Last Updated: July 15, 2022
Please read this Terms of Service agreement (the “Terms of Service”) carefully. The services and resources available or enabled via https://www.synura.com/ (the “Website”) and the software made available by Synura, including but not limited to any Synura APIs and/or SDKs, as well as any associated documentation (the “Software”) (each a “Service” and collectively, the “Services”), are controlled by Synura Inc. (“Synura”, “us”, “we”, or “our”). These Terms of Service, along with all supplemental terms that may be presented to you for your review and acceptance (collectively, the “Agreement”), govern your access to and use of the Services. By clicking on the “I Accept” button, completing the registration process, downloading the Software, or otherwise accessing or using any of the Services, you represent that (1) you have read, understand, and agree to be bound by the Agreement, (2) you are of legal age to form a binding contract with Synura, and (3) you have the authority to enter into the Agreement personally or on behalf of the legal entity identified during the account registration process, and to bind that legal entity to the Agreement. The term “you” refers to the individual or such legal entity, as applicable. If you, or if applicable, such legal entity, do not agree to be bound by the Agreement, you, and if applicable, such legal entity, may not access or use any of the Services.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM, THE AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SYNURA’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 7.6 (AUTOMATIC RENEWAL) BELOW.
PLEASE BE AWARE THAT SECTION 15 (DISPUTE RESOLUTION) OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Please be aware that Section 1.4 (Synura Communications) of the Agreement below contains your opt-in consent to receive communications from Synura, including, as applicable, via email and push notification.
Please note that the Agreement is subject to change by Synura in its sole discretion at any time. When changes are made, Synura will make a copy of the updated Agreement available at the Website and update the “Last Updated” date at the top of these Terms of Service. If we make any material changes to the Agreement, we will provide notice of such material changes on the Website and attempt to notify you by sending an email to the email address provided during your account registration. Any changes to the Agreement will be effective immediately for new users of the Services and will be effective for existing Registered Users (defined below) upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms of Service, or (b) your consent to and acceptance of the updated Agreement if Synura provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Synura may require before further use of the Services is permitted. If you do not agree to the updated Agreement, you must stop using all Services upon the effective date of the updated Agreement. Otherwise, your continued use of any of the Services after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Website to view the then-current Agreement. You agree that Synura’s continued provision of the Services is adequate consideration for the changes in the updated Agreement.
USE OF THE SERVICES. The Services, and the information and content available on them, are protected by applicable intellectual property laws. Unless subject to a separate license between you and Synura, your right to use any and all Services is subject to the Agreement.
1.1. Synura Software. Use of the Software is governed by the Agreement. Subject to your compliance with the Agreement, Synura grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software in object code form only for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement. Some Software may be offered under open source licenses that we will make available to you upon your request. There may be provisions in the open source licenses that expressly override some of these terms.
1.2. Limited Source Available License. Subject to your compliance with this Agreement, Synura grants you a limited right to access and review the source code form of the Software (“Source Code”) solely for your internal review, testing, and evaluation purposes. You may not: (a) distribute, sublicense, sell, publish, or otherwise make the Source Code available to any third party for any purpose; or (b) use the Source Code for or in any production or commercial purpose, including but not limited to developing, marketing, or selling any products similar or related to the Software. Notwithstanding the foregoing, you may modify and publish patches to the Source Code for the sole purpose of making contributions back to Synura (such modifications referred to herein as “Contributions”). If you choose to make any Contributions to the Source Code, you agree that such Contributions are the sole property of Synura and you hereby assign to Synura your entire right, title, and interest in any such Contributions and any intellectual property rights embodied therein. You further agree to execute any assignments, oaths, declarations and other documents as may be requested by Synura to effect the foregoing. For the avoidance of doubt, this Section 1.2 (Limited Source Available License) applies regardless of whether you have signed up for a paid subscription term to the Services.
1.3. Updates. You understand that the Services are evolving. As a result, Synura may require you to accept updates to the Services that you have installed on your computer. You acknowledge and agree that Synura may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
1.4. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Synura’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except as otherwise expressly permitted by Section 1.2 and to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Synura and its suppliers and service providers reserve all rights not granted in the Agreement.
