This SERVICES AGREEMENT, INCLUDING CONSENT (“Agreement”) is entered into by and between Synergy Health Network, Inc., a Delaware corporation (“Synergy” or “we”) and You, the individual identified below (“You” or “Patient” or “Member”). This Agreement is effective as of the date You sign it (“Effective Date”).
Synergy owns and operates the website located at https://www.synergyhealthdpc.com/ (the “Platform”). Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (“Content”), healthcare visits with healthcare providers (“Healthcare Services”), products or services provided through the Platform or otherwise by Synergy providing access to healthcare providers (collectively, including the Platform, the Content, and the Healthcare Services, the “Services”) are governed by this Agreement.
You may not accept this Agreement and enroll to use our Services if you are not of a legal age to form a binding contract with Synergy. Synergy presumes that minors who access any information through the Services are doing so with the consent of their parent, guardian or other authorized person.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN THE AGREEMENT.
THE SERVICES (DEFINED HEREIN) ARE NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.
FURTHERMORE, IF YOU HAVE A MEDICAL EMERGENCY OR ARE CONSIDERING SUICIDE OR HARM TO YOURSELF, IMMEDIATELY CALL YOUR HEALTH CARE PROVIDER, DIAL 911 OR THE CRISIS HOTLINE 988.
If you have any questions or concerns about this Agreement, please contact us by email at [email protected]. We will attempt to respond to your questions or concerns promptly after we receive them.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND SYNERGY OR YOU AND PROVIDERS (DEFINED HEREIN) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. SYNERGY EXPLAINS SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW
This Agreement is a binding legal agreement between You and Synergy; please read it carefully. If you have questions about this Agreement, please seek legal representation to review the Agreement with You prior to signing. By signing this Agreement, You confirm that You have 2 reviewed and understand the terms and conditions herein and are legally bound by said terms and conditions.
Synergy offers Healthcare Services through fee-for-service and pay-as-you-go models (“Prepaid Services”). Synergy also offers Healthcare Services through membership plan models (“Membership Plans”). Regardless of the Healthcare Services model (a Prepaid Service model or a Membership Plan) the Services are delivered through digital means. Prepaid Services and Membership Plans are described in this Agreement and at Synergyhealthdpc.com.
If You elect to purchase a Membership Plan, You are required to pay a monthly Membership Plan fee each month until You cancel your Membership Plan in writing at [email protected]. Emailing a cancellation to membercare @synergyhealthdpc.com prior to the next due monthly Membership Plan fee is the only way to cancel a Membership Plan and avoid any additional monthly fees. Synergy will not accept cancellations through any other means, including, but not limited to, telephone calls and emails to any other email account. Monthly fees do not apply to Prepaid Services.
All Membership Plans have a minimum commitment equal to three months of Membership Plan fees. By purchasing a Membership Plan you are legally committing yourself to pay at least three months of applicable Membership Plan fees.
In the event that You cancel Your Membership Plan prior to the expiration of the first three months under the Membership Plan, You remain legally bound to pay the minimum Membership Plan commitment and You will not be released from said minimum commitment.
|If You cancel your Membership Plan the first three months of being a member:||If You cancel your Membership Plan after the first three months of being a member:|
|You will be charged and must still pay for three months of Membership Plan fees whether you use any Services or not.||You will not be charged Membership Plan fees that would have accrued after the effective date of termination but will be charged for all amounts that accrued prior to the effective date of termination.|
If You purchase a Membership Plan, your account will be charged for the minimum commitment over the first three months. Below is a table that identifies some, but not all, of the situations for which Synergy WILL NOT waive the three-month minimum Membership Plan commitment:
|Product or Service||Basis for Request to Waive Minimum Fees:||Waiver Available?|
If You purchase a Membership Plan, by signing this Agreement, You acknowledge that the minimum Membership Plan commitment is equal to three months of fees, even if the Membership Plan is cancelled within the first three months. Further, You acknowledge that there are NO EXCEPTIONS to the minimum Membership Plan commitment.
A. Synergy also offers Healthcare Services pursuant to prepaid, fee-for-service models that do not require a Membership Plan.
B. NO REFUNDS WILL BE ISSUED – NO EXCEPTIONS. If You purchase a Prepaid Service, your account will be charged for the amount of the Prepaid Service without exception. Below is a table that identifies some, but not all, of the situations for which Synergy WILL NOT refund any amounts paid for the Prepaid Services:
|Product or Service||Basis for Request for a Refund:||Refund Available?|
C. Acknowledgement of Prepaid Services No Refund Policy.
If You elect to purchase Prepaid Services, You acknowledge that there are NO EXCEPTIONS to Synergy’s NO REFUNDS policy for Prepaid Services.
