Terms of Service
Last Updated: December 20, 2024
INTRODUCTION
SylvanCycle, LLC (“SylvanCycle”, “we”, “our”, or “us”) provides a proprietary marketplace for fire mitigation services and materials available through its online platform (the “Platform”) and may provide software that may be downloaded to your smartphone or tablet to access services (each a “Mobile Applications”). The Platform, the Mobile Applications, the SylvanCycle Content (defined below) provided with or through the Platform, and the services which SylvanCycle provides to you in connection with the foregoing, are referred to as the “Services”.
These Terms of Service (these “Terms”) are a legal agreement between SylvanCycle and you governing your access to and/or use of the Services. If you are agreeing to these Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party.
Below is a summary of certain obligations, responsibilities, and liabilities you are assuming by accessing these Services. Please note that this is not an exhaustive list and it remains your sole responsibility to review and understand these Terms of Service:
- SylvanCycle provides an online marketplace for fire mitigation services and materials through its Platform and Mobile Application.
- Users can list or purchase fire mitigation related items and services, with SylvanCycle acting solely as a marketplace facilitator, not as a party to transactions.
- Users are solely responsible for providing, managing, paying for, and fulfilling sales, warranties, customer service, returns, refunds, and accommodations related to Listings, Goods, and related Sales.
- All transactions are direct contracts between Buyers and Sellers, with SylvanCycle assuming no responsibility for the underlying goods or services.
- If a Seller is acting as an agent for a property owner, such Seller is responsible for ensuring that they have consent for Buyers to access such property owner’s property, to the extent that it is necessary to complete a transaction.
- Users are responsible for verifying accuracy and legitimacy of Listings before proceeding with purchases, and must exercise caution and sound judgment when engaging with other Users.
- Users are solely responsible for their interactions with other Users, including all purchase and sale transactions.
- Users assume all risks associated with their interactions with other Users on the Platform.
- Users agree to indemnify SylvanCycle against claims arising from their use of the Platform or violations of these Terms of Service.
- Disputes with SylvanCycle must be resolved through arbitration in Denver, Colorado, and Users waive rights to class actions or jury trials.
BY REGISTERING FOR THE SITE OR SERVICE, OR BY OTHERWISE ACCESSING THE SITE OR USING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND THE CODE OF CONDUCT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. To register an Account with SylvanCycle, you must be 18 years or over.
1. SERVICES
1.1 Marketplace. The Services provide an online marketplace where users of the Services (“Users”, “you”, or “yours”) can list or post (each, a “Listing”) items, materials, services, or other items related to fire mitigation (each, a “Good”) for purchase, exchange, and/or sale by other Users (each, a “Sale”). For the purposes of these Terms, when Users purchase or receive Goods, they are “Buyers”, and when Users engage in the Sale of Goods, they are “Sellers.” Users may, at different times, be both Buyers and Sellers. By using the Services, Buyers and Sellers enter into a contract for the Sale of Goods directly between themselves, and SylvanCycle is not a party to such transaction. The Services are solely intended to operate as a marketplace facilitating such transactions between Users; we are not responsible for the underlying Goods that are provided in a Listing or Goods involved in Sales between Users.
1.2 Code of Conduct. In connection with using and or accessing the Services, you will comply with this Code of Conduct, these Terms and all applicable laws, rules and regulations. Without limiting the foregoing, you will at all times comply with the following in connection with your use of the Services:
(a) All Users agree that they: (i) are solely responsible for determining that the Services are suitable for their intended use; (ii) are solely responsible for providing, managing, paying for, and fulfilling any sales, warranty and customer service, returns, refunds or accommodations to Users in connection with a Listing or Sale of Goods to Buyers; (iii) will comply with this SylvanCycle’s Code of Conduct at all times; (iv) will not to post any User Materials that is unlawful, harmful, violent, illegal, infringing on third party rights, false, misleading, fraudulent, pornographic, libelous, invasive, encouraging of money laundering, gambling, or any other unlawful or unwarranted behavior; (v) will not interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying our Services or damage, disable, overburden, put unreasonable load on, or otherwise impair the functioning of the Services infrastructure or the networks connected to the Services; (vi) will not promote any illegal activity or enterprise; (vii) will not stalk, harass, bully, impersonate or solicit information unrelated to a listed Item from anyone; (viii) will not sell or transmit anything you do not have a right to sell or transmit under law or existing relationship; (ix) will not pose a privacy or security risk to the Services or any User; (x) will not infringe anyone’s intellectual property, such as by posting counterfeit products for sale through the Services; (xi) will not spam any Users with email, junk mail, fraud, schemes, or the like; (xii) will not use the contact information of any User of the Services (including Buyers) for any purposes other than in relation to any Sale or other communication related to a Listing or Sale between Users; (xiii) will not use the Services in any way that is contrary to SylvanCycle’s public image, goodwill, or reputation; (xiv) will not create multiple account to evade punishment or avoid restrictions; and/or (xv) take any action or inaction which SylvanCycle, in its sole judgment, believes is questionable or could cause harm or liability.
