These Terms constitute the entire agreement between you and UpSci LLC., operating as "Graphmatik", and concerns your use of the Service and supersedes any prior agreements between you and UpSci LLC. with respect to the Service. References to “you” and “your” means the Person accepting these Terms as an individual. If you are registering as a university or an organization ("Organization" or "Entity") you confirm that you are the legal authority representing such Organization and are binding the Entity to these Terms. If you require adult consent to consent to these Terms, you will have obtained such consent prior to using our services. If you do not have such consent, you may not use our services, and we reserve the right to terminate your user account with Graphmatik. These Terms and any other documents or links referenced herein are together referred to as the “Agreement.” So please read it carefully.

This Agreement hereby incorporates the terms of the additional end-user license agreement ("License") referenced below. By registering for an account and using the Services, you agree to be subject to the terms of the License agreement. Further we reserve the right, in our sole discretion, to amend or modifify the License as permitted from time to time.

Simple License Terms - This license governs rights and restrictions that apply to free and Limited Versions of the software as defined below.

We care about data privacy and security. To understand how we use your data please review our Privacy Policy.

By using our Services, you acknowledge and agree to be bound by our Privacy Policy, which herein is incorporated into these Terms and Agreement.

Any new releases or features added to the Services are subject to these Terms unless stated otherwise. We reserve the right to suspend, terminate, and/or modify any and all aspects of the Services without prior notice to you. UpSci LLC. may make available to you versions of the Service or its parts including previews, free-tier, in-development (alpha, beta), limited availability or other limited access versions (“Limited Versions”). UpSci LLC. has no obligations with respect to Limited Versions, including any obligation to continue providing access to any Limited Version or to transition any Limited Version into a product offering. Obtaining access to the Services is your responsibility, and we are not responsible for any charges incurred by third parties, such as internet service providers and/or mobile carriers. You are also responsible for any and all equipment neccessary to access and use the Services.

You hereby acknowledge and agree that the Service, and any other software provided in connection with the Service, ("Software") contains proprietary and confidential information protected by applicable intellectual property and other laws. You further acknowledge and agree that any data, text, software, source code, sound, photographs, graphics, figures, video, messages, tags, or other materials ("Content") contained within or presented to you through the Service is or may be protected by a variety of intellectual property rights, including copyrights, trademarks, service marks, patents, or other proprietary rights and laws. You hereby agree not to modify, create derivative works, sell, rent, lease, loan or otherwise distribute the Services, in whole or in part, except as explicitly authorized by UpSci LLC. or permitted by applicable law.

Use of UpSci Software does not grant you ownership of any intellectual property rights to the Services, including any Content of the Software. The name GRAPHMATIK, UPSCI, as well as all logos, products, and names that are or may otherwise be trademarks of UpSci ("Marks"). You are not permitted to display or use Marks of UpSci without prior written consent.

By submitting suggestions, bug reports, requests, recommendations, corrections or other feedback ("Contributions") regarding the Services, you grant UpSci a perpetual, irrevocable, royalty-free license to use, distribute, make, and incorporate such Contributions into any of its software or Services for any purpose, in any media worldwide without any payment, attribution or other obligation to you. Further you acknowledge that your Contributions do not contain any confidential or proprietary data or information and UpSci is under no obligation of confidentiality, express or implied, with respect to the Contributions.

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all Content and Marks of UpSci LLC. Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.

Except as set out in the End User License Agreement, this section or elsewhere in our Terms, no part of the Services and no Content nor Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our prior express written permission. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

UpSci is not responsible for any Content that you download, post, email, transmit use or otherwise make available through the Services. You understand that you may be exposed to Content that may be deemed objectionable by using our Services. Further you agree that any breach of Intellectual Property Rights will constitute a material breach of our Terms and provide grounds for terminating your rights to use our Services.

