Effective Date: March 17, 2020
THE SERVICE IS NOT INTENDED FOR EMERGENCY SITUATIONS. IF YOU HAVE A SERIOUS MENTAL CONDITION OR DIAGNOSIS, ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, OR IF YOU FEEL YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER, PLEASE CALL 911 OR APPROPRIATE EMERGENCY RESPONDERS.
BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. Symbiose may change these Terms at any time. We will make reasonable efforts to provide you with prior notice of any material changes to these Terms. Your continued use of the Service after any change to these Terms means that you accept all such changes. You should consult these Terms each time you access the Service to view any changes. These Terms were last modified on the date indicated above.
AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU CAN OPT-OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING email@example.com WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
1. Use of the Service.
A. Service. The “Service” includes Symbiose’s websites located at https://www.symbioseinc.com and https://www.inwords.ai (“Sites”) and the Inwords mobile application and Symbiose’s other applications (“App”), each as may be updated, relocated, or otherwise modified from time to time, all content and services Symbiose makes available through the Sites or App, and all intellectual property contained therein. The Service, including Inwords, our artificial intelligence agent, is a conversational software platform. Any person who accesses or uses the Service, whether on their own behalf or on behalf of any third party, is a “Symbiose User.”
B. License. Subject to your compliance with these Terms, Symbiose hereby grants you a limited, revocable, non-exclusive, non-transferable license to download a copy of the App and access and use the Service, solely for your personal use and not for resale.
C. Deactivation. Symbiose may, at any time and without notice to you: (1) restrict, deactivate, and/or terminate your access to the Service (or any portion thereof); or (2) terminate or modify the Service (or any portion thereof). Symbiose will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.
E. SMS Messages and Push Notifications. Symbiose may send you SMS messages and push notifications (“Messages and Notifications”) to keep you informed about the Service. You agree to receive Messages and Notifications regarding your use of the Service. While Messages and Notifications are intended to enhance your use of the Service, you may: (1) disable push notifications on your device; and/or (2) reply “STOP” to remove yourself from our text message database. Depending on your current carrier plan, you may incur charges for Messages and Notifications and you agree that you will not hold, nor participate in any action which seeks to hold, Symbiose liable for any charges incurred. You acknowledge that any terms between you and any third-party provider create no obligation or responsibility on the part of Symbiose, and that Symbiose is not responsible for any failure of warranty by any such third party. Symbiose cannot control certain factors relating to delivery of Messages and Notifications. You acknowledge that, depending on your mobile carrier’s service, it may not be possible to transmit Messages and Notifications to you successfully. We have no liability for transmission delays or message failures.
2. Registration; Eligibility; Restrictions.
C. Eligibility. You represent and warrant that you are at least 13 years of age and that you have not been previously suspended or removed from the Service. If you are over 13 but not yet 18, you must have the permission of your parent or guardian to use the Service. If you are the parent or legal guardian of a minor, you: (1) agree to these Terms; (2) will supervise the minor’s use of the Service; and (3) will indemnify Symbiose if you or the minor breaches any of these Terms.
D. Credentials. As part of the registration process, you may be asked to select a username, password, or other login credentials. You are entirely responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Symbiose immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at firstname.lastname@example.org. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You are responsible for keeping your login credentials confidential and for notifying us if your login credentials have been hacked or stolen. Symbiose will not be liable for any loss that you incur as a result of someone else using your login credentials or account. You may be held liable for any losses incurred by Symbiose or a third party due to someone else using your account or login credentials.
E. Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, you may not (and you may not allow or assist any third party to):
(1) use, copy, install, transfer, or distribute the Service, except as specifically described in these Terms;
(2) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service;
(3) remove or alter any copyright, trademark, or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;
(4) probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
(5) reformat, mirror, or frame any portion of the web pages that are part of the Service;
(6) express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
(7) transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
(8) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
(9) harvest or collect information about other Symbiose Users without their prior written consent;
(10) undertake, cause, permit, or authorize the translation, reverse engineering, disassembling, or hacking of any aspect of the Service, or attempt to do any of the foregoing, except and solely to the extent described in these Terms, the Service’s authorized features, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Symbiose;
(11) access, tamper with, or use non-public areas of the Service, Symbiose’s (and its service providers’) computer systems and infrastructure, or the technical delivery systems of Symbiose’s service providers;
(12) harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Symbiose employees, and other Symbiose Users;
(13) solicit, or attempt to solicit, personal information from other Symbiose Users, except as permitted through the Service’s functionality;
(14) restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about Symbiose Users;
(15) gain unauthorized access to the Service, to other Symbiose Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
(16) violate any applicable federal, state, or local laws, regulations;
(17) use the Service for any illegal, inappropriate, and/or unauthorized conduct, including using the Service to contact other Symbiose Users for sexual or other inappropriate purposes, or using the Service in violation of Symbiose’s or any third party's intellectual property or other proprietary or legal rights; or
(18) use or access the Service to build a competing service.
