SINDRO, INC. CONSUMER MEMBER Terms of Use AGREEMENT
Last Revised: 5/20/2020
The following terms and conditions (the “Member Agreement”) constitute a legal, binding agreement between you (including your heirs, assigns, and successors)(collectively, “you”, “your”) and Sindro, Inc. (“Sindro,” “we,” “our,” or “us”) with respect to your use of Sindro’s consumer web-based application at www.sindro.io (the “Site”), and the services available on the Site, including the ability to perform aggregated searches, then schedule and pay for wellness services, including fitness, beauty, integrative health and other services offered by participating businesses and independent contractors/practitioners who subscribe to our online business management software (“Sindro Clients”)(collectively, the “Services”), including any Content (as defined in Section 2 below). Please read this Member Agreement carefully. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR DOWNLOADING, AND/OR ACCESSING OR USING THE SITE IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS MEMBER AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SINDRO, or that you have reviewed these terms of use with youR PARENT OR LEGAL guardian and HE OR SHE AGREES TO THIS MEMBER AGREEMENT on your behalf and takes full responsibility for your compliance with them, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS MEMBER AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS MEMBER AGREEMENT OR OUR PRIVACY POLICY, YOU MAY NOT ACCESS OR USE THE SITE. If you are under 18 years of age, you understand that you cannot later void this agreement with SINDRO as a minor without losing access to THE SERVICES and your parent OR LEGAL GUARDIAN being held responsible for your actions and any obligations you have incurred while accessing and using the SERVICES as if you were an adult.
THIS MEMBER AGREEMENT INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SITE OR THE SERVICES, THIS MEMBER AGREEMENT AND/OR OUR PRIVACY POLICY TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE DISPUTE RESOLUTION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. MORE INFORMATION ABOUT THE ARBITRATION AND CLASS ACTION WAIVER CAN BE FOUND IN SECTION 20 (ARBITRATION AGREEMENT) BELOW.
THIS MEMBER AGREEMENT ALSO INCLUDES A JURY TRIAL WAIVER.
1. Changes to Member Agreement. We may revise and update this Member Agreement from time to time in our sole discretion. The date this Member Agreement was last updated is set forth at the top of this page. All changes are effective 30 days after posting for current users and immediately for new users, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Member Agreement means that you accept and agree to the changes.
2. Scope of and Restrictions on Use. Subject to this Member Agreement, Sindro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use or legitimate business purposes, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Services (collectively, the “Content”). Except as otherwise provided in this Member Agreement, the Content may not be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed, reused, or modified for any purpose, without the express written permission of Sindro. You agree not to:
· collect information from the Services using an automated software tool or manually on a mass basis;
· use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
· obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
· “flood” the Services with requests or otherwise overburden, disrupt, or harm the Services or our systems;
· restrict or inhibit other users from accessing or using the Services;
· modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or in the Content; or
· access or use the Services or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein.
3. Ownership. The Services (including the Content) are owned by Sindro and its licensors and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Site are registered and unregistered marks of Sindro and its licensors. You acknowledge and agree that, as between you and Sindro, Sindro is and shall remain the sole owner of the Services and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.
4. Account Registration and Security. Access to and use of certain Services may require you to register for an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You may not share your account with anyone or allow anyone else to access or use your account, other than your parents or legal guardians who have rights to access and manage your account if you are a minor. If you are a parent or legal guardian, you may permit your child to use the account instead of you, however you are liable for the activities of your child. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify Sindro of any unauthorized use of your account, or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your username or password.]
5. User Content.
5.1. User Content and Restrictions. The Services may enable users to submit, upload, post, share, display, or transmit to other users (hereinafter, “post”) ideas, information, materials, videos, photos, audio files, text, images and other user-generated content (collectively, “User Content”) and interact with others through user comment areas, message boards, and similar user-to-user areas. You may not post any User Content that:
· is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy rights or right of publicity, or otherwise objectionable;
· constitutes or promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
· contains any material that could give rise to any civil or criminal liability under any applicable laws, rules, or regulations or that otherwise may be in conflict with this Member Agreement;
· infringes upon, misappropriates, or otherwise violates any intellectual property rights or other rights of a third party;
· encourages criminal conduct;
· contains false, misleading, fraudulent, or deceptive claims or content;
· gives the impression that it emanates from or is endorsed by Sindro or any other person or entity, if this is not the case; or
· contains any virus, malware, spyware, or other harmful content or code.