Prohibited Activities

As a user of the Services, you agree not to:

• Upload, post, email, transmit or otherwise make available any Content that contains any patient or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”).
• Post, transmit or otherwise make available any Content that contains any payment card information or proprietary and confidential information.
• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations, including securities laws.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Upload, transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Use any data mining, scripts, robots, or similar data gathering and extraction tools on the system and Services.
• You are expressly forbidden from using any Proprietary Content and/or data and/or information and/or the Services for the purposes of machine learning and/or Artificial Intelligence (“AI”) training, and/or for creation of generative AI and any similar acts.
• Attempt to impersonate another user or entity, including but not limited to UpSci employees or representatives.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Make any unauthorized use of the Services, including for the purpose of sending unsolicited messages, or creating user accounts by automated means or under false pretenses.

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;

Upon registering you may set an account designation and password. You agree to keep your password confidential and will be responsible for all use of your account and password and are fully responsible for all activities that occur under your account. Further you agree to notify us immediately of any unauthorized account access or other breach of security. You are also responsible for ensuring that you have properly exited from your account at the end of each session. UpSci is not liable for any loss or damage arising from your failure to properly safeguard your account or password.

You agree that we may access, store, process, and use the information and personal data that you provide in accordance with the terms of the Privacy Policy.

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

The Services may contain links to other websites as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, code, and other content or items belonging to or originating from third parties ("Third-Party Materials"). Such Third-Party Materials are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Materials accessed through the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Materials. Inclusion of, linking to, or permitting the use of any Third-Party Materials does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use any Third-Party Materials, you do so at your own risk, and you should be aware these Terms no longer govern. We may block or disable access to any Third Party Materials through the Services at any time. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use from the Services. You agree and acknowledge that we do not endorse the products or services offered by Third-Party Materials and you shall hold us blameless from any harm caused by your purchase or use of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Materials or any contact with Third-Parties.

The Services may contain software licensed from third parties (“Third Party Code”). This code may be subject to the terms and conditions of “open source” software licenses (“Open Source Software”). A list of Open Source Software used by the Graphmatik web application Services may be found here. Further the terms of the Open Source Software will apply in lieu of these Terms of Service to the extent required by the licenses that accompany such software's use.

We reserve the right to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our discretion, violates these Terms or the law. This may include reporting such users to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof; (4) to remove or otherwise disable, without limitation, notice, or liability from the Services all files and content that are excessive in size or are in any way burdensome to our systems or servers; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

These Legal Terms shall remain in full force and effect while you use the Services. without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the services, including blocking certain IP addresses and Limited Versions, to any persion or entity for any reason or no reason whatsoever, including without limitatation for breach of any representation, warranty, or covenant contained in the Terms or of any applicable law or regulation. We may terminate your use or participation in the services or delete your account and any content or information that your posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. Further, we have no obligation to update any information on our Services and will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

These Terms and your use of the Services and related claims shall be governed in accordance with the laws of the State of North Carolina applicable to agreements made and to be entirely litigated within the State of North Carolina, without regard to its conflict of law principles, including if you are accessing the Services from outside the United States of America.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute informally for at least forty five (45) days before initiating arbitration. You can commence informal negotiations by submitting a written "Notice of Dispute" along with any supporting documents by mail to:

The "Notice of Dispute" should provide your name, address, contact details, and outline the facts and details pertaining to your Dispute as well as any relief you are requesting. From the date the Notice of Dispute is received by us, we will attempt to first resolve the Dispute within forty-five (45) days via informal negotiations.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Wake County, North Carolina.

Except as otherwise provided herein, the Parties may litigate any Dispute in Small Claims Court in Wake County, North Carolina, if the Dispute meets all requirements to be heard in the small claims court. Further, Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Wake County, North Carolina, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

Binding Arbitration

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

The services are provided on an as-is and as-available basis. You agree that your use of the services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services' content or the content of any websites or mobile applications linked to the Services and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the services, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the services. we do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the services, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain us state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.