The following are the terms and conditions that apply to the use of the Service (as defined below) offered and provided by Synergym.AI ltd., a company incorporated under the laws of the state of Israel and any of its affiliates (“Synergym” or "We"). 

The use of, and access to the Synergym application available at

https://play.google.com/store/apps/details?id=com.mobile_trainee

https://play.google.com/store/apps/details?id=com.synergym_trainer_mobile

 (the “App”), and its products and services (the "Synergym Platform", and together with the App, the "Service") made available to you (the "User" or “you” or “your”) to access and use the Service, subject to the consent to be bound by these Terms (collectively, “User(s)”). 

A “User” is any individual or entity who accesses the Service in any capacity. The use and access to the Service by Users are conditioned, without any modification, upon the terms of use set forth herein, including the terms of Synergym's privacy policy (the "Privacy Policy") which are incorporated herein by reference (and together, the "Terms"). 

The Terms herein govern the access to, and use of, the Service and constitute a binding legal agreement between the User and Synergym. When a User accesses the Service, then User’s access to Service is governed by these Terms. 

These Terms apply regardless of how Users access the Service, including any technologies or devices by which Synergym makes the Service available. By clicking on the “I accept” button, User hereby waives any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. 

User must read these Terms carefully. By accessing the Service, User hereby confirms that he/she has read, understood, and agreed to these Terms in their entirety. 

If User does not agree to these Terms in their entirety, please do not use or access the Service.

Synergym may, at any time, cease providing any, or all, of the Service at its sole discretion and without notice. 

Any User which accepts or agrees to these Terms on behalf of a corporation or any other legal entity (the "Legal Entity"), represents and warrants that it has the authority to bind that certain Legal Entity to these Terms which shall apply to that certain Legal Entity.

Synergym and User may each be referred to herein as a “Party” and collectively as the “Parties”. 

1. SERVICE; ACCOUNTS 

   1. Synergym Platform uses AI for helping fitness clubs retain clients and increase revenues.

   2. Synergym offers access to Synergym’s online platform through Apple Store or Google Play.

   3. To use the Service, you must be a human. Accounts registered by other automated tools such as bots are not permitted. 

   4. To use the Service, User must download the App to his personal device. In doing so, User shall be requested to provide Synergym with certain identifiable information (e.g., his/her email address, telephone/mobile number, etc.), and set a password to access his/her personal account, as required by Synergym. Additionally, Some parts of the Synergym Platform allow you to post photos, videos, comments, and other content (collectively, the “User Content”, and the “User Account”, respectively).

   5. It is User’s sole responsibility to always: (a) maintain his/her password and Account information in strict confidence and do not allow anyone else to use its account.; (b) comply with these Terms; (c) not use the Service to disseminate any material that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates the rights of any third party; and (d) backups of any information uploaded to his/her Account, including any User Content. Synergym shall not be liable to the Users or any person for any loss or damage which may arise as a result of any failure by the User to protect his/her password or account information or maintain such backups.

   6. Suspension and Deletion. If Synergym is, or becomes, suspicious activity channeled through any Account, Synergym reserves the right to delete or suspend access to such Account. Synergym may suspend or limit User’s access to the Service, or remove or disable any User Account or User Content, if (a) continued User access or hosting of User Content may result in material harm to the Service, Users or any third party (b) Synergym receives a judicial or other governmental order or request that, in Synergym’s good faith belief, requires Synergym to do so, or (c) Synergym reasonably and in good faith believes continued access or hosting of User Data or User Content violates these Terms or any applicable law. Synergym will endeavor to notify User before any suspension or limitation, except when Synergym reasonably believes that applicable law prevents it from doing so or when immediate action would better prevent imminent harm to the Service, Users, or a third party. Synergym will narrow a suspension or limitation in time and scope as is reasonably practicable under the circumstances.     

   7. Please see Synergym’s Privacy Policy for more information on how Synergym uses and stores personal information.

   8. User may update or correct his/her details at any time by going to his/her User Account’s profile. User hereby confirms that all the data provided by him/her to Synergym is true, accurate and up to date in all respects and at all times.

   9. User understands that Synergym does not offer any warranty or representation that the use of the Service will achieve any particular result. 

   10. User acknowledges that Synergym assumes no responsibility and expressly disclaim all warranties of any kind as to the overall integrity and quality of information provided by, or to, the User, and that Synergym cannot guarantee the accuracy or timeliness of data presented through the Service, or any possible implications derived thereby.

