THE AGREEMENT: The use of this website and services on this website provided by Graphl Technologies LLC (hereinafter referred to as "Company") are subject to the following Terms & Conditions (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of Twin Sync Studio and the Graphl Technologies Website (hereinafter collectively referred to as "Applicable Services").
DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:- Company, Us, We: The Company, as the creator, operator, and publisher of the Applicable Services, makes the Applicable Services available to users. Graphl Technologies LLC, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.
- You, the User, the Client: You, as the user of the Applicable Services, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.
- Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.
ASSENT & ACCEPTANCE
By using the Applicable Services, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please stop using the Applicable Services immediately. The Company only agrees to provide use of the Applicable Services to You if You assent to this Agreement.LICENSE TO USE
The Company may provide You with certain information as a result of Your use of the Applicable Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the Applicable Services ("Company Materials"). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Applicable Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the Applicable Services or at the termination of this Agreement.INTELLECTUAL PROPERTY
You agree that the Applicable Services are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.USER OBLIGATIONS
As a user of the Applicable Services, you must have entered into a commercial agreement (usually via purchase) with the Company. During such an agreement, you may have provided personal information, including, but not limited to, Your email address, and Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Applicable Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Any billing information You may provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of Your identifying information. Providing false or inaccurate information, or using the Applicable Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.PAYMENT & FEES
Should You purchase any paid product or service that is part of the Applicable Services, You agree to pay Us the specific monetary amounts required for that product or those Services. These monetary amounts ("Fees") will be described to You during Your account registration and/or confirmation process. The final amount required for payment will be shown to You immediately prior to purchase. Payment for any on-going Services is billed automatically until You notify Us that You would like to terminate Your access to the Services.
In most cases, we will avoid automatic billing by avoiding issuing service contracts without an expiration date.ACCEPTABLE USE
You agree not to use the Applicable Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Applicable Services in any way that could damage the Applicable Services, or general business of the Company.
You further agree not to use the Applicable Services:
- To harass, abuse, or threaten others or otherwise violate any person's legal rights;
- To violate any intellectual property rights of the Company or any third party;
- To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- To perpetrate any fraud;
- To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
- To publish or distribute any obscene or defamatory material;
- To publish or distribute any material that incites violence, hate, or discrimination towards any group;
- To unlawfully gather information about others.
PRIVACY INFORMATION
Through Your Use of the Applicable Services, You may provide Us with certain information. By using the Applicable Services, You authorize the Company to use Your information in the United States and any other country where We may operate.- Information We May Collect or Receive: When You register for a Twin Sync Studio account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use Our Applicable Services, We may also receive information from external applications that You use to access the Graphl Technologies Website, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
- How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our website, including through email communication. We may also track certain aspects of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.
- How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 0. After that time, it will be deleted.
SALES
The Company may sell goods or services on the Graphl Technologies Website.
The Company undertakes to be as accurate as possible with all information regarding the goods and services, including product descriptions and images. However, the Company does not guarantee the accuracy or reliability of any product information, and You acknowledge and agree that You purchase such products at Your own risk.
For any claim You may have against a Third Party integration in a product, You agree to pursue that claim directly with the third party, and not with the Company. You hereby release the Company from any claims related to goods or services provided or sold by third parties, including any and all warranty or product liability claims.DELIVERY AND REFUND POLICY
You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. When purchasing a product, You agree to provide Us with a valid email and identity, as well as valid billing information. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information that You provide to us. If We do so after payment has been processed, We will issue a refund to You in the amount of the purchase price. We also may request additional information from You prior to confirming a sale, and We reserve the right to place any additional restrictions on the sale of any of Our products. You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. You agree to monitor Your method of payment. Costs and dates are subject to change from the costs and dates that You are quoted due to unforeseen circumstances. For any questions, concerns, or disputes, You agree to contact Us in a timely manner at the following: mike@graphl.tech
You agree that after 1 month, a full refund of the payment that was processed will not be issued, although a partial refund of between 25% to 75% of the payment value will be available, with the amount at the discretion of the Company according to the circumstances.
