Subscriptions are billed on an automatically renewing basis. Each Subscription entails payment of the applicable Subscription Fees. YOUR SUBSCRIPTION WILL BE AUTOMATICALLY CHARGED WEEKLY, BASED ON THE PAYMENT AND PRICING TERMS, WHEN YOUR USAGE EXCEEDS THE THRESHOLD (EACH SUCH WEEK CONSTITUTES A "SUBSCRIPTION TERM"), UNLESS AND UNTIL YOU CANCEL THE SUBSCRIPTION FOLLOWING THE CANCELLATION PROCEDURES DESCRIBED IN SECTION 7.4(c) (Cancellation; Refunds).
(b) Automatic Billing and Policies. By enrolling in a Subscription, you agree and acknowledge that:
Synapse and the Payment Processor are authorized to charge your Payment Method at the start of each Subscription Term for the applicable Subscription Fee, any Taxes, and any other charges you incur under the Subscription, subject to adjustments under these Terms.
Your Subscription will continue until the earlier of:
(i) your cancellation of the Subscription (including any notice period set forth in Section 7.4(c)); or
(ii) suspension, discontinuation, or termination of your access to the Subscription or the Service under these Terms.
You understand and agree that billed amounts may vary due to adjustments in Subscription Fees under the Pricing and Payment Terms, or changes in applicable Taxes. You authorize Synapse and the Payment Processor to charge your Payment Method for any such adjusted amounts.
(c) Cancellation; Refunds. You may deactivate your User Account or any Subscription at any time by contacting support@graphorlm.com. Synapse may, in its sole discretion and subject to Section 7.1 (Billing Policies; Taxes), suspend or terminate your Subscription, User Account, or access to the Service at any time.
HOWEVER, UNLESS REQUIRED BY APPLICABLE LAW:
YOU WILL CONTINUE TO BE CHARGED FOR ANY USAGE THAT EXCEEDS THE THRESHOLD, AND YOU AUTHORIZE SYNAPSE AND THE PAYMENT PROCESSOR TO COLLECT THE APPLICABLE SUBSCRIPTION FEE AND TAXES (WITHOUT NOTICE, UNLESS REQUIRED BY LAW).
YOU WILL NOT BE ENTITLED TO ANY REFUND OR CREDIT FOR UNUSED TIME, PRE-PAYMENTS, LICENSE OR SUBSCRIPTION FEES, CONTENT OR DATA ASSOCIATED WITH YOUR ACCOUNT, OR ANY OTHER ITEM. ANY REFUNDS OR CREDITS MAY BE PROVIDED SOLELY AT OUR DISCRETION.
If you believe you were improperly charged and wish to request a refund, please contact support@graphorlm.com.
Privacy & Security
7.1. Privacy
We value your privacy. By accessing or using the Service, you acknowledge and agree that Synapse may collect, use, and disclose your personal information, as well as aggregated or anonymized data, in accordance with our Privacy Notice. Synapse does not use your personal information or any User Content to train its models or other products.
7.2. Security
We take the integrity and security of your personal information seriously. However, no system can be completely secure, and we cannot guarantee that unauthorized third parties will never bypass our security measures or misuse your data. By using the Service, you acknowledge and accept that any information you provide is at your own risk.
Third Party Services
The Service may include links to third-party websites, materials, or services (collectively, "Third-Party Services") that are not owned or controlled by us. Certain features of the Service may also require you to access or use Third-Party Services.
If you choose to use any Third-Party Service in connection with the Service, you agree to comply with the terms and conditions of that Third Party, as provided by or agreed to in connection with such services. We do not endorse, control, or assume any responsibility for Third-Party Services.
Your access to or use of any Third-Party Service, including sharing your User Content through such services, is at your own risk. These Terms and our Privacy Notice do not apply to your use of any Third-Party Service, and you expressly release us from any liability arising from such use.
Additionally, any interactions, transactions, or participation in promotions with advertisers or other third parties found through the Service—including payments, delivery of goods, or warranties—are solely between you and those parties. You acknowledge that we are not responsible for any loss or damage of any kind resulting from such interactions.
Release
You agree to release, waive, and hold harmless Synapse, GraphorLM, and their affiliates from any and all claims, damages (including direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses of any kind, whether known or unknown, arising out of any dispute between you and a third party (including other Users) in connection with the Service.