A. Pharmacy Election. Synergy will provide you the opportunity to fill any prescription with a pharmacy recommended by Synergy. Nonetheless, Synergy fully honors patient freedom of choice and, if You receive a prescription for a medication, you always have the option to instruct Synergy to transmit that prescription to the pharmacy of your choice unless an exception applies. If an exception applies, Synergy will notify You of such exception.
B. Auto-ship. You may choose to participate in an Auto-ship subscription for certain products, supplies and/or supplements at the time of purchase so that those products, supplies and/or supplements will be automatically re-sent to You on the schedule You designate. If You choose to participate in Auto-ship, you acknowledge that Synergy or a third party will thereafter automatically create a new order according to Your chosen delivery schedule, until You cancel Auto-ship in writing to [email protected]. Further, You authorize Synergy or a party fulfilling a new order to charge your Payment Method (defined below) on file for each shipment until You cancel. Your Auto-ship subscription will remain in effect until it is cancelled via email at [email protected].
C. Refunds for Products, Supplies and Supplements Available Only in Limited Circumstances.
NO REFUNDS for products, supplies or supplements will be issued except as expressly provided below. Below is a table that identifies the only circumstances under which Synergy will agree to offer a refund. Synergy will not offer or agree or issue a refund EXCEPT as provided below:
|Products, Supplies or Supplements||Basis for Refund Request||Refund Available?|
|Prescription Drugs||Carrier records confirm not delivered||Yes|
|Supplies||Carrier records confirm not delivered||Yes|
|Supplements and other nonprescription products||
|Supplements and other nonprescription products||Carrier records confirm not delivered||Yes|
BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PERSONALLY LIABLE FOR, AND SHALL PAY SYNERGY, ALL AMOUNTS DUE TO SYNERGY UNDER THIS AGREEMENT IN THE EVENT THAT SUCH AMOUNTS ARE CHARGED BACK, REVERSED OR OTHERWISE NOT PAID BY YOUR CREDIT CARD ISSUER OR BANK (“UNPAID CHARGES”).
YOU ACKNOWLEDGE AND AGREE THAT SYNERGY IS ENTITLED TO PURSUE A CLAIM(S) AGAINST YOU AS PROVIDED UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR ANY AND ALL UNPAID CHARGES.
You have the right, as a patient, to be informed about Your condition and recommended therapeutic or diagnostic procedures to be used so that You may make the decision whether or not to undergo any suggested treatment or procedure after being informed of the risks and benefits involved.
This consent provides Synergy Health Network and its healthcare providers (“Providers”) your permission to perform reasonable and necessary examinations, testing and treatment for You and continues until You revoke it in writing. You have the right at any time to discontinue Healthcare Services.
You understand that the practice of medicine, practice of dentistry and practice of veterinary medicine is not an exact science and that diagnosis and treatment may involve risk of injury or even death. You understand that there are risks and benefits when receiving health care services. You understand that when You receive care, the risks and benefits of such care will be explained You and You will have the opportunity to ask Providers questions about such risks and benefits (and we encourage You to ask such questions). Unless otherwise discussed by your Provider, Services rendered by Providers are not intended to replace your primary care medical services.
You have disclosed all your known health conditions, allergies and medications You are taking, including herbal medications/supplements. You understand that certain treatment options that You may receive from or medications prescribed to You by your Provider can be dangerous and may result in medical care that is unnecessary if You have misrepresented your current health care condition and status. You have truthfully supplied information about your health care condition and status when answering any questions either on Platform or during any examination with a Provider.
You authorize Synergy and Providers providing You care to share information pertaining to health care services You receive with other individuals for treatment, payment and health care operations purposes. This authorization shall include allowing Synergy and the Providers providing You care to release information pertaining to your treatment to Synergy’s affiliates. By signing this Agreement, You acknowledge that this statement is Your Informed Consent to Treat, and that You have read and understand this Consent, and voluntarily request a Provider to perform reasonable and necessary examination, testing and treatment for You.