5.2. Rights You Grant to Us. You hereby grant to Sindro an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Services for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to so-called “rental rights,” “moral rights,” and all rights of “droit moral” in that User Content, even if the User Content is altered or changed in a manner not agreeable to you. If you post User Content, you represent and warrant to Sindro that you own or control all rights in and to such User Content and have the right to grant the rights above to us.
5.3. No Responsibility. You agree that you are solely responsible for your User Content, and you acknowledge and agree that Sindro is not responsible for, and does not endorse, any User Content.
5.4. No Obligation to Prescreen, Monitor or Use. Sindro does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any User Content posted on or through the Services. However, Sindro retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move User Content posted on or through the Services. You acknowledge and agree that we are not obligated to post, keep, or use your User Content.
5.5. Submitted Ideas. While we appreciate your interest in the Services and our business, Sindro does not want and cannot accept any ideas or information users consider confidential and/or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of Sindro might seem to others to be similar to users’ own creative ideas, suggestions, and/or materials. Except with respect to your personal information as expressly provided for in our Privacy Policy [www.sindro.io/privacypolicy], all comments, suggestions, ideas, drawings, concepts, or other information or materials disclosed or offered to us by you via the Services or in response to solicitations on the Site shall be deemed to be non-confidential and non-proprietary.
5.6. Your Representations and Warranties. You represent and warrant to us that: (a) you are eligible to register and use the Sindro Account and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (e) you will not use the Sindro Account, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services and Sindro Account will be in compliance with this Agreement.
6. Electronic Communications. The communications between you and Sindro via the Services use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7. Online Purchases and Other Terms and Conditions.
7.1. Account Registration. To make credit or debit card purchases from Sindro Clients, you must complete the registration and open an account within the Site (“Sindro Account”) by providing your first and last name and email address, completing your email verification, and associating one (1) or more valid credit or debit cards with that Sindro Account. You must provide accurate and up-to-date information. You are solely responsible for managing your Sindro Account. Your Sindro Account is non-transferrable and may not be sold, combined or otherwise shared with any third party. We reserve the right to suspend or terminate your Sindro Account if you provide inaccurate, untrue, or incomplete information or if you attempt to use your Sindro Account to engage in illegal or unethical activities. If you register for the Sindro Account through your Facebook™ account (“Facebook™ Account”), you are allowing Sindro to access your Facebook™ Account as permitted under the applicable terms and conditions that govern your use of your Facebook™ Account. You represent that you are entitled to disclose your Facebook™ Account login information to Sindro and/or grant Sindro access to your Facebook™ 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 use of your Facebook™ Account and without obligating Sindro to pay any fees or making Sindro subject to any usage limitations imposed by Facebook™. PLEASE NOTE THAT YOUR RELATIONSHIP WITH FACEBOOK™ IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH FACEBOOK™, AND SINDRO DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY FACEBOOK™ IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN YOUR FACEBOOK™ ACCOUNT.
7.2. Accepted Payment Methods. The Sindro Account allows you to make payments by those methods accepted by Sindro Clients. Typically, these are card-based methods, including cards bearing the trademarks of Visa Inc., MasterCard International Inc., Discover Inc., and/or American Express Inc. (collectively, the “Networks”). Please note that not all Sindro Clients accept all payment methods, including all card-based payment methods. The Networks accepted by each Sindro Client are displayed at www.app.sindro.io. Sindro is not a bank, and we do not offer banking services as defined by the United States Department of Treasury. We also do not offer money service business services as defined by the United States Department of Treasury. You can associate with your Sindro Account any U.S.-issued and most non-U.S. issued credit, debit, pre-paid, or gift cards with a Visa, MasterCard, American Express, or Discover logo. Sindro Clients may update at any time the list of card types that they accept and you may associate with your Sindro Account. You may not associate Health Savings Account cards with your Sindro Account, even if they have a Visa, MasterCard, American Express, or Discover logo on them.