Additionally, to the fullest extent permitted by law, you expressly waive any statutory rights or provisions that would otherwise limit the scope of this release, including any law that would restrict the release of claims you are not aware of at the time of agreeing to this release.
Indemnity
You agree to release, waive, and hold harmless Synapse, GraphorLM, and their affiliates from any and all claims, damages (including direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses of any kind, whether known or unknown, arising out of any dispute between you and a third party (including other Users) in connection with the Service.
No Warranty & Disclaimers
The Service is provided on an "as is" and "as available" basis. Your use of the Service is at your own risk. To the fullest extent permitted by applicable law, neither the Service, the Intellectual Property, nor any other information available through the Service comes with any warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained from us or through the Service will create any warranty not expressly stated in these Terms.
Without limiting the foregoing, none of the Synapse Indemnitees warrants that any content or information provided through the Service is accurate, complete, reliable, useful, or correct; that the Service will meet your requirements; that the Service will be uninterrupted, available at any particular time or location, or secure; that defects or errors in the Service will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the Service is done at your own risk, and you are solely responsible for any damage to your computer system(s), mobile device(s), or data loss resulting from such use.
You may have other statutory rights under local law. To the extent permitted, any duration of implied warranties will be limited to the shortest period allowed under applicable law.
Furthermore, Synapse does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by any third party through the Service or any linked website or service. Synapse will not be a party to, monitor, or otherwise be responsible for any transaction between you and third-party providers of products or services.
Some jurisdictions do not allow the exclusion or limitation of certain implied warranties or liabilities. If this applies to you, certain limitations in this Section may not apply. These Terms are governed by and construed under the laws of Brazil, without regard to its conflict-of-law principles, except where mandatory local laws provide otherwise.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event will any Synapse Indemnitee be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service or any portion thereof. Under no circumstances will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Service, your User Account, or the information contained therein.
To the maximum extent permitted by applicable law, we assume no liability or responsibility for:
(a) errors, mistakes, or inaccuracies in any content;
(b) personal injury or property damage of any kind resulting from your access to or use of the Service;
(c) any unauthorized access to or use of the servers running the Service and/or any personal information stored therein;
(d) any interruption or cessation of transmission to or from the Service;
(e) any bugs, viruses, trojan horses, or similar harmful code that may be transmitted to or through the Service by any third party;
(f) any errors or omissions in any content, or any loss or damage incurred as a result of the use of content posted, emailed, transmitted, or otherwise made available through the Service; and/or
(g) your data, any User Content, or the defamatory, offensive, or illegal conduct of any third party.
In no event will any Synapse Indemnitee be liable to you for any claims, proceedings, liabilities, damages, losses, or costs in an amount exceeding the amount you paid to us hereunder or one hundred U.S. dollars ($100.00), whichever is greater. This limitation applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other theory, even if we have been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions and limitations may not apply to you. These Terms give you specific legal rights, and you may also have other rights that vary by jurisdiction. The disclaimers, exclusions, and limitations of liability in these Terms will not apply to the extent prohibited by applicable law.
Governing Law
13.1. Governing Law
You agree that these Terms, as well as any dispute, claim, or controversy arising out of or relating to them, the Service, or your use thereof, shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil, without regard to its conflict of law principles.
Nothing in these Terms shall be interpreted as excluding, restricting, or modifying any rights you may have under mandatory local laws, including consumer protection laws, that cannot be waived by contract.
The parties agree that any dispute that cannot be resolved amicably shall be submitted to binding arbitration, conducted in Portuguese, in the city of São Paulo, State of São Paulo, Brazil. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a competent court located in São Paulo to prevent the actual or threatened violation of its data security, Confidential Information, or Intellectual Property Rights.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
These Terms were drafted in English, which shall prevail over any translation in the event of a conflict.
13.2. Arbitration Agreement
(a) General
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.
This Arbitration Agreement governs any dispute, controversy, or claim between you and us arising out of or relating to, directly or indirectly:
• These Terms, including their formation, interpretation, performance, breach, or termination;
• Your access to or use of the Service; or
• Any other transaction or relationship between you and us.
