Terms of Service
(Effective December, 2019)
Taylor Strategy Partners, LLC, a Syneos Health group company (TSP, we, us), makes this site and its content (collectively, the Site) and associated recruiting and placement services (Services) available to you, subject to the following terms, including all linked terms which are expressly incorporated by reference (collectively, Agreement). Please read this Agreement and all incorporated terms carefully. You indicate your agreement to the terms of this Agreement when you use the Site or Services. As a condition of your receipt of access to the Site and Services, on which TSP expressly relies, you warrant that you are entering into this Agreement on your own behalf, have attained the age of majority in your jurisdiction, and are otherwise legally competent to enter into this Agreement. If you do not agree with the terms of this Agreement, you should leave the Site and associated Services and/or discontinue use of the Site and associated Services immediately.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS AND COLLECTIVE ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH TSP AND/OR OTHER SYNEOS HEALTH GROUP COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
1. Scope. This Agreement is the complete and only agreement between us with respect to your use of the Site and/or the Services. This Agreement replaces all prior or contemporaneous agreements between us with respect to the Site and/or the Services.
2. Modification of Agreement. We may amend or update this Agreement at any time in our sole and absolute discretion without notice to you by posting changes to the Agreement to our Site. It is therefore important that you review this Agreement each time before you access the Site to ensure that you are updated as to any changes. If you do not want to be bound by a modification to this Agreement, you will need to terminate your account, if any, and refrain from using the Site and/or associated Services after that date. Your continued use of the Site or Services after any amendment to the Agreement demonstrates your acceptance of its terms as amended.
If we amend this Agreement’s arbitration provisions, the dispute resolution provisions, or the class and collective action waiver provisions, those changes will not apply to any disputes about which we were notified prior to the amendment.
You may not change or amend this Agreement. Amendments to these terms will be valid unless they are in a paper writing signed by each of us.
3. Right to Terminate or Modify Site or Services. TSP may terminate or modify (a) the content, features and availability of the Site and Services, and (b) your access to the Site and your receipt of Services at any time, for any reason, and in TSP’s sole and absolute discretion and without any liability to you.
4. License Grant. TSP grants to you a limited, non-exclusive, non-transferrable, and revocable license to access the Site and to use the Services. This license is personal to you, and you may not access or use the Site or the Services for your commercial use or on behalf of another person or entity. Any rights not expressly granted to you herein are reserved to TSP. This license grant excludes, and you are prohibited from: copying, displaying, sublicensing, selling, renting, decompiling, reverse engineering, or creating derivative works of any part of the Site or the Services. Systematic retrieval of data or other content from the Site of Services to prepare any collection, compilation, database, or directory is strictly prohibited. TSP may terminate this license at any time and for any reason in its sole and absolute discretion without liability to you. You expressly acknowledge that you obtain no ownership rights into the Site and Services, and that they are the intellectual property of TSP, other Syneos Health group companies, or other third parties. EXCEPT AS EXPRESSLY PROVIDED HEREIN BY, NEITHER TSP NOR ANY THIRD PARTY HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPRIETARY RIGHTS TO USE THE SITE OR SERVICES. NO OWNERSHIP RIGHTS ARE OR WILL BE ASSIGNED TO YOU. The Site and its entire contents, features, and functionality including but not limited to all information, software, text, artwork, designs, graphics, page headers, logos, button icons, images, audio clips, video clips, digital downloads, product descriptions, data compilations, scripts, trade names, service names, trade dress, and the design, selection, and arrangement thereof is the property of TSP, its licensors, or other third party providers, and is protected by U.S. and international trademark, copyright, and other intellectual property laws.
5. Your Responsibilities. When you use the Site and/or Services, you must comply with applicable law at all times. You may not impersonate others, intercept or seek to obtain information intended for others, or use the service to harass, intimidate, or harm others. You are responsible for keeping information about you current, accurate, and complete. You may not attempt to compromise the security of the Site, probe its security, 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 or Services, 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 manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose 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 which is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server(s) on which the Site is/are stored, or any server, computer or database connected to the Site; attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Site. You are solely responsible for your Internet connection, the computing device you use to access the Site and Services, your e-mail account, any applicable software you use in connection with the Site or Services, and your telephone connection. You are responsible for all messaging, data and wireless access fees that may apply to your use of the Site and the Services. You are solely responsible for the security of the information stored by you on your network, by your cloud providers, or on your devices and any information that you transmit over the Internet. You acknowledge that communications over the Internet are subject to interception by third parties.
