TERMS OF SERVICE

 

Effective as of May 17, 2017.


Welcome to Sync Opp! Sync Opp, Inc., and its parents and affiliates (collectively "Sync Opp", "We", "Us", or "Our"), provides an online Platform that connects Advisors with Clients that are seeking their career advice. "User", "Users", "You", "Your", "Yours" and "Yourself" refer to anyone with a registered Sync Opp account and accesses Sync Opp services. We support Users interested in a healthcare profession, currently practicing healthcare professionals, and retired healthcare professionals in the following industries: Nursing, Medicine, Pharmacy, Physical Therapy, Dentistry, Physician Assistants, and Public Health. These Terms of Service ("Terms") cover User access to the Platform.  In addition to these Terms, Our Privacy Policy, available at www.syncopp.com, explains how we collect and use your information.  The terms of this Privacy Policy are hereby incorporated by reference.

 

By using Our Platform, You agree to be bound by these Terms and Our Privacy Policy.

 

1. Key Terms

 

"Accepted" means a Meeting Request the Advisor has agreed to attend through Sync Opp's accepting process (e.g. accept function in Meeting Request email or in Appointment tab in User's Account). Once Accepted, the Meeting is officially booked and Users attending the Meeting are responsible for following Meeting details outlined in the User's Account or Confirmed Meeting email.


"Account" means the registered account associated with a User, which includes the User's Profile and all Account details.


"Advisor" means a User who has completed Sync Opp's Account registration process and has agreed to Sync Opp's Terms.  For Advisors, this includes completing and passing Our background screening process and creating a Payment Profile.  Advisors provide career advice and counseling services by allowing Clients to book them for Meetings for the purposes of transmitting such advice. The Parties agree that the use of the term "Advisor" does not imply that said User is an employee, agent, or independent contractor of Sync Opp.


"Advisor Earnings" means the amount the Advisor earns for an applicable Meeting after the Advisor Fee has been applied.


"Advisor Fee" means the fee that Sync Opp charges an Advisor for the use of the Platform's Services, which is calculated as a percentage of the Meeting Cost.


"Advisor No Show" means (i) an Accepted Meeting which an Advisor does not attend; or (ii) an Accepted Meeting for which the Advisor logs in more than ten (10) minutes late and where the Client is no longer logged in to the meeting.


"Automatic Cancellation" means a Meeting Request that has been cancelled by Our Platform when the Advisor does not Accept or Decline the Meeting at least forty-eight (48) hours before the Meeting start date and time.


"Cancelled" means a previously Accepted Meeting that the Advisor or Client are no longer able to attend and have formally requested Sync Opp to cancel. Users may cancel a Meeting by emailing support@syncopp.com and providing Meeting information.


"Charge Summary" means a list of fees associated with Meeting an Advisor. A Charge Summary is provided to the Client at the time they enter Meeting Request details.


"Client" means a User who has completed Sync Opp's Account registration process, has agreed to Sync Opp's Terms, and receives the career advice services of Advisors on Our platform.  


"Client Fee" means the fee that Sync Opp charges a Client for use of Platform Services, which is a percentage of the Meeting Cost. The Client Fee will be displayed to the Client at the time they enter Meeting Request details.


"Client No Show" means (i) an Accepted Meeting the Client did not attend at the specified date and time; and (ii) an Accepted Meeting for which the Client logs in more than ten (10) minutes late and where the Advisor is no longer logged in to the meeting.


"Content" means information You provide in connection with Your Profile, including any specific information about Your career, experiences, etc.


"Declined" means a Meeting Request the Advisor has decided not to attend through Sync Opp's declining process (e.g. decline function in Meeting Request email or in Appointment tab in User's Account). Clients will not be charged and Advisors will not be paid for Declined Meetings.


"Onboarding Fee" means the fee potential Advisors will be charged as part of Our background screen and Advisor activation process. If a potential Advisor is found to have falsified any part of their Profile, or if a potential Advisor fails Our criminal background check, their Onboarding Fee will not be refunded and their Profile will not be activated as an Advisor.


"Payment Profile" means a private Profile which Advisors complete, that designates the bank Account Advisor Earnings will be deposited into, credit card that should be charged for Penalty Fees, and data needed to issue tax-related documents.