(b) Users will not express or imply that any statements, activities, or causes are endorsed by SylvanCycle, without SylvanCycle’s prior written consent in each instance. Notwithstanding the foregoing, a Seller will be entitled to make a factual reference which states that the Seller sells its Goods on the Services. All other references (including any commentary on the factual reference mentioned above) will be subject to SylvanCycle’s prior written consent in each instance.
(c) We may review, edit, or hold Sellers’ Listings and/or Goods for approval to ensure the integrity of our Services, but this does not change your obligations to us or to Buyers. These reviews may include automated or other audits of your Listings and/or Goods to verify compliance with these Terms and applicable law, but SylvanCycle does not assume any responsibility or liability or otherwise agree to modify your responsibilities and liabilities under these Terms and applicable law. In addition, Sellers warrant that they (i) have the legal right and authority to sell any Goods that are included in a Listing or are part of a Sale on the Services; and (ii) are solely responsible for providing customer service to Buyers in connection with their Goods.
(d) If a Seller is acting as an agent for a property owner, Seller represents and warrants that it will receive the property owner’s consent for Users to access such property owner’s property in order to acquire the Goods or perform services related to a Listing or Sale. Seller assumes all liability and risk for other Users’ access to property that is not owned by the Seller, and must keep the property owner informed of all activities related to a Listing and/or Sale. Any User acting as an agent on behalf of a property owner agrees to include substantially similar terms in its agreement with property owners if services include Listings for pickup on such individual’s property via the Platform: “I agree to allow [service provider name] to list wood for pickup on my property, and that in doing so I am allowing SylvanCycle users to access my property for this specific purpose. I release SylvanCycle from all liability related to any claims that may arise on my property from such authorized access, including any injuries or damage that may occur on my property."
1.3 Prohibited Items. The following Goods are not allowed to be Listed for Sale on the Services, no matter how they are presented. Users who attempt to List or engage in the Sale of prohibited or otherwise illegal Goods risk immediate and permanent suspension from the Platform, and other enforcement actions. Prohibited items include, but are not limited to: (a) counterfeit, which be referred to as “replicas”, and may include fakes, knockoffs, bootlegs, and otherwise illegally replicated Goods; (b) sexually explicit items and content featuring nudity; (c) content that inherently expresses, encourages, or glorifies hate or violence towards individuals or groups based on race, ethnicity, immigration status, national origin, religion, gender, gender identity, sexual orientation, disability, weight or size; (d) Goods that may present an outsized risk of harm if produced, maintained, or used improperly; (e) hazardous materials, including but not limited to aerosols and ozone-depleting substances; fuels, combustibles, and explosive precursors; carcinogens, poisons, and pesticides; radioactive materials; and/or toxic plant materials; (f) classified medical devices and prescription items; (g) human body parts, waste, fluids, and remains; (h) deceptive content, such as Equipment and accessories that may enable someone to impersonate trusted figures such as current active police, military, airport, or emergency personnel; or (i) stolen merchandise.
1.4 Disclaimer. All Users should be aware that Goods or Listings found on the Services may be inaccurate misleading, dangerous, unethical or illegal. Please exercise caution and use sound judgement when engaging with another User. Please take all necessary steps to ascertain that information providing in a Listing with respect to the Seller, Goods, or other Users is correct and has been verified before proceeding with a Sale.
1.5 Accounts and Registration. You may access and use certain features of the Services by creating a SylvanCycle User Account (your “Account”). You may log into your Account to use such Services using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your username, whether or not you have authorized such activities or actions. You agree that the information that you provide to SylvanCycle about yourself upon registration of your Account, and at all other times, (“Registration Information”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Registration Information to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. SylvanCycle reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify SylvanCycle immediately at support@sylvancycle.com. SylvanCycle is not liable for any loss or damage arising from your failure to comply with the above requirements. If You connect us with a third party services such as Facebook, Google, Stripe, or LinkedIn, You give us permission to access and use Your information from that third party service as permitted by that service, and to store Your login credentials for that service.
1.6 Platform License. Subject to these Terms, SylvanCycle grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services specifically made available to you for your own internally business purposes permitted by SylvanCycle and strictly in accordance with these Terms (the “Permitted Purpose”). This license is exclusive to you and you may not sublicense the use of the Services.
