Terms of Use

1. PERSONAL DATA COLLECTED
• EUROPEAN PRIVACY NOTICE
• CALIFORNIA PRIVACY NOTICE
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Effective Date: March 1, 2024

These Terms of Use (“TOUs”) are a legal agreement between you and Sylva, Inc. (“Sylva” “we,” “us,” or “our”) that governs your use of Sylva’s website located at https://withsylva.com (the “Site”) and the related services provided on or through the Site (collectively, the “Services”). 

PLEASE NOTE: These Terms of Use specifically apply to the general access and use of our Sites and Services and are separate from the Terms of Service ("TOS") that govern our subscription-based services. By accessing or utilizing the Sites and Services as outlined in these TOUs, you acknowledge and affirm your understanding of, and agreement to, these TOUs. Should you choose to engage with any of Sylva’s subscription services, it is imperative that you acquaint yourself with and agree to the TOS, which will govern your subscription interactions separately and distinctly.

Please see the Sylva Privacy Policy for information on our data collection practices.

BY ACCESSING OR USING THE SITES OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY, AND WAIVER OF A RIGHT TO JURY TRIAL. 

Any new or additional features, tools, services, or content that are added to the Sites and/or Services will also be subject to these TOUs. In some instances, you may be subject to different or additional terms and conditions, policies and guidelines (“Additional Terms”) that are applicable to certain Sites and/or parts of the Services. Those Additional Terms will be posted on the applicable Sites or Services in connection with the relevant offerings. In the event of a conflict between these TOUs and the Additional Terms, the Additional Terms shall control with regard to the Site and/or Services to which they relate.

These TOUs and the Additional Terms are subject to change at any time, so we encourage you to periodically review all terms and conditions posted on the Sites and Services. If we make any changes to these Terms of Use or any Additional Terms, we will post the updated version(s) on the applicable Site or Services, along with a new Effective Date. The Terms of Use that apply to you are the most recent version of the Terms of Use that appear on a non-cached browser.

If these Terms of Use or any Additional Terms are not acceptable to you, or if any changes to these Terms of Use or Additional Terms are not acceptable to you, you must stop your access to and/or use of the Services and, where applicable, uninstall any downloads and applications associated with the Services.

1. ELIGIBILITY

The Sites and Services are available only to users who can form legally binding contracts under applicable law. By accessing or using any Site or Service, you represent that you are at least eighteen (18) years of age, or over the age of majority in the state or country where you are a resident or citizen. If you are under the age of majority in your state or country, you must not use any Site or Service.

2. OWNERSHIP; INTELLECTUAL PROPERTY; PERMITTED USE

The Sites, Services and all information, materials, and other content available therethrough (collectively, the “Content”) are for the personal use and enjoyment of individual users only and may not be used in connection with any commercial endeavor. The Content is the sole and exclusive property of Sylva, our affiliates, its licensors and certain other third parties and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition rights and laws to the fullest extent possible. Sylva and our affiliates own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content.

All trademarks, service marks, logos, trade names, and any other proprietary designations of Sylva and our affiliates used herein are trademarks or registered trademarks of Sylva, our affiliates, or our suppliers. You may not use any of our trademarks, logos, or trade dress in connection with any product or service that is not owned or provided by us, in manner that is likely to cause confusion among customers or users, or in any manner that disparages us or our partners or suppliers.

Subject to your compliance with these TOUs, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Sites and Services, and to access, use, and view any Content, solely for your personal and internal business purposes. Except for the limited rights set forth in this Section, you may not copy, sell, rent, distribute, modify, publicly perform, publicly display, transfer, create derivative works of, or sublicense the Sites, Services or Content. Your right to access and use the Sites, Services and the Content shall automatically terminate upon any violations of these TOUs.

