Terms of Use
Last Modified: January 13, 2023
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Shyro Health (“Company,” “we,” “our” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of https://shyro.health, including any content, functionality, and services offered on or through https://shyro.health or any related websites, applications, or mobile applications (collectively, the “Site”), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Site. By using the Site, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Site.
This Site is offered and available to users who are 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Site only under the supervision of your parent or guardian who has agreed to the Terms of Use. If you are the parent or legal guardian of a child under the age of 18, you may use the Site on behalf of such minor child.
By using the Site on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child and that all references in these Terms of Use to “you” shall refer to such child or such other individual for whom you have authorization to enter into these Terms of Use on their behalf, and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual. If you do not qualify under these terms, do not use the Site.
Changes to these Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them.
Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
The Different Types of Content Provided on the Site
We communicate or may communicate through the Site by using text, graphics, images, videos, photographs, audio, interfaces, content, sounds, artwork, computer code, and other information or materials posted or provided on, by, or through the Site (collectively, the “Content”). Some of the Content is provided by us (the “Company Content”), and some of the Content is provided by others.
About the Site
Company offers a range of services and products to individuals (“Individuals”) and non- and for-profit companies (“Companies”) including tools and services for implementing distributed ledger technology. We are not a medical service provider, health insurance company, or licensed to sell health insurance.
What we do:
We offer a technology platform to Individuals and Companies to develop decentralized applications
What we don’t do:
We don’t offer healthcare services or provide medical advice.
We don’t control or interfere with a healthcare provider’s provision of medical care to Individuals.
Company reserves the right, in its sole discretion, to make any changes to the Site and to the Company Content, services and products it offers.
The Company Content, including general information accessible on the Site and communications from Company or its employees or agents related to your use and/or payment, and all other Content you receive from the Site is provided for informational, care coordination, and payment purposes only. None of the Company Content is or should be considered medical advice, even if it is of a health or medical nature.
NOTHING STATED OR POSTED ON OR AVAILABLE THROUGH THE SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTH CARE ADVICE, OR THE PROVISION OF MEDICAL CARE BY COMPANY. NO LICENSED MEDICAL PROFESSIONAL/INDIVIDUAL RELATIONSHIP IS CREATED BETWEEN INDIVIDUALS AND COMPANY BY USING THE CONTENT, SERVICES, OR PRODUCTS WHETHER PROVIDED BY OR THROUGH THE USE OF THE SITE OR THROUGH ANY OTHER COMMUNICATIONS FROM COMPANY, INCLUDING, BUT NOT LIMITED TO, EMAILS OR TEXT MESSAGES FROM COMPANY, LINKS TO OTHER SITES FROM OUR SITE, OR ANY ASSISTANCE WE MAY PROVIDE TO CONNECT INDIVIDUALS TO A HEALTHCARE PROVIDER.
The Site is not for emergency use. If you have or think you have a medical emergency, please contact 9-1-1 immediately or seek emergency medical help.
Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site may include Content provided by third parties, including materials provided by other users, labs, technology companies, third-party licensors, syndicators, aggregators, and/or reporting services. All data, statements and/or opinions expressed in Content, other than the Company Content, are solely the responsibility of the person or entity providing such Content. We are not responsible, or liable to you or any third party, for the content or accuracy of any Content provided by any third parties. These materials do not necessarily reflect the opinion of the Company.
Accessing the Site and Account Security
We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to certain users, including registered users.
You are responsible for:
· Making all arrangements necessary for you to have access to the Site.
· Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.
· Securing your information technology infrastructure, including computers, software, databases, electronic systems, and networks.
· Taking steps to protect the privacy and security of your account and data.
To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. Each user must have his or her own account. Users may not share accounts. Doing so is considered a breach of these Terms of Use. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
If you are authorized to view account data on behalf of another user, you agree to follow these same precautions in ensuring the security of the data and preventing unauthorized access or disclosure.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Site and the Company Content (including but not limited to all information, software, text, displays, images, video, and audio, and the functionality, design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All right and title to the Site and Company Content remain with the Company.
Subject to and conditioned on your payment of applicable fees, Company hereby grants you a non-exclusive, non-transferable right and license to use the Site and access the Content in accordance with the Terms of Use.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any Content is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Trademarks
The Company name, the term “Shyro Health,” the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.