1.5. Synura Communications. By entering into the Agreement or using the Services, you agree to receive communications from us, including via email or push notification through the Services. Communications from Synura may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning the Synura and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
2.1. Registering Your Account. In order to access certain features of the Services you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account with Synura through the Services (“Account”) or who has a valid account on a third-party service such as Google or Slack (“Third-Party Service”) through which the user has connected to the Services (each such account, a “Third-Party Account”).
2.2. Access Through a Third-Party Service. If you access the Services through a Third-Party Service as part of the functionality of the Services, you may link your Account with Third-Party Accounts by allowing Synura to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your Third-Party Account. You represent that you are entitled to grant Synura access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your Third-Party Account and without obligating Synura to pay any fees or making Synura subject to any usage limitations imposed by such Third-Party Service. By granting Synura access to any Third-Party Accounts, you understand that Synura may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and other materials accessible through the Services that you have provided to and stored in your Third-Party Account (“Third-Party Service Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in the Agreement, all Third-Party Service Content shall be considered to be Your Content (as defined in Section 3.1 (Types of Content)) for all purposes of the Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable, or Synura’s access to such Third-Party Account is terminated by the Third-Party Service, then Third-Party Service Content will no longer be available on and through the Services. If you select settings within the Services to link with a Third-Party Account, you grant Synura permission to transfer, store, share, make available, and publish your Content to your Third-Party Accounts(s) as directed by you within the Services. Please note that if a Third-Party Account or associated service becomes unavailable, or if Synura’s access to such Third-Party Account is terminated by the applicable third-party service provider, then Synura may not publish your Content to such Third-Party Account. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY SERVICE ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SYNURA DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY SERVICE ACCOUNTS. Synura makes no effort to review any Third-Party Service Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Synura is not responsible for any Third-Party Service Content.
2.3. Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You may not share your Account login or password with anyone, and you agree to (y) notify Synura immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Synura has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Synura has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Synura reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Synura, or if you have been previously banned from any of the Services.
2.4. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Synura.
2.5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
RESPONSIBILITY FOR CONTENT
3.1. Types of Content. For purposes of this Agreement, the term “Content” includes, without limitation, information, videos, audio files, data, text, photographs, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Synura, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Synura, are similarly responsible for all Content that you and they make available through the Services (“User Content”).
3.2. No Obligation to Pre-Screen Content. You acknowledge that Synura has no obligation to pre-screen User Content, although Synura reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into the Agreement, you hereby provide your irrevocable consent to Synura’s monitoring of Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Synura pre-screens, refuses or removes any of Your Content, you acknowledge that Synura will do so for Synura’s benefit, not yours. Without limiting the foregoing, Synura shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable.
3.3. Storage. Synura has no responsibility or liability for the accuracy of any User Content, including Your Content; or the security, privacy, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for choosing the appropriate level of access to Your Content. If you do not so choose, the Services may default to the most permissive setting. You agree that Synura retains the right to create reasonable limits on Synura’s use and storage of User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Synura in its sole discretion.
4.1. Services. Except with respect to Your Content and other User Content, you agree that Synura and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Synura software). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
4.2. Trademarks. Synura’s name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of Synura and may not be used without permission in connection with your, or any third-party, products or services. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
4.3. Your Content. Synura does not claim ownership of Your Content. However, when you post or publish Your Content on or in any Services, you represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Without limiting the foregoing, you may not post a video, photograph, or any personally identifying information of another person without that person’s permission.
4.4. License to Your Content. Subject to any applicable Account settings that you select, you grant Synura a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to access, use, import, edit, modify, truncate, aggregate, adapt, reproduce, distribute, display, publish, disclose, transmit, prepare derivative works of, store, cache, and perform Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to other Registered Users as identified by you as part of your organization or as otherwise selected by you through the Services (each, a “Team Member”). Please remember that your Team Members may search for, see, use, modify and reproduce any of Your Content that you elect to share with such Team Members, each as elected by you through the Services. When you elect to share Your Content to other Registered Users, including your Team Members, you understand that each such Registered User has the ability to view, access, and display Your Content, including after termination of your Account or use of the Services. In addition, when you share Your Content to other Registered Users, you may choose to grant the applicable Registered User any or all of the following additional rights: download Your Content, publish a link to Your Content, and/or invite third parties to view, access, and display Your Content. You agree that you, not Synura, are responsible for all of Your Content.
