Terms of Service

1. Description of Services

Arc Labs provides the following Services:

• Synap Mobile ("Personal Tier"): A mobile application for iOS (with Apple Watch companion and Apple Vision Pro support) that provides a personal knowledge graph (ARX), AI-assisted chat powered by on-device Apple Intelligence and optional cloud AI providers (using your own API keys), SSH terminal, device integrations (HealthKit, location, contacts, calendar, reminders, motion, NFC, camera, microphone), and related productivity features. Three storage modes: local-only (data never leaves your device), hybrid (local with cloud backup), or remote (full cloud graph). Available in Free and Pro subscription tiers through the Apple App Store.
• Synap Business ("Business Tier"): A hosted, multi-tenant intelligence platform providing signal detection, relationship mapping, AI briefings, and team collaboration features. Accessible via the synap.ing domain.
• Synap Enterprise ("Enterprise Tier"): A custom-deployed intelligence platform installed on your infrastructure, providing all Business Tier features plus role-based access control, single sign-on integration, seat-gated pricing, automated intelligence briefings, and dedicated support. Enterprise Tier is governed by these Terms as supplemented by a separately executed Order Form.
• ARX Protocol: An open protocol specification for personal knowledge graphs, including associated tools, libraries, and documentation.
• Website: The synap.ing marketing website, including waitlist registration and contact forms.

2. Eligibility and Account Terms

2.1 Age Requirement

You must be at least 16 years of age to use the Services. If you are between 16 and 18 years of age, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf. The Services are not intended for use by individuals under 13 years of age under any circumstances, in compliance with the Children's Online Privacy Protection Act (COPPA).

2.2 Account Registration

Certain features of the Services require you to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate
• Maintain the security and confidentiality of your login credentials and not share them with any third party
• Immediately notify us at keep@synap.ing of any unauthorized use of your account or any other security breach
• Accept responsibility for all activities that occur under your account, whether or not authorized by you

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe are being used in violation of these Terms, subject to the notice and cure provisions in Section 9.

2.3 Entity Accounts

For Business and Enterprise Tier accounts, the Entity's designated administrator is responsible for managing user access, assigning roles, and ensuring all users within the Entity comply with these Terms. The administrator agrees to maintain accurate records of authorized users and to promptly remove access for any user who is no longer authorized.

3. Data Ownership and Intellectual Property

3.1 Your Data

You retain all rights, title, and interest in and to your data. This includes, without limitation:

• All Knowledge Graph Data (thoughts, insights, decisions, patterns, connections)
• Conversation history and chat content
• Signals, briefings, and analysis outputs generated from your data
• SSH session data and terminal content
• Configuration settings, custom themes, and code snippets
• Any and all Tenant Data (for Business and Enterprise accounts)

Arc Labs claims no ownership interest in your data. We do not acquire any license to your data except the limited license described in Section 3.2.

AI-Generated Output Notice: Signals, briefings, analysis, and other outputs generated by AI features of the Services using your data are considered your data for purposes of these Terms. However, you acknowledge that under current United States copyright law, content generated solely by artificial intelligence (without sufficient human authorship) may not qualify for copyright protection. Arc Labs makes no representations regarding the copyrightability of AI-generated outputs.

3.2 License to Provide Services

By using the Services, you grant Arc Labs a limited, non-exclusive, non-transferable, non-sublicensable (except to our service providers as necessary to provide the Services), revocable license to access, process, and display your data solely as necessary to provide the Services to you. This license terminates when you terminate your account or when we cease providing the Services to you. For Enterprise Tier deployments where your data resides on your infrastructure, this license applies only to data you voluntarily transmit to Arc Labs (e.g., support requests).

3.3 Arc Labs Intellectual Property

Arc Labs retains all rights, title, and interest in and to:

• The Synap platform software, including all source code, object code, architecture, design, and documentation, which constitute valuable trade secrets of Arc Labs protected under the Defend Trade Secrets Act (18 U.S.C. §1836) and California's Uniform Trade Secrets Act (Cal. Civ. Code §3426 et seq.)
• The synap.ing website, including all content, design, and functionality
• The Synap name, logo (dog head design), and all associated trademarks, service marks, and trade dress
• All proprietary algorithms, models, methods, and processes used in the Services
• All improvements, modifications, and derivative works of the foregoing, including any that incorporate or are inspired by your Feedback

These Terms do not grant you any right to use Arc Labs' trademarks, logos, domain names, or other distinctive brand features without prior written consent.

