Terms Conditions - Syra Health

Terms & Conditions

Syra Health Terms of Service (TOS) And End User License Agreement (EULA)

Last Updated: Nov 21th, 2024

GENERAL TERMS OF USE
ACCESSIBILITY NOTICE: If you are visually impaired, have a disability, or require these Terms in other languages, please email us at info@syrahealth.com to request an accessible format or translation. We are committed to making our Terms accessible to all users.
1. Agreement. These Terms of Service and End User License Agreement are entered into by and between you and SYRA HEALTH ("Company," “SYRA”, "we," or "us"). The following terms and conditions, together with any documents that are expressly incorporated by reference, including, without limitation, the Company’s Privacy Policy located at: www.syrahealth.com/privacy-policy (collectively, the "Terms") govern your access to and use of Syra Health products (such as Syrenity, CarePlus, SyraBot, and others, collectively “Platform(s)” and “Services”) including any content, functionality, and services offered on or through www.syrahealth.com, whether as a guest or a registered user.
2. Registration. You may create an account on the app (“App”) by identifying your employer and filling in the registration form with your first name, last name, e-mail address, password, and other information as requested (“Registration Data”). You are not obligated to register with Syra in order to access the Website; however, certain services of our Platforms are available only to users who have registered with Syra. If you choose to register on our website, you are confirming that you are eligible to access our services through an employer-sponsored benefits program. By providing us with your personal email, you are agreeing that Syra may use this email address to send you information regarding prospective providers, any appointments you schedule through Syra, and additional information concerning your experience and treatment with our group of providers. At times, this information may include protected health information (“PHI”), such as details regarding prospective providers to support mental health concerns, details of appointments you schedule through Syra, and communications with our care team responding to concerns you may raise through email to the care team. Syra’s care team is committed to supporting your privacy and will only include the minimum necessary information in emails it will send to you. For more information, see Syra’s Privacy Policy.
3. Representations and Warranties. Please read the Terms carefully before you start to use our Services. By using the Services, you accept and agree to be bound and abide by these Terms. If you do not want to agree to the Terms, you must not access or use the Services.
4. Term and Termination. These Terms will remain in full force and effect while you use our Services. You may terminate this agreement and delete access to your account on our Services (“Account”) at any time for any reason by sending us an email at info@Syrahealth.com. We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole and absolute discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users. You understand that termination of your Account will result in termination of this agreement and may involve deletion of the information associated with your Account from our live databases as well as any content that you uploaded to our Services using such Account, but that your coach(es), therapists, or other service providers (“Providers”), or we on behalf of your Providers, may retain such information in accordance with applicable laws and professional standards.
5. Changes. If we change these Terms, we will post the revised Terms through our Services and update the “Last Revised” date to reflect the date of the changes. We will also provide you notice of the changes or request your consent to the changes as required by applicable law. However, any changes to the dispute resolution provisions set out in Jurisdiction and Choice of Law will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform. If you do not consent to the changes, you may terminate this agreement and delete access to your account as set out below. Your continued use of the Platforms following the posting of the revised Terms means that you accept and agree to the changes. You are expected to check this page each and every time you access this Platform, so you are aware of any changes, as they are binding on you.
6. Conflict with Other Terms. At times, we may contract with a third party to support the Services we offer to you, or to directly provide other services to you. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted entities, these Terms will apply.
7. Personal Data. For information about the processing of your personal data by us.
1. License
  1. Grant of License. Company hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Platform and related documentation (the "Documentation") according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Platform or any rights therein. You also may not install the Platform on a network server, use the Platform in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Platform (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Platform and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of this Platform. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Platform. You may reproduce and provide one (1) copy of the Platform and Documentation for each device ("Device", which refers to any device used to access the Platform or Services, including but not limited to computers, smartphones, and tablets), computer, or workstation on which the Platform is installed. Otherwise, the Platform and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Platform and Documentation on any copies that you make.
  2. Transferability. You agree not to transfer or assign the Platform and/or this Agreement to another party without the prior written consent of Company. If such consent is given and you transfer or assign the Platform and/or this Agreement, then you must at the same time either transfer any copies of the Platform and Documentation to the same party, or destroy or return to Company any such materials not transferred. Except as set forth above, you may not transfer or assign the Platform or rights under this Agreement.
  3. Ownership. You agree that Company owns and holds all right, title, and interest to the Platform and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Platform and any Documentation shall remain with Company, including all corrections, enhancements, or other modifications made thereto. The Platform and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Company.
2. SUBSCRIPTIONS & PURCHASES
  1. Free Trials. You may have access to a free trial period of certain Services (“Free Trial”). You are only allowed one Free Trial regardless of your subscription method. We reserve the right to determine eligibility for Free Trials, which may vary based on factors including the Service you select and whether you have redeemed a Free Trial previously. Free Trials automatically convert to a paid annual or monthly subscription term after a certain period of time.
  2. Automatically Renewing Subscriptions. You may access our Services via a subscription fee-based program (“Subscription”). When you purchase a subscription to the Services, you authorize us to charge your payment method for the subscription fees. Subscriptions automatically renew for additional periods equal to the expiring subscription term unless canceled before the end of the current period. The Subscription will continue unless and until you cancel your Subscription or SYRA terminates your Subscription or your account.
  3. Subscription Cancellation. You may cancel your Subscription at any time, but you must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account.
  4. Subscription Methods. You may subscribe via: (i) purchasing a subscription to the Services from the Website, within the Apps, where allowed by the App marketplace partners, or (ii) a Benefit Sponsor ("Benefit Sponsor" means any employer, healthcare provider, health plan, university, government entity, municipality, hospital, or other organization that purchases and introduces the Products and Services to their employees, eligible dependents, and members). Please note that if you purchase a subscription through the Apple iTunes Store or the Google Play Store, the sale is final, and we will not provide a refund. If your Subscription is through a Benefit Sponsor, additional terms and policies may apply, and your Subscription may be paid for, partially paid for, or managed by the Benefit Sponsor.
  5. Purchases. You may access some Services by paying us or our App marketplace partners a non-recurring fee at the time of registration (“Purchase”). If you make a Purchase, you authorize SYRA or our App marketplace partners, as applicable, to charge all accrued sums (“Fees”) on the payment due date for the accrued sums. Your account will be charged automatically on the date when you purchase the Product. Please note that the sale is final for all Purchases, and we will not provide a refund.
  6. Discounts. We may offer certain special discount pricing options (the “Special Discount Pricing Options”). Such Special Discount Pricing Options will only be available to qualified users (the “Qualified Users”). We reserves the right to determine if you are a Qualified User in our sole discretion. Additional terms may apply to such Special Discount Pricing Options.
  7. Prices in US Dollars include local taxes. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us.
PAYMENT