1.7 SylvanCycle Content and Materials. The Services may include access to certain information, data, reports, templates, spreadsheets, analyses, methodologies, and other content (“SylvanCycle Content”). All SylvanCycle Content is the protected intellectual property of SylvanCycle and its licensors. You are permitted to access and use the SylvanCycle Content solely and exclusively for your own internal business purposes in accordance with these Terms.
1.8 Limitations. You agree that you are solely responsible for any and all acts and omissions that occur through your use of the Services and SylvanCycle Content. You agree you will not, and will not permit any third party to: (a) access or attempt to access the Services except as expressly provided in this Agreement; (b) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Services; (c) use automated scripts to collect information from or otherwise interact with the Services; (d) alter, modify, reproduce, or create derivative works of the Services; (e) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Services or otherwise make the Services available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Services; (h) monitor the availability, performance, or functionality of the Platform; or (i) interfere with the operation or hosting of the Platform. You agree that you (and not SylvanCycle) are responsible for ensuring that you comply with any applicable laws when you use the Services.
2. PRICING AND PAYMENT
The Services are initially made available under these Terms without any charge. However, SylvanCycle reserves the right to beginning charging for the Services, or any component thereof. Any fees for the Services will be posted on the Platform. The Services currently uses Stripe, Inc.’s (“Stripe”) payment processing services to process transactions between Users. To complete transactions between Users, you will need to establish a “Connected Account” with Stripe, and agree to Stripe’s applicable terms of service and/or agreements for that account (the “Stripe Terms”). You agree that SylvanCycle may use your Stripe data in the provision of the Services to you, and you authorize SylvanCycle to perform these Services with respect to your Account. You hereby authorize SylvanCycle to (a) facilitate payments, account debits, refunds, chargebacks, and all other supported or required transactions through your Connected Account, (b) access your Connected Account and any Data (as those terms are defined in the applicable Stripe documentation) contained in your Connected Account; (b) assist you with creating and managing transactions with your customers and users; and (d) deduct amounts (for example, fees for use of the Platform) from funds payable to you from transactions occurring in connection with the Platform. If your Connected Account has insufficient funds to process refunds or other fees or charges which are payable from your Connected Account, SylvanCycle may recover such amounts from you by charging your credit card.
3. USER MATERIALS
3.1 Copyright in Your User Materials. In connection with your access to, or use of, the Services, you may have the opportunity upload or provide certain information, data, text, software, music, sound, photographs, graphics, video, messages, Goods, or other materials (“User Materials”). SylvanCycle does not claim ownership rights in any such User Materials that you make available. By submitting your User Materials you hereby grant to SylvanCycle a non-exclusive, transferable, sublicensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such User Materials through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the Services.
3.2 Distribution of User Materials. You are responsible for the User Materials you provide. You represent and warrant that (a) you own or have the right to post such User Materials and (b) such User Materials, or its use by SylvanCycle pursuant to the license granted above, does not: (i) violate these Terms, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your User Materials by SylvanCycle or other individual or entity without the prior express written consent from SylvanCycle or such individual or entity.
3.3 Review of User Materials and Materials. While SylvanCycle does not and cannot review all third party material uploaded in connection with the Services, and is not responsible for its content, SylvanCycle reserves the right to remove, delete, move, or edit User Materials that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. SylvanCycle will not be liable for any User Materials submitted by you or any other party.
4. THIRD PARTY SOFTWARE
The Services may contain links to other websites operated by third parties (“Third Party Sites”). Such Third Party Sites are not under our control. SylvanCycle provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites. Your use of these Third Party Sites and any associated product or service is at your own risk.
5. PRIVACY
SylvanCycle respects the privacy of is users. SylvanCycle collects, uses and discloses information about you in accordance with SylvanCycle’s Privacy Policy, located at https://sylvancycle.com/privacy-policy (the “Privacy Policy”). You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly, SylvanCycle cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.
6. SUSPENSION AND TERMINATION
SylvanCycle reserves the right to suspend or terminate your Account and your access to and use of the Services, at any time, without notice. SylvanCycle reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that SylvanCycle shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
7. OWNERSHIP AND INTELLECTUAL PROPERTY
7.1 Reservation of Rights. Neither you nor SylvanCycle assigns, licenses, or transfers rights in any intellectual property except as expressly stated in these Terms.
7.2 SylvanCycle Ownership in the Services. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services (i.e., the Platform and Mobile Applications), as well as any databases, software, hardware, and other technology used by or on behalf of SylvanCycle to operate the Services are owned by SylvanCycle and its licensors. Your access to or use of the Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Other than with respect to your User Materials, SylvanCycle retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it.
7.3 Feedback. You may provide SylvanCycle with input, comments, or suggestions regarding the Services (collectively “Feedback”). In such event, you hereby grant to SylvanCycle a non-exclusive, perpetual, worldwide, royalty-free license to use such Feedback in connection with improvements to, or delivery of, the Services. SylvanCycle has no obligation to make use of any Feedback.