Prohibited Uses
You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:
· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
· In any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any third party, in Company’s sole discretion;
· To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the User Content Standards set out in these Terms of Use.
· To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
· To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site, or expose them to liability.
Additionally, you agree not to:
· Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
· Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
· Use any process to monitor or copy any of the material or layout the Site for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
· Use any device, software, or routine that interferes with the proper working of the Site.
· Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
· Access or use the Site or the Content for purposes of competitive analysis of the Site, the development, provision or use of a competing service or product or any other purpose that is to the Company’s detriment or commercial disadvantage.
· Access or use the Site in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of data), or that violates any applicable law.
· Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Site, in whole or in part.
· Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the proper working of the Site.
· Create or falsify data, in any way, that is captured by this Site, including but not limited to the creation or falsification of any data that is brought into this Site by third party APIs. For the avoidance of doubt, and as an example, you may not create or falsify data in your wearable or health application for the purpose of gaining more points or earning more rewards.
User Content
The Site may contain interactive features that allow users to post, submit, publish, display, or transmit to other persons (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Site.
All User Content must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, all User Content must comply with the following “User Content Standards” and must not:
· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
· Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
· Be likely to deceive any person.
· Promote any illegal activity, or advocate, promote, or assist any unlawful act.
· Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
· Impersonate any person through email signup or otherwise, or misrepresent your identity or affiliation with any person or organization.
· Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Any User Content you publicly post to the site will be considered non-confidential and non-proprietary. By providing any public User Content on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
· You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
· All of your User Content do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site.
Monitoring and Enforcement
We have the right to:
· Remove or refuse to post any User Content for any or no reason in our sole discretion.
· Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, including the User Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.
· Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
· Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all Content before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Termination
We may, in our sole discretion terminate or suspend your account access to all or part of the Site for any or no reason, including without limitation, any violation or suspected violation of these Terms of Use or nonpayment. You may terminate your account at any time by sending a cancellation request to hello@shyro.health or by following the cancellation procedures outlined on the Site. Upon termination of your account access, we may delete and deactivate all data and Content in your account.
Copyright Infringement
Pursuant to the U.S. Digital Millennium Copyright Act, notifications of claimed copyright infringement should be sent to hello@shyro.health. Please provide us with the following: a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located; a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your address, telephone number and email address; a statement that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. It is the policy of the Company to terminate the user accounts of repeat infringers.
Linking to the Site and Social Media Features
You may link to our Site, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Site may provide certain social media features that enable you to:
· Link from your own or certain third-party websites to certain Content on this Site.
· Send emails or other communications with certain Content, or links to certain Content, on this Site.
· Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the Content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
· Establish a link from any website that is not owned by you.
· Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
· Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain Content accessible, must comply in all respects with the User Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links to Third Party Websites
If the Site contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements, and special offers or promotions made available to Site. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Site is incorporated in the State of Delaware in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
The Site and all Content is available “as is” and “as available” and without any warranties of any kind. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.
Without limiting the generality of the foregoing:
ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON ANY CONTENT ON THE SITE OR THE USE OF ANY PRODUCTS OR SERVICES OFFERED THROUGH THE SITE.
WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY PRODUCT OR SERVICE OFFERED THROUGH THE SITE and make no representations or guarantees related to THE reliability or accuracy OR SUCH PRODUCT OR SERVICE.
WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT to completeness, accuracy, reliability, or availability of the Site, or any Content.
WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY HEALTHCARE PROVIDER ACCESSIBLE THROUGH THE SITE, ANY specific tests, procedures, opinions, or other information that may appear through the SITE; OR that any particular drug or treatment is safe, appropriate, or effective for you.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES, OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO COMPANY FOR USE OF THE SITE IN THE 6 MONTHS PRECEDING THE CLAIM.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Content, any use of the Site’s Content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.
Governing Law and Jurisdiction
All matters relating to the Site and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Massachusetts law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Information About You and Your Visits to the Site
All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Online Purchases and Other Terms and Conditions
Additional terms and conditions may also apply to specific portions, services, or features of the Site and are set forth in the Additional Terms, if applicable. The Additional Terms are hereby incorporated by this reference into these Terms of Use.