   11. Partners on the platform. From time to time, Synergym may link to or partner with third-party websites, social media platforms, mobile apps, and other products and services (“Third Parties”). You may be able to connect with these Third Parties through the Platform, but this does not mean Synergym endorses, monitors or has any control over these Third Parties or their activities, which are subject to separate terms of use and privacy policies. You should carefully review any Third Party’s sites and terms of use and privacy policy. Synergym is not responsible for the content, policies, or activities of Third Parties and you interact with Third Parties at your own risk.

2. MUTUAL REPRESENTATIONS AND WARRANTIES 

Each Party represents and warrants toward the other Party hereto that: (i) it has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in these Terms; (ii) the execution or performance of these Terms will not result in a violation or breach of any contract, agreement, policy, order, judgment, decree, rule, regulation or law to which such Party is bound; and (iii) unless otherwise expressly provided in these Terms, there are no third party beneficiaries intended under these Terms.

1. USER REPRESENTATIONS AND WARRANTIES 

   1. User represents and warrants that: (i) it will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party, and User will comply with all applicable laws and regulations (including, but not limited to, all applicable import and export laws, copyright and privacy laws) in the User’s use of and access to the Service; (ii) User is the owner of, or has the required rights in all of the information which is uploaded to the Service; (iii) User holds and maintains all personal information in compliance with any and all applicable laws; (iv) User is of legal age in its country/region or has the consent from a parent or guardian. User is aware that there may be certain age restrictions for specific platform Service in various countries or regions; (v) User provides accurate and current registration information; (vi) User shall not register for more than one Synergym account or register a Synergym account on behalf of someone else (unless authorized).

   2. User further represents and warrants that it: (a) has obtained and will maintain all rights, consents, and permissions necessary for using any User Content and/or accessing and using the Service, (b) agrees that Synergym is not responsible for any violations of any third party's intellectual property rights, privacy rights, publicity rights, trademark rights, contract rights or any other rights of any person or entity in any User Content that User submit to Synergym Platform. User agrees to pay all royalties, fees and any other monies owing to any person by reason of the User Content uploaded, displayed or otherwise provided by User to Synergym Platform, (c) acknowledges and agrees that identifiable information and/or User Content may be disclosed to others in accordance with the selected privacy settings, utilized features and general functionality of the Service, and as such may be accessible to others including without limitation to: (i) your Trainers (as defined below) and/or agents; (ii) other Users; (iii) third party service providers and their agents; (iv) any other person to whom any of the foregoing persons have granted access to your identifiable information and/or User Content and (v) Our affiliates. In accordance with the Privacy Policy Synergym shall take commercially reasonable steps to ensure that personal information is not shared (unless you select otherwise), but you acknowledge and agree that Synergym cannot and does not guarantee any confidentiality with respect to such information whatsoever, (d) acknowledges that the internet and telecommunications networks are inherently insecure and that Synergym will have no liability for any changes to, interception of, or loss of data while in transit via the internet or a telecommunications provider’s network; and (e) User may only access and/or use any User Content provided through the Synergym Platform in accordance with the provisions of section ‎6 (Ownership of Content) below. 

   3. User will not, nor will User allow anyone acting on its behalf, or other third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels from the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Synergym prior written approval; (h) directly or indirectly take any action to contest Synergym’s intellectual property rights or infringe them in any way; (i) remove, obscure, or alter any notice of copyright, Synergym’s Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service; (j) allow a minor which is under the legal age in his/her country/region (or doesn’t have a consent from a parent or guardian), or any third party to have access to the Service without Synergym’s prior written consent.

   4. User understands that the materials and/or information appearing on the Synergym Platform may include technical, typographical, or photographic errors, and that Synergym does not warrant that any such materials/information are accurate, reliable, complete, or updated. User also understands that while Synergym may make changes to the materials and/or information appearing on the Synergym Platform, from time to time, it does not make any commitment to review, evaluate or update said materials and/or information.