When using any Sites, Services or Content, you must not:

  • remove any proprietary notices on the Sites, Services or Content, or attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or security system used as part of the Sites, Services or Content;
  • upload to the Sites or Services the Personal Data of others that you are not authorized to provide;
  • provide, post on or transmit through the Sites or Services any content, data or information that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, sexually explicit, profane, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable, including any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule or regulation of the laws applicable to you or applicable in the country in which the material is posted;
  • use the Sites, Services or Content in a way that suggests you are a representative of Sylva or any of our affiliates;
  • use the Sites, Services or Content to develop applications, services, websites, or any other functionalities that leverage the Sites, Services or Content;
  • infringe or misappropriate the intellectual property, proprietary or privacy rights of any third party;
  • interfere with or disrupt the proper functioning of the Sites, Services or Content, Sylva or any third-party systems used to host the Site or Services, or other equipment or networks used to provide the Sites, Services or Content;
  • make video or audio recordings, still images, live-stream or otherwise copy or transmit the Sites, Services or Content, or any part thereof;
  • communicate the Content to the public or otherwise grant access to functionalities of the Sites or Services only available to registered users, or any part thereof;
  • make any use of the Sites, Services or Content that violates any applicable local, state, national, international, or foreign law including United States and foreign export regulations and restrictions;
  • allow any individual to use any registration log-in credentials (e.g., user identification(s), code(s), password(s), procedure(s) or user keys) for someone other than the individual identified in the applicable registration information; or
  • cause damage to Sylva’s or any of our affiliate’s businesses, reputation, employees, members, facilities, or to any other person or legal entity.

Any scraping, automated access, or other unauthorized access to, and storage of, Sites, Services or Content will result in immediate termination of your access to the applicable Sites, Services and/or Content. Use of the Sites, Services or Content for any purpose other than what is described in this Section is prohibited.

3. USER GENERATED CONTENT

You may be able to post, submit, publish, or display content, or transmit (hereinafter, “post”) content or other information on or via the Sites or Services (any such posts, collectively, “User Contributions”). User Contributions may include, without limitation, information that may identify you directly (e.g.name, address, telephone number, email address) or indirectly when combined with other information linked or linkable to you (e.g. employment or education information) (“Personal Data”). We urge you to exercise caution when deciding what User Contributions to make; particularly those that include Personal Data and/or disclose any information that you may consider sensitive, such as racial or ethnic origin, political beliefs, philosophical or religious beliefs, membership of a trade union or political party, or physical or mental health or genetic makeup.

You are solely responsible for the User Contributions that you post, including its legality, reliability, accuracy, and appropriateness. Neither Sylva nor any of its affiliates are responsible or liable for the content or accuracy of any User Contributions posted by you or any other user of the Sites or Services. 

By posting User Contributions: (i) you automatically grant, and you represent and warrant that you have the right to grant to Sylva and its affiliates an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, publicly display, publicly perform, and distribute such and to prepare derivative works of, or incorporate into other works, such and to grant and authorize sublicenses of the foregoing; and (ii) understand and agree that such (including without limitation, any portions of User Contributions that identify you as a user of the applicable Site or Service or otherwise disclose Personal Information) is deemed publicly available information. Except as set forth in the immediately preceding paragraph, subject to any applicable Additional Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Contributions. 

We are not obligated to review, monitor, delete, or edit postings. However, we reserve the right to do so at any time in our sole discretion, for any reason or no reason, and to delete or edit any posting that is objectionable, offensive, illegal, or in violation of these TOUs or any guidelines, codes of conduct or other applicable Additional Terms with or without notice. You agree that you have no recourse against us if we refuse to post, or if we delete or refuse to delete, any post by you or other users. The number of posts by any user is subject to reasonable limits at our discretion.

The content standards set out below apply to any and all User Contributions. User Contributions must, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you agree that you will not:

  • Post or deliver any unsolicited advertisement, promotional materials, junk e-mail, bulk e-mail (also known as “spam”), chain letters, surveys, or contests, or solicit participation in any pyramid schemes, without our express prior written consent;
  • Use the Sites or Services for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and buying or selling products or services) (a) without our prior written consent, or (b) unless (i) such use is relevant to and consistent with the purpose of the channel in which the communication occurs; (ii) you clearly disclose your association with any product that you promote; and (iii) such use is consistent with any other applicable Site or Services guidelines or other Additional Terms.
  • Post or deliver, or provide links to, any postings containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortuous, harassing, hateful or otherwise objectionable;
  • Post or deliver, or provide links to, any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of medical condition, religion, race, ethnicity, sexual orientation, gender, age, or disability;
  • Post or deliver, or provide links to, any postings containing defamatory, false, or libelous material.
  • Post or deliver information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;
  • Post or deliver any posting that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or right of publicity, and including by way of meta-tags or any other “hidden text”;
  • Post or deliver any posting that you do not have a right to make available under law or contractual or fiduciary relationships;
  • Post or deliver information that violates any of our guidelines, codes of conduct or other applicable Additional Terms;
  • Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another;
  • Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you deliver;
  • Use the Sites or Services in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use thereof or other users’ computer equipment, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment;
  • Attempt to gain unauthorized access to the Sites or Services, any related website, other accounts, computer system, or networks connected to the Sites or Services, through hacking, password mining, or any other means; or
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites or Services, including harvesting or otherwise collecting information about others such as e-mail addresses or other Personal Data.

We reserve the right to investigate and take appropriate legal action in our sole discretion against anyone who violates this provision, including without limitation, removing the offending communication, terminating such violator’s access to the Sites or Services, or taking further legal action.

4. USER FEEDBACK

By submitting any ideas, feedback, or suggestions (“Feedback”) to us through the Sites or Services or other means, you acknowledge and agree that: (i) your Feedback does not contain confidential or proprietary information of you or any third party; (ii) we are not under any obligations of confidentiality with respect to the Feedback; (iii) we may freely use, reproduce, distribute, and otherwise exploit the Feedback for any purpose; and (iv) you are not entitled to any compensation of any kind from us.

5. MESSAGES

You may cancel or modify our email marketing communications you receive from us by following the instructions contained within our promotional emails. This will not affect subsequent subscriptions, and if your opt-out is limited to certain types of emails, the opt-out will be so limited. Please note that we reserve the right to send you certain communications relating to your account or use of our Sites or Services, such as administrative and service announcements, and these transactional account messages may be unaffected if you choose to opt-out from receiving our marketing communications.

6. COPYRIGHT INFRINGEMENT

  1. Digital Millennium Copyright Act: We are committed to complying with U.S. copyright and related Intellectual Property laws. If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to identify content or material posted on the Sites or Services that is infringing and that you would like removed, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice, you may submit such notice to us by following the instructions in this Section.
  2. DMCA Infringement Notification: If you believe your copyrighted work has been copied and is accessible on the Sites or Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in accordance with the requirements of the DMCA:

i. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.

ii. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.

iii. Identification of the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the website where it is posted or the name of the book in which it has been published).

iv. Identification of the URL or other specific location on the Site or Service where the material you claim is infringing is located, providing enough information to allow us to locate the material.

v. Your name, address, telephone number, and email address so that we may contact you.

vi. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

vii. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Our agent for notice of claims of copyright infringement can be reached as follows:

By mail: 228 Park Ave S PMB 48593, New York, New York 10003-1502, USA

By email: DMCA@withsylva.com 

The email address above is only for reporting copyright infringement and may not be used for any other purpose.

If you believe an individual is a repeat infringer, please follow the instructions above to contact our DMCA agent and provide information sufficient for us to verify the individual is a repeat infringer. It is our policy to remove and discontinue service to repeat offenders.

It is often difficult to determine if your copyright has been infringed. We may elect to not respond to DMCA notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

DMCA Counter-Notification: If access on a Site or Service to a work that you submitted is disabled or the work is removed as a result of a DMCA copyright infringement notice, and you believe in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then you may send a “Counter-Notification” to the email address listed above. Your DMCA Counter-Notification should contain the following information:

  1. A legend or subject line that says: “DMCA Counter-Notification”;
  2. A description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the full URL of the page(s) on the Site or Service from which the material was removed or access to it disabled);
  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  4. Your full name, address, telephone number, email address, and the username of your account with us (if any);
  5. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Southern District of New York), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
  6. Your electronic or physical signature
  7. Receipt of DMCA Counter-Notification: If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the address above that the party who sent us the DMCA copyright infringement notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material. Upon our receipt of a Counter-Notification that satisfies the requirements of DMCA, we will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA's procedures regarding counter notification. All Counter-Notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act. In all events, you expressly agree that Sylva nor any of our affiliates or their employees, officers, directors, or agents will be a party to any disputes or lawsuits regarding alleged copyright infringement. Please note you may be held liable for money damages if you materially misrepresent an activity is infringing your copyrights.