"Pending" means a Meeting Request the Advisor has not responded with an accept or decline response through Sync Opp's functions (e.g. accept/decline function in Meeting Request email or in Appointment tab in UserĂ­s Account)


"Platform" means the Sync Opp website, Meeting tools, messaging tools, payment tools, Profile tools, and review tools, available at www.syncopp.com.


"Profile" means all publicly available data viewable by other Users on the Platform, including all Content thereon.


"Meetings" are User-to-User Meetings between a Client and an Advisor.  Meetings can be Phone Meetings or Web Meetings and must be conducted exclusively using Sync Opp's Meeting tools to ensure Users are protected by Sync Opp policies.


"Meeting Cost" means the amount the Advisor will charge the Client, which is based on the applicable Advisor's hourly rate and the Meeting duration.


"Meeting Request" means a proposed Meeting that is submitted by a Client to an Advisor of interest using the Book Appointment function on Our Platform. The Meeting Request includes the following information: Client name and Meeting details (e.g. date, time range, time zone, type [phone vs web] and discussion topics). Meetings are not officially booked until the Advisor has Accepted the Meeting using Platform functions.


"Penalty Fee" means the $50 fee an Advisor will be charged if such Advisor does not attend their Confirmed Meeting or if such Advisor Cancels their Meeting less than 48 hours before the Meeting start date & time. When an Advisor accepts a Meeting, they authorize Penalty Fee charges when applicable and without prior notice by Sync Opp. Sync Opp reserves the right to suspend the Accounts of Advisors that cancel multiple Meetings less than forty-eight (48) hours before they are scheduled to take place, or that do not attend multiple Meetings.


"Site" means the Sync Opp website, found at http://www.syncopp.com.


"Total Cost" means the Total amount the Client will be charged for a Meeting, which includes the Meeting Cost and Client Fee.


"Under Review" means an Accepted Meeting that is being reviewed by Sync Opp for Attendance by Users booked for the Meeting.


"User" means any United States person that has a Sync Opp Account and uses Our Platform services. Users include Clients and Advisors. Users can interchangeable function as Clients and Advisors, but Advisors require an approval process (See "Activating an Advisor Profile").  

 

2. Basic Terms and Eligibility

 

2.1 Acceptance of These Terms. These Terms set forth the entire understanding of the parties with respect to the use of the Platform, and supersede all contemporaneous agreements, representations, warranties and understandings with respect to the Platform.  These Terms may be amended by Us in accordance with the terms below.  The latest Terms will be posted on the Site and these Terms should be reviewed by Users prior to using the Platform.  If You do not agree to the terms of this Agreement, You may not use the Platform.

These Terms provide, among other things that (i) the Platform is provided on an "as is" basis; (ii) that Sync Opp has no liability regarding the quality, consistency, or accuracy of any advice or guidance provided by Advisors; (iii) that Sync Opp does not supervise, control, or direct Advisors in Meetings, and Sync Opp has no liability with respect to the Content delivered in any particular Meeting; (iv) Your consent to dispute resolution via arbitration; (v) Your consent that no claim against Sync Opp shall be adjudicated on a class basis; and (vi) if You are an Advisor, indemnification of Sync Opp in connection with any dispute You may have with another User.

 

Non-US persons cannot be Users.  If you are not a resident of the United States, you must stop using the Platform immediately.


2.2. Age of Users. The Platform is not directed to children, and may not be used by anyone under the age of 18.  By using the Platform, You represent and warrant that You are an individual at least 18 years of age, You are of legal age to agree to these Terms, and that all registration information You submit is accurate and truthful.  

 

3. Using the Platform

 

3.1 Account Registration. To access services provided by Sync Opp's Platform, Users can register an Account directly via the Platform. Advisors and Clients create a registered Account using the same registration process.  An Account includes full name, email, username, and password. An email will be sent confirming that Your Account is registered.


Your Sync Opp Account will be based on personal information You provide Us. Sync Opp reserves the right to suspend or terminate Your Sync Opp Account and Platform access if You create more than one (1) Sync Opp Account, or if any information provided during the registration process or thereafter has been identified to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service

 

3.2 Creating a Profile. After You complete your Account, You can complete Your Profile by entering data as part of the registration process or through the edit Profile function in Your Account at a future time. Our Platform allows You to provide Users with Content about Yourself.  This may include information on Your work experience, academic experience, professional knowledge You can share, professional knowledge You are seeking, and Meeting preferences.  