You hereby consent to remote diagnosis, treatment and education by Synergy through the use of synchronous and asynchronous audio and video communications technology commonly known as telehealth or telemedicine technology (collectively, “Telehealth Technology”). You acknowledge that diagnosis, treatment and education through the use of Telehealth Technology will involve collecting information, including health information, about you and your diagnosis, treatment and education, and that such information will be transmitted, reviewed and stored in compliance with applicable laws. You acknowledge that while Telehealth Technology may improve access to care and treatment outcomes, as with any technology-facilitated diagnosis, treatment and/or education, there are risks and results cannot be guaranteed. The risks associated with Telehealth Technology include, and are not limited to, technical problems and equipment malfunctions that may result in omission, loss or compromise of information necessary for my diagnosis, treatment or education and that such omission, loss or compromise of information may result in your injury or death.
You acknowledge that diagnosis, treatment and education using Telehealth Technology requires your health information, including protected health information, to be transmitted through audio and video technology and that your health information may be lost, compromised and/or accessed by unauthorized persons during transmission. You understand that you have a right to withhold or withdraw your consent to the use of Telehealth Technology in the course of your care at any time, and that doing so may terminate your treatment by Synergy if alternative communication methodologies are not available. You agree that if your health or medical problem or condition persists after your use of Telehealth Technology, you will immediately contact a medical services provider and seek appropriate additional in-person medical care or emergency care, as appropriate.
By accepting this Agreement, you acknowledge and agree that the Providers may send you messages, reports, and emails via the Services. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Synergy nor any Provider will be responsible in any way and you will not hold Synergy or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or, as applicable, for your failure to comply with any treatment recommendations or instructions from the Provider(s).
By signing this Agreement, You acknowledge that this statement is Your Informed Consent to treatment using Telehealth Technology.
Neither Synergy nor any Provider endorses any specific medication, pharmacy, or pharmacologic product. If a Provider prescribes a medication, he/she will limit supply based upon state regulations and will only prescribe a medication as determined in his/her own discretion and professional judgment. There is no guarantee a prescription will be written. Providers shall use their own discretion and professional judgment to prescribe DEA controlled or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of medical care and any associated prescriptions. You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided prescription information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription. As previously discussed, Synergy will provide you the opportunity to fill your prescription with a pharmacy recommended by the Services. Nonetheless, Synergy fully honors patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct Synergy to transmit that prescription to the pharmacy of your choice unless an exception applies. If you are issued a prescription, it will be fulfilled and shipped by independent third-party licensed pharmacies.
You consent to Synergy communicating with you by phone, email and/or text messaging to manage appointments and to discuss items pertaining to your care. You acknowledge that messaging and data rates may apply. You may opt-out of such communications from Synergy at any time upon request in writing.
By replying to emails or texts, You acknowledge that You are aware that email or text are not a secure method of communication, and that you agree to the risks. You also authorize Synergy and its Providers to leave voicemail messages on the telephone number(s) that You provide to Synergy. You understand that You can email [email protected] and ask to not be contacted via phone or email.
Services are currently only available to individuals who are located in states in which we offer the Service. Services may only be for You for your own purpose or for those of an individual for whom You are the parent, guardian, or legal representative, or for an individual who has authorized your access to the Services on their behalf. By using the Services, You are (a) representing and warranting to Synergy that You satisfy all of these eligibility requirements; (b) 11 agreeing to comply with all applicable laws in visiting, accessing, registering with or using the Service; and (c) agreeing that You will only use the Services for lawful purposes. Services are subject to state and federal regulations and may change from time to time due to changes in applicable regulatory requirements.
Services are structured for use specific to certain health care services and are not, and should not be, considered or used as comprehensive medical advice or treatment. In some cases, the Services may not be the most appropriate way for You to provide information to, communicate with or seek medical care and treatment from a provider. For example, certain medical conditions may require an in-person procedure with a healthcare provider other than a Provider that cannot be arranged through use of the Services, or the Provider may determine that Your diagnosis and/or treatment requires an office visit or is otherwise not appropriately addressed through use of the Services In such a case, You may receive notification that You will be unable to use the Services for the particular issue submitted and the Provider may provide you with additional information regarding next steps.
Synergy supplements are for use as a dietary supplement and are not intended to diagnose, treat, cure or prevent any disease or health condition.
You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Services) to enable use of the Services, including but not limited to, a computer or mobile device with a video camera (when applicable) and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Services. You may be asked by Synergy or a Provider to provide information for the purpose of provision of the Services to you. You may elect to withhold requested information; however, if You do so, You may be precluded from using the Service. Synergy reserves the right to change the access configuration, including any software, hardware or other requirements of the Services at any time without prior notice.