   5. User who is a trainer in a fitness club ("Trainer") further represents and warrants that it: (i) will use trainees' identifiable information and/or their User Content solely within the scope of its professional duties as provided by the applicable fitness clubs' instructions and/or procedures. (ii) acknowledges and understands that certain information accessible during their duties may include sensitive medical data; (iii) agrees not to exploit, distribute, or transfer trainees' identifiable information and/or their User Content to any third parties in any way; (iv) acknowledges and understands that any workout plans or recommendations presented within Synergym Platform and/or as part of the Service are suggestions only and may require customization for individual trainees. Trainers are responsible for clearly communicating this aspect to their trainees. 

2. USER CODE OF CONDUCT

We’re excited to have you contribute to the Synergym community. Here are a few basic rules:

1. Be Original. Only post User Content to Synergym Platform if you have all permissions and rights needed to make that User Content available, including from any individuals who appear or are mentioned in your User Content. 

2. Be Safe. Do not do anything that may expose Synergym or its users to any type of harm, including anything that may disrupt, damage, disable, tamper with, overburden or limit the functionality of Synergym Platform.

3. Do not post User Content that contains software viruses, programs, or other computer code, and do not circumvent or modify Synergym Platform, software or security technology.

4. Do not use any data mining, robots, scraping or similar data gathering methods.

5. Be Personal. Do not post any advertising, solicitation or commercial content on the Synergym Platform or accept payment from a third party in exchange for performing commercial activity on Synergym Platform.

6. Do not collect or solicit personal information from other Users or send unsolicited messages.

7. Do not use automated technology to interact with Synergym Platform.

8. Be Appropriate. Respect the community and do not post User Content, link to a website, or do anything that is illegal, misleading, malicious, harassing, inaccurate, discriminatory, harmful to minors in any way, hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or otherwise objectionable or inappropriate or which violates any applicable laws. Synergym has the right to prescreen, monitor, or remove User Content – but we have no obligation to do so.

9. Be Yourself. Do not impersonate any person or organization, including athletes or Synergym employees. 

10. Do not license, sublicense, rent or lease the Service to third parties, or use the Service for third party training, commercial time-sharing or service bureau use;

11. Do not include personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of User Content transmitted through Synergym Platform or Service to users;

12. Do not publish any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;

13. Do not stalk or otherwise harass anyone on Synergym Platform or use the Service or with information obtained from Synergym Platform or the Service;

14. Do not collect, use or disclose data, including personal information, about users without their informed written consent or for unlawful purposes or in violation of applicable law or regulations;

15. Do not request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any user of Synergym Platform or the Service for the purposes of automating logins to Synergym Platform;

16. Do not attempt to gain unauthorized access to the computer systems of Synergym or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of Synergym Platform or the Service;

17. Do not post adult or pornographic content;

18. Do not access Synergym Platform or the Service for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in Synergym Platform or the Service;

19. Do not access Synergym Platform or the Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and

20. Do not access Synergym Platform or the Service to upload any User Content or computer code for the purposes of: (i) causing a breach or override of security to the Synergym Platform or the Service; (ii) interfering with the proper working, functionality or performance of Synergym Platform or the Service; or (iii) prevent others from accessing or using Synergym Platform or the Service.

1. SYNERGYM'S INTELLECTUAL PROPERTY RIGHTS 

   1. Synergym owns all right, title and interest in and to the Service as well as any derivative works of the Service and all physical embodiments of same, which Synergym may develop from time to time, (and excluding any third-party product(s) embodied in, utilized or bundled with the Service or User Content). 

   2. The Service and all intellectual property rights in the Service (including any derivative works of the Service) are, and shall remain, Synergym exclusive property, including but not limited to, any modifications or custom features to the Service to be developed by Synergym, whether requested or instructed by the User or not, even if the User has paid for such modifications, except if Synergym and User have a separate written agreement that specifically states otherwise and references this section. 

   3. Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Ideas”) that the Users may provide to Synergym, will be solely owned by Synergym. Users hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to Synergym, free of charge. 

2. OWNERSHIP OF CONTENT

   1. Except for User Content, all of the content on Synergym Platform - including text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features, articles, news stories, sketches, animations, stickers, general artwork and other content ("Synergym Content") - is owned by Synergym or others we license Synergym Content from, and is protected by copyright, trademark, patent and other laws. Synergym reserves all rights not expressly described in these Terms.

   2. All trademarks, service marks, trade names (e.g., the Synergym.Ai name), logos, domain names, copyrights and other proprietary rights associated with Synergym and the Service, whether registered or non-registered, are owned, registered and/or licensed by Synergym. You do not acquire a license or any ownership rights to any of the above through your access or use of the Synergym Platform or Synergym Content.