We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
3. No Medical Advice.
A. No Medical Advice. THE SERVICE DOES NOT PROVIDE ANY MEDICAL, PSYCHIATRIC, OR OTHER PROFESSIONAL HEALTH CARE ADVICE; NOR IS IT INTENDED TO BE USED TO ASSESS HEALTH CONDITIONS OR SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, OR RELIED UPON FOR DIAGNOSIS OR TREATMENT. Any information you receive via the Service, including any conversation with our artificial intelligence agent, is not medical advice, and is not reviewed or authorized by a physician or healthcare provider. Use of the Service does not, and is not intended to, create or constitute a physician-patient relationship with Symbiose, its officers, directors, employees, independent contractors, agents, or anyone acting on behalf of Symbiose. Use of the Service may offer certain potential benefits (e.g., automated reminders to engage in certain activities), but also presents certain potential risks (e.g., is not able to take into account all the specifics of each Symbiose User’s medical history, and our artificial intelligence agent is not able to exercise medical judgment).
B. Opportunity to Consider. BY AGREEING TO THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU HAVE HAD THE OPPORTUNITY TO CONSIDER THE RISKS AND BENEFITS OF THE USE OF THE SERVICE, AND THAT YOU HAVE PROVIDED VOLUNTARY INFORMED CONSENT TO USE THE SERVICE AND SYMBIOSE’S PROVISION OF THE SERVICE TO YOU.C.
4. Content Submitted to the Service.
A. Materials. By sending or transmitting to us information (including text or audio information transmitted to our artificial intelligence agent), opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “Materials”), or by posting such Materials to any area of the Service, you grant Symbiose and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, and import such Materials in any media now known or hereafter developed, for the purpose of providing, enhancing, and developing the Service, without compensation to you, and for use in our advertising and marketing materials. You hereby waive any moral rights or other rights with respect to attribution of authorship regarding Materials that you may have under applicable law. None of the Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any Materials. Symbiose may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by our artificial intelligence agent or any Symbiose User. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Symbiose or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service.
B. Monitoring. We have the right (but not the obligation) to: (1) monitor the Service and Materials; (2) alter or remove any Materials; and (3) disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Service, protect ourselves and our members and visitors, and to comply with legal obligations or governmental requests. If you believe any content violates our member policies, please contact Symbiose immediately at email@example.com so that we can consider its editing or removal.
C. Rights in Materials. You are solely responsible for your Materials and the consequences of posting them on the Service. By posting Materials, you represent and warrant that: (1) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your Materials do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) slander, defame, or libel any other person; (3) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your Materials do not contain any confidential information of any third party. We reserve all rights and remedies against any Symbiose Users who breach these representations and warranties.
5. Payment Terms and Order Processing.
A. Fees. Access to the Service, or certain features of the Service, may require you to pay fees, including one-time fees or fees on a subscription basis, and may provide you the option to activate recurring automatic payments for recurring fees. Before you pay any fees, including before activating or updating any recurring payments, you will have an opportunity to review the fees that you will be charged before you accept them. If you activate or update recurring payments through the Service, you authorize Symbiose or its third-party service providers to periodically charge, on a going-forward basis and until cancellation, all accrued sums on or before the payment due date for the accrued sums. Recurring subscriptions automatically renew unless they are cancelled via a method described in the Service at least 24 hours before the end of the current subscription period.
B. Free Trial. Symbiose may offer a free trial period during which you can use the Service for a limited period of time. You can manage or cancel the trial subscription through your Apple App Store account or otherwise via any methods described in the Service.
C. Payment Processing. Payment processing services for Symbiose may be provided by a third-party payment processor, Stripe Inc. (“Stripe”). Stripe uses your credit card to make payments for the Service. The processing of credit card charges or credits, as applicable, relating to your use of the Service will be subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). You hereby agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time as set forth therein. As a condition of Symbiose enabling payment processing services through Stripe, you agree to provide Symbiose accurate and complete information about you, and you authorize Symbiose to share it and transaction information related to your use of the payment processing services provided by Symbiose.
6. Term and Termination.
A. Term. The term of these Terms will commence on the date on which you first access or use the Service in any way and will continue so long as you continue to access or use the Service, unless earlier terminated by Symbiose.
B. Termination and Other Remedies. Symbiose may take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms including termination of these Terms, the suspension or termination of your access or account, or blocking you from access to the Service.
