SNY Terms of Service

1. General

a. Acceptance of the TOS. You may access the SNY Services in accordance with the TOS. You represent that you have read, understood, and agree to be bound by these TOS in connection with your access to and/or use of any of the SNY Services. If you do not agree to these TOS, you may not access or use the SNY Services. By using the SNY Services, you will be deemed to have agreed to the TOS.

b. Eligibility.

i. The SNY Services are for users who are 18 years of age or older and reside in the United States (including its territories and possessions), or those outside the United States who, to the maximum extent permissible under applicable law, consent to use the SNY Services in accordance with U.S. laws and these TOS. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.

ii. By accessing or using the SNY Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo; and (ii) your access to and use of the SNY Services will comply with the United States export control and economic sanctions requirements.

c. Supplemental terms Supplemental terms and conditions may apply to some SNY Services, such as sweepstakes, promotions, votes, contests, subscriptions or online purchases, and are deemed part of these TOS. (“Supplemental Terms”). Any Supplemental Terms are in addition to these TOS and, to the extent there is a conflict between the Supplemental Terms and these TOS, the Supplemental Terms will prevail with respect to such conflict. If you do not agree to the applicable Supplemental Terms, you may not use the SNY Services to which they apply.

d. Modifications. YOUR ACCESS TO OR USE OF THE SNY SERVICES IS GOVERNED BY THE THEN-CURRENT TOS. We may modify these TOS, and such changes will be effective thirty (30) days following either notification to you or our posting of the changes on the SNY Services. Your continued access or use of the SNY Services after we post changes to these TOS will be deemed acceptance of these TOS as modified. We encourage you to check back here for any such changes from time to time.

e. Account Registration. You may be asked to provide registration information in order to access some of the SNY Services. You are responsible for providing correct, current and complete information and maintaining the accuracy of such information. You agree that we may take steps to verify the information you provide. The SNY Services and any user names or passwords you use to access the SNY Services ("Passwords") are for personal use only. You are solely responsible for maintaining the security of your Passwords and you agree to immediately notify us of any unauthorized use of your Passwords and/or other security breaches related to the SNY Services. You may terminate your account for any reason or no reason.

2. Services

a. Availability of Services. We grant you a limited, non-sublicensable, non-transferable license to access and use the SNY Services for your personal use, and only in accordance with these TOS. Except as we specifically agree in writing, no element of the Content may be used or exploited in any way other than as part of the authorized SNY Services made available to you. To the extent the SNY Services make Content available for download, we grant you the right to download such Content onto the device on which you use the SNY Services in compliance with these TOS. We may change, suspend or discontinue any or all of the SNY Services at any time for any reason without notice or liability to you. We make no representations or warranties about the quality, accuracy, or availability of the SNY Services, including, but not limited to blackouts, location or device-based limitations or compatibility, or Content-viewing windows.

b. Wireless Features. The SNY Services may offer certain features that are available via a mobile network, such as the ability to receive messages, upload content or download applications to your wireless device (collectively, “Wireless Features”). If you use any Wireless Features, you agree that we may send communications to your device.

c. Devices and Charges. You are solely responsible for obtaining all devices and software, internet connectivity, mobile service, and other services needed for your use of the SNY Services, and you will be solely responsible for all charges related to them. Your carrier or internet service provider may charge fees for or restrict certain Wireless Features.

d. Consent to Messages. When you use the SNY Services, you may be given the opportunity to consent to receive communications from us through email, text, and/or mobile push notifications. Standard text and calling rates will apply. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. You can opt out of promotional communications by following the “Unsubscribe” directions for emails, through the settings of the SNY Services, or, if via text message, by responding STOP. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SNY SERVICES.

3. Content

a. SNY Content. The SNY Services contain or reference material that is owned by us as well as third parties, including but not limited to software, images, videos, text, audio, graphics, data, statistics, updated scores and results, logos, and other copyrights and intellectual property related to the SNY Services (collectively, “Content”). As between SNY and you, SNY owns all rights, title and interest in and to the copyrights, trademarks, service marks, trade names, and all other intellectual and proprietary rights throughout the world associated with the SNY Services and Content, including as incorporated into User-Generated Content. Except as expressly stated in these TOS: (i) nothing in these TOS shall be deemed to convey to you any right, title or interest in or to the SNY Services or Content ; and (ii) the SNY Content may not be reproduced, republished, uploaded, posted, transmitted, distributed, copied, publicly performed, publicly displayed, or otherwise used in any manner, without the express written permission of SNY. To the extent the SNY Services include an explicit authorization with respect to certain Content (e.g., the right to repost content on social media), SNY hereby grants you a limited, revocable license to post or upload such Content onto your personal social media account(s) without modification and in accordance with the restrictions in these TOS or any other Supplemental Terms associated with such Content. To the extent we authorize you to create, Upload, publicly display or publicly perform User Generated Content that is derived from our Content, we grant you a non-exclusive license to create a derivative work using the specifically referenced Content. You assign to us of all rights worldwide in the work you create for the duration of copyright in such User Generated Content, in all formats and media known or unknown to date, including for use on third party sites and platforms. If such assignment is invalid, your license to create derivative works using our Content is null and void.

