YOU SHOULD CAREFULLY READ OUR TERMS OF USE (THE "TERMS") BEFORE USING THE SILNA HEALTH INC. ("SILNA") PLATFORM (THE "PLATFORM") AND ALL RELEVANT CONTENT AND SERVICES PROVIDED IN CONNECTION WITH OR THROUGH THE PLATFORM (THE "SERVICES").
BY CREATING A USER ACCOUNT AND USING THE PLATFORM AND SERVICES, YOU ARE CONSENTING TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO ACCEPT THE TERMS, DO NOT LOG IN TO OR USE THE SERVICES.
Any information that Silna ("us" or "we" or "our" or "Silna") collects through your use of the Platform and Services is subject to the Privacy Policy, which is part of these Terms.
By continuing to use the Platform and Services, you agree as follows:
If you do not agree with and accept the Terms, please discontinue all further use of the Platform and Services. Do not continue to access the Platform or Services and immediately delete all installed files, if any, of the Platform from your device(s).
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SILNA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU CAN OPT-OUT OF THE ARBITRATION AGREEMENT BY CONTACTING HELLO@SILNAHEALTH.COM WITHIN 30 DAYS OF ACCEPTING THESE TERMS.
Effective: May 6, 2024
These Terms of Use ("Terms of Use" or "Terms") are a legal contract between you ("you/your" or "End User") and Silna Health, Inc. ("Silna"). Silna is the creator of the platform (the "Platform") that allows Silna and you, by virtue of your relationship as an agent or employee of a Silna customer ("Silna Customer"), to provide third-party payor benefits checks, eligibility verification, prior authorization services, and related services on behalf of a Silna Customer, and which you will be able to access in order to collaborate with Sila ("Services"). These Terms govern your use of the Platform and Services and apply to individuals accessing the Platform and Services. By accepting these Terms and using the Platform and Services, you acknowledge that you have read, understand, and agree to these Terms and our Privacy Policy. Any capitalized terms not defined in these Terms are defined in the Privacy Policy.
You may access the Platform and use the Services only in accordance with these Terms, and you agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as our Privacy Policy. Note that the Terms will govern any updates provided that replace and/or supplements to the Platform, unless such upgrade is accompanied by a separate license agreement in which case the terms of the new license will govern. You agree to promptly install any such upgrade and cease use of the prior version.
Silna is a technology-enabled services provider that enables therapy providers to perform benefits checks, eligibility verification, and prior authorization services. Both Silna personnel and agents and employees of Silna Customers ("Silna Customer Personnel") who agree to these Terms and our Privacy Policy, may access the Services via the Platform.
The Platform is a proprietary, automation software platform to support and enable performance of Services, and to communicate Services-related data and information needed for the performance of new or ongoing services by Silna Customer patients. The Platform and Services are not intended to be used to identify emergencies or to treat emergent, serious, or life-threatening conditions. If you are an End User of the Platform and you or someone you know believes you are suffering an emergent or life-threatening condition, call 9-1-1 immediately where that service is available or go to the nearest open clinic or emergency room.
You have been granted access to the Platform because you are a Silna Customer Personnel, and in order to use the Platform and access the Services, you understand that you must register to create an account ("User Account"). To register, you must create a username and provide your name, your email address, and other information specified in the registration form ("Registration Data"). You may change or correct information in your account by contacting Silna at hello@silnahealth.com. You agree not to register for a User Account on behalf of an individual other than yourself. You may access and use the Services only in accordance with these Terms, and you agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as our Privacy Policy.
By registering for an account and using the Platform or Services, you represent and warrant as follows:
NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE PLATFORM OR SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE PLATFORM OR SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE PLATFORM OR SERVICES.
With the exception of the Arbitration Agreement (see Dispute Resolution section) included near the end of these Terms, Silna reserves the right to change or modify these Terms as well as functionality of the Platform at any time without prior notice to you. If we materially change or modify these Terms or the Platform, we will let you know by posting a new version of the Terms on our Platform.
If you continue to use the Platform or Services after we have informed you of the changes, you agree to be bound by the modified Terms. If you do not accept the changes, you should immediately stop using the Platform and Services and delete all files associated with the Platform and Services on your computer and/or mobile device.