6. Registration and Password. In consideration of your use of the Site and/or associated Services, you agree to provide true, accurate, and complete information as prompted by the Site account registration process. In addition, you agree to update that information in order to maintain its truth, accuracy, and completeness. ALL CONTENT OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE SITE WILL BE DEEMED BINDING ON YOU. You agree that you are solely liable for all actions taken via your password, whether or not made with your knowledge or authority. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Site for which you will be legally responsible. If you suspect that someone may have obtained access to your password who is not intended to have authority to act on your behalf, please contact us immediately to authorize us to deny access to the Site to anyone else presenting your password. TSP reserves the right to disable any user name, password or other identifier, whether chose by you or provided by us, at any time if, in our sole opinion, you have violated this Agreement.
7. Consequences of Security Violations. If TSP reasonably believes that you have violated the terms of this Agreement, including without limitation, Section 5, TSP may terminate this Agreement and cease providing access to the Site and Services without obligation or liability to you. Further, you understand that any attempt to damage, tamper with, deface or otherwise interfere with the Site or Services constitutes a violation of criminal and civil law, and TSP reserves its rights to pursue all legal and equitable remedies available to it.
8. Opportunities. TSP provides information about opportunities for employment with, or other engagement by (collectively, Opportunity), its client companies (Clients) or other Syneos Health group companies. You direct us to provide your resume to the Client or Syneos Health Group company who has engaged us to post the Opportunity on our Site (or otherwise) to which you have expressed interest. Further, you agree that we may contact you from time to time about other Opportunities for which you may be qualified and to provide your information to our Clients or Syneos Health group companies as part of the Services. You understand that your application for any Opportunity does not constitute an offer of employment by TSP or any third party, nor does it constitute an employment contract. You understand that neither TSP nor any other Syneos Health Group company has any control over the completeness or accuracy of any Client-provided Opportunity. As between TSP and you, you are solely responsible for all communications, including negotiations, with Clients relating to Opportunities.
9. Third-Party Information. Through the Site or Services, we may provide hyperlinks to third party websites that are not under our control. We are not responsible for any content in any advertisement or hyperlink on the Site or for any content in any hyperlinked website. If you access a third party website from the Site, then you do so at your own risk. A hyperlink to a third party website does not imply that we endorse the content on or the business of the hyperlinked website. You are solely responsible for determining the integrity and reliability of the information in the advertisement or hyperlink on the Connect Portal as well as the information on the hyperlinked website.
10. Intellectual Property Infringement. We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing third party content that violates intellectual property rights of others, suspending access to the Site (or any portion thereof) to any user who uses the Site in violation of someone’s intellectual property rights, and/or terminating, in appropriate circumstances, the account of any user who uses the Site in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Site, please provide written notice to our agent for notice of claims of infringement:
Attn: Danielle DeForge, DMCA Agent
To be sure that the matter is handled immediately, your written notice must:
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a manner precise enough to allow us to locate that material;
- Contain adequate information by which we can contact you (including you physical address, telephone number, and email address);
- Contain a statement that you have a good faith belief that the use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent, or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice relates to copyright or other intellectual property infringement, our agent will be unable to address the listed concern.
We will notify you that we have removed or disabled access to copyright-protected material that you provided if the removal is in response to a validly received take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address, and telephone number and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of that person.
11. Your Information.
11.1 Information Collection and Privacy. During your use of the Site and Services, you may provide information about yourself or we may obtain information about you, such as your name and contact information, your professional and educational background, your interests, aptitudes, awards, achievements, job location and salary preference, device information, IP address, browsing history on our Site, and the like. When you apply for an Opportunity with TSP or another Syneos Health group company, our applicant privacy notice applies. When you apply for an Opportunity with a Client, our use of your information is subject to the agency privacy notice, and if you are a California resident, our CCPA Privacy Notice for California Residents also applies. When you engage with Clients, their use of your data is governed by their privacy terms.
11.2 Background Investigations; authorizations and releases. You hereby authorize TSP, Clients, and their respective contractors and agents to investigate and/or inquire about your employment history, education, and other related matters as may be necessary to arrive at an employment or engagement decision with respect to an Opportunity (“Investigations”). TSP or its Clients, as the case may be, may use a third-party vendor to perform such Investigations. If a third-party vendor is used, you will be provided additional disclosures and authorization forms as required by applicable law prior to a third party performing the Investigation.