7. OTHER WEBSITES AND SERVICES

The Sites or Services may also link or otherwise refer to third-party websites and services, including independent professional facilitators and experts (“Third-Party Services”). Third-Party Services are not under our control, and we are not responsible for Third-Party Services, or for any information or materials on, or any form of transmission received from, any Third-Party Service. The inclusion of a link or reference to a Third-Party Service does not imply our endorsement of the Third-Party Services. We do not investigate, verify, or monitor the Third-Party Services. We provided links to Third-Party Services for your convenience only. YOU ACCESS THIRD-PARTY SERVICES AT YOUR OWN RISK. THIRD-PARTY SERVICES ARE NOT OUR EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, OR JOINT VENTURERS. WE DO NOT PERFORM THE THIRD-PARTY SERVICES AND YOU HEREBY ACKNOWLEDGE THAT WE DO NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR THIRD-PARTY SERVICES BUT MAY MONITOR AND SUPPORT THIRD-PARTY SERVICES.

8. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITES, SERVICES AND CONTENT ARE PROVIDED “AS IS” “WHERE IS” AND “AS AVAILABLE” WITHOUT WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS, WARRANTY OR GUARANTEE OF THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITES, SERVICES OR CONTENT. THE SITES, SERVICES AND CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT OR ANY OTHER INFORMATION MADE AVAILABLE THROUGH THE SITES OR SERVICES DOES NOT CONSTITUTE ADVICE OF ANY KIND AND SHOULD NOT BE RELIED UPON IN ANY WAY. WE ARE NOT LIABLE FOR ANY OMISSIONS OR ERRORS OF THE SITES, SERVICES OR CONTENT. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS AS SPECIFIED HERE AND, TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU OR A THIRD PARTY.

9. LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SYLVA AND ITS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SYLVA PARTIES”) BE LIABLE UNDER, OR IN CONNECTION WITH, THESE TERMS OF USE OR THEIR SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, FOR ANY: (I) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR LOSS OF DATA; OR (II) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL SYLVA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED AN AMOUNT EQUAL TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID US IN CONNECTION WITH THE TRANSACTION(S) OR CIRCUMSTANCES THAT UNDERLIE THE CLAIM(S); OR (B) FIVE U.S. DOLLARS ($5.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY AS SPECIFIED HERE AND, TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

As permitted by applicable law, you agree to, and you hereby, defend (if we request), indemnify, and hold the Sylva Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Sylva Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your User Contributions; (ii) your use of the Sites, Services or Content and your activities in connection therewith; (iii) your breach or alleged breach of these TOUs or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site, Services or Content or your activities in connection therewith; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) the Sylva Parties’ use of the information that you submit to us (including your User Contributions) subject to our Privacy Policy (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the Sylva Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Sylva Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Sylva Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Sylva. This Section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

11. GOVERNING LAW; DISPUTE RESOLUTION

  1. Forum Selection/Jurisdiction: Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Sites, Services, the Content, your User Contributions, these TOUs, or any applicable Additional Terms (collectively, “Dispute”) shall be in New York, New York. Each party submits to personal jurisdiction and venue in New York, New York for any and all purposes.

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  1. Pre-Arbitration Notification: Sylva and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that Sylva need not do so in circumstances where its claims of intellectual property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”). The party making a claim – whether you or Sylva– shall send a letter to the other side briefly summarizing the claim and the request for relief. If Sylva is making a claim, the letter shall be sent, via email, to the email address listed in your registration, as applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section. If you are making a claim, the letter shall be sent to: 228 Park Ave S PMB 48593, New York, New York 10003-1502, USA. If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section. Either you or Sylva, however, may seek provisional remedies (such as preliminary injunctive relief) subject to Section before the expiration of this sixty (60)-day period.