Entire Agreement
The Terms of Use, the Privacy Policy, and the Cookie Policy constitute the sole and entire agreement between you and the Company regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site unless otherwise set forth in a written agreement between you and the Company..
Changes to the Terms of Use
We may revise and update these Terms of Use, including the Privacy Policy and the Additional Terms, from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Site.
Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Site so you are aware of any changes, as they are binding on you.
Contact Information
All notices of copyright infringement claims should be sent to the copyright agent at in the manner and by the means set out above. All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: hello@Shyro.health.
Shyro NFT Terms of Use
Last Updated: January 13, 2023
These Terms of Use (“Shyro NFT Terms”), including any terms and conditions incorporated by reference defined below constitute a binding agreement between you and Shyro Health(referred to as “Shyro Health”, “Shyro”, “Company”, “we”, “us” or “our” or any brand names including but not limited to Shyro or Nectar) when you access any website offered by us, including but not limited to www.shyro.health; any mobile application; any other platform we may provide including by not limited to the Shyro Platform defined below; and any features, functions, services, products, rewards, deals or offers including those with our partners, materials, products, or merchandise including but not limited to any art in the format of a Non-Fungible Token (“NFT”), or information on or available through any and all platforms we may use to promote or sell our NFTs (“NFT Platform”), (collectively, “Company Services”), in existence now or in the future. You are referred to herein as “you” or “your” and when we use “you” or “your” we are referring to you and any person, party or entity who uses the Company Services. Together, you and Company are referred to herein as “Parties.” All other Terms of Use, Privacy Policies, and Copyright Policies from Company together form part of these Shyro NFT Terms (collectively, “Company Terms”).
In the future, we may change these Shyro NFT Terms. If we decide to change these Shyro NFT Terms, the effective date will be posted so that you will always know what terms of use apply when you use the Company Services.
BY USING COMPANY SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE COMPANY TERMS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE YOUR ACCESS TO AND USE OF COMPANY SERVICES.
You agree not to gain unauthorized access to Company Services, or any account, computer system or network connected to Company Services, for example, through hacking, password mining or any other illicit means.
Any breach of Company Terms immediately terminates your right to access and use Company Services and all rights and licenses granted to you by the Company Terms.
1. Shyro NFTs
a) On or around February 22, 2022, the Company will release its Shyro NFT art for purchase. This first art collection (“First Shyro NFT Collection”) will include the first batch of Shyro NFTs (“Shyro NFTs”) of approximately two-thousand two-hundred and twenty-two (2,222) unique Shyro NFTs. The First Shyro NFT Collection is identifiable via an identification number (“Collection Identifier”) attached to the metadata of each individual Shyro NFT. The Company may, in its sole discretion and at any time for any reason, adjust the number of Shyro NFTs in the First Shyro NFT Collection.
b) Shyro NFT Creation, Identification, and Minting
i) Creation: A Shyro NFT is a piece of Company-created art that the Company is selling as a part of its branding strategy. An NFT is an electronic format of art that may be unique in its characteristics and identification, just like an artist may create one unique piece of art for an art collection. A Shyro NFT is an electronic form of Shyro-branded unique digital artwork that was designed, hand-illustrated, and created by the Company (each, a “Shyro,” and each such NFT, a “Shyro NFT”). A Shyro NFT collection is created using an algorithm that combines a variety of PNG layers of the art. This process generates a set of unique Shyro NFTs.
ii) Identification:
Each Shyro NFT will include metadata with information about that specific Shyro NFT, including, but not limited to, collection identifier, title, description, image URL, and any attributes we might include.
A Shyro NFT identifies the Shyro character with which it is associated through a pointer or hash in the Shyro NFT metadata. We will not Mint multiple NFTs of the specific Shyro digital artwork you purchased, but we may Mint NFTs of different variations of your Shyro digital artwork (e.g., different poses or accessories).
iii) Minting: Shyro NFTs are given an immutable tag of their unique identity using a smart contract on a blockchain, such as Polygon (“Minting”, “Minted”, “Mint”). A blockchain is a distributed digital ledger of transactions maintained by a distributed peer-to-peer computer network that cryptographically validates transactions and records such transactions on the ledger. The unique characteristics of blockchains create records that cannot be tampered with. A smart contract is a software program on a blockchain that runs based on a set of predetermined factors.