   3. User agrees not to change or delete any ownership notices from materials downloaded or printed from the Synergym Platform.

   4. To the extent Synergym approves the download or use of Synergym Content comprised of copyrights or copyrightable works, Synergym grants you a limited, personal, non-transferable, non-sublicensable, and revocable license to access and use such copyrights or copyrightable works solely for their intended purpose and solely for as long as Synergym makes such Synergym Content generally available to the public. User does not acquire any ownership rights in Synergym Content (including any trademarks or other intellectual property included in Synergym Content), and all such Synergym Content is intended for personal, non-commercial use. Synergym reserves the right to monitor your use and to alter or revoke this license or your access to Synergym Content at any time and for any reason. Synergym reserves the right to take down any content in violation of these terms or Synergym’s intellectual property rights. Synergym allowing you this limited use does not constitute a waiver of any of Synergym's rights to Synergym Content. 

   5. Outside of the specific usage rights granted to you by Synergym in connection with Synergym Platform, you agree not to use, copy, edit, translate, display, distribute, download, transmit, sell, create derivative works of, or in any way exploit Synergym Content, without Synergym’s prior written consent. Unauthorized use of Synergym Content may constitute a breach of copyright, trademark or other intellectual property laws and may subject you to criminal or civil charges and penalties.

   6. Synergym is not responsible for User Content others post to Synergym Platform. User Content is owned by you or whoever created it, but when you post User Content you license it to Synergym as follows: You represent that you have the right to post your User Content, and you grant Synergym a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use any of the User Content that you post on or in connection with Synergym Platform, including the likeness of any person that appears in the User Content, or any of the concepts or ideas contained in the User Content, for any purpose, including commercial use, which includes the right to translate, display, reproduce, modify, create derivative works, sublicense, distribute and assign these rights. Synergym may, in its sole discretion, remove any User Content at any time. 

3. COPYRIGHT INFRINGEMENT

   1. Synergym may terminate User Accounts found to infringe third party copyrights.

   2. If you believe that your work has been improperly copied to Synergym Platform, such that it constitutes infringement, please provide us with the following information:

(1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf;

(2) a description of the copyrighted work that you claim has been infringed;

(3) a description of where on the Platform the content that you claim is infringing is located;

(4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(5) a statement by you, made under penalty of perjury (depending on applicable law), that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

1. Send copyright infringement complaints to:

Legal Department (Copyright)

         Telephone: 972-52-4612070

         Fax: 972-52-4612070

         Email: support@Synergym.Ai

1. DISCLAIMER OF WARRANTIES

   1. THE USER UNDERSTANDS AND AGREES THAT THE SERVICE PROVIDED BY SYNERGYM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SYNERGYM AND ITS RELATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, SYNERGYM PLATFORM'S ACCURACY, ADEQUACY, USEFULNESS, RELIABILITY OR OTHERWISE, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SYNERGYM IS NOT RESPONSIBLE OR LIABLE FOR ANY USER CONTENT POSTED ON THE PLATFORM. 

   2. SYNERGYM AND ITS RELATED PARTIES DO NOT WARRANT: (A) THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED WILL MEET USER REQUIREMENTS OR EXPECTATIONS; (B) THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED; (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED; (D) THAT THE DATA USED TO TRAIN THE SYNERGYM PLATFORM WILL (i) MEET ANY DIVERSITY EXPECTATIONS, (ii) BE COMPLETELY FREE FROM ANY BIASES OR DISCRIMINATION, OR (iii) BE PERIODICALLY REVIEWED AND UPDATED. 

   3. SYNERGYM IS NOT RESPONSIBLE FOR ANY INTERACTIONS BETWEEN TRAINERS AND USERS THAT ARE FACILITATED THROUGH OR IN CONNECTION WITH THE SERVICE, NOR DOES SYNERGYM HAVE ANY CONTROL OVER THE QUALITY, TIMING, PROVISION OR FAILURE TO PROVIDE, OR ANY ASPECT WHATSOEVER RELATING TO THE PROVISION OF COACHING, TRAINING, WORKOUTS, MEAL PLANS, PROGRESS TRACKING, APPOINTMENTS, CLASSES, PRODUCT PURCHASES AND OTHER SERVICES PROVIDED BY THE FITNESS CLUB TO THE USERS.