Your use of the Services may require you to pay fees. We reserve the right to determine pricing for the Services. The fees you owe may vary based on many factors, including but not limited to your employer, healthcare provider, health plan or other Benefit Sponsor’s agreement with us, or the coverage offered by your applicable health insurance provider. We are not responsible for whether your health insurance offers any amount of coverage for the Services. We will make reasonable efforts to keep pricing information published on our Website up-to-date
No Refunds. ALL PAYMENTS ARE NON-REFUNDABLE. We do not provide refunds or credits for partially used subscription periods. If you cancel your subscription, you will continue to have access to the Services through the end of your current billing period, but you will not receive a refund for any portion of the subscription fee.
You are responsible for all applicable fees and charges incurred, including applicable taxes, unless otherwise stated in your Benefit Sponsor terms and conditions or otherwise agreed to in writing between the parties. You authorize SYRA or a third-party payment processor to charge all fees for the Services, including all applicable taxes, to the Payment Method.
Cancellation by SYRA. We may suspend or terminate your subscription as a result of your fraud or breach of any obligation under these Terms. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Platform or Services or recording of the Services. Your access to the Platform or Services may be terminated if the relationship between SYRA and your employer or provider terminates or expires, or if your relationship with your employer or provider ends. If this happens, SYRA will use reasonable efforts to give you seven (7) days’ notice before access to the Platform or Services is terminated.
Cancellation by you. You may cancel your subscription at any time through your account settings or by contacting us at info@Syrahealth.com. Upon cancellation, your subscription will remain active until the end of the current billing period, after which you will lose access to the Services until payment is resumed.

CHANGING FEES AND CHARGES

We reserve the right to change our subscription fees, plans or adjust pricing for our Services or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

BENEFIT SPONSORS

Many groups, including but not limited to employers, healthcare providers, health plans, universities, government entities, municipalities or hospitals (“Benefit Sponsor” or “Benefit Sponsors”) purchase and introduce the Platform and Services to their employees, eligible dependents and members. In some cases, our Benefit Sponsors may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage or supplementary payment for access to Products and Services. In such event, the Benefit Sponsor terms and conditions will also apply to your use of the Platform and Services. In the event of any conflict with such additional terms and these Terms, the additional terms will prevail.

NO MEDICAL OR HEALTHCARE ADVICE

Syra Health or our Services do not provide medical or health care advice or counseling. Any information related to health care or wellness which are included in the Services are for general reference or informational purposes only and are not a substitute for the advice of a licensed healthcare professional.