 

We strive to provide You full access to Your Content and Profile at all times.  In the event that You cannot access Your Content or Profile because of technical issues, please contact Us at support@syncopp.com  and We will try to remedy the problem as quickly as possible.  


By creating a Profile, You agree to comply with Terms We have outlined regarding Your responsibilities for Your Content.  Please see the section titled "Your Responsibility for Your Content" for an overview of Your responsibilities regarding the various types of Content, including Content which may be posted via Your Profile, that You may post using the Platform.

 

3.3 Activating an Advisor Profile. Users interested in using the platform as an Advisor are bound by the following expectations: (i) complete Profile, (ii) pass background screen, and (iii) complete Payment Profile.

 

Pass Background Screen:  We require that all Advisors complete and pass Our screening process, which includes academic verification, employment verification, healthcare sanction check, and a criminal background check. The following Onboarding Fee will be collected to cover the costs of Our screening process and Advisor Profile activation: 


If Our background screen reveals that a potential Advisor has falsified any part of their Profile or a criminal history has been identified, their Onboarding Fee will not be refunded and the User's Profile will not be activated as an Advisor.  Users will be notified via email on the status of their background screen within seven (7) to ten (10) business from the date in which the User has completed submission of all requested information for the background screen.

 

Complete Payment Profile: All Advisors must complete a Payment Profile.  This requires Advisors to designate the bank Account they would like funds to be deposited into, credit card for penalty charges, and tax-reporting information (e.g. social security number, date of birth, and address). Data is encrypted for Your privacy and security using industry recognized safeguards.

 

At Sync Opp's discretion, a User's Advisor capabilities can be removed at any time if the User's Profile has been found to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service at any time.

 

Users can contact support@syncopp.com if: (i) Users would like to maintain their Account, but no longer function as an Advisor; or (ii) Users would like to maintain their Account, but not be considered for an Advisor role.

 

3.4 Messaging. The Platform allows You to share personal messages with other Users.  Please see the section titled "Your Responsibility for Your Content" for an overview of Your responsibilities regarding messages and other types of Content. Users cannot share personal contact information with other Users and will not be protected by Sync Opp policies if they choose to do so.


3.5 Meeting Management


3.5.1 Scheduling a Meeting. If You are using the Platform as a Client, You may submit a Meeting Request to an Advisor by going to the applicable Advisor's Profile and clicking the "Book Appointment" button.  You can submit a Meeting Request at least seventy-two (72) hours in advance by entering meeting details (e.g. date, time, time zone, Meeting type, discussion points) and entering payment information. Meetings are not officially booked until the Advisor has Accepted the Meeting via the Advisor's Account or emailed Meeting Request. If a Meeting is not Accepted at least 48 hours before the date/time of such Meeting, it will automatically be cancelled by our Platform.

By booking a Meeting with an Advisor, You are contracting directly with that Advisor.  This means that You, as a User and Client, are agreeing to pay the Total Cost of the Meeting, which includes the Advisor Fee and the Client Fee, and to attend the Meeting at the appointed time, and via the appointed method.  Sync Opp is not a party to this contract between the Client and the Advisor.  Payments for the Meeting is processed by Our Payment Service Provider.

Users can review the status of their Meetings by going to the Appointment tab in their "My Profile". An emailed status update will also be provided to the Client and Advisor for Accepted or Declined Meetings.

 

3.5.2 Canceling a Meeting. At Sync Opp, We understand that unforeseen circumstances come up, and that You may book a Meeting accidentally.  Therefore, We allow Users to cancel a Meeting up to forty-eight (48) hours before the Meeting date and time without penalty by emailing Us at support@syncopp.com and providing meeting details (e.g. name of client, name of advisor, meeting date, time range, time zone, meeting type). Sync Opp will notify all Users involved in the Cancelled Meeting on the status of the Meeting via email and in the Users' Accounts. The date and time all meeting details are emailed to Sync Opp will be the reference for deciding whether penalty charges will be applied. Please see Our Client Refund Policy to review refunds related to various cancellation scenarios.

 

Users may not cancel a Meeting based on another User's race, color, ethnicity, national origin, religion, actual or perceived sexual orientation or gender identity, or marital status. Sync Opp reserves the right to suspend the Account of any User without notice if it suspects such User is cancelling Meetings in a discriminatory fashion.