c) Your Shyro NFT shall be redeemable for the designation as an Elite Member (“Elite Member”) for the Shyro Platform (“Shyro Platform”). As an Elite Member, you shall receive a discounted membership (“Waived Membership”) through the end of 2023 and you shall be entitled to a higher percent of profit sharing than other members when the Shyro Platform is created into a DAO/cooperative structure, a structure that will be determined by and at the Company’s sole discretion with the goal of enabling profit sharing (known as Patronage Dividends in cooperative structures) with all Shyro Platform members. The full terms of the Discounted Membership, Elite Member designation, and Shyro Platform members shall be determined during the DAO/cooperative entity creation and at the sole discretion of the Company.
i) Your rights and interest in your Elite Member designation for the Shyro Platform immediately terminate upon any subsequent sale, transfer, dispossession, burning, loss, or any other relinquishment of your Shyro NFT prior to redemption. The Company will rely on the blockchain transaction log to assess your ownership relation to your Shyro NFT, specifically to confirm that you were the original purchaser of and still possess that Shyro NFT, during the redemption process using the original wallet used during Shyro NFT purchase.
d) Your Shyro NFT may be redeemable in the future for an exclusive promotion that is separate from and unrelated to membership. The existence of, details, and terms of any promotion will be determined by the Company in its sole discretion.
2. Purchasing a Shyro NFT
a) At selected times determined by us, we will make Shyro NFTs available for purchase through an NFT Platform of our choice. We may choose to use more than one NFT Platform to make Shyro NFTs available for purchase, so for clarity, “NFT Platform” includes any and all platforms we may use, even if depicted in singular form in these Shyro NFT Terms. The initial price for each Shyro NFT will be designated in the Ether cryptocurrency ("ETH") and determined by us in our sole discretion. We cannot guarantee that Shyro NFTs, any specific Shyro NFT, or Shyro NFTs at the initial price will be available for purchase at the time you seek to purchase one. We reserve the right to modify the types, prices, and number of Shyro NFTs available at our sole discretion.
b) Each Shyro NFT is unique. We never hold custody nor take ownership or possession of a Shyro NFT after it is purchased by you. The Company will be selling its Shyro NFTs only on the NFT Platform that it communicates publicly on our website, social media, or emails. You acknowledge and agree that if you decide to purchase a Shyro NFT outside of the NFT Platform we select, such purchases will be entirely at your sole risk and will not be redeemable for an Elite Membership.
c) You are responsible for ensuring your digital wallet address has a sufficient amount of the Ether cryptocurrency to cover your purchase as well as any gas fees as described in Section 4 or any other fees.
3. Use of a Digital Wallet
a) You will need a digital wallet to purchase your Shyro NFT from the NFT Platform. You will need to link that same wallet to the Shyro Platform in order to redeem your Elite Member designation. A list of digital wallets we recommend is available on our website. We do not own or control any of the digital wallets that we recommend, and our recommendation of a specific digital wallet should not be interpreted as our endorsement or guarantee of the functionality of that digital wallet. Your use of the digital wallet you choose to use is at your own risk and subject to the terms and conditions of that digital wallet.
b) You are responsible for all use of your digital wallet and for any actions that take place using your digital wallet, whether by you or by another person. You are solely responsible for keeping your digital wallet private key confidential and secure.
c) You acknowledge and agree that certain information, including your digital wallet address and the transactions you conduct through that digital wallet address, may be publicly available and viewable on the blockchain.
4. Payment, Gas Fees and Taxes
a) Any payments made to us via the NFT Platform will be effectuated through the blockchain. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions on the blockchain. You acknowledge that Company has no liability to you or to any third party for any claims or damages that may arise as a result of your payment not reaching us, including, but not limited to, instances where your payment was not properly processed on the blockchain for any reason, including if there was not enough gas or other fees. It is solely your responsibility to confirm that your payment for a Shyro NFT has been accepted. We do not provide refunds for any purchases that you might make on or through the NFT Platform.
b) Every transaction on the blockchain requires the payment of a transaction fee known as a “Gas Fee”. This means that you may be required to pay a Gas Fee for each purchase of a Shyro NFT via the NFT Platform. If you seek to transfer your Shyro NFT via a Secondary Marketplace you may also incur Gas Fees or other transaction costs. Gas Fees are paid to the network of computers that operate the blockchain and are not paid to the Company. Note that Gas Fees often fluctuate based on a number of factors.
