Terms of Use

Syzigy, Inc. (“Syzigy,” “we,” “us,” or “our”) welcomes you. We invite you to access and use Syzigy, our mobile application which is accessible through tablets, smartphones, and other devices (“App”).

By clicking “I AGREE,” or otherwise manifesting assent to this Agreement (as defined below), when you sign up to access and use the App, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the App. We may change the terms and conditions of these Terms of Use from time to time with or without notice to you. By continuing to access and/or use the App after we have posted a modification on the App, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the App.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Description and Use of the App

The App is an AI-powered social circles platform designed to facilitate meaningful connections over shared interests. The App enables users to discover, join, and participate in small group conversations based on shared interests, relationships, locations, and activities. The App is designed to facilitate interaction within structured group spaces rather than through public broadcasting or follower-based engagement.

Users interact within two primary constructs:

• Spheres, which are large-scale communities organized around themes such as interests, topics, events, places, identities, or activities; and
• Circles, which are smaller, more intimate group chats generally consisting of two to eight users who share common ground within a Sphere.

Through the App, users can browse available Circles through a feed of Spheres, join existing Circles, reconnect with prior Circles, or create new Circles. Conversations within Circles are organized around topical discussion threads (each, a “Thread,” and collectively, the “Threads”).

The App also uses artificial intelligence to generate images or other mementos intended to reflect or capture aspects of a Circle’s shared conversational experience (“Moments”). Certain high-level elements derived from user activity, such as Thread titles or Moments may be surfaced in discovery features within the App, while the underlying Circle conversations remain private to Circle participants. However, open Circles only, we may display one or two messages from the most recent, active thread in the feed for the purpose of helping users discover Circles and evaluate whether to join. Any such messages will be clearly identified in the feed, and users will be informed that the content is visible to non-members for discovery purposes. Messages from private Circles or older threads are never shown to non-members.

The App includes optional AI-supported features intended to assist with conversation flow, highlight popular or recurring discussion topics, and generate visual or thematic representations of shared group activity. Such features are powered by artificial intelligence and machine learning technologies provided by third-party AI model providers. To enable these features, we may share limited personal data submitted through the App with such providers, who process the data solely on our behalf and in accordance with our instructions to provide the requested services. These third-party AI providers are contractually prohibited from using personal data to train, improve, or develop their own models or for any purpose other than providing services to us.

Users may also choose to share Moments generated within the App externally through third-party platforms or services (such as social media platforms). If you do so, your interaction with those third party services and any resulting disclosures are governed by their respective terms and privacy policies, and Syzigy is not responsible for how such third parties use or process that content.

Syzigy may modify, update, or discontinue features, functionality, or components of the App at any time in accordance with these Terms of Use.

Syzigy is under no obligation to accept any individual as a user of the App and may accept or reject any user in its sole and complete discretion.

License to Use the App; Restrictions on Use

Syzigy hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the mobile App on a single mobile device that you own or control and to run such copy of the App solely for your own personal use. Furthermore, with respect to any App accessed through or downloaded from Apple, Inc. (“Apple”) application store (“Apple App”), you will use the Apple App only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the App Store Terms of Service. We reserve all rights in and to the App not expressly granted to you under these Terms of Use.

You will not (and will not authorize, permit, or encourage any third party to):

• reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the App;
• modify, adapt, or translate the App, or any portion or component thereof;
• make any copies of the App, or any portion or component thereof;
• resell, distribute, or sublicense the App, or any portion or component thereof;
• remove or modify any proprietary markings or restrictive legends placed on the App;
• use the App, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement;
• introduce, post, or upload to the App any virus, worm, “black door,” Trojan Horse, or similar harmful code;
• save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the App other than those outputs generated through the intended functionality of the App without our prior, written permission in each instance;
• make the App available in connection with service bureau, timeshare, service provider or like activity whereby you operate the App for the benefit of a third party; or
• circumvent any processes, procedures, or technologies that we have put in place to safeguard the App.

If you violate this section, we reserve the right in our sole discretion to immediately deny you access to the App, or any portion thereof, without notice. We reserve the right to change the availability of any feature, function, or content relating to the App, at any time, without notice or liability to you.

Eligibility

Our App is not directed to children under the age of 18, and you must confirm that you are 18 years or older in order to create an account and use the App. By accessing and/or using the App, you represent, warrant, and agree that you are 18 years or older and you can form a binding contract with Syzigy.

Account Creation

In order to access and use the App, you will have to create an account by providing your name, email address (optional), date of birth, and phone number. When creating your account, you must provide true, accurate, current, and complete information. Each Account Credential can be used by only one user. You are responsible for the confidentiality and use of your Account Credentials. You will promptly inform us of any need to deactivate any Account Credentials or change any Account Credentials. We reserve the right to delete or change your Account Credentials at any time and for any reason.