 

3.5.3 Attending Your Meeting. The Advisor, not Sync Opp, is solely responsible for honoring obligations of any Confirmed Meetings. If You, as a Client, choose to enter into a transaction with an Advisor for the Meeting, You agree and understand that You will be required to enter into an agreement with the Advisor.

 

Once the Advisor accepts the Meeting Request, both the Advisor and Client will be provided Meeting and login information via email and in their respective Accounts.  Users must attend their Meeting for at least ten (10) minutes after start time to get credit for the Meeting and to stay protected by Our policies in the event that the other User does not attend the Meeting. In addition, if the Client and Advisor attend at least 50% of the Meeting duration together, the Meeting will be considered Completed.

 

For Clients: Clients will not be issued a refund for their meeting if: (i) Clients do not attend their Accepted Meeting at the specified date and time; or (ii) Clients logs in to their Accepted Meeting after the ten (10) minute grace period and the Advisor is no longer logged in to the Meeting.

 

For Advisors: The Advisor will be charged a $50 Penalty Fee if: (i) Advisors do not attend their Accepted Meeting; or (ii) Advisor logs in to their Accepted Meeting after the ten (10) minute grace period and the Client is no longer logged in to the Meeting. The Advisor authorizes Sync Opp to charge the Penalty Fee using the Advisor's credit card used to pay for Our Onboarding Fee or is designated in their Payment Profile.  Sync Opp reserves the right to suspend the Accounts of Advisors that fail to attend multiple Meetings or that cancel multiple Meetings within forty-eight (48) hours of the time the applicable Meetings are scheduled to take place.

 

Please see Our Client Refund Policy to view Our policies, procedures, and refunds related to Meeting attendance.

 

3.5.4  Leaving a Review. After a Meeting has been completed, the Client can complete a review on the Advisor's performance. Client's will be prompted to complete a review from the alert icon in their logged in Account. Please see the section titled "Your Responsibility for Your Content" for an overview of Your responsibilities regarding User reviews and other types of Content.  Reviews for the Advisor will be visible by other Users viewing the Advisor's public Profile.  Reviews for Sync Opp will only be viewed by designated Sync Opp team members.

 

4.  Financial Terms

 

4.1 Billing & Payment. A fee is not charged to create a User Account. However, fees are applied for using Platform services, activation of Advisor Profiles, and penalties as applicable. At the time a Client sends a Meeting Request, the Client will be provided a detailed Charge Summary, will submit credit card information, and the Client authorizes Sync Opp to charge  the credit card for the Total Cost. The Client will not be charged for the Meeting until it is Accepted by the Advisor.

 

4.2 Client Refund Policy. We aim to make every Sync Opp Meeting a great success. However, things sometimes do not work out as planned. See Our "Cancelling a Meeting" policy and "Summary of Refunds" table to review refunds Sync Opp can offer, some of which may be granted by Sync Opp in its sole discretion. Refunds take five (5) to ten (10) business days to process after initiated.

Summary of Refunds

 

Scenario

Refund Type

Client was dissatisfied with experience and Sync Opp decided to issue a refund.

Please contact support@syncopp.com to receive a refund for the 15% Client Fee charged for Your Accepted Meeting.  Notwithstanding the foregoing, all refunds of this type shall be granted by Sync Opp in its sole discretion.

Client did not attend Accepted Meeting,

A refund cannot be issued out of respect for the block of time the Advisor has reserved for the Meeting. Advisor will be paid their Advisor Earnings for the Meeting.

Advisor did not attend Accepted Meeting.

Client will automatically be issued a full refund to the credit card used for booking the Meeting. Advisor will not be paid their Advisor Earnings for the Meeting.

Client canceled Meeting less than forty-eight (48) hours before the Meeting date & time.

A refund cannot be issued out of respect for the block of time the Advisor has reserved for Meeting. Advisor will be paid their Advisor Earnings for the Meeting.

Client cancelled Meeting more than or equal to forty-eight (48) hours before the Meeting date & time.

Client will automatically be issued a full refund to the credit card used for booking the Meeting. Advisor will not be paid Advisor Earnings for the Meeting.