c) You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other governmental authority associated with your use of Company Services (collectively, the “Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign or other), including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments (including Gas Fees) made to us pursuant to these Shyro NFT Terms and Company Terms.
d) If you sell your Shyro NFT via a Secondary Marketplace, such transaction is subject to a transaction fee determined by us (“Transaction Fee”) which may be automatically deducted. All Transaction Fees are applied to the final sale price of the Shyro NFT and are collected and distributed to us at the time of sale through smart contracts on the blockchain.
5. Ownership and Intellectual Property
a) This website, Company Services including Shyro NFTs, and the Company Content (“Company Content”) (including but not limited to all information, software, text, displays, images, art, video, and audio, and the functionality, design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All right and title to the Company Services and Company Content remain with the Company. You are hereby granted a limited license (without the right to sublicense) to access and use the Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Nothing in these Terms shall be interpreted as granting any license of intellectual property rights to you other than as explicitly set forth in these Terms.
b) Your purchase of a Shyro NFT means you have full ownership rights in the Shyro NFT, including the right to store, sell, and transfer your NFT. However, you acknowledge and agree that your purchase of the Shyro NFT does not provide any rights, express or implied, in (including, without limitation, any copyrights or other intellectual property rights in or to) the Shyro NFT associated with the NFT other than a limited license to use, copy, view, and display such Shyro NFT for your own personal, non-commercial use and in connection with a proposed sale or transfer of the Shyro NFT. For the avoidance of doubt, you do not have the right to distribute, or otherwise commercialize your Shyro NFT without our explicit prior written authorization.
c) Any use of the Content other than as expressly authorized herein, without the prior explicit written permission of Shyro, is strictly prohibited and shall immediately terminate your right to access and use the Services and all rights and licenses granted to you by these Terms. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes.
d) The Company name, the term Shyro and Shyro Health, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.
e) You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify any Shyro NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use any Shyro NFT to advertise, market, or sell any third-party product or service; (c) use any Shyro NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use any Shyro NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Shyro NFT Terms and Company Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of any Shyro NFT; (f) attempt to trademark, copyright, or otherwise acquire intellectual property rights in or to any Shyro NFT; or (g) otherwise utilize any Shyro NFT for your or any third party’s commercial benefit.
6. Prohibited Uses
a) You may use Company Services only for lawful purposes and in accordance with these Shyro NFT Terms. You agree not to use Company Services, including Shyro NFTs:
i) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
ii) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
iii) In any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any third party, in Company’s sole discretion;
iv) To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the User Content Standards set out Company Terms accessible at https://shyro.health
v) To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
vi) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
vii) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site, or expose them to liability.
b) Additionally, you agree not to:
i) Use the Company Services in any manner that could disable, overburden, damage, or impair Company Services or interfere with any other party’s use of Company Services, including their ability to engage in real time activities through the Company Services.
ii) Use any robot, spider, or other automatic device, process, or means to access Company Services for any purpose, including monitoring or copying any of the material of Company Services.
iii) Use any process to monitor or copy any of the material or layout of Company Services for any other purpose not expressly authorized in Company Terms, without our prior written consent.
iv) Use any device, software, or routine that interferes with the proper working of Company Services.
v) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
vi) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Company Services, the server on which Company Services are stored, or any server, computer, or database connected to Company Services.
vii) Access or use the Company Services or the Content for purposes of competitive analysis of the Company Services, the development, provision or use of a competing service or product or any other purpose that is to the Company’s detriment or commercial disadvantage.
viii) Access or use the Company Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of data), or that violates any applicable law.
ix) Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of any Company Services, in whole or in part.
x) Attack the Company Services via a denial-of-service attack or a distributed denial-of-service attack.
xi) Otherwise attempt to interfere with the proper working of the Company Services.