7.3. Purchase Authorization. By associating a payment card with your Sindro Account, searching for and reserving services in the Sindro Account, and agreeing to pay for those services within the Sindro Account, you are authorizing a charge to your payment card as necessary to complete the purchase. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with a purchase you made through the Sindro Account, you also authorize a credit to your payment card to accomplish that transaction. Purchases you authorize through the Sindro Account may also be subject to terms and conditions set forth by the Networks and/or the entities that issue your card. You are responsible for complying with those terms and conditions, and you are responsible for charges and related fees and billing terms imposed by those terms and conditions as well as any fees and/or surcharges imposed by Sindro or a Sindro Client.
7.4. Customer Service Disclaimer.
You understand and agree that Sindro is not responsible for the goods and services that you purchase through the Sindro Account. Third-party merchants, including Sindro Clients, and not Sindro, provide those goods and services. These merchants, and not Sindro, are responsible for customer service related to those goods and services, including the nature, content and quality of the class or appointment, and reservation, cancellation, return and refund policies, adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with a merchant’s personnel, policies, or processes. The Networks and/or other entity issuing your payment card, and not Sindro, is responsible for customer service related to your payment card.
8. Sindro Client Loyalty Programs. Sindro Clients may choose to offer loyalty programs to reward their customers. These loyalty programs may be linked to your Sindro Account. Any such loyalty programs and any rewards associated with them are offered by the Sindro Client alone (and not by Sindro). Should you have questions about any Sindro Client loyalty program, please ask the Sindro Client for more information about the program, including any applicable terms and conditions. Rewards associated with Sindro Client loyalty programs have no cash value, and a Sindro Client may choose to discontinue its loyalty program(s) at any time.
9. Texting, Email, Direct Messaging Features Consent. Sindro may, from time to time, offer text message, email and/or direct messaging programs, including one-time texts and subscription text services, where Sindro or a Sindro Client texts, you for alerts, promotions and other purposes. To the extent you use any feature of the Site that enables you to send text message, email or direct messaging to device holders and you elect to use the feature, you acknowledge that Sindro only provides a platform for you to send text messages, email or direct messaging through the Site and has no responsibility or liability for any such text messages, emails or direct messaging or related message content. Your responsibilities as set forth in this Agreement will remain your sole responsibility and liability even if Sindro offers advice or guidance regarding the text messages, emails or direct messaging you transmit. If you do not want to receive such messages you may opt out of the program by going to www.app.sindro.io and following the instructions on how to do so.
10. Unauthorized or Illegal Transactions. We may decide not to process a transaction if we believe that the transaction is in violation of any Sindro agreement or exposes you, other Sindro users, our partners, including any Sindro Clients, or Sindro to harm, such as fraud and other criminal acts. If we reasonably suspect that your Sindro Account has been used for any unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Sindro Account, and/or any of your transactions with law enforcement.
11. Privacy Policy. You acknowledge and agree that all information collected by Sindro is subject to our Privacy Policy www.sindro.io/privacy_policy. By using the Services, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
12. Change and Suspension.
12.1. Changes to the Services. Sindro reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Content) at any time. You agree that Sindro will not be liable to you or to any third party for any such change, suspension, or discontinuance.
12.2. Suspension/Termination of Access. Sindro has the right to deny access to, and to suspend or terminate your access to, the Services or to any features or portions thereof, at any time and for any reason, including if you violate this Member Agreement or if you pose an unacceptable credit or fraud risk to us. In the event that we suspend or terminate your access to the Services, you will continue to be bound by the Member Agreement that were in effect as of the date of your suspension or termination.
13. Disclaimer; Limitation of Liability.
13.1. Disclaimer of Warranties. THE SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SINDRO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER SINDRO NOR ANY PERSON ASSOCIATED WITH SINDRO MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ANY CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER SINDRO NOR ANYONE ASSOCIATED WITH SINDRO REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
13.2. Limitation of Liability. to the fullest extent permitted by law, IN NO EVENT WILL Sindro OR its OFFICERS, directors, employees, agents, licensors, OR service providers BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 13.2, SINDRO IS FOUND LIABLE FOR ANY LOSS, DAMAGE, OR INJURY UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS MEMBER AGREEMENT, IN NO EVENT WILL SINDRO’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO SINDRO IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR U.S. $100.00, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS MEMBER AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. USE OF THE SERVICES IS AT YOUR SOLE RISK.