C. Effect of Termination. The following Sections of these Terms will survive termination or expiration of these Terms: 1.A, 1.C, 1.D, 1.E, 2–5, 6.C, and 7–29. Payments by you, which accrue or are due before termination or expiration of these Terms, will continue to be payable by you, and amounts owed to Symbiose at the time of such termination or expiration, will continue to be owed by you after such expiration or termination.
A. Proprietary Information. The Service, including any content, modifications, enhancements, and updates, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Symbiose and its licensors, as applicable. The Proprietary Information is licensed, rather than sold, to you pursuant to these Terms. You have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to these Terms.
B. Trademarks. You acknowledge that Symbiose has acquired, and is the owner of, common law or registered trademark rights in the name and word mark "Symbiose", “Inwords”, and in the other marks and design marks displayed on the Service. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or Symbiose’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. You may not use our name or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing name and marks by you will inure exclusively to the benefit of Symbiose. All marks shown on the Service but not owned by Symbiose are the property of their respective owners.
8. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Symbiose infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
A. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
B. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
C. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Symbiose to locate the material on the Service;
D. the name, address, telephone number, and email address (if available) of the complaining party;
E. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
F. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Symbiose a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to firstname.lastname@example.org (attn: Ryan McKinney). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
9. Disclaimer of Warranty.
A. DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO, AND VIDEO TRANSMITTED OVER THE INTERNET MAY BE SUBJECT TO INTERRUPTION OR THIRD-PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, SYMBIOSE DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF SYMBIOSE, ITS AFFILIATES OR SERVICE PROVIDERS, SYMBIOSE’S CONTENT PROVIDERS, AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, AND/OR CONTRACTORS (COLLECTIVELY, THE “SYMBIOSE PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. SYMBIOSE CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, THE INTERNET, OR FOR YOUR MISUSE OF ANY CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICE. YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON OUR ARTIFICIAL INTELLIGENCE AGENT OR ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
B. NOT A HEALTH CARE PROVIDER. SYMBIOSE IS NOT A HEALTH CARE PROVIDER AND DOES NOT DIAGNOSE OR TREAT HEALTH CONDITIONS. SYMBIOSE PROVIDES NO ENDORSEMENT, REPRESENTATION, OR WARRANTY THAT ANY PARTICULAR TREATMENT IS OR WILL BE SAFE, EFFECTIVE, OR APPROPRIATE FOR YOU. DO NOT USE THE SERVICE FOR MEDICAL EMERGENCIES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 (OR THE EQUIVALENT CONTACT NUMBER FOR EMERGENCY SERVICES IN YOUR REGION) IMMEDIATELY. SYMBIOSE IS NOT RESPONSIBLE FOR DELAYED RESPONSE TIMES OR TECHNICAL DIFFICULTIES EXPERIENCED VIA THE SERVICE.
C. Third-Party Information. You acknowledge that any information you obtain from another Symbiose User comes from those individuals, and not from Symbiose, and that Symbiose, to the fullest extent permitted by law, is not in any way responsible for any of the information these third parties may supply or for any statements, claims, or representations they may make. To the fullest extent permitted by law, Symbiose disclaims any such statements, claims, or representations and the same do not expand or otherwise modify these Terms.
10. Limitation of Liability.
A. LIMITATION. TO THE FULLEST EXTENT PERMITTED BY LAW: (1) EACH SYMBIOSE USER IS SOLELY RESPONSIBLE FOR: (A) HIS OR HER USE OF THE SERVICE; AND (B) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE; (2) THE AGGREGATE LIABILITY OF THE SYMBIOSE PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE GREATER OF THE AMOUNT OF FEES PAID BY YOU UNDER THESE TERMS DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION) OR $100; AND (3) NONE OF THE SYMBIOSE PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH SYMBIOSE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. INDEPENDENT INVESTIGATION. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICE. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
11. Third-Party Disputes. SYMBIOSE IS NOT AFFILIATED WITH ANY OTHER SYMBIOSE USER, CARRIER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER SYMBIOSE USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE SYMBIOSE (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURERS, AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, ARISING OUT OF OR CONNECTED WITH SUCH DISPUTES.
12. Force Majeure. Any computer system, service, or electronic device, whether it is yours, an internet service provider’s, a mobile network operator’s, or ours, can experience unanticipated outages, slowdowns, or capacity limitations. As a result of high internet traffic volume, transmission problems, systems capacity limitations, and other problems, you may experience difficulty accessing the Service or communicating with us through the internet or other electronic and wireless services. The Service may be unavailable during system maintenance, for security precautions, or when interrupted by circumstances beyond our control. Symbiose will not be liable for any delay or failure to perform any obligation in these Terms if the delay or failure is due to any of the foregoing or for any other unforeseen events that are beyond Symbiose’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic/pandemic, or governmental action.