3.4 ARX Protocol

The ARX Protocol specification is made available under separate open-source licensing terms as specified in its repository. Your use of the ARX Protocol specification is governed by those terms, not these Terms. However, your use of Arc Labs' proprietary implementations of the ARX Protocol (including Synap Mobile, Business, and Enterprise) is governed by these Terms.

3.5 Open Source Components

The Services may incorporate open-source software components. To the extent any open-source license terms conflict with these Terms, the open-source license terms shall control solely with respect to the applicable open-source component. A list of open-source components and their applicable licenses is available upon request at legal@synap.ing.

3.6 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant Arc Labs a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate such Feedback into our products and services without any obligation or compensation to you. You represent that any Feedback you provide does not violate any third party's rights.

4. Acceptable Use

You agree not to use the Services to:

• Violate any applicable federal, state, local, or international law or regulation
• Upload, transmit, or store any content that is illegal, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable
• Infringe upon or violate any third party's intellectual property rights, privacy rights, or publicity rights
• Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to the Services
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services
• Use the Services to develop, train, or improve a competing product or service, or to perform competitive analysis or benchmarking (except as expressly permitted by applicable law)
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the proprietary portions of the Services (except to the extent expressly permitted by applicable law, including the EU Software Directive)
• Sublicense, resell, lease, time-share, or otherwise distribute access to the Services to third parties except as expressly permitted by your subscription tier
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services
• Use automated means (bots, scrapers, crawlers) to access the Services except through officially provided APIs with valid authentication
• Circumvent any access controls, rate limits, or usage quotas
• Use the Services to send unsolicited commercial communications (spam) or engage in any activity that violates the CAN-SPAM Act (15 U.S.C. §7701 et seq.)

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including removal of content, suspension of access, and reporting to law enforcement authorities.

4.1 DMCA and Copyright Complaints

Arc Labs respects the intellectual property rights of others. If you believe that content available through the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA, 17 U.S.C. §512) by providing the following information in writing to our designated agent:

• Identification of the copyrighted work claimed to be infringed
• Identification of the material claimed to be infringing and its location within the Services
• Your contact information (name, address, telephone number, email)
• A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner
• Your physical or electronic signature

DMCA Agent: legal@synap.ing

We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

5. Representations and Warranties

5.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation, enforceable in accordance with their terms; and (c) the execution and performance of these Terms does not and will not conflict with any other agreement to which it is a party.

5.2 Arc Labs Representations

Arc Labs represents and warrants that: (a) the Services will perform materially in accordance with the applicable documentation under normal use and conditions; (b) to Arc Labs' knowledge, the Services do not infringe any third party's intellectual property rights; and (c) Arc Labs will provide the Services in compliance with all laws and regulations applicable to Arc Labs as the provider of the Services.

5.3 Your Representations

You represent and warrant that: (a) all information you provide in connection with the Services is accurate and complete; (b) you will use the Services only in compliance with all applicable laws and regulations; (c) you have all necessary rights to any data you submit to or process through the Services; and (d) your use of the Services will not infringe any third party's rights.

6. Payment Terms

6.1 Synap Mobile

Synap Mobile Free is available at no charge. Synap Mobile Pro is available as an auto-renewing subscription through the Apple App Store. Pricing, billing cycles, and cancellation terms are governed by Apple's applicable terms and your agreement with Apple. Arc Labs does not process payments directly for Synap Mobile; all payments are handled by Apple.

California Automatic Renewal Disclosure: Synap Mobile Pro subscriptions automatically renew at the end of each billing period (monthly or annually, as selected) at the then-current price, unless you cancel before the renewal date. You may cancel at any time through your Apple ID account settings. Cancellation will take effect at the end of the current billing period. You will receive a confirmation email from Apple upon initial subscription. This disclosure is provided in compliance with California Business & Professions Code §§17600-17606.

6.2 Synap Business

Synap Business is billed on a per-user, per-month basis at the rates published on our Pricing page or as specified in your Order Form. Fees are billed in advance on a monthly or annual basis as selected.