Parties other than Synergy, including Providers (collectively, “Third Parties”) provide services or sell products through the Services, and Synergy may also make available to you for purchase certain services, devices, items or products manufactured, distributed or sold by Third Parties (collectively, “Third-Party Goods and Services”). Unless otherwise provided by Synergy, your use 12 of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third Parties. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third Party Goods and Services. You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Services and disclosing Personal Information.
You agree that Synergy shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Platform, any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other user or any other entity or individual, you understand and agree that Synergy is under no obligation to become involved in such dispute, and you hereby release and indemnify Synergy, its affiliates, subsidiaries, licensors and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “Synergy Parties”) from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out, of or in any way related to, such disputes or the Services or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Certain of Synergy’s shareholders/members, directors, officers, employees, contractors or agents (collectively, “Synergy Owners and Personnel”) may have a financial interest in one or more Third Parties, and may profit from your use of the Third Parties and/or the sale of Third-Party Goods and Services to you.
By signing this Agreement, You agree to be responsible and to pay any Membership Plan fees and for charges incurred for other Synergy products, Services and any prescription costs remitted directly to a pharmacy on your behalf, that are not covered by your Membership Plan.
Synergy may offer reductions or discounts or other promotions for our Services (“Discounts”). The terms and expirations of any Discounts shall be those specified with the particular discount or promotion. You may take advantage of any such Discounts through the ‘Discount’ field during checkout. Your use of any such Discount shall not form part of any contract between us. Discounts have no cash redemption value. We reserve the right to vary or discontinue the Discounts at any time and without prior notice.
You acknowledge and agree that Your Membership Plan fee is due monthly based on the effective date of Your Membership Plan for the following month. Synergy will charge $20 for late payments and returned payments.
You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Service. Synergy will collect applicable Taxes if we determine we have a duty to collect Taxes. Synergy will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. Synergy is not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.
You represent and warrant that you are authorized to use your designated payment method. You hereby authorize Synergy to charge to the credit card or bank account You provide to or have on file with Synergy (collectively, the “Payment Method”) for Membership Plan fees and any fees for Synergy products, including pharmaceuticals, supplies and supplements, together with any Taxes. In connection with any purchase you make through the Service, including but not limited to Membership Plan and Healthcare Services, you may be asked to supply certain information relevant to the transaction, including, without limitation, your credit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, You grant Synergy without charge the irrevocable, unencumbered, universe-wide and perpetual right to provide such information to Third Parties (e.g., payment processing companies, buyers on the Service, sellers on the Service) for the purpose of facilitating the transaction.
All credit card, debit card and other monetary transactions on or through the Services occur through an online payment processing application(s) accessible through the Services. This online payment processing application(s) is provided by Synergy’s third-party online payment processing vendor. The payment processing vendor is nothing more than a third-party vendor to Synergy, and is in no way subject to Synergy’s direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers or the like.
You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. Synergy reserves the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but Synergy will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless Synergy states otherwise in writing via the Services, risk of loss or damage to a product passes to You upon delivery of the product to our designated carrier.
You agree that this authorization to charge your Payment Method will remain in effect until You cancel Your Membership Plan. If You cancel Your Membership Plan within the first three (3) months, Your Payment Method will be charged monthly until the minimum Membership Plan commitment is satisfied.
In the case of any Synergy fee charge rejected for insufficient funds, You hereby authorize Synergy, at its discretion, to attempt to process the charge again at any time within 30 days.
You acknowledge that neither Synergy nor its providers participate in any health insurance network or government reimbursement program, including Medicare. This includes Medicare Advantage, Medicare Flex Plans, Medicare + Choice Plans, certain gap coverage plans, and recipients of benefits under Qualified Medicare Beneficiary Programs.
You acknowledge that neither Synergy nor its providers will bill a health insurer or a government reimbursement program for Membership Plans, Prepaid Services, products, supplies or supplements purchased from Synergy. You may submit a claim for reimbursement for Synergy Membership Plans, Prepaid Services, products, supplies or supplements purchased from Synergy to Your insurer or benefits program. Such claim may be denied if Synergy Membership Plans, Prepaid Services, products, supplies or supplements are not covered by your insurer or benefits program.
Synergy Membership Plans, Prepaid Services, products, supplies and/or supplements may or may not be eligible for payment or reimbursement from Your HSA or Healthcare FSA.
At this time Synergy providers are not enrolled in Medicare. You acknowledge that because neither Synergy nor Synergy Providers will accept assignment of Your Medicare claim, You are required to pay the entire charge for Synergy Membership Plans, Prepaid Services, products, supplies and supplements up front, and may or may not be able to obtain Medicare reimbursement for a portion of those charges after You file a claim with Medicare.