A. Indemnity. To the fullest extent permitted by law, you will defend, indemnify, and hold the Symbiose Parties harmless against any loss or damage of any kind (including attorneys’ fees and lost revenues) arising from: (1) any breaches by you of these Terms or any representation, warranty, or covenant contained in these Terms; (2) any use of the Service not specifically authorized in these Terms or on the Service; and (3) any claims and actions against any Symbiose Party by other parties to whom you allow access to the Service.
B. Procedure. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any such claim or matter without our written consent.
14. Additional Service Features.
A. Access to Third-Party Services. The Service may contain information on products and services provided by third parties and links (including advertisements) to third-party websites (collectively, “Third-Party Services”). Third-Party Services are provided only as a convenience to Symbiose Users. Symbiose does not review or control Third-Party Services, and Symbiose does not make any representations or warranties regarding Third-Party Services. Inclusion of any Third-Party Services in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Symbiose with respect to any Third-Party Services. Symbiose is under no obligation to maintain any link on the Service and may remove a link at any time in its sole discretion.
15. Dispute Resolution.
A. Generally. In the interest of resolving disputes between you and Symbiose in the most expedient and cost-effective manner, you and Symbiose agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SYMBIOSE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND SYMBIOSE UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 15.I (OPT OUT).
Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
B. Exceptions. Despite the provisions of Section 15.A (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.
C. Arbitrator. Any arbitration between you and Symbiose will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Symbiose. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
D. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Symbiose’s email address for Notice is email@example.com. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to Symbiose, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or Symbiose may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Symbiose must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Symbiose will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Symbiose in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.
E. Fees; Location. If you commence arbitration in accordance with these Terms, Symbiose will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Symbiose for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
F. No Class Actions. YOU AND SYMBIOSE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 15 (DISPUTE RESOLUTION)). Unless both you and Symbiose agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
G. Modifications to this Arbitration Provision. If Symbiose makes any future change to this arbitration provision, other than a change to Symbiose’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Symbiose’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Symbiose. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.
H. Enforceability. If Section 15.F (No Class Actions) is found to be unenforceable or if the entirety of this Section 15 (Dispute Resolution) is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution) will be null and void and the exclusive jurisdiction and venue described in Section 18 (Governing Law; Choice of Forum) will govern any action arising out of or related to these Terms or your use of the Service.
I. Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 15 (Dispute Resolution), you may opt out of this Section 15 (Dispute Resolution) by notifying Symbiose in writing of your decision by sending, within 30 days of the date you receive these Terms, an electronic message to firstname.lastname@example.org, stating clearly your full name, address, and intent to opt out of this Section 15 (Dispute Resolution). Should you choose not to opt out of this Section 15 (Dispute Resolution) within the 30-day period, you and Symbiose will be bound by the terms of this Section 15 (Dispute Resolution). You have the right to consult with counsel of your choice concerning this Section 15 (Dispute Resolution). You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 15 (Dispute Resolution).
17. Protected Activity Not Prohibited. Nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Symbiose. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Symbiose confidential information to any parties other than the Government Agencies.
18. Governing Law; Choice of Forum. The laws of the State of California, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. To the extent that any action relating to any dispute under these Terms is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
19. Feedback. If you provide any feedback to Symbiose concerning the functionality and performance of the Service (including identifying potential errors and improvements), you hereby assign to Symbiose all right, title, and interest in and to such feedback, and Symbiose is free to use such feedback without payment or restriction.
21. Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal, and enforceable expression of the intent of the parties, and the remainder of these Terms will not be affected thereby.
22. Relationship of Parties. Nothing in these Terms will be deemed to create an employer-employee relationship between Symbiose and you, nor any agency, joint venture, or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
23. Waiver. No delay, omission, or failure to exercise any right or remedy provided under these Terms will be deemed to be a waiver thereof or an acquiescence to the event giving rise to such right or remedy, or a waiver of or acquiescence to any other right, remedy, or event.
24. Assignment. Neither these Terms nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Symbiose and any attempt to do so will be null and void. Symbiose may assign or transfer these Terms at any time without your permission.
25. Third-Party Beneficiaries. There are no intended third-party beneficiaries of these Terms, except as described in Section 28 (Notice Regarding Apple).
26. Interpretation. If Symbiose provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in these Terms should be construed as if followed by the phrase “without limitation.”
27. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Symbiose Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
28. Notice Regarding Apple. This Section 28 only applies to the extent you are using the App on an iOS device. You acknowledge that these Terms are between you and Symbiose only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (A) product liability claims; (B) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (C) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby 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.
29. Contact Us. If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at email@example.com