Advisor cancelled Meeting less than forty-eight (48) hours before the Meeting date & time.

Client will automatically be issued a full refund to the credit card used for booking the Meeting. Advisor will not be paid Advisor Earnings for the Meeting.

Advisor cancelled Meeting more than or equal to forty-eight (48) hours before the Meeting date & time.

Client will automatically be issued a full refund to the credit card used for booking the Meeting. Advisor will not be paid Advisor Earnings for the Meeting.


 

4.3 Payment of Advisor Earnings. Advisors will be paid five (5) to seven (7) business days after the applicable Meeting takes place. Advisors are responsible for ensuring that listed bank Account information on their Payment Profile are accurate and up to date to ensure timely transfer of Advisor Earnings. Advisors can review the status of Advisor Earnings by going to the Advisor Center tab on their Account's "My Profile". We round payments to the nearest unit (e.g., cents). 

 

4.4 Termination. You are free to stop using the Platform at any time by sending a request to support@syncopp.com.  We also reserve the right to suspend or end Your access to the Platform at any time, at Our discretion and without notice, if You are not complying with these Terms, or if You use the Platform in a manner that would cause Us legal liability, disrupt the Platform, or disrupt other Users' use of the Platform.  We reserve the right to terminate and delete Your Account if You have not accessed the Platform for twelve (12) consecutive months.  Sync Opp will provide You with notice via the email address associated with Your Account before We do so.  

 

5.  Your Content and Responsibilities

 

5.1 Content. As outlined above, Our Platform allows You to post, submit, publish, display, or transmit Content to other Users.  To the extent this Content is original to You, You shall own the Content, subject to the rights granted to Us herein.

 

To the extent that You post Content using the Platform, You represent and warrant that (i) You own or control all rights to the Content and have the right to grant the license specified in these Terms to Us; and (ii) all Content shall comply with these Terms, including, without limitation, the Acceptable Use Policy.

 

We reserve the right to remove any Content which Sync Opp, in its sole discretion, believes (i) contains material which violates the Acceptable Use Policy; (ii) promotes illegal activity; (iii) impersonates another, or misrepresents Your identity; or (iv) is likely to lead to legal liability for Sync Opp.


5.2  Sync Opp's Licenses to Your Content. We retain a worldwide, perpetual, non-exclusive, royalty free, assignable, sub-licensable, transferable right to use Your Content for any purpose and in any media now known or hereafter devised.  This means that We may use Your Content in a number of different ways, including reformatting it, incorporating it into advertisements and other works, creating derivative works from it, and allowing others to do the same.  In connection with this license, You irrevocably waive, and cause to be waived against Sync Opp and its Users, any claims and assertions of moral rights with respect to Your Content.  By "use" We mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.  This license ceases when You terminate Your use of the Platform.

 

We also retain a license to Your Content to the extent necessary to provide and improve the Platform.  This means that We may transmit Your Content to other Users in accordance with Your wishes, display Your Content, and take any other actions necessary to provide the Platform.  This license will continue in perpetuity, even if You stop using the Platform.

 

5.3 Your Responsibilities. You are responsible for Your conduct while using the Platform, and You must comply with Our Acceptable Use Policy, as provided below.  Your Content uploaded or posted using the Platform may be protected by others' intellectual property rights.  You are expressly prohibited from knowingly or willfully copying, uploading, downloading or sharing any Content under these Terms unless You have the right to do so. Additional User responsibilities include the following:


Your Content may expose You to liability if You are not responsible.  For example, if Your Content contains material that false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation, You may be exposed to legal liability.

 

SYNC OPP EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY ASSOCIATED WITH THE CONTENT THAT IS POSTED, STORED AND/OR SHARED BY ANY USER USING THE PLATFORM.

 

You are responsible for safeguarding Your own User Account password, and ensuring that others do not have access to it. Sync Opp will not be liable for loss or damage arising from Your failure to comply with these Terms.

 

If members share personal contact information or communicate and meet outside of Sync Opp, Users are not protected by Sync Opp policies.

 

5.4  Acceptable Use Policy. We expect You to use Our services responsibly.  Accordingly, You shall not do, attempt to do, or encourage any third party to do or attempt to do any of the following when accessing and using the Platform:

 

6.  Updates to the Platform

 

6.1 Updates. We may update the Platform at any time, or add or subtract features from the Platform at any time; provided, however, that if We make any modifications to the Platform which will materially affect Your ability to use the Platform, We will provide notification of such changes by sending You a notice to the email address associated with Your Account.