4.5. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Synura to identify you by your username (which may be a pseudonym) as the contributor of Your Content.
4.6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Synura through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Synura has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Synura a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Synura’s business.
USER CONDUCT. As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any Content on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk email; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Synura’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Synura; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
INTERACTIONS WITH OTHER USERS
6.1. User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Synura reserves the right, but has no obligation, to intercede in such disputes. You agree that Synura will not be responsible for any liability incurred as the result of such interactions.
6.2. Content Provided by Other Users. The Services may contain User Content provided by other Registered Users. Synura is not responsible for and does not control User Content. Synura has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
FEES AND PURCHASE TERMS
7.1. Service Subscription Fees. If you sign up for a paid subscription term to the Services, you will be responsible for payment of the applicable fees for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription type and payment package (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Synura for the Services until Synura accepts your order by a confirmatory email or other appropriate means of communication.
7.2. Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable in accordance with the Services. Synura reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by email delivery to you. If you sign up for a paid subscription term to the Services, you must provide Synura or its Payment Processor (as defined in Section 7.3) with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or any other payment provider as accepted by Synura in its sole discretion (each, a “Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card or other Payment Provider account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Synura or its Payment Processor with your credit card number or other Payment Provider account and associated payment information, you agree that Synura is authorized to immediately invoice your Account for all fees and charges as they become due and payable and that no additional notice or consent is required. You agree to immediately notify Synura or its Payment Processor of any change in your billing address or the credit card or other Payment Provider account used for payment hereunder.
7.4. Taxes. The payments required under Section 7.1 (Service Subscription Fees) of this Agreement do not include any Sales Tax that may be due in connection with the services provided under the Agreement. If Synura determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Synura may collect such Sales Tax in addition to the payments required under Section 7.1 (Service Subscription Fees) of the Agreement. If any Services or payments for any Services under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Synura, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Synura for any liability or expense Synura may incur in connection with such Sales Taxes. Upon Synura’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
7.5. Withholding Taxes. You agree to make all payments of fees to Synura free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Synura will be your sole responsibility, and you will provide Synura with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
7.6. Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Synura’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Synura that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Synura notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, please contact Synura at email@example.com or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing for a paid subscription, you authorize Synura to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Synura does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Synura may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
7.7. Free Subscriptions, Trials and Other Promotions. If you register for a free tier of the Services, you will not be charged unless you either upgrade your Account to a paid subscription level, or attempt to access features of the Services which are only available for paid subscription types. You will be prompted to provide a Payment Provider within the Services if you attempt to access such features. Any free trial or other promotion that provides paid subscription-level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Synura to have the charges reversed.
INDEMNIFICATION. You agree to indemnify and hold Synura, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Synura Party” and collectively, the “Synura Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of any Service in violation of the Agreement; (c) your violation of any rights of another party, including any Registered Users; or (d) your violation of any applicable laws, rules or regulations. Synura reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Synura in asserting any available defenses. This provision does not require you to indemnify any of the Synura Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.
DISCLAIMER OF WARRANTIES AND CONDITIONS
9.1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SYNURA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
9.1.a. SYNURA MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
9.1.b. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SYNURA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9.1.c. FROM TIME TO TIME, SYNURA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SYNURA’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
9.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SYNURA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SYNURA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU RELEASE SYNURA FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE SERVICES. WE MAKE NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, OR LEGALITY OF MATERIAL OR CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES.
9.3. Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Synura to monitor such materials and that you access these materials at your own risk.
LIMITATION OF LIABILITY
10.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SYNURA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SYNURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SYNURA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SYNURA PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SYNURA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SYNURA PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO SYNURA BY YOU DURING THE THREE (3)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SYNURA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SYNURA PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SYNURA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYNURA AND YOU.