Automatic Renewal: Synap Business subscriptions automatically renew at the end of each billing period at the then-current price, unless you provide written notice of non-renewal at least 30 days before the end of the current term. You will receive a renewal reminder email at least 30 days before each renewal date. You may cancel by contacting keep@synap.ing or through your account settings.

Refunds: Fees paid for completed billing periods are non-refundable. If you cancel during a billing period, you will retain access through the end of that period. If you are a California consumer and we fail to provide the automatic renewal disclosures required by law, you may be entitled to a refund of renewal charges.

6.3 Synap Enterprise

Synap Enterprise pricing is determined by a custom agreement ("Order Form") executed between you and Arc Labs. The Order Form will specify seat counts, subscription term, pricing, payment schedule, and any custom terms. In the event of any conflict between these Terms and an Order Form, the Order Form governs with respect to the subject matter of the conflict.

6.4 Price Changes

We may change the fees for the Services at any time. For monthly subscriptions, we will provide at least 30 days' advance notice of any price increase. For annual subscriptions, any price increase will take effect at the next renewal date, and we will notify you at least 60 days before the renewal. For Enterprise Tier customers with executed Order Forms, pricing is fixed for the duration of the current Order Form term.

6.5 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, value-added, and withholding taxes, except for taxes based on Arc Labs' net income.

6.6 Late Payment

If any payment is overdue, we may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may also suspend access to the Services after providing 14 days' written notice of non-payment and a 14-day cure period. Suspension does not relieve you of your payment obligations. Access will be restored promptly upon receipt of all outstanding amounts.

7. Service Level, Support, and Data Protection

7.1 Availability

For Synap Business, we target 99.9% uptime availability, measured on a calendar month basis, excluding: (a) scheduled maintenance windows, (b) force majeure events, (c) failures caused by your equipment, software, or network connections, and (d) features designated as Beta Services.

7.2 Service Credits

If Synap Business availability falls below 99.9% in any calendar month, you are entitled to request service credits as follows:

Service credits must be requested in writing within 30 days of the end of the affected month. Credits are applied to future invoices and do not entitle you to a cash refund. Total service credits in any month shall not exceed 50% of your monthly fees. Enterprise Tier SLA and credits are specified in the applicable Order Form.

7.3 Scheduled Maintenance

We may perform scheduled maintenance during low-traffic periods. We will provide at least 48 hours' advance notice of scheduled maintenance that may affect availability, except in cases of emergency maintenance required to address security vulnerabilities or service-threatening issues.

7.4 Support

Support is provided as follows:

• Personal Tier: Community support and documentation
• Business Tier: Email support with response within 2 business days
• Enterprise Tier: Dedicated support with response times as specified in your Order Form or SLA

7.5 Backup and Disaster Recovery

For Synap Business: Arc Labs performs automated encrypted backups of Tenant Data daily. Backups are retained for 30 days. In the event of a data loss incident, we will use commercially reasonable efforts to restore your data from the most recent available backup. Arc Labs targets a recovery point objective (RPO) of 24 hours and a recovery time objective (RTO) of 4 hours for critical service functions. These targets are goals, not guarantees, and are not subject to service credits.

7.6 Audit Rights

Enterprise Tier customers may, at their own expense and upon at least 30 days' written notice, audit Arc Labs' compliance with the security, privacy, and data handling obligations set forth in these Terms and the applicable Order Form. Audits shall be conducted during normal business hours, no more than once per year (unless a material breach is reasonably suspected), and shall be subject to reasonable confidentiality obligations. Arc Labs may satisfy audit requests by providing relevant third-party audit reports or certifications in lieu of on-site audits.

8. Device Permissions and On-Device Data

Synap Mobile requests access to various device capabilities to provide contextual AI features. Each permission is opt-in, can be revoked at any time through iOS Settings, and processes data on-device only — this data is never transmitted to Arc Labs servers unless you explicitly create content from it and have cloud sync enabled.

8.1 Health Data (Apple HealthKit)

Synap accesses HealthKit data (steps, sleep duration, heart rate variability, workout history) in read-only mode. Synap never writes to HealthKit. Health data is used on-device by the AI for inference, pattern analysis, and wellness-aware responses (e.g., the Cognitive Guardian feature). Arc Labs makes the following commitments regarding health data:

• Health data is never sold to any third party
• Health data is never used for advertising or marketing purposes
• Health data is never shared with third parties, including AI providers, advertisers, or data brokers
• Health data is never transmitted off your device to Arc Labs servers
• Health data is used solely for on-device AI inference and user-facing wellness features

These commitments are in addition to and consistent with Apple's HealthKit developer requirements.