6.2 Feedback. We welcome Your feedback and suggestions. You can submit Feedback by emailing Us at support@syncopp.com. You acknowledge and agree that all Feedback You give Us will be the sole and exclusive property of Sync Opp and You hereby irrevocably assign to Sync Opp and agree to irrevocably assign to Sync Opp all of Your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights You may have in such Feedback. At Sync Opp's request and expense, You will execute documents and take such further acts as Sync Opp may reasonably request to assist Sync Opp to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

 

7. Intellectual Property Rights

 

7.1 Sync Opp Intellectual Property Rights. The Platform, and all elements thereof, are protected by copyright, trademark, trade secret, trade dress, patent, and other US and foreign laws ("Sync Opp IP").  These Terms do not grant You any right, title or interest in the Platform, Sync Opp IP, Sync Opp trademarks, logos and other brand features, or any other User's Content.  We welcome feedback, but please note that We may use and implement comments or suggestions as part of Ours services without any obligation to You.

 

7.2 DMCA Notices. We respect the intellectual property rights of others, and take copyright infringement seriously.  Some of the features of the Platform consist of the ability to post Content, some of which may include copyrighted works.  Sync Opp disclaims all liability with respect to Your Data and Content.  Copyright owners and their authorized agent may submit a complaint of alleged copyright infringement to Sync Opp if they have a good-faith belief that their protected works are being infringed.  Such complaints (each, a "DMCA Notice") may be emailed to: support@syncopp.com, or sent by regular mail or courier to:

 

Legalzoom.com, Inc.

101 N. Brand Blvd. 11th Floor

Glendale, CA 91203

 

To be effective, a DMCA Notice must include:

 

 

8.  Liability & Warranties

 

8.1 Platform Offered "As Is". SYNC OPP PROVIDES THE PLATFORM "AS IS" AND ON AN "AS AVAILABLE" BASIS.  ACCORDINGLY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNC OPP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS.

 

IF YOU CHOOSE TO USE THE PLATFORM, YOU CHOOSE TO DO SO AT YOUR OWN RISK.

 

8.2  No Other Warranties. We strive to provide the best possible Services, but there are certain things that We can't guarantee.  

 

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SYNC OPP DOES NOT MAKE ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PLATFORM OR ANY OTHER SUBJECT MATTER OF THESE TERMS.  BOTH YOU AND SYNC OPP SPECIFICALLY EXCLUDE AND DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THIS DISCLAIMER INCLUDES ANY WARRANT, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE ACCURACY, QUALITY, TRUTHFULNESS, OR COMPLETENESS OF ANY CAREER GUIDANCE OR COUNSELING GIVEN BY ANY ADVISOR IN CONNECTION WITH THEIR USE OF THE PLATFORM.

 

Some states don't allow the disclaimers in this paragraph, so they may not apply to You.

 

8.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SYNC OPP, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OR DESTRUCTION OF DATA, LOSS OF ACTUAL OR ANTICIPATED PROFITS OR BENEFITS, OR THE COST OF PROCURING REPLACEMENT SERVICES OR SOLUTIONS, WHETHER OR NOT SYNC OPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THESE TERMS OR IN CONNECTION WITH THE PLATFORM, OR ANY UNDERTAKING OR PERFORMANCE THAT MAY BE PROMISED, PERFORMED, OR EXECUTED TO IMPLEMENT THESE TERMS.

 

Some states don't allow the types of limitations in this paragraph, so they may not apply to You.

 

8.4 Indemnification for Use of Platform. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SYNC OPP AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LAWSUITS, ACTIONS, OR CAUSES OF ACTION, AND ALL DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS FEES RESULTING THEREFROM WHICH ARISE OUT OF YOUR USE OF THE PLATFORM.

 

9.  Resolving Disputes

 

9.1 Initial Dispute Resolution. We want to address Your concerns without a formal legal claim.  Before filing a claim against Sync Opp, You agree to try to resolve the dispute informally by contacting support@syncopp.com.  We'll try to resolve the dispute informally by contacting You via email.  If a dispute is not resolved within thirty (30) days of submission, either You or Sync Opp may begin formal legal action, subject to these Terms.