Your Membership Plan is not an insurance plan or policy and is not a substitute for health insurance or other health plan coverage (such as membership in an HMO or other health benefit plan). Because Synergy Membership Plans are not an insurance plans, they do not meet any individual health benefit plan mandate that may be required by federal law and will not cover 15 health care services not offered by Synergy, including surgery, hospitalization, major injury treatment or specialist care.
By signing this Agreement, You acknowledge that Your Membership Plan is not insurance and will cover only products and services furnished by Synergy.
You may be obligated to register and set up an account in the Platform in order to access the Services, and the Services may be limited to users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to Synergy or the Providers. If You do not keep such information current, or fail to submit truthful, accurate and complete information, or Synergy will have reasonable grounds to suspect as much, Synergy has the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify Synergy of any unauthorized use of your username, password or any other breach of security that You become aware of involving or relating to the Services by emailing us at [email protected]. In addition, You agree to keep confidential your username and password and to exit from your user account at the end of your use. Synergy explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.
When establishing an account, You may be required to provide a username and password that will be used as your login for your account. In addition, Synergy take steps to protect the user data Synergy collects against unauthorized access. However, You should keep in mind that the Services and Synergy services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Services and information about you contained in the Services. It is your responsibility to affirmatively logout from your account when You are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password. You are responsible for promptly changing your password if you believe that it has been compromised.
You must exercise caution, good sense, and sound judgment using the Services. You are prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against You. Synergy may investigate any alleged or suspected violations and if a criminal violation is suspected, Synergy may cooperate with law enforcement agencies in their investigations.
The Services and the information and content available through the Services are protected by copyright laws throughout the world. Subject to this Agreement, Synergy grants you a limited, non-transferable, revocable license to access and use the Services for your personal use. Unless otherwise specified by Synergy in a separate license, your right to use any of the Services or the Content is subject to this Agreement and all rights in the Services and Content are reserved by Synergy. You agree that Synergy and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, social media posts, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, illustrations, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Synergy’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Synergy and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
Subject to any legal limitations, any information you transmit to Synergy via the Services, whether by direct entry, submission, email or otherwise, including data, questions, comments, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that You select, You grant Synergy a fully paid, royalty-free, perpetual, irrevocable, worldwide, nonexclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Servicesto you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Synergy, are responsible for all Submissions that you provide to the Service. In addition to the foregoing, Synergy shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that Synergy deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further 17 agree that you shall have no right of approval and no claim to compensation in connection with the Submission.
Any use or attempted use of the Services (a) for any unlawful, unauthorized, fraudulent or malicious purpose; (b) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (c) that could interfere with any other party’s use and enjoyment of the Services; (d) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means; (e) to access systems, data, or information not intended by Synergy to be made accessible to a user; (f) to obtain any materials, or information through any means not intentionally made available by Synergy; (g) to reverse engineer, disassemble or decompile any section or technology on the Services; or (h) for any use other than the business purpose for which it was intended, is prohibited.
In addition, in connection with your use of the Services, You agree you will not:
Synergy reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a user’s access and/or account. Synergy may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
Content and other information contained on the Services is provided by Synergy as a convenience. Users relying on Content or other information from the Services do so at their own risk.
THE SERVICES ARE PROVIDED “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO USE OR THE USE OF THE SERVICES IS VOLUNTARY AND AT THE SOLE RISK OF YOU AS THE USER. SYNERGY PARTIES AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICES, INCLUDING THE PROVIDERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SERVICES, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY WITH REGARD TO THE SERVICES, CONTENT OR PLATFORM OR OTHER VIOLATION OF RIGHTS. SYNERGY DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, 19 CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT. SYNERGY DOES NOT WARRANT OR GUARANTEE THE ADEQUACY, COMPLETENESS, CURRENCY, ACCURACY, RELIABILITY, TIMELINESS, USEFULNESS, LIKELY RESULTS, OR COMPLETENESS OF THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES, OR THAT THE FUNCTIONS PROVIDED WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE SERVICES OR ANY THIRDPARTY SITES LINKED TO OR FROM THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SYNERGY PARTIES OR ANY THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICES, INCLUDING THE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY THE PROVIDER(S), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SYNERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SYNERGY PARTIES SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $500.
ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, SERVICES OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, SERVICES OR CONTENT IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM, SERVICES OR CONTENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SYNERGY PARTIES ASSIGNS AND THIRD PARTIES OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICES, INCLUDING THE PROVIDERS, HARMLESS FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CLAIMS, PROCEEDINGS, DAMAGES, SETTLEMENTS, JUDGMENTS, INJURIES, LIABILITIES, OBLIGATIONS, LOSSES, RISKS, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND EXPENSES), RELATED TO, ARISING FROM OR ASSOCIATED WITH YOUR USE OF THE SERVICES, YOUR FRAUD, VIOLATION OF LAW, OR WILLFUL MISCONDUCT, ANY BREACH BY YOU OF THIS AGREEMENT OR YOUR VIOLATION OF ANY RIGHTS OF ANY OTHER PERSON OR ENTITY. SYNERGY RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE OF ANY CLAIM FOR WHICH SYNERGY IS ENTITLED TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH EVENT, YOU SHALL PROVIDE SYNERGY WITH SUCH COOPERATION AS SYNERGY REASONABLY REQUEST.
Synergy may terminate your use of the Services or any of Synergy features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement or if Synergy discontinues the Services. The provisions of this Agreement concerning Services security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with Synergy. You agree that if your use of the Services is terminated pursuant to this Agreement, you will not attempt to use the Services under any name, real or assumed, and further agree that if You violate this restriction after being terminated, You will indemnify and hold Synergy Parties harmless from any and all liability that any such Synergy Parties may incur with respect thereto.
a. Severability. If a court of competent jurisdiction finds any provision of this Agreement unenforceable or invalid for any reason, that provision will be modified so that it complies with applicable law in its modified form and the remainder of this Agreement will remain unaffected.
b. Counterparts, Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. This Agreement may be accepted, executed or agreed to through the use of an electronic signature, with such electronic signatures having the same legal effect as original signatures. A signed copy of this Agreement recorded electronically, or delivered by scan, facsimile, e-mail, or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
c. Acceptance Signatures. By signing below, You represent that You fully understand and freely agree to accept the rights and obligations under this Agreement and that You have had the opportunity to obtain legal advice from an attorney regarding the terms of this Agreement prior to signing.
d. Governing Law. This Agreement, for all purposes, shall be construed in accordance with the Federal Arbitration Act and the laws of New York without regard to conflict of law principles.
e. Entire Agreement; Modification. This Agreement contains the entire understanding of the parties relating to the subject matter, and may be modified by Synergy from time to time. Any changes to this Agreement are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Services is also subject to this Agreement upon posting to the Platform. If You disagree with this Agreement, your sole remedy is to discontinue your use of the Services. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.
f. Headings. Headings contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the intent of any provision of this Agreement.
h. NOTICE. Any notices to you from Synergy regarding the Services or this Agreement may be made by email, a posted notice on the Services, or regular mail, in the sole discretion of Synergy.
i. ASSIGNMENT. You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Synergy may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of Synergy or to another third party in the event that some or all of the business of Synergy is transferred to such other third party by way of merger, sale of its assets or otherwise.
YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND SYNERGY OR YOU AND ANY OF THE SYNERGY PARTIES OR ANY PROVIDER ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO SYNERGY, THE PLATFORM, THE CONTENT OR THE SERVICE, OR ANY OTHER SYNERGY GOODS, SERVICES OR ADVERTISING, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.
Payment of arbitration costs will be governed by the AAA’s fee schedule, unless You are able to show that your portion will be prohibitive as compared to litigation costs, in which case Synergy will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Synergy also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed 23 by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.
The arbitration shall be conducted in New York, New York, except that, in the event New York, New York is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at www.adr.org.
Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and Synergy agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in New York, New York, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.
ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. 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 a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in New York, New York, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the 24 federal and state courts located in New York, New York for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.
You can opt out of the provisions of this Agreement that require the arbitration of Disputes within 30 days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with Synergy. To opt out, You must send your name, residence address, and email address together with a clear statement that You want to opt out of the requirement to arbitrate disputes with Synergy to: 5250 Old Orchard Road, Suite 300, Skokie, Illinois 60077.
Before You commence arbitration of a Dispute, You must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your User account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be mailed to 5250 Old Orchard Road, Suite 300, Skokie, Illinois 60077. If Synergy is unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration. Notwithstanding anything to the contrary in this Agreement, if Synergy makes any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph. Further, if Synergy makes any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at 5250 Old Orchard Road, Suite 300, Skokie, Illinois 60077 within 30 days of the effective date of such modifications.
I certify that I have read this document and that I understand and agree to all of the foregoing information, terms, and conditions.