8.2 Other Device Permissions

The following device data sources are accessed on-device only. Raw sensor data from these sources is never transmitted to Arc Labs servers. If you create knowledge graph content that references this data (e.g., a thought mentioning your location), that user-created content is subject to your chosen storage mode (local, hybrid, or remote).

• Location (CoreLocation): Current device location used for weather data (Apple WeatherKit) and location-aware AI responses. Used transiently, never stored by Arc Labs.
• Contacts: Contact names and details accessed on-demand by the AI contact lookup tool. Never cached, indexed, or uploaded.
• Calendar & Reminders (EventKit): Read and create events/reminders via the AI assistant. Data stays within Apple frameworks.
• Motion & Activity (CoreMotion): Activity state (walking, driving, stationary) for physical context awareness.
• Microphone (Speech framework): Voice capture for speech-to-text thought entry. Audio is processed by Apple Speech Recognition on-device and is not recorded or transmitted.
• Camera (VisionKit): Document scanning via OCR. Images are processed on-device; only extracted text is saved.
• NFC (Core NFC): Read/write NFC tags for physical context switching.
• Apple Music (MediaPlayer): Currently playing track used as a mood and energy signal for AI context. Never stored or transmitted.
• Face ID / Touch ID: Biometric authentication for securing saved SSH credentials and sensitive operations. Biometric data is managed entirely by Apple's Secure Enclave; Arc Labs never accesses biometric data.
• Siri & Shortcuts: Voice commands for thought capture and knowledge graph search via SiriKit intents.
• Speech Recognition: On-device transcription for voice-to-text thought capture. Uses Apple's on-device speech engine when available.
• Apple Intelligence (Foundation Models): On-device AI processing for auto-tagging, summarization, and pattern synthesis. All inference runs locally on your device hardware. No data is sent to Apple or any third party.

8.3 Apple Watch

The Synap Apple Watch companion app captures voice thoughts via on-device speech recognition (Apple Speech framework). Transcribed text syncs to your paired iPhone via Apple WatchConnectivity. No Watch data is transmitted directly to Arc Labs servers. The Watch app may also read heart rate and activity data via HealthKit, subject to the same commitments in Section 9.1.

8.4 Background Processing

Synap may perform background processing (knowledge graph sync, data refresh) when the app is not actively in use, subject to iOS background task scheduling. Background tasks are limited to sync operations and do not access device sensors or collect new data.

9. Term and Termination

9.1 Term

These Terms are effective as of the date you first access or use the Services and continue until terminated as provided herein.

9.2 Termination by You

You may terminate your account at any time by contacting us at keep@synap.ing or through the account settings in the applicable Service. For subscription services, termination takes effect at the end of the current billing period. No refunds will be issued for partial billing periods unless required by applicable law.

9.3 Termination by Arc Labs for Cause

We may suspend or terminate your access to the Services for cause, including:

• Material violation of these Terms or our Acceptable Use Policy, after providing written notice and a 30-day period to cure the violation (except for violations of Section 4 involving illegal activity, where immediate suspension is permitted)
• Non-payment of fees after the notice and cure period in Section 6.6
• Conduct that poses an imminent threat of harm to other users, third parties, or Arc Labs' systems (immediate suspension permitted, with written explanation within 48 hours)

9.4 Termination by Arc Labs for Convenience

Arc Labs may terminate your access for convenience by providing at least 90 days' written notice. If Arc Labs terminates for convenience, you will receive a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

9.5 Discontinuation of Services

If Arc Labs discontinues a Service entirely, we will provide at least 180 days' advance notice, a pro-rata refund of prepaid fees, and reasonable assistance exporting your data.

9.6 Effect of Termination

Upon termination:

• Data Export: For Synap Business, you will have 30 days following termination to export your data in standard machine-readable formats (JSON, CSV). We will provide data export tools and reasonable assistance as requested. After the 30-day export period, your data will be permanently deleted from our active systems within 60 days. Upon written request, we will provide a signed certification of data deletion.
• Enterprise: Since your data resides on your infrastructure, termination of your license does not affect your access to your own data. You must cease use of the Synap software, destroy all copies, and certify destruction in writing within 30 days. Your data remains yours in whatever format it exists on your systems.
• Personal: On-device data remains on your device. Cloud account data is deleted within 30 days.
• Survival: Sections 3 (Data Ownership and IP), 4 (Acceptable Use), 5 (Representations), 8 (Device Permissions), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Dispute Resolution), and 15 (General Provisions) survive termination.

10. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARC LABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, INCLUDING ANY WARRANTIES UNDER THE UNIFORM COMMERCIAL CODE (UCC).

WITHOUT LIMITING THE FOREGOING, ARC LABS MAKES NO WARRANTY THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS OBTAINED FROM THE USE OF THE SERVICES (INCLUDING AI-GENERATED OUTPUTS, SIGNALS, BRIEFINGS, AND ANALYSIS) WILL BE ACCURATE, COMPLETE, OR RELIABLE
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED

AI Output Disclaimer: AI-generated content, signals, briefings, and analysis provided through the Services are for informational purposes only and should not be relied upon as the sole basis for business, legal, financial, medical, or other professional decisions. AI outputs may contain inaccuracies, hallucinations, or biases. You are solely responsible for evaluating the accuracy, fitness, and appropriateness of any output generated by the Services and for any decisions or actions taken based on such output.

11. Limitation of Liability

11.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ARC LABS, ITS MEMBERS, MANAGERS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ARC LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARC LABS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO ARC LABS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

11.3 ENHANCED CAP FOR DATA BREACHES. NOTWITHSTANDING SECTION 10.2, ARC LABS' LIABILITY FOR DAMAGES ARISING FROM A BREACH OF ARC LABS' DATA SECURITY OBLIGATIONS UNDER SECTION 6 OF THE PRIVACY POLICY OR FROM ARC LABS' UNAUTHORIZED DISCLOSURE OF YOUR CONFIDENTIAL INFORMATION SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO ARC LABS DURING THE TWENTY-FOUR (24) MONTHS PRECEDING THE EVENT, OR (B) FIVE HUNDRED THOUSAND UNITED STATES DOLLARS (USD $500,000.00). ENTERPRISE TIER ORDER FORMS MAY SPECIFY DIFFERENT LIABILITY CAPS FOR DATA BREACHES.

11.4 BASIS OF THE BARGAIN. THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ARC LABS. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

11.5 EXCEPTIONS. Nothing in this Section shall limit Arc Labs' liability for: (a) death or personal injury caused by our negligence, (b) fraud or fraudulent misrepresentation, (c) willful misconduct or gross negligence, (d) Arc Labs' indemnification obligations under Section 12.2, or (e) any liability that cannot be excluded or limited under applicable law (including liability under the California Consumer Legal Remedies Act, Cal. Civ. Code §1750 et seq., to the extent it cannot be waived).

11.6 STATUTE OF LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIMANT FIRST KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM. FAILURE TO BRING A CLAIM WITHIN THIS PERIOD CONSTITUTES A WAIVER OF SUCH CLAIM.

12. Indemnification

12.1 Your Indemnification of Arc Labs

You agree to indemnify, defend, and hold harmless Arc Labs and its members, managers, affiliates, officers, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

• Your use of the Services in violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third party's rights, including intellectual property, privacy, or publicity rights
• Any data or content you create, store, or transmit through the Services that infringes a third party's rights
• Your failure to maintain the security of your account credentials

12.2 Arc Labs' Indemnification of You (IP Indemnity)

Arc Labs will defend you from and against any third-party claim that the Services, as provided by Arc Labs and used in accordance with these Terms, infringe any third party's valid United States patent, copyright, or trade secret ("IP Claim"), and Arc Labs will indemnify you against any damages, costs, and attorneys' fees finally awarded against you or agreed to in settlement of such IP Claim, provided that:

• You provide prompt written notice of the IP Claim to Arc Labs
• You grant Arc Labs sole control of the defense and settlement of the IP Claim
• You provide reasonable cooperation at Arc Labs' expense

Arc Labs' IP indemnification obligations do not apply to claims arising from: (a) modifications you make to the Services, (b) your combination of the Services with third-party products or services not provided or approved by Arc Labs, (c) your use of the Services in violation of these Terms, or (d) your continued use of a version of the Services after Arc Labs has provided a non-infringing alternative.