Fees

The App is provided to you currently free of charge. However, we reserve the right to institute new or additional fees, at any time upon notice to you.

Community Guidelines

Syzigy’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the App, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

• You will comply with all applicable laws in your use of the App and will not use the App for any unlawful purpose;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that:
  • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
  • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or similar information.
• You will not “stalk,” threaten, or otherwise harass another person;
• You will not access or use the App to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not interfere with or attempt to interrupt the proper operation of the App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the App;
• You will not use any robot, spider, scraper, or other automated means to access the App for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the App for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
• You will not create, join, or use Circles or Spheres for the purpose of harassing, bullying, or targeting any individual or group;
• You will not misuse or attempt to manipulate the AI-generated features of the App, including Moments and AI-suggested conversation threads, for deceptive, harmful, or commercial purposes; and
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the App, or any portion thereof, without notice, and to remove any content that does not adhere to these Community Guidelines.

Use of Personal Information

Your use of the App may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

Intellectual Property

The App contains material, such as software, text, graphics, images, sound recordings, audiovisual works, AI-generated content (including Moments), and other material provided by or on behalf of Syzigy (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Syzigy (“Syzigy Trademarks”) used and displayed on the App are registered and unregistered trademarks or service marks of Syzigy. Other company, product, and service names located on the App may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Syzigy Trademarks, the “Trademarks”). Nothing on the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Syzigy Trademarks inures to our benefit.

Elements of the App are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

User-Generated Content; Licenses

The App may allow users to post and upload content including but not limited to, text, graphics, images, audio and/or visual content, conversation threads, Circle messages, and other materials (collectively, “User-Generated Content”). You expressly acknowledge and agree that once you submit User-Generated Content for inclusion into the App, there is no confidentiality or privacy with respect to such User-Generated Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT SYZIGY, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER-GENERATED CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE APP. We are not obligated to publish any User-Generated Content on our App and can remove it in our sole discretion, with or without notice.

You retain all copyrights and other intellectual property rights in and to your own User-Generated Content. You do, however, hereby grant Syzigy and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User-Generated Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.

You acknowledge and agree that the App uses artificial intelligence to generate Moments. You understand that: (a) such Moments may incorporate AI-based representations of your likeness derived from your profile image; (b) such Moments created within a Circle will be featured on the public feed for a limited duration before access is restricted to Circle members; (c) any Circle member may initiate the creation of a Moment from a qualifying conversation thread; and (d) we retain all right, title, and interest in and to all Moments, AI models, and underlying technology used to create such Moments. You hereby grant Syzigy the right to use your profile image and likeness for the purpose of generating Moments within the App.

Accessing and Downloading the App from Apple App Store

The following terms apply to any Apple App. These terms are in addition to all other terms contained in these Terms of Use:

• You acknowledge and agree that (i) these Terms of Use are concluded between you and Syzigy only, and not Apple, and (ii) Syzigy, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
• In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Syzigy and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Syzigy.
• You acknowledge that, as between Syzigy and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Syzigy and Apple, Syzigy, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.
• You 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.
• You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third party beneficiary thereof.
• Without limiting any other terms of these Terms of Use, you must comply with all applicable third party terms of agreement when using the App.

Accessing and Downloading the App from Google Play Store

The following terms apply to the App when you download the App from the Google Play Store. These terms are in addition to all other terms contained in these Terms of Use:

• You acknowledge that these Terms of Use are between you and Syzigy only, and not with Google, Inc. (“Google”).
• Your use of the App must comply with Google’s then-current Google Play Terms of Service.
• Google is only a provider of Google Play where you obtained the App.
• Syzigy, and not Google, is solely responsible for the App.
• Google has no obligation or liability to you with respect to the App or these Terms of Use.
• You acknowledge and agree that Google is a third-party beneficiary to these Terms of Use as it relates to the App.

Communications with Us

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

No Warranties; Limitation of Liability

NONE OF SYZIGY, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SYZIGY PARTIES”) ENDORSE ANY CONTENT OR USER-GENERATED CONTENT PROVIDED THROUGH THE APP, ANY INDIVIDUALS WITH WHOM YOU CONNECT, INTERACT, OR OTHERWISE COMMUNICATE THROUGH THE APP, AND/OR ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED THROUGH THE APP, INCLUDING ANY AI-GENERATED CONTENT OR MOMENTS. YOU ACKNOWLEDGE AND AGREE THAT THE APP MERELY ACTS AS A PLATFORM THAT ALLOWS YOU TO CONNECT WITH OTHER PEOPLE THROUGH INTEREST-BASED CIRCLES AND AI-FACILITATED CONVERSATIONS. NONE OF THE SYZIGY PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, OR FOR ANY RESULTS CAUSED BY USING THE APP, INCLUDING WITHOUT LIMITATION, ANY DEATH, OR BODILY INJURY YOU MAY SUFFER. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN NEW JERSEY.

THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NONE OF THE SYZIGY PARTIES MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND THE SYZIGY PARTIES HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE OR THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH OUR APP WILL BE ACCURATE, COMPLETE, CURRENT OR APPROPRIATE FOR YOUR PURPOSES. TO THE EXTENT THAT ANY SYZIGY PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

THE APP PROVIDES TOOLS AND FEATURES INTENDED TO FACILITATE COMMUNICATION, DISCOVERY, AND INTERACTION AMONG USERS. HOWEVER, SYZIGY DOES NOT GUARANTEE THAT USE OF THE APP WILL RESULT IN ANY PARTICULAR OUTCOME, INCLUDING THE FORMATION OF RELATIONSHIPS, FRIENDSHIPS, OR CONNECTIONS, OR ANY LEVEL OF ENGAGEMENT, PARTICIPATION, OR RESPONSIVENESS FROM OTHER USERS. SYZIGY DOES NOT GUARANTEE THAT CIRCLES WILL REACH OR MAINTAIN A PARTICULAR SIZE, ACTIVITY LEVEL, OR DURATION, OR THAT CONVERSATIONS OR INTERACTIONS WILL BE SUCCESSFUL, CONTINUOUS, OR MEANINGFUL. ANY AI-SUPPORTED FEATURES ARE PROVIDED TO ASSIST WITH ENGAGEMENT AND CONVERSATION FLOW AND MAY GENERATE SUGGESTIONS OR CONTENT THAT IS INCOMPLETE, INACCURATE, OR NOT SUITABLE FOR ALL USERS. YOU REMAIN SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND DECISIONS MADE BASED ON YOUR USE OF THE APP.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS, COMMUNICATIONS, AND MEETINGS WITH OTHER USERS OF THE APP. NONE OF THE SYZIGY PARTIES IS RESPONSIBLE FOR THE CONDUCT OF ANY USER ON OR OFF OF THE APP. YOU AGREE THAT WE DO NOT CONDUCT ANY BACKGROUND CHECKS ON THE USERS OF THE APP OR OTHERWISE INQUIRE INTO THE BACKGROUND OF THE USERS OF THE APP. NONE OF THE SYZIGY PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, BEHAVIOR OR COMPATIBILITY OF THE USERS OR THE USERS’ DESIRE OR ABILITY TO INTERACT, COMMUNICATE, ENGAGE OR MEET YOU.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE APP, SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

THE APP MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE APP. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE APP AT ANY TIME WITHOUT NOTICE.

External Sites

The App may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

The App integrates with third-party service providers, including but not limited to CometChat, which powers our backend messaging infrastructure for Circle group chats. By using the App, you acknowledge and agree that certain data, including your internal user ID, first name, profile photo, chat history, and Circle/group composition, may be transmitted to and stored by such third-party service providers in connection with the operation of the App. We are not responsible for the privacy practices or data security of any third-party service provider, and your use of features powered by such providers is at your own risk.

Representations and Warranties; Indemnification

You hereby represent, warrant, and covenant that:

• You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User-Generated Content and any other works that you incorporate into your User-Generated Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
• Use of your User-Generated Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
• You shall not submit to the App any User-Generated Content that violates our Community Guidelines set forth above or any other term of this Agreement.

You agree to defend, indemnify, and hold harmless the Syzigy Parties from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Syzigy Party in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) any misuse of the Content, or the App; (iii) your User-Generated Content; or (iv) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

Compliance with Applicable Laws

The App is based in the United States. We make no claims concerning whether the App, the Content, or the User-Generated Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the App, the Content, or the User-Generated Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the App, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the App at any time without prior notice or liability.

Digital Millennium Copyright Act

Reporting Claims of Copyright Infringement

We respect the intellectual property rights of others and attempt to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

If you believe that your work has been copied on the App in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the App where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Counter-Notification Procedures

If you believe that material you posted on the App was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above).

Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification 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 disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the App may be found) and that you will accept service from the person (or an agent of that person) who provided the App with the complaint at issue.

The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the App was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the Act.

Binding Arbitration

In the event of a dispute arising under or relating to this Agreement, the App or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Syzigy from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Syzigy’s proprietary interests.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.

Controlling Law; Exclusive Forum

The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Except for Disputes subject to binding arbitration as set forth above, the Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

Miscellaneous

If the Agreement is terminated in accordance with the termination provision in Section 17 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “User-Generated Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations and Warranties; Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

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