8. DISCLAIMERS OF WARRANTY
8.1 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. SYLVANCYCLE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY SYLVANCYCLE, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYLVANCYCLE MAKES NO WARRANTY THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (B) THE SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THE SERVICES WILL BE AVAILABLE, OR THAT DATA WILL BE SECURE FROM UNAUTHORIZED ACCESS; (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE COMPLETE, ACCURATE, OR RELIABLE; (E) USERS WILL BE ABLE TO SELL OR PURCHASE ANY ITEMS THROUGH THE SERVICES; OR (F) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, EXCHANGED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
8.3 SYLVANCYCLE MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND REGARDING THE GOODS OFFERED, EXCHANGED, OR SOLD THROUGH THE SERVICES, INCLUDING THE AUTHENTICITY, QUALITY, SAFETY, OR LEGALITY OF SUCH ITEMS, THE TRUTH OR ACCURACY OF ANY LISTINGS, OR THE ABILITY OF BUYERS AND SELLERS TO TRANSACT ANY BUSINESS THROUGH THE SERVICES. SYLVANCYCLE MAKES NO REPRESENTATIONS CONCERNING ANY USER MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND SYLVANCYCLE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. SYLVANCYCLE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
9. INDEMNITY; LIMITATION OF LIABILITY
9.1 Users agree to indemnify, and hold SylvanCycle, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (a) your access to or use of the Services; (b) your provision of, access to, use of, or purchase or Sale of any Goods; (c) your violation of these Terms or the Stripe Terms; or (d) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right. SylvanCycle reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SylvanCycle and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without SylvanCycle’s prior written consent. SylvanCycle will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
9.2 USERS AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL SYLVANCYCLE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF SYLVANCYCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SERVICES, FROM ANY CHANGES TO THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR USER MATERIALS, OR FROM YOUR ACCESS TO, USE OF, OR PURCHASE OR SALE OF GOODS.
9.3 IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL SYLVANCYCLE HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IT IS THE INTENTION OF YOU AND SYLVANCYCLE THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
9.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AND IN PARTICULAR WITHIN THIS SECTION SHALL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
10. RELEASE
10.1 By using the Services, you may interact with other Users. You release us from all liability relating to your interactions with other Users. When interacting with other Users, you assume all the risks of your interactions. You will be solely responsible and liable for your use of the Services, including buying, selling, transacting, and communicating on the Services. You understand and agree that by accessing Goods or engaging in a Sale, there may be inherent risk of injury from use of or access to another individual’s property, and Users agree to waive any claims against SylvanCycle, and assume all risks, related to such activities.
10.2 We encourage Users to resolve disputes with one another amicably. You are solely responsible for your interactions with other Users, including any purchase or sale transactions. SylvanCycle has no obligation to resolve disputes between Users, but SylvanCycle reserves the right to attempt to help Users resolve disputes. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, damages, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users of the Services or in connecting with any Listing, Sale, or Goods.
11. GENERAL
11.1 Modification. SylvanCycle may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Platform or Services after the “Last Updated” date at the top of these Terms. Your continued access to or use of the Platform or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Platform or Services.
11.2 Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that SylvanCycle has not adhered to these Terms, please contact us by email at the email address on the Platform. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and SylvanCycle are unable to reach a resolution to the dispute, you and SylvanCycle will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND SYLVANCYCLE AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN SYLVANCYCLE AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SYLVANCYCLE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and SylvanCycle otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. Notwithstanding the foregoing, SylvanCycle may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction. If you are subject to any state or federal law requiring that the laws of a different jurisdiction apply or that prohibit dispute resolution in the manner required in this Section, then this Section shall be deemed revised to conform with such laws.
11.3 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and SylvanCycle as a result of these Terms or use of the Services.
11.4 Waiver. The failure of SylvanCycle to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by SylvanCycle in writing.
11.5 Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
11.6 Survivability. All terms which, expressly or by their nature, are intended to survive termination or expiration of this Agreement shall so survive.
11.7 Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to SylvanCycle by postal mail to the address for SylvanCycle listed on the Platform and SylvanCycle’s website. SylvanCycle may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to SylvanCycle in connection with your Account, provided that in the case of any notice applicable both to you and other users of the Platform, SylvanCycle may instead provide such notice by posting on the Platform. Notices provided to SylvanCycle will be deemed given when actually received by SylvanCycle. Notice provided to you will be deemed given 24 hours after posting to the Platform or sending via email.
11.8 Entire Agreement. These Terms constitute the entire agreement between you and SylvanCycle with respect to the Services, superseding any prior agreements between you and SylvanCycle. The failure of SylvanCycle to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and SylvanCycle nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.