If the Services become, or in Arc Labs' opinion are likely to become, the subject of an IP Claim, Arc Labs may, at its option and expense: (a) procure the right for you to continue using the Services, (b) modify the Services to make them non-infringing while maintaining substantially equivalent functionality, or (c) if neither (a) nor (b) is commercially practicable, terminate your access to the affected Services and refund any prepaid fees for the unused portion of the subscription term.

This Section 12.2 states Arc Labs' entire liability and your sole remedy with respect to any IP Claim.

12.3 Indemnification Procedures

The indemnifying party will provide the indemnified party with prompt written notice of any claim and will cooperate reasonably with the defense. The indemnifying party reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification, in which event the indemnified party agrees to cooperate with such defense. No settlement that imposes obligations on the indemnified party (other than payment covered by the indemnification) may be made without the indemnified party's prior written consent.

For Enterprise Tier customers: indemnification terms specified in your Order Form supersede this Section to the extent of any conflict.

13. Confidentiality

13.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with the Services that is designated as confidential or that the Recipient should reasonably understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to: pricing terms, business plans, technical specifications, product roadmaps, customer lists, and non-public features of the Services.

13.2 Obligations

The Recipient agrees to: (a) use the Discloser's Confidential Information solely for the purpose of performing under or exercising rights granted by these Terms; (b) protect the Discloser's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose the Discloser's Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms.

13.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient, (b) was already known to the Recipient prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

13.4 Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Recipient: (a) provides the Discloser with prompt written notice (to the extent permitted by law), (b) cooperates with the Discloser's efforts to obtain a protective order, and (c) discloses only the minimum amount of Confidential Information necessary to comply.

13.5 Publicity

Neither party may use the other party's name, logo, or trademarks in any public statement, press release, marketing material, or customer list without the other party's prior written consent. Arc Labs will not identify you as a customer in any public-facing materials without your express written permission.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@synap.ing and attempt to resolve the dispute informally for at least 60 days. Most disputes can be resolved through good-faith negotiation.

14.2 Binding Arbitration

IF INFORMAL RESOLUTION IS UNSUCCESSFUL, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION administered by JAMS under its Streamlined Arbitration Rules and Procedures, except as modified by this Section. The arbitration shall be conducted by a single arbitrator in Los Angeles County, California, or at another mutually agreed location.

The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including whether a claim is subject to arbitration. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Arbitration Fees

For individual consumer claims where the amount in controversy is less than $75,000: Arc Labs will pay all JAMS filing fees, arbitrator compensation, and administrative expenses. Each party bears its own attorneys' fees unless the arbitrator awards fees to the prevailing party. For Entity claims or claims exceeding $75,000: fees and costs are allocated as provided by JAMS rules.

14.4 Mass Arbitration

If 25 or more individuals submit demands for arbitration raising substantially similar claims against Arc Labs, and the individuals or their counsel are coordinating, the claims shall be treated as a mass arbitration. In such case, JAMS' Mass Arbitration Procedures shall apply. The parties agree to a bellwether process: up to 10 representative claims will be selected (5 by each side) and arbitrated individually. The results of the bellwether arbitrations shall be used to inform the resolution of the remaining claims through mediation or further arbitration. No more than 10 arbitrations may proceed simultaneously without Arc Labs' consent.

14.5 Class Action Waiver

YOU AND ARC LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate proceedings or preside over any form of representative or class proceeding unless both parties expressly agree in writing. This class action waiver does not apply to claims brought under the California Consumer Legal Remedies Act (CLRA) to the extent that the CLRA prohibits waiver of class action rights.

14.6 Exceptions to Arbitration

Notwithstanding the foregoing: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information — the parties acknowledge that such violations may cause irreparable harm for which monetary damages would be an inadequate remedy; (b) claims within the jurisdiction of small claims court may be filed in small claims court in Los Angeles County, California; and (c) Enterprise Tier customers with Order Forms that specify alternative dispute resolution procedures shall follow those procedures.

14.7 Opt-Out

You may opt out of the arbitration and class action waiver provisions in Sections 14.2 through 14.5 by sending written notice to legal@synap.ing within 30 days of first accepting these Terms. Your notice must include your name, mailing address, email address associated with your account, and a clear statement that you wish to opt out of the arbitration provisions. If you opt out, disputes will be resolved exclusively in the state or federal courts located in Los Angeles County, California.