7. Secondary Marketplaces and Third-Party Sites
a) Given ownership rights, the Company cannot restrict your ability to sell, trade, or distribute your Shyro NFT on any smart contract enabled secondary marketplaces, platforms and exchanges operated by third parties where users can sell, purchase, transfer, list for auction and bid on NFTs (“Secondary Marketplaces”). We make no guarantee about the availability or functionality of any Secondary Marketplace Note, we make no guarantee that Shyro NFTs are compatible with any or all Secondary Marketplaces.
b) These Shyro NFT Terms and Company Terms only relate to your use of Company Services, and do not relate to any other website or Internet-based services, including Secondary Marketplaces, or other websites or browser extensions to which the Company Services may link, including the NFT Platform, where you initially purchase your NFT, that are not owned and operated by Company (“Third-Party Sites”). References or links to any Third-Party Site are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of any Third-Party Site. When you click such link, we may not warn you that you have left our Services and are subject to the terms and conditions and privacy policies of a Third-Party Site. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, advertising, products, services, information or other materials on Third-Party Sites.
c) You acknowledge and agree that we are not a party to any agreement or transaction where you trade on any Secondary Marketplace a Shyro NFT which was initially purchased from the Fist Shyro NFT Collection on the NFT Platform of our choice, whether or not a commission or fee is received by us as a consequence of the transaction. We are not liable for any loss incurred by you in connection with any transaction that takes place on Secondary Marketplaces or on any other third-party sites or services.
d) We may provide experiences on social media platforms that enable online sharing and collaboration among users who have registered to use them. Any content you post is subject to the terms of use and privacy policies of those platforms and related services. We have no control over such social media platforms or related services.
8. Acknowledgments and Assumptions of Risk
a) You acknowledge and agree that there are risks associated with purchasing, holding, and using your Shyro NFT. By purchasing, holding and using a Shyro NFT, you expressly acknowledge and assume all risks including, but not limited to: forgotten passwords; inability to access or use your digital wallet for any reason; mistyped addresses or improperly constructed instructions when transmitting or receiving Shyro NFTs, or any cryptocurrency; errors in the smart contract that Mints Shyro NFTs; errors in the Shyro NFTs; errors in our Company Services; inability to access or transfer a Shyro NFT; inability to use, access, copy, or display the Shyro NFT or Company Services; blockchain malfunctions or other technical errors; server failure or data loss; telecommunications failures; unfavorable regulatory determinations or actions (including with respect to NFTs, or cryptocurrencies); taxation of NFTs, or cryptocurrencies; uninsured losses; unanticipated risks; volatility risks in the value of, or no change in the value of, Shyro NFTs, and cryptocurrencies; cybersecurity attacks; weaknesses in Company’s security; personal information disclosure; unauthorized access to applications; unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code; and the use of phishing, sybil attacks, 51% attacks, brute forcing, changes to the protocol rules of blockchains (i.e., “forks”), or other means of attack that affect, in any way, the Shyro NFTs or Company Services (the foregoing, collectively, "Service Risks"). If you have any questions regarding these risks, please contact us at the email address provided at the end of these Shyro NFT Terms.
b) You acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand these Shyro NFT Terms and to appreciate the risks and implications of purchasing a Shyro NFT.
c) You acknowledge that we do not provide any application or other service to receive, access, view, or display your Shyro NFT and do not guarantee you will be able to do so. It is your responsibility to procure a digital wallet or other means to allow for you to access or view your Shyro NFT and the Digital Content, and to store the requisite private key(s) or other credentials necessary to access your digital wallet or other technologies. You acknowledge that the risk of acquiring a Shyro NFT from us; holding and using the Shyro NFT; and transferring your Shyro NFT to others rests entirely with you. If your private key(s) or other access credentials are lost, you may lose access to your Shyro NFT and your ability to redeem the Elite Membership. We are not responsible for any such losses, including, but not limited to, losses arising from Third-Party Service providers.
d) You acknowledge and represent that there may be substantial uncertainty as to the characterization of NFTs, or other digital assets under applicable law. You acknowledge that your purchase of a Shyro NFT complies with applicable laws and regulation in your jurisdiction.
e) We are not responsible if your Shyro NFT becomes inaccessible to you for any reason, or for any modifications or changes to your Shyro NFT including any deletion, removal, or inaccessibility on our Shyro Platform or otherwise. You acknowledge that the Shyro graphical image can be copied and distributed and that we cannot guarantee that additional copies of the Shyro associated with your Shyro NFT will not be created by others. You also acknowledge and agree that we or any third party on our behalf could make additional copies of, and distribute, the Shyro associated with your Shyro NFT, and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in such Shyro.