THE SERVICES ARE NOT PROVIDED AS OR INTENDED TO FUNCTION AS A SUBSTITUTE FOR MEDICAL CARE OR TREATMENT. IF THE USER IS EXPERIENCING A MEDICAL EMERGENCY, THE USER SHOULD CONTACT 911 OR THEIR LOCAL EMERGENCY SERVICE PROVIDER AS SOON AS POSSIBLE.

THE COMPANY IS NOT RESPONSIBLE FOR ANY SELF-HARM, SUICIDE ATTEMPTS, OR DEATH BY SUICIDE OF ANY USER OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS VOLUNTARY AND THAT ANY ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES ARE SOLELY YOUR RESPONSIBILITY. IF YOU ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM, YOU MUST IMMEDIATELY CONTACT 988 OR YOUR LOCAL EMERGENCY SERVICES PROVIDER. DO NOT RELY ON THE SERVICES FOR EMERGENCY ASSISTANCE. IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS OR EMERGENCY RESOURCES OR GO TO THE NEAREST EMERGENCY ROOM.

The Company’s Services will assist you in developing skills to help you achieve your goals. The Service provided are not medical, mental health, or any other type of health service. These advisory Services are not psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The Services cannot substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy, or other healthcare diagnosis and treatment if a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment, and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists, and other licensed healthcare and mental health professionals.

IF THE COMPANY BECOMES AWARE OF OR SUSPECTS ANY MENTAL CONDITIONS OR ILLNESS, THE COMPANY MAY, AT ITS SOLE DISCRETION, TERMINATE ALL OR ANY PORTION OF THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ADVISORS WHEN USING THE SERVICES.

AUTOMATED FEATURES DISCLAIMER. THE SERVICES INCLUDE CERTAIN AUTOMATED FEATURES SUCH AS AN AI-POWERED DIARY AND AUTOMATED ASSESSMENTS ("AUTOMATED FEATURES"). YOU ACKNOWLEDGE AND AGREE THAT:

These Automated Features are not monitored in real-time by healthcare professionals;
These Automated Features do not provide medical advice or emergency services;
The Company does not review or analyze entries in the AI Diary or assessment responses in real-time;
You should not rely on these Automated Features for emergency assistance, crisis intervention, or suicide prevention;
In the event of a mental health emergency or crisis, you should immediately contact emergency services (911 in the United States), the 988 Suicide and Crisis Lifeline, or your local emergency mental health services provider; and
The Company assumes no responsibility for any delay in reviewing or responding to any content submitted through these Automated Features.

INTERNATIONAL USE

The use of our services is accessible worldwide, but its use may be subject to local laws, regulations, and restrictions. By using this app, you agree to comply with all applicable laws in your jurisdiction, including but not limited to laws governing data privacy, intellectual property, and export controls.

We make no representation that our Services are appropriate or available for use in locations outside of United States of America. If you access our Services from outside of United States, you are responsible for ensuring that your use complies with local laws and regulations, and you do so at your own risk.

In the event that certain features of the app are restricted or prohibited in your country, you agree not to use those features, and we reserve the right to restrict or terminate your access to the app based on your location.

You may not export or re-export any Products except in full compliance with all Applicable Law, including in particular the Export Administration Regulations of the U.S. Department of Commerce.

You may not access the Platform or Services or any features thereof from countries or territories where such access is illegal, banned or restricted, including in any sanctioned countries or territories.

ACCOUNT SECURITY

You are responsible for managing and protecting the confidentiality of your Account login credentials, as well as all activities that occur under your Account. Syra Health has no obligation to inquire as to the authority or propriety of any use of or action taken under your Account and will not be liable for any loss or damage arising from any such use or action, or from your failure to comply with this section. You may never use a User Account that is not your own without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use strong passwords (unguessable passwords of sufficient length and entropy) with your User Account. You must notify the Company immediately of any breach of security or unauthorized use of your User Account. the Company will not be liable for any losses caused by any unauthorized use of your User Account.

If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifiers, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

ACCEPTABLE USE

Use Rules. Use of our Services requires that you comply with acceptable use rules as set forth in these Terms or as posted in our Services. As part of your responsibilities, you agree that you will not, and will not attempt to:
- Export or re-export any of the Platform or Confidential Information received from the Company except as authorized by United States law and the laws of the jurisdiction in which the Platform was obtained. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Platform, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Platform for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You certify that this Platform will only be used for evaluation and testing purposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred. Further, you certify that you will not transfer or export any product, process or service that is a direct product of this Platform; or
- You may not, and you agree not to enable any third party, to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Platform or any services provided by the Platform, or any part thereof.

