Terms & Conditions

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using our services (the “Services”) including but not limited to the https://sypion.com website and Sypion software operated by Sypion LLC (“us”, “we”, or “our”). Your access to and use of our services (the “Services”) is conditioned on your acceptance of and compliance with our Terms of Service. By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the Terms, including the mandatory arbitration provision and class action waiver below, you may not use the Services.

1. Eligibility

You must be at least 13 years of age to access or use our Services or 16 if you live in the European Economic Area and want to access or use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority where you live), you (i) agree to be bound by these Terms and any applicable additional terms and (ii) are fully responsible for the acts or omissions of such user in connection with our Services.

2. Your Information

If you want to use our services through our website or our applications, you have to provide certain personal information, including your name, email address, Discord identification number, and browser data. By providing this information, (a) you give us the right to provide this information to third parties as necessary to provide the Services and (b) you represent and warrant that such information is correct and complete and that you have the legal right to provide this information and use our Services, including without limitation that you have the legal right to use any payment method in connection with the Services.

By accessing our Services, you agree to be fully responsible for all activities that occur under your account information.

3. Our Services

We do not guarantee the completeness and accuracy of any information in connection with our Services, including pricing, images, availability and products. Your use of our Services is at your sole risk. Our Services are provided on an “AS IS” basis and are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties or merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our Services will function as intended or are available at any particular time or location, that any defects will be corrected, that the Services are free of viruses, or that the Services will meet your requirements.

These products are for testing purposes; we are not liable for how users utilize these products or software. The use of our product is at your own risk.

We reserve the right to change any information at any time without any prior notice. We reserve the right to refuse or cancel our Services or your order for any or no reason and you agree that we are not liable for any loss or damage arising out of such refusal or cancellation. We do not provide any refund or returns, except as required by law. Sypion is not responsible for any loss or damage after completing your purchase.

4. Intellectual Property Right and Limited License

The Services, its content, features and functionality are and remain our exclusive property. Except as explicitly stated in these Terms, we reserve all rights in and to our Services. You are hereby granted a limited, nonexclusive, non transferable, non-sublicensable, revocable license to use our Services for your own personal use and to install our mobile application on a device that you own or control; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services; (b) copy, reproduce, distribute, publicly perform or publicly display the Services, except as expressly permitted by us; (c) modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services; (d) reverse engineer any aspect of our Services or do anything that might discover the source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; or (e) use our Services other than for their intended purposes. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

5. Third-Party Content

In addition to User Content, we may provide third-party content on our Services and may provide links to web pages and content of third parties (collectively, the “Third-Party Content”). We do not endorse, adopt or control any Third-Party Content and can make no guarantee as to its accuracy or completeness. We do not create, update, or monitor Third-Party Content and are not responsible for any Third-Party Content, or related privacy policies or practices. You are responsible for deciding if you want to access or use Third-Party Content or applications that link from our Services. Your correspondence or business dealings with, or participation in promotions of, or advertisers found on or through our Services are solely between you and such third parties. Access and use of such Third-Party Content, including the information, materials, products, and services on or available through any third party sites is solely at your own risk and you expressly relieve us from any and all liability arising from your use of Third-Party Content. We encourage you to be aware when you leave our Services and to read the terms and conditions and privacy policies of Third-Party Content.

6. User Conduct

You are solely responsible for your conduct while accessing or using our Services, and you will not:

  • • Violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
  • • Use or attempt to use another user’s account without authorization from that user and us;
  • • Use our Services in any manner that could interfere with, disrupt, spam, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • • Attempt to access or tamper with any feature, content or area of our Services that you are not authorized to access, which includes any attempt to probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;
  • • Develop or use any applications that interact with our Services without our prior written consent;
  • • Bypass or ignore instructions contained in any robots.txt file we provide that controls automated access to portions of our Services;
  • • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

7. Copyright Complaints

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the laws, including the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify us at [email protected] Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.

8. Termination

We may terminate or suspend your access to our Services immediately and without prior notice or liability for any or no reason, including if your payment information is not valid. Upon termination, your right to use our Services immediately ceases.

9. Indemnification

You agree to defend, indemnify and hold harmless Sypion and its employees, contractors, agents, officers, directors and business partners from and against all claims, damages, losses, liabilities and expenses (including attorney’s fees) resulting from or arising out of your use and access of our Services or your violation of these Terms.

10. Limitation of Liability

In no event shall Sypion, nor its employees, contractors, agents, officers, directors and business partners be liable for any indirect, incidental, special, consequential or punitive damage, including without limitation, loss of profits, data, or other intangible losses, resulting from your access or use of our Services, whether based on warranty, contract, tort or any other legal theory, whether or not we have been informed of the possibility of such damage and even if a remedy set forth herein is found to have failed of its essential purpose.

11. Governing Law; Dispute Resolution; Binding Arbitration

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

If you are a resident of the United States or if you commence any action against us in the United States, except for small claims disputes in which you or Sypion seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Sypion seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Sypion waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in San Francisco County, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of the Judicial Arbitration and Mediation Services (“JAMS“), which are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Sypion agree that any dispute arising out of or related to these Terms or our Services is personal to you and Sypion and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and Sypion agree that these Terms affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA“), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Sypion agree that for any arbitration you initiate, the party filing the claim will pay the filing fee and the parties will split the remaining JAMS fees and costs. You and Sypion agree that the state or federal courts of the State of California and the United States sitting in San Francisco County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Sypion will not have the right to assert the claim.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section by emailing us at [email protected]. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in the states or federal courts of California and the United States, respectively, sitting in San Francisco County, California.

12. Miscellaneous

Our failure to enforce any provisions of these Terms will not be considered a waiver of our rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have between us regarding the Services.

We reserve the right to change these Terms at any time. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to be bound by any new terms, you must stop using our Services.

If you have any questions about these terms, please contact us at [email protected].

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