11.1. Procedure for Making Claims of Copyright Infringement. Synura respects the intellectual property rights of others and follows the requirements set forth in the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. It is Synura’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Synura by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing, such as a URL; (d) your address, telephone number and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Synura’s Copyright Agent for notice of claims of copyright infringement is as follows:
Jason Yavorska 548 Market St PMB 25791 San Francisco, CA 94104 Email: firstname.lastname@example.org
11.2. Synura’s Actions Upon Receipt of Notifications of Claimed Infringement. If Synura receives a complete notification from a rights holder or someone acting on their behalf claiming that content on a channel infringes the rights holder’s copyright, Synura generally notifies the applicable Registered User. At the same time, we will generally remove or disable access to recorded or other content containing the claimed infringing material. We may suspend an Account if the claimed infringement is continuing at the time we receive the rights holder’s notification.
11.3. Synura’s Actions Upon Receipt of Counter-Notifications. If Synura receives a complete counter-notification from the applicable Registered User, Synura generally notifies the claimant who submitted the original notification. At the same time, we may restore recorded content containing the claimed infringing material. Disputed notifications generally will not qualify for a strike under our Repeat Infringer Policy (discussed in more detail below), unless and until the dispute has been resolved by the applicable Registered User and the rights holder. Please note that Synura may not be able to reinstate certain material or access to it due to factors such as the passage of time or the format in which the material was broadcast or stored.
11.4. Synura’s Actions Upon Receipt of Retractions. If Synura receives a retraction from a rights holder or someone acting on their behalf, we may restore recorded content containing the claimed infringing material and the disputed notification will not qualify for a strike under our Repeat Infringer Policy (as provided by Section 11.7 (Repeat Infringer Policy)). Please note that Synura may not be able to reinstate certain material or access to it due to factors such as the passage of time or the format in which the material was broadcast or stored.
11.5. How to Submit a Counter-Notification. If you are a Registered User and a notification of claimed infringement has been submitted against Your Content, we encourage you to review the details we have provided and consider your options. If you believe that the notification, and any action Synura has taken as a result, was sent due to a mistake (for example, you believe your actions qualify as fair use under U.S. law) or misidentification, then you may send us a counter-notification. To send a counter-notification, please provide all of the following information: (a) URL(s) where the material that was the subject of the notification of claimed infringement appeared before it was identified, removed, or access to it was disabled; (b) name of the claimant who submitted the notification; (c) your Synura username, if any; (d) your full legal name; (e) your email address; (f) your full postal address; (g) your phone number; and (h) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you have a good faith belief that the material identified in the notification was identified, removed, and/or disabled as a result of mistake or misidentification. You also have the option to explain why you believe there was a mistake or misidentification. Counter-notifications that include all of the information above should be sent to Synura’s Copyright Agent as identified in Section 11.1 (Procedure for Making Claims of Copyright Infringement). Keep in mind that failure to provide this information could result in Synura being unable to take action in response to your counter-notification.
11.6. How to Submit a Retraction. If you are a Registered User who has received a notification of claimed infringement, you can seek a retraction by reaching out to the rights holder or agent who sent the notification directly. Synura will honor retractions of notifications from the party that originally submitted the notifications. If you are a rights holder or agent who submitted a notification that you wish to retract, please contact Synura’s Copyright Agent as identified in Section 11.1 (Procedure for Making Claims of Copyright Infringement) with the following information: (a) the date of your original notification; (b) the copyrighted work(s) allegedly infringed; (c) the URL(s) where the allegedly infringing material could be found; and (d) a signature.