You release all employers, schools, and other persons from any and all liability related to any responses they provide in connection with Investigations, and you specifically authorize the release of information by any schools, businesses, individuals, services or other entities identified by you to TSP, Clients or their respective contractors and agents.
You authorize TSP and its contractors and agents to release any and all reference information we may obtain about you to Clients who request it in connection with their Investigations, and you acknowledge that Clients may reach out to you directly.
You certify as to the accuracy of the information contained in your resume and other information you disclose to TSP, its Clients, and their respective contractors and agents. You understand that any misstatement of fact may cause you to be refused an Opportunity or to lose the Opportunity once employed or engaged. You may also be removed from the Site.
12. No Advice. TSP’s Site and Service are not intended to convey or provide any legal, tax, investment, or other professional or expert advice (collectively, Professional Advice) to you or any third party. You are solely responsible for obtaining Professional Advice from advisors of your choosing in connection with the actions you take based on information you receive from the Site or as part of the Services. TSP expressly disclaims any liability from any claims alleging that the Site or Services constituted, or was intended to constitute, Professional Advice.
13. Disclaimer of Warranties. THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND/OR ANY SERVICES IS WITH YOU. TO THE MAXIUM EXTENT PERMITTED BY LAW, ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE AND SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SITE AND/OR SERVICES ARE FREE OF PROBLEMS, THAT YOU WILL RECEIVE ANY OFFERS OF EMPLOYMNET OR ENGAGEMENT, OR THAT YOU WILL ACHIEVE ANY PARTICULAR SALARY OR REVENUE LEVELS. WE MAKE NO WARRANTY REGARDING ANY INFORMATION OBTAINED FROM ANY HYPERLINKED THIRD PARTY SITE. NO INFORMATION OBTAINED BY YOU FROM THE SITE OF SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Without limiting the generality of the foregoing, we make no warranty that the Site or Services will meet your requirements or that the Site or Services will be uninterrupted, timely, secure, virus-free or error free or that defects in this Site or Services will be corrected. We make no warranty as to the results that may be obtained from the use of this Site OR SERVICES. No advice or information, whether oral or written, obtained by you through this Site, from the Services, or otherwise from us or our subsidiaries/other Syneos Health group companies shall create any warranty. To the maximum extent permissible, we disclaim all equitable indemnities. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. No Liability.
14.1NEITHER TSP OR ANY OTHER SYNEOS HEALTH GROUP COMPANY NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SITE OR SERVICES SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THE SITE OR SERVICES, ANY OTHER HYPERLINKED WEBSITE OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, ANY PERSON’S RELIANCE ON ANY INFORMATION OR CONTENT PROVIDED IN THE SITE OR THROUGH THE SERVICES, WHETHER OR NOT THE INFORMATION IS CORRECT, CURRENT, OR COMPLETE, THE CONSEQUENCES OF ANY ACTION YOU OR ANY OTHER PERSON TAKE OR FAIL TO TAKE BASED ON CONTENT PROVIDED BY OR AS A RESULT OF THE USE OF THE SITE OR SERVICES.
14.2 NEITHER TSP NOR ANY OTHER SYNEOS HEALTH GROUP COMPANY ARE LIABLE FOR ANY CONDUCT BY YOU ASSOCIATED WITH THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ACTIVITIES RELATING TO YOUR ACCOUNT. NEITHER TSP NOR ANY OTHER SYNEOS HEALTH GROUP COMPANY IS RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SITE, INCLUDING ANY INJURY OR DAMAGE TO ANY YOU, OR ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM USE OF THE SITE.
14.3 IN NO EVENT SHALL NEITHER TSP NOR ANY OTHER SYNEOS HEALTH GROUP COMPANY, AND THEIR RESPECTIVE AGENTS, AND PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE OR SERVICES, OR FROM ANY INFORMATION, PRODUCTS OR SERVICES PURCHASED, OBTAINED, OR ACCESSED, OR FROM ANY MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE OR SERVICES OR OTHERWISE RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE PROPERTY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF TSP OR SYNEOS HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TSP AND SYNEOS HEALTH’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. Your Indemnification Obligations. You shall defend, indemnify, and hold TSP, any other applicable Syneos Health group company, and its and their respective employees, officers, directors, agents and representatives (collectively, the Indemnified Parties) harmless from and against any and all claims, demands, actions, proceedings, judgments, fines, damages, settlements, costs, losses, and expenses of any kind or nature (including attorneys’ fees and court costs) arising from or related to: (a) third-party claims against the Indemnified Parties arising from disputes of any nature between you and any other third party, including a Client, related in any way to your use of the Site or Services; (b) your breach of this Agreement or any warranty you provide to us; or (c) your improper use of the Site or Services.