You agree that 6 months after the purchase of a good, there will be no refund offered whatsoever.
REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:- Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Applicable Services without permission from the Company;
- Violate the security of the Applicable Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
DATA LOSS
The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Website or Services is at Your own risk.INDEMNIFICATION
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Your use or misuse of the Applicable Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.SPAM POLICY
You are strictly prohibited from using the Applicable Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.THIRD-PARTY LINKS & CONTENT
The Company may occasionally post links to third party websites or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our Applicable Services.MODIFICATION & VARIATION
The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Graphl Technologies Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.- To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
- You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Applicable Services after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.
- In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to any and all use of the Applicable Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of the Applicable Services.SERVICE INTERRUPTIONS
The Company may need to interrupt Your access to the Applicable Services to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Applicable Services may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
Should this be of particular concern to you, you should be aware that the Company has an offering that includes an offline version of the Twin Sync Studio product, which may be used to remove reliance on services that may experience downtime.
TERM, TERMINATION & SUSPENSION
The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. Please keep in mind that any outstanding fees will still be due even after termination of Your account. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.NO WARRANTIES
You agree that Your use of the Applicable Services is at Your sole and exclusive risk and that any Services provided by Us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Applicable Services will meet Your needs or that the Applicable Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the Applicable Services or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Applicable Services is Your sole responsibility and that the Company is not liable for any such damage or loss.LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to You as a result of Your use of the Applicable Services, to the fullest extent permitted by law.GENERAL PROVISIONS:
- LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- JURISDICTION, VENUE & CHOICE OF LAW: If you are located outside the geographic boundaries of the United States or Canada, these Terms will be governed by and construed in accordance with the substantive laws in force in Ireland, and the courts located in Ireland shall have exclusive jurisdiction over all disputes relating to this Agreement. Otherwise, You agree that the laws of the State of Wyoming shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Sheridan, Wyoming. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
- ARBITRATION: If you are located in geographic bounary of the United States or Canada, in case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Sheridan, Wyoming. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Wyoming. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
- HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: mike@graphl.tech.
EXPORT CONTROL AND LOCAL LAWS
You agree, regardless of any disclosure made by you to Graphl Technologies concerning the ultimate destination of the Applicable Services or information obtained through the Applicable Services, that you will not export or transfer, whether directly or indirectly, the Graphl Technologies technology, materials, information and data, or any portion thereof or any direct product thereof, outside the United States without first complying strictly and fully with all export control laws or regulations that may be imposed by the U.S. Government or any country or organization of nations within whose jurisdiction you obtain access to or use the Applicable Services. The countries subject to restriction by action of the United States Government are subject to change, and it is your responsibility to comply with the United States Government requirements, as they may be amended from time to time. You assume sole responsibility for obtaining licenses or other approvals required for export or re-export as may be required. You shall indemnify, defend, and hold Graphl Technologies harmless for any breach of your obligations pursuant to this section.
The Applicable Services are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other agencies or authorities based outside of the United States (the “Export Controls”). Your use of the Applicable Services must always comply with Export Controls, so you must not do any of the following:
- Access or use the Applicable Services from within a U.S.-sanctioned location or if you appear on any U.S. government restricted parties list.
- Use the Applicable Services in connection with a restricted end use, such as work on nuclear/chemical/biological weapons or missile systems capable of delivering them, without first obtaining any required government approvals.
- Use the Applicable Services in connection with technical data that is controlled under the International Traffic in Arms Regulations (“ITAR”), any of its foreign counterparts, or any national security laws or regulations.
- Use the Applicable Services to upload or transmit any content or materials that cannot legally be exported to the United States or to disclose, transfer, download, export, or re-export, directly or indirectly, your Content, Graphl Technologies Content or any other content or material to any country, entity or other party that is ineligible to receive such items under the Export Control Laws or other applicable law or regulation.