You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set forth in these Terms;
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to:

Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real-time activities through the Platform;
Use any Internet Bots (e.g., robots, web crawler / spider), or another automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
Use any device, software, or routine that interferes with the proper working of the Platform;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;
Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
Otherwise attempt to interfere with the proper working of the Platform.

Our Services are provided for your own internal, personal, non-commercial use. Organizations, companies, and/or businesses may not create Accounts and should not use our Services for any purpose.

Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, nontransferable right to use our Services on the computers and mobile device(s) that you own or control, solely for your personal non-commercial use in your country of residence for the duration of these Terms.

Content Standards. These content standards apply to any and all User Generated Content and use of Interactive Services. User Generated Content must, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Generated Content must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
- Be likely to deceive any person;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

OWNERSHIP

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
With respect to desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, noncommercial use, provided you agree to be bound by these Terms.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform. If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: info@Syrahealth.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The Company name, the terms “Syra Health”, the Company logo, and all related names, logos, platform and service names, designs, and slogans are or will be trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are/will be the trademarks of their respective owners. s

RELIANCE ON POSTED INFORMATION

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitors to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

CONTENT YOU POST OR SHARE ON SYRA’S WEB SITE OR SERVICES

Generally. The Platform may contain messaging systems, personal profile pages, bulletin boards, feature landing pages, support ticketing systems, aggregate and categorical lists, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Generated Content" or “User Contribution”, as applicable) on or through the Platform.

Content Standards and Restrictions. All User Generated Content must comply with the Content Standards set forth in these Terms. You agree that you will not create, transfer, share, send, submit or upload any User Generated Content that:
- is protected by copyright, patent, trademark or trade secret or otherwise subject to third-party proprietary rights, including but not limited to rights of privacy and publicity (unless you are or have permission from the rightful owner);
- contains fraudulent statements or misrepresentations that could damage Company or any third party;
- contains any statements or materials that disparage, ridicule or scorn Company or any third party;
- is obscene, defamatory, threatening, harassing, predatory, pornographic, hateful, racially or ethnically offensive, or encourages conduct that would violate any law or is otherwise inappropriate;
- is an advertisement or solicitation of business;
- is an impersonation of another person; or
- otherwise violates these Terms or the Privacy Policy.
License. Any User Contribution you post to the site will be considered non-confidential and nonproprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, worldwide, fully paid-up, transferable, irrevocable, royalty-free and perpetual license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.

Right to Monetize. You grant to the Company the right to monetize your User Generated Content on the Service (and such monetization may include displaying ads on or within such User Generated Content or charging users a fee for access). This Agreement does not entitle you to any payments. Any payments you may be entitled to receive from the Company under any future or other agreement between you and the Company will be treated as royalties. If required by law, the Company will withhold taxes from such payments.

Representation and Warranties. You represent and warrant that you:
- Acknowledge that you have received good and valuable consideration from Company for the license of the rights in your User Generated Content under this Agreement;
- Agree that your creation or distribution of User Generated Content is not in any way based upon any expectation of compensation from Company, its affiliates, licensors or distributors;
- Agree that Company, its affiliates, and licensors may - but are not required to - use your name, username, or applicable trademarks in connection with the distribution of your User Generated Content;
- Warrant and represent that: (A) you created your User Generated Content; (B) you have all necessary rights to your User Generated Content to fulfill your obligations under this Agreement; and (C) your User Generated Content does not infringe on the intellectual property or other rights of any third party and is not obscene, defamatory, offensive or an advertisement or solicitation of business; and
- All of your User Contributions do and will comply with these Terms.

You acknowledge that the Company has entered into this Agreement expressly on the reliance of the truth and accuracy of the representations and warranties set forth above.

Liability. You understand and acknowledge that you are responsible for any User Generated Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. WE ARE NOT RESPONSIBLE OR LIABLE TO ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OF ANY USER GENERATED CONTENT POSTED BY YOU OR ANY OTHER USER OF THE PLATFORM.

Confidentiality. You agree that the Resources and any information concerning the Platform (including its nature and existence, features, functionality, and screenshots) and any other information disclosed by Company to you in connection herewith will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Company, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Company and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Company and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.

Nondisclosure. Except as expressly permitted in this Section, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than individuals or as otherwise expressly permitted or agreed to in writing by Company. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Platform to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Company in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Company that may be difficult to ascertain. Accordingly, you agree that Company will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

Monitoring and Enforcement; Termination. We have the right to:
- Review and/or remove or refuse to post any User Generated Content for any or no reason in our sole discretion;
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company;
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; and
- Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

However, we cannot undertake to review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

COPYRIGHT POLICY

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below.