f) You also acknowledge and agree that:
i) The prices of blockchain assets are extremely volatile, subjective and have noninherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the Shyro NFTs, which may also be subject to significant price volatility. In addition, a lack of use or public interest in NFTs could negatively impact the potential utility or value of your Shyro NFT. Each Shyro NFT has no inherent or intrinsic value. We cannot guarantee that any purchasers of Shyro NFTs will retain their original value, as their value is inherently subjective and factors occurring outside of the Shyro Platform may materially impact the value and desirability of any particular Shyro NFT.
ii) Our Services do not store, send, or receive Shyro NFTs. Your Shyro NFTs exist only by virtue of the ownership record maintained on the blockchain. Any transfer of Shyro NFTs occurs on a blockchain and not from Company Services or the Shyro Platform.
iii) There are risks associated with using an Internet-based currency such as ETH, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet.
iv) The regulatory regime governing blockchain technologies and cryptocurrencies is uncertain, and new regulations or policies may materially adversely affect the development of the Company Services and Shyro Platform, and therefore the potential utility or value of your Shyro NFTs.
v) Upgrades to the blockchain, a hard fork in the blockchain, or a change in how transactions are confirmed on the blockchain may have unintended, adverse, including for the Shyro Platform.
9. Digital Millennium Copyright Act Take-Down Procedures
a) We respect the intellectual property of others, and we ask you to do the same. Accordingly, Company has adopted the following policy. If you or any user of Company Services believes its copyrights have been infringed, the copyright owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
i) A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
ii) Identification of the copyrights claimed to have been infringed;
iii) Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
iv) Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrights that is to be removed and information reasonably sufficient to permit us to locate such materials;
v) A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
vi) A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed. Pursuant to the Digital Millennium Copyright Act of 1976 (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.
Shyro Health
PO Box 446
Belmont, MA 02478
Once notice is received, we will act expeditiously to review and if necessary to remove content on the Platform that infringes the copyrights of others and may disable the access to the Platform and its Services of anyone who uses them to repeatedly infringe the copyrights of others. We are not liable for any such removal and the claims of the Complaining Party may be referred to the United States Copyright Office for adjudication as provided in the DMCA.
10. General Disclaimers
a) COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SHYRO NFTS, THE SHYRO DIGITAL ARTWORK, OR COMPANY SERVICES, INCLUDING ANY WARRANTIES WITH RESPECT TO TITLE, NON-INFRINGEMENT, TECHNICAL OPERATION OR PERFORMANCE, DESCRIPTION, QUALITY (INCLUDING A SHYRO NFT DIGITAL DISPLAY), CONDITION, ATTRIBUTION, AUTHENTICITY, SCARCITY, IMPORTANCE, MEDIUM, PROVENANCE, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS SPECIFICALLY DISCLAIMED. EACH SHYRO NFT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS IS REQUIRED BY LOCAL LAW, ANY WARRANTY OF ANY KIND IS EXCLUDED BY THIS SECTION 10b).
b) COMPANY IS A SERVICE PROVIDER. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR.
c) We are not responsible to you for any reason (whether for breaching these Shyro NFT Terms, any matter relating to your purchase of any Shyro NFT, or Company Terms) other than in the event of fraud or fraudulent misrepresentation by us or other than as expressly set out in these Shyro NFT Terms. We have no responsibility to any person other than a purchaser in connection with the purchase of any Shyro NFT on this Platform.
d) Neither we nor you will be responsible for any failure to meet any obligation which we or you have under these Shyro NFT Terms which is caused by circumstances beyond our or your reasonable control. This includes, but is not limited to fire, flood, natural disasters, armed conflict, terrorist attack, labor matters, pandemic, technology or telecommunications failures, cyberattacks, or any unauthorized third-party activities.
e) We will not be responsible or liable to you or any other party for errors or failures to execute any purchase of your Shyro NFT, including, without limitation, errors or failures caused by: (i) your failure to follow our instructions; (ii) a failure of any software or device used by you to purchase your Shyro NFT; or (iii) for any other failure to execute your Shyro NFT purchase or for errors or omissions in connection with this activity unless caused by our gross negligence.
f) Company makes no representation that Company Services are legal or appropriate for use outside of the United States or that Company Services may be exported from the United States or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States from which you may access the Platform.