   4. The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Service and any related services. 

   5. Any and all warranties shall be void as to the Service damaged or rendered unserviceable by (1) the acts or omissions of non-Synergym personnel in connection with the use of the Service; (2) misuse, theft, vandalism, or other peril; and (3) moving, relocation, alterations or additions not authorized by Synergym in advance and in writing.

   6. PHYSICAL ACTIVITY. Synergym Platform may include features that promote physical activity, nutrition or general wellness. They are for your informational purposes only and are not intended as medical advice or services, or for diagnostic or treatment purposes.  

   7. Consider the risks involved and consult with your medical professional before engaging in any physical activity.

   8. Never disregard professional medical advice or delay in seeking it because of something you have viewed on Synergym Platform. 

   9. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SYNERGYM IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURIES OR DAMAGES YOU MAY SUSTAIN THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE FEATURES ON SYNERGYM PLATFORM.

   10. USER INTERACTIONS. To the extent allowed by applicable law, we are not responsible for your interactions with other users of the Platform or any damage or harm you may experience because of these interactions. 

   11. Be responsible and take precautions when interacting with other users (including users you do not know) on the Platform. Before you meet another person face-to-face, consider investigating, bringing a friend, choosing public locations and letting someone know where you will be. Synergym is under no obligation to become involved with any user dispute, but may do so at its own discretion.

   12. Some jurisdictions do not permit certain limitations or exclusions on liabilities, legal warranties and remedies, so these exclusions and limitations may not apply to you.  

   13. Synergym does not guarantee that Synergym Platform will be uninterrupted or error-free, that any defects will be corrected, or that Synergym Platform is free of viruses or anything else harmful.  

   14. To the fullest extent permitted by law, Synergym disclaims all warranties, express or implied, regarding Synergym Platform, Synergym Content, User Content and any products or services you may obtain or access through Synergym Platform, including, but not limited to, implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

   15. You are solely responsible for any damage to your device resulting from accessing Synergym Platform, to the extent applicable law does not provide otherwise.

   16. We hope you enjoy and get the full benefit of Synergym Platform; however, we do not guarantee any results.

2. LIMITATIONS OF LIABILITY

   1. We want you to enjoy Synergym Platform, but we must also protect ourself from any damages you may cause.

   2. Some jurisdictions do not permit certain limitations or exclusions on liabilities, legal warranties and remedies, so these exclusions limitations may not apply to you.

   3. You agree to indemnify, defend, and hold harmless Synergym, its affiliates, officers, directors, employees, agents, licensors and suppliers (the “Synergym Parties”) from and against all claims, losses, liabilities, expenses, damages and costs, including, without limitation, attorneys' fees, arising from or relating in any way to your User Content, your use of Synergym Content, your use of Synergym Platform, your conduct in connection with Synergym Platform or with other Synergym Platform users, or any violation of these Terms, any law or the rights of any third party. You, for yourself and on behalf of your heirs, estate, insurers, successors and assigns, hereby fully and forever release and discharge the Synergym Parties from any and all claims or causes of action you may have for damages relating in any way to your use of Synergym Platform.

   4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT RESULT FROM OR ARE RELATED TO THESE TERMS, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF SYNERGYM PLATFORM. YOUR ONLY REMEDY AGAINST SYNERGYM IN CONNECTION WITH ANY DAMAGES ARISING FROM YOUR USE OF SYNERGYM PLATFORM OR ANY CONTENT IS TO STOP USING SYNERGYM PLATFORM.  IN ANY EVENT, SYNERGYM’S AGGREGATE LIABILITY TO ANY USER FOR DAMAGES SHALL NOT EXCEED THE AMOUNTS USD $1,000.

   5. EACH PARTY UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THESE TERMS, SUCH LIMITATIONS SHALL SURVIVE FAILURE OF THEIR ESSENTIAL PURPOSE, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

   6. Synergym is not responsible for the performance of the Service due to events beyond the reasonable control of Synergym.

3. TERMINATION

   1. Synergym may terminate or modify any Synergym Platform, member program, product or service at any time without notice.

   2. Synergym may terminate or suspend your User Account, delete your profile or any of your User Content, and restrict your use of all or any part of the Synergym Platform at any time and for any reason, without any liability to Synergym, subject to applicable law.    