Silna owns the Platform and Services, including all content and functionality you access through the Platform and Services. Subject to your compliance with these Terms, Silna grants you a non-exclusive, personal, non-sublicensable, revocable, non-transferable, limited license to use the Services by registering for and using the Platform. Your use of the Platform is strictly limited as provided in these Terms. No other use of the Platform is permitted. Silna has no responsibility or liability with respect to any arrangement between you and your patients, any patients of a Silna Customer, or your use or provision of any health care or medical advice to your patients.
THE PLATFORM AND SERVICES ARE FOR YOUR USE IN CONNECTION WITH THE SERVICES AND YOU MAY NOT RESELL OR SUBLICENSE YOUR ACCESS TO THE PLATFORM OR SERVICES. You may not use the Platform or Services for any other purpose than what is allowed under these Terms without Silna's express written permission.
You may not use Silna's name, trademarks, service marks, or logos, or those of third parties appearing on the Platform or Services in any advertising or publicity or to otherwise indicate Silna's or such third party's sponsorship or affiliation with any product or service without express written permission from Silna or such third party.
You own your Information (as defined in the Privacy Policy) and any other information you submit on or through the Platform or Services (collectively, "User Information"). For us to provide you with the Platform and Services, you grant to Silna a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use your User Information for the purpose of providing the Platform and Services, subject to the restrictions in the Privacy Policy. You also agree to allow Silna to de-identify and anonymize your User Information in accordance with our Privacy Policy, and to use or disclose such de-identified information for any purpose.
You may use the Platform and Services only for lawful purposes and in accordance with these Terms. In addition, we impose certain restrictions on your use of the Platform and Services. While using the Platform and Services, you shall not:
Silna is not obligated to monitor your use of the Platform and Services, but we may do so to ensure your compliance with these Terms, and/or to respond to law enforcement or other government agencies, such as State Medicaid agencies, if and when we are required to. Silna reserves the right to suspend or terminate your use of the Platform and Services without notice to you if you partake in any of the prohibited uses described above.
The Platform and Services are designed to require End Users to create a username and password to access and use the Platform and Services. Your username and password are, collectively, your "User Credentials". You are solely responsible for (i) maintaining the strict confidentiality of your User Credentials, (ii) not allowing another person to use your User Credentials to access the Platform or Services, and (iii) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your User Credentials, regardless of whether you were aware of those activities. You agree to immediately notify Silna in writing by email of any unauthorized use of your User Credentials or any other compromise of the security of your User Account.
WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY HARM TO YOU ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR INFORMATION, YOUR DISCLOSURE OF YOUR USER CREDENTIALS, OR THE USE OF YOUR USER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.
You may be held liable for any losses incurred by Silna and/or its affiliates, officers, directors, and representatives due to someone else's use of your User Account or password, regardless of whether you were aware of such use.
Silna values your privacy and is committed to keeping your Information confidential. Please see our Privacy Policy for an explanation of our privacy practices, the data we collect from you, how we use that data, and your rights regarding your data. In connection therewith, you acknowledge and agree that Silna may collect, store, and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripheral devices, as well as personal information, End User location data, and End User content (all such data, including User Credentials, collectively, "User Data"). Silna may use User Data to improve products, to provide services or technologies to End Users, and to facilitate the provision of services or functionality for the Platform, including, but not limited to authentication, performance optimization, software updates, product support and other services to you related to the Platform.
BY CLICKING ON THE "ACCEPT" BUTTON, YOU EXPRESSLY CONSENT TO THE COLLECTION, STORAGE, PROCESSING, MAINTENANCE, UPLOADING, SYNCING, TRANSMITTING, SHARING, AND DISCLOSURE OF USER DATA. By continuing to use the Platform, you indicate your continued consent to such collection, storage, processing, maintenance, uploading, syncing, transmitting, sharing, and disclosure of User Data as well as any collection, storage, transmission and use of data of the type and in the manner described located within the Platform.
You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, "Systems") necessary for you to access and use the Platform and Services. This includes, without limitation, obtaining Internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Platform and Services and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems.
THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.
Your use of the Platform may require an internet connection. You may incur data charges related to information transmitted (whether sent or received) by your device while using the Platform. You are solely responsible for any such data charges. Use of an internet connection may require you to agree to additional terms of service from your internet provider.