13.3. Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in this Section 13 may not apply to you.
14. Indemnification. You agree to indemnify, defend, and hold Sindro and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Services and/or any Content, or any violation of this Member Agreement or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Services and/or this Member Agreement.
15. Copyright Infringement. Sindro take claims of copyright infringement seriously. It is Sindro’s policy to disable and/or terminate the accounts of users who are repeat infringers. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any Content accessible on the Site infringes your copyright, you may request removal of such Content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your written notice of alleged copyright infringement must include substantially the following:
· your physical or electronic signature;
· identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works;
· identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
· adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address);
· a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
· a statement that the information in your written notice is accurate; and
· a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated agent to receive DMCA notices is:
Allen Traylor
110 W Main Street
Boise, ID 83702
hellow@sindro.io
*NOTE: This contact information is for inquiries regarding potential copyright infringement only.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that Content on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
16. Third Party Materials. The Services may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (collectively, “Third Party Materials”). You acknowledge and agree that Sindro is not responsible for any Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Sindro does not assume and will not have any liability to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.
17. Third Party Platforms. Sindro may provide the Services to you through third-party websites, operating systems, platforms, and portals, including social networking sites (collectively, “Third Party Platforms”). Additional terms and conditions may apply to you with respect to your use of Third Party Platforms, which are not under Sindro’s control. Sindro does not assume any responsibility or liability for your use of such Third Party Platforms.
18. Linking to the Site. You may link to the Site’s homepage, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Site must not be framed on any other website, nor may you create a link to any part of the Site other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
19. TERMINATION
19.1. Your Right to Terminate. You may terminate this Agreement at any time by closing your Sindro Account and ceasing to use the Site.
19.2. Effect of Termination. If your Sindro Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) that the license provided under this Agreement shall end, (c) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (d) that Sindro shall not be liable to you or any third party for termination of access to the Sindro Account, or for deletion of your information or account data. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Site, or in connection with any termination or suspension of the Sindro Account. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you as provided in this Agreement.
20. ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS THE WAY THAT YOU AND WE BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED.
20.1. Dispute Resolution. YOU AND WE AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS MEMBER AGREEMENT OR YOUR USE OF THE SERVICES AND/OR CONTENT WILL BE RESOLVED EXCLUSIVELY THOUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED AND INCLUDES ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND SINDRO REGARDING ANY ASPECT OF YOUR RELATIONSHIP WITH US OR ANY CONDUCT OR FAILURE TO ACT ON OUR PART, INCLUDING CLAIMS BASED ON BREACH OF CONTRACT, TORT (FOR EXAMPLE, A NEGLIGENCE [OR PRODUCT LIABILITY] CLAIM), VIOLATION OF LAW OR ANY CLAIMS BASED ON ANY OTHER THEORY, AND INCLUDING THOSE BASED ON EVENTS THAT OCCURRED PRIOR TO THE DATE OF THIS AGREEMENT, WITH THE FOLLOWING EXCEPTIONS:
· You may assert claims in your local small claims court if its rules permit it;
· Any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights) must be brought in court; and
· In the event this agreement to arbitrate is for any reason held to be unenforceable, any dispute or claim against us (except for small-claims court actions) may be commenced only in a federal or state court located in Ada County, Idaho, and we both consent to the jurisdiction of and venue in those courts for such purposes. We both also consent to the jurisdiction of and venue in those courts for purposes of any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (excluding its privacy or publicity rights). You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
· This agreement to arbitrate is governed by the Federal Arbitration Act, including its procedural provisions, in all respects.
20.2. Prohibition of Class Actions and Non-Individualized Relief. ANY ARBITRATION WILL BE CONDUCTED BY THE PARTIES IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). If this specific provision is found to be unenforceable, then all of Section 200, other than subsection 20.7, will be null and void and neither of us will be entitled to arbitrate our dispute.