16. DISPUTE RESOLUTION AND ARBITRATION; CLASS & COLLECIVE ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This Dispute Resolution, Arbitration, and Class & Collective Action Waiver provision (“Provision”) facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class and Collective Action Waiver clause below) that may arise between you and TSP or any other Syneos Health group company. In this Provision, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) relating to this Agreement, the Site or the Services, whenever you also assert claims against us in the same proceeding.
This Provision provides that all disputes between you and us will be resolved by binding arbitration. Acceptance of the Agreement constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or a jury. To be clear, there is no judge or jury in arbitration and judicial review of an arbitration award is limited. The arbitrator must follow this Provision and can award the same damages and relief (including attorney’s fees) that a court is permitted to award. You may, however, opt-out of this Provision. If done, you would have the right or the opportunity to bring claims in court, before a judge or a jury, or to participate in or to be represented in a case filed in court by others (including class actions). BOTH YOU AND TSP AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, RATHER THAN IN COURT, IN ACCORDANCE WITH THIS PROVISION.
16.1 Pre-Arbitration Claim Resolution. For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the dispute which is done by emailing the following information to TOUcontact@syneoshealth.com: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the dispute within 45 days after receiving your notification, than you may pursue your dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
16.2 Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or we may choose to pursue a dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing the following information to TOUcontact@syneoshealth.com: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take your decision personally. In fact, we promise that your decision to opt-out of this Provision will have no adverse effect on your relationship with us. We must, however, enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
16.3 Arbitration Procedures. If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated, collective, or representative action or arbitration, and the arbitrator shall only be empowered to hear individual claims. All issues shall be for the arbitrator to decide, including the scope of this Provision. For arbitration before AAA, for disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration. Because this Website and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
16.4. Location of Arbitration. You or we may initiate arbitration in either Wake County, North Carolina or the federal judicial district of your residence.
16.5 Payment of Arbitration Fees and Costs. So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
16.6 Class and Collective Action Waiver. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, collective or representative proceeding or claims (such as a class action, collective action, consolidated action, representative action, or private attorney general action) unless both you and we specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of the Arbitration Provision, as specified above, this Class and Collective Action Waiver will not apply to you. Neither you, nor any other user of this Site or the Services can be a class or collective representative, member, or otherwise participate in a class, collective, consolidated, or representative proceeding without having complied with the opt-out requirements above.
16.7 Jury Waiver. You understand and agree that by accepting this Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived. Severability If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court. Continuation This Provision shall survive your discontinued use of the Site and Services. Notwithstanding any provision in these Terms to the contrary, we agree that if we make any change to this Provision (other than a change to our notice address), you may reject any such change and require us to adhere to the present language in this Provision if a dispute between us arises.
16.8 Time limit to bring disputes. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE AND/OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
17. Local Laws; Export Control. TSP controls and operates this Site from our headquarters in the United States of America and the entirety of this Site may not be appropriate or available for use in other locations. Access to the Site may not be legal by certain persons or in certain countries. If you choose to access the Site from outside the United States, you do so on your own initiative, at your own risk, and you are responsible for compliance with applicable local laws. Software and other materials from the Site may also be subject to United States Export Control, which prohibits the export of certain technical data and software to certain territories. TSP does not authorize the downloading or exportation of any software or technical data from the Site to any jurisdiction prohibited by U.S. Export Laws.
18 Feedback. If you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, email, telephone, or otherwise (collectively, Feedback), suggesting or recommending changes to the Site or the Services, including new features or functionality relating thereto, all such Feedback is and will be treated as non-confidential and nonproprietary. You assign to TSP and to all Syneos Health group companies all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using the Feedback. Where the above assignment is prohibited by law, you grant us an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree that we are not obligated to use, display, reproduce, or distribute any ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel our use, display, reproduction, or distribution.
19. Language. The parties hereto have expressly required that this Agreement be drafted in the English language.
20. Governing Law; Interpretation; Waiver. The Federal Arbitration Act, North Carolina state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern this Agreement. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to this Agreement, the Site, or the Services will be heard in the courts located in Wake County, North Carolina. If any provision of this Agreement 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 this Agreement will continue in full force and effect. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of this Agreement.
19. Contact Us. Communications about this Agreement must be directed to TSP as follows:
Taylor Strategy Partners, LLC
500 Olde Worthington Road
Westerville, OH 43082
with a copy to