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  1. Arbitration of Claims: Unless you give us notice of opt-out within five (5) business days of your first use of the Sites or Services, addressed to: 228 Park Ave S PMB 48593, New York, New York 10003-1502, USA, all actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in New York, New York, before a single arbitrator. If the matter in dispute is between Sylva and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. We may have the right to pay the JAMS fees if required for arbitration to be enforceable. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these TOUs waiving or limiting that relief) in a court of competent jurisdiction in New York, New York or, if sought by Sylva, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the Supreme Court, Civil Branch, New York County or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award. To the extent there are any challenges to the arbitrability of a claim, the arbitrator shall determine any and all such challenges.

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  1. Limitation on Injunctive Relief: AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITES OR SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SITES, SERVICES, CONTENT, USER CONTRIBUTIONS, PRODUCT, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY SYLVA PARTY (INCLUDING YOUR LICENSED USER CONTRIBUTIONS) OR A LICENSOR OF ANY SYLVA PARTY.

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  1. Governing Law: These TOUs and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against the Sylva Parties or by Sylva against you pursuant to this Section, or otherwise related to the Sites, Services, Content, User Contributions, products, or Sylva intellectual property, will be governed by, and construed and resolved in accordance with, the laws of the State of New York and the United States of America (with respect to matters subject to federal jurisdiction such as copyright) without regard to principles of conflicts of law. This Section shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and Sylva agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. Either party may seek enforcement of this Section in any court of competent jurisdiction.

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  1. Class Action Waiver: As permitted by applicable law, both you and Sylva waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.

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  1. Jury Waiver: AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS OF USE, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

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  1. Small Claims Matters: Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to Section 11(f).

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  1. Survival: The provisions of this Section shall supersede any inconsistent provisions of any prior agreement between the parties. This Section shall remain in full force and effect notwithstanding any termination of your use of the Sites, Services or these TOUs.

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12. CHANGES TO SERVICES AND/OR TERMS OF USE

To the maximum extent permitted by applicable law, we may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Sites and Services, temporarily or permanently, in whole or in part, at any time with or without notice to you, and we will not be liable for doing so. We reserve the right from time to time to modify these TOUs in our sole discretion and will notify you of material modifications, such as by posting updated TOUs on the Sites or Services, sending you an email to your registered email, or by other reasonable means. Your use of the Sites or Services after any modification we make constitutes your acceptance of the most recent version of these TOUs as modified. You may be required to accept modified TOUs to continue use of the Sites or Services.

13. INTERNATIONAL USE

Please be aware that we are headquartered in the United States and that the Sites, Services and Content are governed by United States law. If you are using the Sites or Services or accessing the Content from outside of the United States, your information may be transferred to, stored, and processed in the United States where our servers may be located.

We make no representation that the Sites, Services or Content are appropriate or available for use in locations outside of the United States, and access to the Sites, Services or Content from territories where such Sites, Services or Content is illegal is prohibited. Those who choose to access the Sites, Services and Content from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Sites, Services or Content in violation of United States export laws and regulations.

If you use the Sites or Services or access the Content outside of the United States you: (i) consent to the transfer, storage, and processing of your information to and in the United States; (ii) will not access or use the Sites, Services or Content if you are on the United States Treasury Department’s “Specially Designated Nationals and Blocked Persons List,” or are located in a country embargoed by the United States; and (iii) agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Sites or Services. The Sites, Services and Content are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject a Sylva Party to any registration requirement within such jurisdiction or country.

14. NOTICES

Where we need to send you notices under these Terms of Use or in connection with your use of the Sites or Services, you hereby consent to receive electronic notices from us, whether addressed to the email address associated with your registration or another email address that you provide to us. To the maximum extent permitted by applicable law, you acknowledge and agree that any communication via email or by postings on the Sites or Services satisfies any legal requirement that such communications be made in writing. All legal notices to us must be sent to: 228 Park Ave S PMB 48593, New York, New York 10003-1502, USA.

15. CONTACT INFORMATION

For help with the Sites or Services or if you have any questions regarding the Sites, Services or these Terms of Use, please contact customer service at the below address/contact information. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive these Terms of Use or the applicable Additional Terms.

Email: contact@withsylva.com

Mail: 228 Park Ave S PMB 48593, New York, New York 10003-1502, USA