20.3. Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) and will be governed by AAA’s Consumer Arbitration Rules (“AAA Rules”), as modified by this Agreement. The AAA Rules may be accessed at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, and must enforce the same limitations stated in this Agreement as a court would. The arbitrator will issue an award decision in writing but will not provide an explanation for the award unless you or Sindro requests one. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
20.4. Demand for Arbitration. A party who intends to arbitrate (“Claimant”) must first send to the other party (“Respondent”) a written notice, entitled “Demand for Arbitration” (“Demand”). The Demand must: (1) briefly explain the dispute; (2) provide the Claimant’s name and address, the address of the Claimant’s representative (if the Claimant has one), and the Respondent’s name and address (for Sindro, see below); (3) specify the amount of money in dispute, if applicable; (4) if the Claimant is requesting an in-person hearing, identify the requested location for the hearing; and (5) include a statement of what the Claimant wants. The Claimant must send one copy of the Demand to AAA at the same time the Claimant sends it to the Respondent. When sending a copy of the Demand to AAA, the Claimant must also include a copy of this arbitration agreement and any amendments to it (see Section 20.6) and the then current filing fee required by the AAA. The Demand must be sent to the AAA at the following address:
American Arbitration Association
Case Filing Services
1101 Laurel Oak Road, Suite 100
Voorhees, NJ 08043
Alternatively, the Demand may be filed with the AAA online using: AAA WebFile:https://www.adr.org.style='mso-spacerun:yes'> Any Demand to Sindro should be addressed to:
ATTN: Sindro Legal Department, 110 W Main Street, Boise, Idaho 83702.
20.5. Filing, Administration and Arbitrator Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Section 200. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, but not your attorneys’ fees. Any request for payment of filing, administration, and arbitrator fees by Sindro should be submitted by mail to the AAA along with your Demand and Sindro will make arrangements to pay all such necessary fees directly to the AAA. In the event that the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration paid by Sindro on your behalf that you otherwise would be obligated to pay under the AAA Rules.
20.6. Amendment to Arbitration Provisions. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to the arbitration provisions in this Section 20 in the future (other than an amendment to any notice address or site link provided herein), that amendment shall not apply to any claim that was filed in a legal proceeding against Sindro prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims that have arisen or may arise between you and Sindro. We will notify you of amendments to the arbitration provisions of this Section 20 by posting the amended terms on [INSERT URL], and/or by providing notice to you by email, at least 30 days before the effective date of the amendments. If you do not agree to the amended terms, you may close your Sindro Account with Sindro within the 30-day period and you will not be bound by the amended terms.
20.7. JURY TRIAL AND CLASS ACTION WAIVER. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND SINDRO EACH UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL. THIS MEANS THAT ANY CLAIM WOULD BE DECIDED BY A JUDGE, NOT A JURY. FURTHER, WITH RESPECT TO ANY CLAIM THAT PROCEEDS IN A COURT, YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
21. Questions. If you have any questions about the Services or this Member Agreement, please email us at hello@sindro.io, or write to us at 110 W Main St. Boise, Idaho 83702
22. Release. You hereby release Sindro and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site, Services or Sindro Account, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Site. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Sindro or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site.
23. Notice to California Residents. If you are a California resident, in accordance with Cal. Civ. 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.
24. Miscellaneous.
24.1. Geographic Restrictions. Sindro is based in the State of Idaho in the United States. We make no claims that the Services or the Content are accessible or appropriate outside of the United States. Access to and use of the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
24.2. Governing Law; Jurisdiction and Venue. This Member Agreement and any dispute or claim arising out of or related to this Member Agreement, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Idaho, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Idaho.
24.3. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS MEMBER AGREEMENT OR THE SERVICES (INCLUDING THE CONTENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
24.4. Waiver and Severability. Our failure to exercise or enforce any right or provision of this Member Agreement will not constitute a waiver of such right or provision. If any provision of this Member Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of this Member Agreement will continue in full force and effect.
24.5. Entire Agreement. This Member Agreement, including our Privacy Policy www.sindro.io/privacy_policy, constitute the sole and entire agreement between you and Sindro with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
24.6. Survival. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement:3, 5, 6, 7.4, 9, 11, 12, 13, 14, 16, 17, 19.4, 20, 22 and 24.
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