We may send communications, including emails, to you regarding your User Account and the Platform and Services. You can choose to filter any User Account and Platform or Services emails using your email settings, but we do not provide an option for you to opt out of these communications.
To the extent any features, aspects, products, or services offered through the Platform or Services are provided, in whole or in part, by third parties ("Third-Party Services" as provided by "Third-Party Service Providers"), you may be subject to additional terms and conditions. To the extent applicable, you will receive a notification and have the opportunity to accept such terms and conditions. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, DO NOT USE THE RELATED THIRD-PARTY SERVICES.
In the event of any inconsistency between terms of use relating to Third-Party Services and these Terms, those additional terms and conditions will control with respect to such Third-Party Services. Third-Party Service Providers may collect and use certain information about you, as specified in the Third-Party Service Provider's privacy policies. Prior to providing information to any Third-Party Service Provider, you should review their privacy policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER'S PRIVACY POLICY OR TERMS OF USE, YOU SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.
In addition to other representations and warranties contained throughout the Terms, you represent and warrant that:
THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS-AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SILNA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SILNA MAKES NO WARRANTY THAT THE PLATFORM AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SILNA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, APPLICATION, OR MATERIALS ACCESSED THROUGH THE PLATFORM.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE PLATFORM AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM AND SERVICES, INCLUDING, WITHOUT LIMITATION, AUTHORIZED THIRD PARTIES.
SILNA CANNOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS.
YOU AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD SILNA OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE PLATFORM AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS, MOBILE DEVICES, OR DATA.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES REMAINS WITH YOU. NEITHER SILNA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM AND SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE PLATFORM AND SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SILNA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, SILNA'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEARS OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SILNA'S AND ITS REPRESENTATIVES FROM ANY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE PLATFORM OR SERVICES, YOUR VIOLATION OF THESE TERMS, OR ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR RELATED TO YOUR USER ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE PLATFORM OR SERVICES THROUGH YOUR USER ACCOUNT, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
Just as Silna requires End Users of the Platform to respect the copyrights and other intellectual property rights of Silna, its affiliates, and other third parties, Silna respects the copyrights and other intellectual property rights of uses of the Platform and other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Platform without authorization, Silna's agent for notice of claims or copyright or other intellectual property infringement can be reached as follows:
[INSERT ADDRESS]
Please provide the following information: (1) the identity of the infringed work and of the allegedly infringed work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and Services ("Feedback"). You may submit Feedback by emailing us at hello@silnahealth.com. You acknowledge and agree that if you submit any Feedback to us, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
If you need support navigating the Platform, please contact Silna via email at: hello@silnahealth.com ("Support"). If additional Support is required, you will have the option to follow-up with Silna by telephone [or online support chat]. In connection with your request for Support you must reasonably cooperate with Silna to facilitate any troubleshooting required.
You should limit personal information shared within these systems to a minimum. Please be advised that any information shared in requests for Support may be accessed by individuals providing support services, including those through a third-party support ticketing system.
Please be advised that by registering for, accessing and/or using Support, you accept and agree to be bound by Silna's terms of use and agree that Silna will store information relating to any Support request messages using a third-party support ticketing system. Be further advised that when you submit a request for Support, Silna may access your User Account.
If you breach any of these Terms, we may suspend or disable your User Account or terminate your access to the Platform and Services without prior notice to you. There may be other instances where we may need to terminate your access to the Platform and Services that are not related to any of your actions or inactions. We reserve the right to terminate your access to and use of the Platform and Services and materials at any time, with or without cause.
If you wish to terminate your User Account, please contact Silna at hello@silnahealth.com, immediately discontinue your use of the Platform and Services, and delete all files associated with the Platform and Services from your computer or mobile device.
Upon termination of your agreement with these Terms, if you have not already discontinued your use of the Platform, all rights granted to ou hereunder will terminate and Silna will immediately terminate your access to the Platform and all Services.
*PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS*
You agree that any dispute between you and Silna arising out of or relating to these Terms will be governed by the dispute resolution procedure outlined below. We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Silna.
Before filing a claim against Silna, you agree to try to resolve the dispute informally by contacting hello@silnahealth.com. Most User concerns can be resolved quickly and to your satisfaction through email. If a dispute is not resolved within thirty (30) days after submission, you may bring a formal proceeding, as outlined below.