Each such dispute is a “Claim” and collectively, “Claims.” This Arbitration Agreement applies to all Claims, except where prohibited by applicable law.
(b) Dispute-Resolution Process
Before initiating arbitration, you agree to first contact us at support@graphorlm.com
to attempt to resolve the Claim amicably. If a resolution is not reached within sixty (60) days, either party may submit the Claim to binding arbitration conducted in the city of São Paulo, State of São Paulo, Brazil, in accordance with the Brazilian Arbitration Law (Law No. 9.307/1996).
The arbitration shall be conducted in Portuguese or English, before a single arbitrator, and the award shall be final and binding upon both parties. Judgment on the award may be entered in any court of competent jurisdiction.
(c) Costs and Fees
Each party shall bear its own legal fees and costs related to the arbitration, except as otherwise determined by the arbitrator in accordance with applicable law or the chosen arbitration rules.
(d) Equitable Relief
Nothing in this Arbitration Agreement prevents either party from seeking injunctive or other equitable relief in a competent court located in São Paulo, Brazil, as necessary to protect its data security, Confidential Information, or Intellectual Property Rights.
(e) Severability
If any provision of this Arbitration Agreement is held to be invalid, unlawful, or unenforceable, in whole or in part, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
13.3. Class Action/Jury Trial Waiver
By entering into these Terms, you and Synapse each waive the right to:
• A trial by jury; and
• Bring, join, or participate in any purported class action, collective action, private attorney general action, or other representative proceeding of any kind, whether as a plaintiff or class member.
This waiver applies to all Users, including natural persons and entities, regardless of whether the Service is used for personal, commercial, or other purposes.
This Class Action/Jury Trial Waiver also applies to class arbitration. Unless we agree otherwise:
• The arbitrator may not consolidate more than one person's or entity's claims.
• The arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief for that individual claim.
• Any relief awarded may not affect other Users.
Export Controls & Compliance
You understand and acknowledge that the Service may be subject to export control and sanctions laws applicable in Brazil, the United States, and other jurisdictions.
You agree to comply with all applicable import, export, re-export, and trade control laws and regulations, including those maintained by:
• The Government of Brazil;
• The United States Government, including:
• The Export Administration Regulations (EAR); and
• Trade and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC);
• Any other relevant governmental or international authority.
You represent and warrant that you are not, and that no person or entity acting on your behalf, or owning or controlling you (if applicable), is:
(a) Listed on any sanctions, restricted, or denied parties list maintained by Brazil, the United States, the United Nations, or any other applicable jurisdiction; or
(b) Located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade or economic sanctions or designated as supporting terrorism.
You agree not to use, export, re-export, or transfer the Service in violation of any applicable export control or sanctions laws.
General Provisions
15.1. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
15.2. Notification Procedures and Changes to these Terms
We may provide notifications, whether required by Applicable Law or for marketing or other business purposes, via email, written or hard copy notice, or posting on the Site(s), at our sole discretion.
We reserve the right to determine the form and means of providing notifications, provided you may opt out of certain notification methods as required under Applicable Law or as described in these Terms.
We are not responsible for any automatic filtering applied by you or your network provider to email notifications sent to the email address you provide.
We may modify or update these Terms from time to time. You should review this page periodically. When material changes are made, we will update the “last modified” date at the top of the page and notify you that material changes have been made.
These Terms govern your access to and use of the Service from the start of your access, even if access began before the publication of these Terms.
Your continued use of the Service after any changes constitutes your acceptance of the new Terms.
If you do not agree with any part of these Terms or future updates, do not access or use the Service.
15.3. Entire Agreement; Severability
These Terms, along with any amendments and any additional agreements you enter into with us in connection with the Service, constitute the entire agreement between you and us regarding the Service.
Any statements or comments made by our employees or representatives are expressly excluded from these Terms and do not apply to you, us, or your access to or use of the Service.
Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions, which will remain in full force and effect.
15.4. No Waiver
No waiver of any term of these Terms will be considered a continuing or future waiver of that term or any other term.
Our failure to enforce or assert any right or provision under these Terms does not constitute a waiver of that right or provision.
15.5. Contact
If you have any questions about these Terms and/or the Service, please contact us at support@graphorlm.com.