11.7. Repeat Infringer Policy. Synura will terminate a Registered User’s access to the Services if such Registered User is determined by Synura to be a “repeat infringer” of copyrighted works on the Services. Under our policy, a Registered User will be considered a repeat infringer if they accrue three copyright strikes. Furthermore, we may in appropriate cases and at our sole discretion, limit access to the Services and/or terminate the Accounts of any Registered User who blatantly and egregiously infringes the intellectual property rights of others, whether or not repeat infringement has occurred. Registered Users generally earn a strike when Synura receives a complete notification of infringement and does not receive a complete counter-notification regarding the alleged infringement or a retraction of the notification. Strikes are not permanent, but rather are associated with an Account for enough time for Synura to determine whether the Registered User is engaging in repeated infringement such that termination is necessary under this policy. When determining whether Registered Users are repeat infringers under this policy, we take into consideration complete notifications of claimed infringement from rights holders, complete counter-notifications from Registered Users, retractions from rights holders, and other relevant factors and circumstances. Synura may also ask the complainant and/or Registered User for more information where we think it’s necessary to fairly apply our Repeat Infringer Policy. If a relevant court rules that a Registered User is an “infringer” or “repeat infringer” on Synura, we will take that ruling as conclusive under our Repeat Infringer Policy. To provide judicial determinations showing that a Registered User is an infringer, or a repeat infringer, on the Services, please forward it to our Synura’s Copyright Agent as identified in Section 11.1 (Procedure for Making Claims of Copyright Infringement) with “court ruling regarding infringer/repeat infringer” in the subject line. Synura personnel will review the submission and may contact the complainant and/or Registered User to verify the court ruling and understand its scope.
MONITORING AND ENFORCEMENT. Synura reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Synura; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (d) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.
If Synura becomes aware of any possible violations by you of the Agreement, Synura reserves the right to investigate such violations. If, as a result of the investigation, Synura believes that criminal activity has occurred, Synura reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Synura is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Synura’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Synura, its Registered Users or the public, and all enforcement or other government officials, as Synura in its sole discretion believes to be necessary or appropriate.
TERM AND TERMINATION
13.1. Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
13.2. Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.
13.3. Termination of Services by Synura. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case Synura will refund your Service Subscription Fee, if already paid pursuant to Section 7.1 (Service Subscription Fees) or 7.2 (Payment), for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Synura is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Synura has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Synura’s sole discretion and that Synura shall not be liable to you or any third party for any termination of your Account.
13.4. Termination of Services by You. If you want to terminate the Services provided by Synura, you may do so by (a) notifying Synura at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Synura’s address set forth below. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 7.6 (AUTOMATIC RENEWAL).
13.5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Synura will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13.6. No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other Synura community, is discontinued by Synura due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Synura community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Synura reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Synura intends to announce such Services or Content in your country. The Services are controlled and offered by Synura from its facilities in the United States of America. Synura makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires U.S. users to arbitrate disputes with Synura and limits the manner in which you can seek relief from us.
15.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Synura, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify, and (b) you or Synura may seek equitable relief in court for infringement or other misuse of intellectual property rights. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
15.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Resident Agents Inc., 8 The Green, Ste R, City of Dover, County of Kent, 19901. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Synura will pay them for you. In addition, Synura will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
15.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Synura. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
15.4. Waiver of Jury Trial. YOU AND SYNURA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Synura are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
15.5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in Santa Clara County, California. All other disputes, claims, or requests for relief shall be arbitrated.
15.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: email@example.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Synura username (if any), the email address you used to set up your Synura account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
15.7. Severability. Except as provided in Section 15.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
15.8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Synura.
15.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Synura makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Synura at the following address: firstname.lastname@example.org.
THIRD-PARTY WEBSITES AND APPLICATIONS. The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Synura. Synura is not responsible for any Third-Party Websites or Third-Party Applications. Synura provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, the Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
17.1. Governing Law. Any dispute, claim or request for relief relating in any way to your use of the services will be governed and interpreted by and under the laws of the state of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.
17.2. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Synura agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
17.3. Electronic Communications. The communications between you and Synura may take place via electronic means, whether you visit the Services or send Synura emails, or whether Synura posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Synura in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Synura provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
17.4. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Synura’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
17.5. Force Majeure. Synura shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
17.6. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
17.7. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
17.8. Notice. Where Synura requires that you provide an email address, you are responsible for providing Synura with your most current email address. In the event that the last email address you provided to Synura is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Synura’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Synura at the following address: Resident Agents Inc., 8 The Green, Ste R, City of Dover, County of Kent, 19901. Such notice shall be deemed given when received by Synura by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
17.9. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17.10. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
17.11. Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Synura are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Synura products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
17.12. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
17.13. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
INTERNATIONAL PROVISIONS. The following provisions shall apply only if you are located in the countries listed below.
18.1. United Kingdom. A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
18.2. Germany. Notwithstanding anything to the contrary in Section 10 (Limitation of Liability), Synura is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).