   3. You understand and agree that some of your User Content, particularly that which is displayed in an activity feed or in other public places on Synergym Platform, may continue to appear publicly even after your User Account was terminated, subject to your right to have your User Content removed upon request in accordance with applicable law.

   4. These Terms remain in effect even after your Use Account is terminated or you have stopped using Synergym Platform.

   5. Termination of these Terms shall not relieve the User of its obligations to Synergym hereunder that arose prior to the effective date of termination, including all User payment obligations that have accrued prior to the date of termination. In addition, payment obligations and provisions contained in Sections ‎2,3,5,6 and ‎‎8 through ‎‎10 shall survive the expiration or termination of these Terms for any reason. 

4. MISCELLANEOUS 

   1. Non-enforcement by Synergym of any term or condition of these Terms shall not constitute a waiver. A waiver by Synergym of compliance with any term or condition under these Terms shall not constitute a waiver of such term or condition at any other time or a waiver in the future of any other term or condition of these Terms.

   2. Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed severed from these Terms.

   3. Notices. Any formal notice, consent or other communication in connection with these Terms shall be in writing and shall be considered to have been delivered and in effect upon the earlier of actual receipt or: (a) an email followed by a written or electronic confirmation; (b) two (2) days after posting when sent via an express commercial courier; (c) five (5) days after posting when sent via certified mail; or (d) one (1) day after posting through the “in-service” notifications. You consent that all communications that Synergym provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information, including email address updated at all times.

   4. Jurisdiction and Disputes. These Terms shall be governed by the laws of the State of Israel, without regard to its conflict of law principles. All disputes hereunder shall be resolved, exclusively, in the applicable courts of Tel-Aviv Jaffa, Israel. The Parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.

   5. No Agency. The relationship of the Parties established by these Terms is solely that of independent contractors, and nothing contained in these Terms shall be construed to: (i) give any Party the power to direct and control the day-to-day activities of the other; or (ii) constitute such Parties as partners, joint ventures, co-owns or otherwise as participants in a joint or common undertaking; or (iii) make either Party an agent of the other for any purpose whatsoever. Neither Party nor its agents and employees are the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other.

   6. Change in Law. If any law or regulation, including enactment of new state or federal legislation, amendments to existing laws and legislation, and or new or amended judicial orders, rules or decrees, creates adverse consequences to Synergym, according to its legal counsel, Synergym may perform any modification to these Terms or the Service to alleviate such adverse consequences.

   7. Force Majeure. Other than User's obligation to pay the fees to Synergym, if applicable, neither Party shall be liable to the other for any failure to meet its obligations if such failure is due to any cause beyond the non-performing Party's reasonable control ("Force Majeure"). Force Majeure specifically includes, but is not limited to, any government action that would limit the ability for performance; fires; earthquakes, floods or other severe weather conditions or any other acts of God; quarantines; riots; strife; insurrection; civil disobedience; epidemics, armed conflict; terrorism or war, declared or not; or any impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property. 

   8. Amendments and Updates. We may amend any part of these Terms by adding, deleting, or varying their terms from time-to-time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Terms with a new “Last Updated” date and alerting you of such amendment by email or through a notification on the Service. We will include a link to the previous version of the Terms beneath the new “Last Updated” date. The amendments will take effect 30 days after the date on which the amended version is posted.  Prior to that date, the previous version of this Terms will continue to apply. If you disagree with any amendments, you may terminate these Terms by ceasing to use the Synergym Platform and the Service at any time within the 30-day period before the amendments take effect. If the amendment increases your obligations under this Terms, or decreases our obligations under this Terms, then you can also terminate in the 30 days after the amendments take effect. In either case, there is no cost or penalty for terminating. If You do not cease using the Synergym Platform and the Service during that time, then by your continued use, you are considered to have accepted the proposed amendments.

   9. USER ACKNOWLEDGES THAT IT: HAS READ THESE TERMS IN THEIR ENTIRETY, UNDERSTOOD THEM, AND AGREES TO BE BOUND BY THEM. USER FURTHER AGREES THAT THESE TERMS REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND OBLIGATIONS BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THESE TERMS. BY ACCEPTING THESE TERMS, USER ALSO CERTIFIES THAT IT IS IN COMPLIANCE WITH ALL LAWS AND REGULATIONS AS APPLIED TO HIM/HER.

 

Last Updated:14 March 2024