15. General Provisions

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. To the extent that any legal action is filed in court (as permitted under Section 14), you consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Arc Labs with respect to the Services and supersede all prior or contemporaneous communications and proposals, whether oral or written. Enterprise Tier Order Forms may modify or supplement these Terms; in the event of conflict, the Order Form controls.

15.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

15.4 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

15.5 Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. Arc Labs may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by these Terms. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of telecommunications or information systems infrastructure, hacking, cyber-attacks, DDOS attacks, or government actions or orders. The affected party must provide prompt written notice and use commercially reasonable efforts to mitigate the impact.

15.7 Notices

All legal notices to Arc Labs must be sent to legal@synap.ing. Notices to you will be sent to the email address associated with your account. Notices are deemed received: (a) when sent by email, on the date of transmission if sent during normal business hours, otherwise on the next business day; or (b) when delivered by certified mail or recognized overnight courier, upon confirmed delivery.

15.8 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except as expressly provided in an Enterprise Tier Order Form.

15.9 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and sanctions programs maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC). You represent and warrant that you are not: (a) located in, or a resident or national of, any country subject to U.S. trade sanctions or embargoes; (b) listed on any U.S. government restricted parties list; or (c) acting on behalf of any entity described in (a) or (b).

15.10 Anti-Corruption

Each party represents that it has not made, offered, or authorized, and will not make, offer, or authorize, any payment, gift, or transfer of anything of value, directly or indirectly, to any government official, political party, or candidate for political office for the purpose of influencing any official act, in violation of the U.S. Foreign Corrupt Practices Act (FCPA) or any other applicable anti-corruption law.

15.11 U.S. Government End Users

If you are a U.S. Government end user, the Services are deemed "commercial computer software" and "commercial computer software documentation" pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in these Terms.

15.12 Accessibility

Arc Labs is committed to making the Services accessible to individuals with disabilities. We strive to conform to Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you experience accessibility barriers, please contact us at keep@synap.ing and we will make commercially reasonable efforts to provide accessible alternatives.

16. Beta Services and Early Access

We may offer certain features, products, or services on a beta, preview, early access, or similar basis ("Beta Services"). Beta Services are provided "as is" without any warranties, service level commitments, or indemnification obligations. We may discontinue Beta Services at any time without notice. Your use of Beta Services may be subject to additional terms communicated at the time of enrollment.

By participating in a beta program or waitlist, you acknowledge that:

• Beta Services may contain bugs, errors, and instabilities
• Features and pricing may change materially before general availability
• Data created during beta periods may not be preserved when the Service transitions to general availability, and we will provide reasonable notice and export opportunities before any data migration or deletion
• We may collect additional usage data and feedback during beta periods to improve the Services, as described in our Privacy Policy
• Beta Services do not constitute a commitment by Arc Labs to release a generally available version

17. Apple Platform Terms

If you access the Service through an Apple device (iPhone, iPad, Apple Watch, Apple Vision Pro), the following additional terms apply as required by Apple's Developer Program License Agreement:

• Acknowledgment: These Terms are between you and Arc Labs only, not Apple Inc. ("Apple"). Arc Labs, not Apple, is solely responsible for the Service and its content.
• Scope of License: The license granted to you for Synap Mobile is limited to a non-transferable license to use the application on any Apple device that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
• Maintenance and Support: Arc Labs is solely responsible for providing maintenance and support for the Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.
• Warranty: In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Service to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty are Arc Labs' sole responsibility.
• Product Claims: Arc Labs, not Apple, is responsible for addressing any claims relating to the Service or your possession and/or use of the Service, including but not limited to: (a) product liability claims, (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection, privacy, or similar legislation.
• Intellectual Property Claims: In the event of any third-party claim that the Service or your possession and use of the Service infringes that third party's intellectual property rights, Arc Labs, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, as set forth in Section 12.2.
• Third-Party Beneficiary: Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by: (a) posting the updated Terms on our website with a revised "Last Updated" date, and (b) for active subscribers, sending an email notification at least 30 days before the changes take effect. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and terminate your account before the changes take effect. If you terminate solely due to a material adverse change in these Terms, you will receive a pro-rata refund of any prepaid fees.

For Enterprise Tier customers with executed Order Forms, changes to these Terms will not modify the terms of your Order Form during its current term.

19. Contact Information