11. Limitation of Liability
a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT WILL COMPANY BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION); AND (II) ANY DAMAGES ARISING FROM ANY COMPANY SERVICES RISKS AS SET FORTH IN SECTION 8, ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF SHYRO NFTS, OR CRYPTOCURRENCIES OR OTHERWISE RELATED TO THESE SHYRO NFT TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF SHYRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
b) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE OWNERSHIP OF THE SHYRO NFTS, EXCEED THE AMOUNT OF THE INITIAL SALE ON OF THE SHYRO NFT THAT IS THE SUBJECT OF THE CLAIM.
c) THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF SHYRO.
12. Release
a) To the maximum extent permitted by applicable law, you hereby release and waive all claims against Company and its affiliates, licensors, suppliers and sponsors, and each of their respective directors, officers, agents, contractors, partners, advisors, employees, licensors, content creators, and suppliers from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with your use of the Company Services or purchase of a Shyro NFT.
b) To the extent that you do have any claims against Company, you agree that: (1) any and all disputes, claims and causes of action against Company arising out of or connected with your use of the Company Services shall be resolved individually, without resort to any form of class action; and (2) any and all claims, judgments and awards shall be limited to actual damages and out-of-pocket costs incurred, but shall in no event include attorneys’ fees.
13. Indemnification
a) You agree to indemnify and hold Company, its affiliates, licensors, suppliers and sponsors, and each of their directors, officers, employees and agents harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of your breach of these terms; your violation of laws, rules or regulations; your violation of any intellectual property right or other rights of another party; or your misuse of Company Services. The foregoing defense and indemnification obligation will survive these Shyro NFT Terms and your use of Company Services or purchase of a Shyro NFT. You acknowledge and agree that Company may, at its option, control the defense or settlement of any such claims.
14. Termination
a) We reserve the right, in our sole and exclusive discretion, to refuse, suspend, restrict or terminate your access to the Company Services, or any portion thereof, without notice and for any reason or no reason. You acknowledge that we have the right, but not the obligation, to suspend or terminate your access to all or part of the Company Services: at the request of law enforcement or other government agencies; if the Company Services are discontinued or materially modified; upon the occurrence of any technical or security issues or problems; if you engage in any conduct that we believe, in our sole and exclusive discretion, violates any provision of these Shyro NFT Terms or Company Terms, or other incorporated agreements or guidelines or violates the rights of Company or third parties; or upon any breach by you of these Shyro NFT Terms and Company Terms.
15. Disputes; Governing Law; Choice Of Forum
a) YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
b) Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be Boston, Massachusetts. The language to be used in the arbitral proceedings shall be English. The governing law of the Shyro NFT Terms shall be the substantive laws of the State of Delaware, applicable to contracts made, executed and wholly performed in that State. A printed version of these Shyro NFT Terms and of any notice given in electronic form shall be admissible in arbitral proceedings based upon or relating to these Shyro NFT Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. You and Company shall be responsible for their respective attorneys' fees and expenses.
c) Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Company Services or these Shyro NFT Terms must be filed within one (1) year after such claim or cause of action arose or will be forever barred.
16. Miscellaneous
a) If any provision of these Shyro NFT Terms is found to be invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Shyro NFT Terms and shall not affect the validity and enforceability of any remaining provisions.
b) These Shyro NFT Terms, Company Terms represent the entire agreement between you and Company relating to your right to access and use Company Services, and supersede any and all prior or written or oral agreements between you and Company with respect to such subject matter.
c) No waiver by Company of any breach or default by you under these Shyro NFT Terms shall be deemed to be a waiver of any preceding or subsequent breach or default. Any waiver by Company must be in writing signed by Company.
d) These Shyro NFT Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Company. These Shyro NFT Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. No provision of these Shyro NFT Terms provides any person or entity not a party to these Shyro NFT Terms with any remedy, claim, liability, reimbursement or cause of action, or creates any other third-party beneficiary rights.
If you have any questions regarding these Shyro NFT Terms, Company Terms, or Company Services, please contact us by email at hello@shyro.health.