 

9.2 Mandatory Arbitration. BY USING OUR PLATFORM, YOU ARE ACCEPTING THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THIS ARBITRATION PROVISION.  

 Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.  Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

 

In accordance with the above, You acknowledge and agree that You and Sync Opp are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both You and Sync Opp otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.

 

9.3 Venue & Jurisdiction. With respect to any disputes which cannot be resolved by Our internal processes and which, by law, are not arbitrable, You agree that any legal action brought pursuant to these Terms will be resolved exclusively in the state and federal courts located in San Francisco County, California.

 

9.4 Choice of Law. The validity, performance, construction, and interpretation of these Terms shall be governed by the laws of the State of California.  Both You and Sync Opp expressly disclaim from application to these Terms the Uniform Computer Information Transactions Act.

 

9.5 Attorneys' Fees and Costs. In any legal action hereunder, the prevailing party shall be entitled to attorney's fees and costs.

 

9.6 Money Damages Sufficient. You expressly agree that money damages are sufficient to compensate You for any dispute arising under these Terms.  Accordingly, You expressly disclaim any right to non-monetary relief, including, but not limited to, equitable or injunctive relief, that You may have in connection with a dispute arising under these Terms.

 

10.  Miscellaneous


10.1 No Legal Advice. Information contained on or made available through the Platform or in these Terms is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance and no attorney-client relationship is formed thereby.  You are advised that You have the right to seek independent counsel in connection with these Terms.


10.2 Waiver, Severability & Assignment. Any failure on the part of Sync Opp to enforce a provision under these Terms does not constitute waiver of any rights under these Terms, including the right to take action at a later date.  If any provision of these Terms is found unenforceable by any court or administration body of competent jurisdiction, such provision shall be excluded from these Terms and the balance of the Terms shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with the intent of these Terms to the fullest extent permitted by law.  You may not assign any of Your rights under these Terms, and any such attempt will be null and void.  Sync Opp may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Platform.

 

10.3 Modifications. We may revise these Terms from time to time, and will always post the most current version on Our Site.  If a revision meaningfully reduces Your rights, We will notify You by sending You a notice to the email address associated with Your Account.  To avoid any disputes which may arise, You expressly agree to allow Sync Opp to determine when a revision to these Terms meaningfully reduces Your rights.  By continuing to use or access the Platform after the revisions come into effect, You agree to be bound by the revised Terms.

 

10.4 Entire Agreement. These Terms, and the Privacy Policy (and, if applicable, the Customer Agreement), constitute the entire agreement between You and Sync Opp with respect to the subject matter hereto, and supersedes all prior representations, negotiations, promises, understandings or agreements, whether oral or written, between You and Sync Opp with respect to the subject matter hereof.

 

10.5 Notices. By using the Platform, You consent to us providing You with any and all notices under these Terms at the e-mail address You use to create Your Account.  For the avoidance of doubt, any notices sent under these Terms will be deemed received by You once they are sent by Sync Opp.  If You decide that You no longer consent to receive notices by e-mail, You must stop using the Platform.

 

10.6 Relationship of the Parties- Withholdings. Sync Opp does give career advice or guidance, and does not employ individuals to give such advice and guidance.  Each User assumes any and all liability in connection with advice or guidance that is given or received, and Sync Opp makes no warranties, express or implied as to the quality of such advice or guidance.


If You accept and receive compensation for a Meeting, You understand and agree that Your relationship with Sync Opp is limited to being a User, and an independent, third party contractor.  There is no relationship of agency, partnership, joint venture, employment, or franchise between You and Sync Opp.  Sync Opp is not an employment service and does not maintain an employment relationship with any User.  

 

10.7 Additional Terms of Service. Our Platform utilizes certain third party products and services, including, but not limited to, Stripe, to help You have the best possible experience on Our Platform.  These third party services may require You to agree their Terms of Service in addition to these Terms.  The Terms of Service employed by a third party may contain additional, different or inconsistent from these Terms.  By using Our Platform, You hereby agree to such additional third party Terms of Service, the provisions of which are hereby incorporated by reference.

 

For example, Stripe, Our Payment Service Provider, requires You to accept the Stripe Connected Account Agreement, available at https://stripe.com/us/connect-account/legal.