In the unlikely event that our support team is unable to resolve a complaint you may have (or if we have not been able to resolve a dispute with you after attempting to do so informally), including, but not limited to, any alleged breach of these Terms, you agree to resolve the dispute through binding arbitration. Arbitration, which is often less expensive, faster, and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award, and may, but do not have to, award legal fees, arbitrator's fees and costs, and other costs incurred by the party that does not win the dispute. You agree that any dispute will be exclusively, fully, and finally resolved using binding arbitration.
You and Silna agree to employ three (3) arbitrators (the "Panel"), where one arbitrator (1) is selected by you, one (1) arbitrator is selected by Silna, and the third (3rd) arbitrator is selected by mutual consent of you and Silna. If you and Silna cannot agree upon the third arbitrator, the first two (2) arbitrators chosen shall select the third arbitrator. The selection decision shall be binding.
The arbitration shall be conducted by telephone, online, and/or be solely based on written submissions—the specific manner to be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the Panel may be entered in any court of competent jurisdiction.
Any claim or dispute arising under these Terms must be initiated by arbitration within one (1) year from its accrual date. Any claim or dispute initiated one (1) year or longer from its accrual date shall be time-barred and dismissed.
The parties expressly agree that any and all actions taken under the Arbitration Agreement and related provisions, including but not limited to all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party, except as otherwise may be required by law.
Each party will pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. In all cases where required by law, Silna will pay the arbitrator's and arbitration fees. If under applicable law Silna is not required to pay all of the arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law. Any disputes regarding whether Silna is required to pay the arbitrator's and arbitration fees and/or how those fees are to be apportioned between the parties will be resolved by the arbitrator.
Silna may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform and Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the informal dispute-resolution process described above.
YOU MAY ONLY RESOLVE DISPUTES WITH SILNA ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND SILNA EACH WAIVE ANY RIGHT TO A JURY TRIAL.
Notwithstanding the above, you can decline or "opt out" of the alternative dispute resolution process described above by contacting hello@silnahealth.com within 30 days of first accepting these Terms and stating that you (first and last name) decline this dispute resolution process.
YOU UNDERSTAND AND AGREE THAT, BY NOT OPTING OUT OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS DESCRIBED, YOU WAIVE ANY RIGHT TO A JURY TRIAL TO WHICH YOU MAY OTHERWISE BE ENTITLED IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS.
If you opt out of the dispute resolution process described in this section of if this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in New York City, New York, and you and we hereby submit to the personal jurisdiction and venue of these courts. You and Silna agree that if for any reason a dispute proceeds in court rather than arbitration: (1) you and Silna waive any right to a jury trial; (2) the dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor Silna may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding.
These Terms, the Privacy Policy, and any other terms incorporated by reference, constitute the entire and exclusive understanding and agreement between Silna and you regarding the Platform and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Silna and you regarding the Platform and Services.
These Terms shall be governed by the laws of the State of New York without reference to its conflict of laws provisions.
You may not assign or transfer these Terms, by operation of law or otherwise, without Silna's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Silna may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Silna via email (in each case to the address that you provide); and/or (ii) by posting to the Platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Silna electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH SILNA IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.
You shall give any notice to Silna by email to: hello@silnahealth.com. Notice to Silna shall be effective upon receipt of notice by Silna.
The failure of Silna to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Silna.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.
"Intellectual Property Rights" means all intellectual property rights or similar proprietary rights, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks, trade names, service marks, domain names and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, (vi) industrial design rights, and (vii) moral rights and contractual rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
As between you and us, all right, title, and interest, including all Intellectual Property Rights, in the Platform and Services, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Silna or its licensors, vendors, and affiliates, as applicable. The databases, software, hardware, and other technology used by or on behalf of Silna to operate the Platform and their and the Platform's structure, organization, and underlying data, information and source code constitute valuable trade secrets and intellectual property of Silna and no right or license is granted to you to access or use them. The platform is licensed to you, not sold. All rights not expressly granted are reserved by us. Any use of the Platform and Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Please feel free to contact us if you have any questions about these Terms and/or any other documents referenced in these Terms. You may contact us at hello@silnahealth.com.