DMCA Notice. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices and Counter-Notices is:

Email: info@Syrahealth.com

Phone: 463-345-8950

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. If you believe that material you posted on the Platform 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 designated above.

Counter Notice. Pursuant to the DMCA, the Counter Notice must include substantially the following:
- Your physical or electronic signature.
- 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.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- 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.
- 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 Platform may be found) and that you will accept service from the person (or an agent of that person) who provided the Platform with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Power of Attorney. You hereby appoint Company as your attorney-in-fact to request from third party’s removal under the Digital Millennium Copyright Act or other applicable law or basis, in Company‘s sole and absolute discretion, of any of your User Generated Content posted on a third-party network or Internet site. You agree to not contest Company’s request for removal of your User Generated Content from such network or Internet site. You also agree to execute all documents, as requested by Company, to effect such removal.

LINKS

Our Services or third-parties involved with our services may provide or contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Platforms linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Platform may provide certain social media features that enable you to:

Link from your own or certain third-party Platforms to certain content on this Platform.
Send emails or other communications with certain content, or links to certain content, on this Platform.
Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party Platforms.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any Platform that is not owned by you.
Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Platform other than the homepage.
Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms.

The Platform from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

LIMITATION OF LIABILITY

Geographic Limitation. The owner of the Platform is based in the State of Indiana in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

As-Is. YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, THE SERVICES, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR ANY STATUTORY RIGHTS YOU ARE ENTITLED TO AS A CONSUMER AND CANNOT AGREE TO ALTER BY CONTRACT.

Force Majeure. Company shall not be liable hereunder for any failure or delay in the performance of its obligations under these Terms if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, attorneys, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (1) resulting from your breach of these Terms, including any of the foregoing provisions, representations, warranties or conditions, and/or from your placement or transmission of any content onto Provider’s servers, and/or from any and all use of your User Account, (2) your use of the Platform, (3) your User Generated Content, (4) any use of the Platform's content, services, and products other than as expressly authorized in these Terms, or (5) your use of any information obtained from the Platform.

JURISDICTION AND CHOICE OF LAW

Governing Law. All matters relating to the Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Jurisdiction and Venue. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Class Action Waiver. You agree to resolve any dispute on an individual basis only, and not on a class or collective action basis (“Class Action Waiver”). Notwithstanding any other provision hereof, disputes regarding the enforceability, revocability, or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction. Notwithstanding any other provision of this Agreement, in any case in which: (1) the dispute is filed as a class or collective action; and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall remain in effect.

Waiver of Jury Trial. Each Party waives its respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this agreement or the transactions contemplated hereby in any action, proceeding or other litigation of any type brought by any Party against the other Party or any affiliate of such other Party, whether with respect to contract claims, tort claims or otherwise. The Parties agree that any such claim or cause of action shall be tried by a court trial without a jury. Without limiting the foregoing, the Parties further agree that their respective right to a trial by jury is waived by operation of this section as to any action, counterclaim or other proceeding which seeks, in whole or in part, to challenge the validity or enforceability of this agreement or any provision hereof. This waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this agreement. Each Party acknowledges that it has received the advice of competent counsel.

ASSIGNMENT, WAVIER, AND SEVERABILITY

This Agreement may not be transferred or assigned by you in whole or in part. Any assignment made to the contrary shall be null and void. You have no authority to act on behalf of us or bind us to any legal obligations outside of these Terms in any way. The Company may assign this agreement at any time. \ No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

MISCELLANEOUS

The Terms, our Privacy Policy, Cookie Policy, SAAS, Free Trial Policy and any additional licenses accompanying the Services (if applicable), including any appendices, exhibits, or schedules thereto, as amended from time to time, constitute the sole and entire agreement between you and Company and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. To the extent these Terms and the Privacy Policy conflict, the Privacy Policy controls. To the extent there is a conflict between the Terms and any additional licensing agreement or SAAS between you and the Company, such licensing agreements shall control.

The section titles in these Terms are for convenience only and have no legal or contractual effect. All words used in these Terms are to be construed to be of such gender or number as the circumstances require. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Any reference to our “Services” in these Terms shall also apply to any component of our Services. Our failure to enforce any provision of these Terms immediately against you will not prevent us from being able to enforce any provision at a later date.

CONTACT US

If you have any questions or complaints, or wish to advise Syra Health of any errors, you may contact us using the information below:

Email: info@Syrahealth.com

Mail: Syra Health Corp.
1119 Keystone Ave N.
Carmel, IN 46032

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