b. User-Generated Content. The SNY Services may include opportunities for you or others to upload, post, transmit or otherwise distribute (“Upload”) on or through SNY Services including without limitation text, images, audio, photos, data, graphics video or other content (“User-Generated Content”). Except as may be explicitly requested in connection with particular programs or promotions, SNY is not requesting, and is unwilling to review, creative ideas, suggestions or materials of any kind (whether relating to pre-existing SNY properties or not). Except as expressly set forth in these TOS, you shall continue to own all rights in and to your User-Generated Content, except to the extent your User- Generated Content contains or is otherwise derived from materials, content, or elements owned by SNY or any of our affiliated companies or partners.

i. License to User-Generated Content. You hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid up, sub-licensable through multiple tiers (including to other users of the SNY Services), transferable, non-exclusive license to use, reproduce, adapt, prepare derivative works based on, publicly display, publicly perform, distribute, incorporate in other works, and/or otherwise exploit, in whole or in part, User-Generated Content (including your name, likeness and voice as it appears in that User-Generated Content) in any manner and any media now known or hereafter developed, without further notice to you, and without the requirement of compensation or additional permission from you or any other person or entity. You represent and warrant that you own all User-Generated Content or are otherwise authorized to grant the license above.

ii. Use and Distribution of User-Generated Content. You agree that SNY may give you attribution for your User-Generated Content, but we are not required to do so. To the extent permitted by applicable law, you hereby waive and agree not to assert any “moral rights” or other proprietary rights in any User-Generated Content against us, our licensees, our representatives or other users.

iii. Public Nature of SNY Services. You acknowledge that you Upload any User-Generated Content voluntarily, and have no expectation of privacy or confidentiality with respect to any User-Generated Content you Upload, and that no fiduciary relationship exists between us and you or any other party based on the User-Generated Content. Although we may offer you the ability to Upload User-Generated Content anonymously, we may store your account information. We make no guarantees to remove User-Generated Content from the SNY Services or other sites, and we may retain User-Generated Content in our backup files, including after termination of your account.

iv. No Responsibility for User-Generated Content. SNY is not responsible or liable for any User-Generated Content and we have no obligation to investigate, monitor or correct any User-Generated Content (e.g., for accuracy or completeness) except as provided in Section 3(c). User-Generated Content may not reflect the views of SNY and we do not endorse any User-Generated Content that you or other users Upload.

c. Infringement Policy. Pursuant to 17 U.S.C. Section 512 as amended by Title II of the U.S. Digital Millennium Copyright Act of 1998, we reserve the right to remove your User-Generated Content. If you believe that any User-Generated Content is defamatory or there is claimed infringement of your intellectual property relating to the SNY Services, please send a written notice including the following information to request a review of the alleged infringement:

i. Your name, address, telephone number, and e-mail address;

ii. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed;

iii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the SNY Services are covered by a single notification, a representative list of such works. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials;

iv. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (including, if available, the web address where the material was found on the SNY Services);

v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law; and

vi. A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.

vii. Send this notice to the agent identified below to request a review of the alleged infringement:

By mail:
SNY
Attn: General Counsel
4 World Trade Center
150 Greenwich Street
New York, NY 10007
By e-mail: legalnotices@sny.tv

4. Restrictions

a. Prohibited Actions. You recognize that Uploading unlawful material could expose you to criminal and/or civil liability. You may not attempt any of the actions set forth in this list of Prohibited Actions or authorize, facilitate or induce others to do so.

i. No Unauthorized Access. You may not attempt to gain unauthorized access to computer systems or networks connected to the SNY Services.

ii. No Bullying or Interference. You may not threaten, abuse, harass or invade the privacy of any third-party. Furthermore, you may not interfere with any other user’s ability to use or enjoy the SNY Services.

iii. No Unlawful or Inappropriate Postings. You may not use or encourage or facilitate others’ use of any portion of the SNY Services for any unlawful purpose or in violation of applicable law. You may not Upload any content or material that is (i) fraudulent, (ii) infringing on the rights of any third party, (iii) libelous, defamatory, obscene, pornographic, profane, indecent or otherwise inappropriate (including images of a sexual nature) or (iv) otherwise unlawful.

iv. No Impersonation or Misrepresentation. You may not impersonate any other person or entity or otherwise misrepresent or disguise yourself. You may not misrepresent your professional or other affiliation with us or with any other party. You may not use the SNY Services in a manner that suggests an association with our products, services or brands except as agreed by us in writing. You may not Provide fictitious information or conceal your identity or location, including, but not limited to, in an attempt to circumvent limits associated with promotional or other offers.

v. No Manipulation or Circumvention of Content. You may not, either directly or through the use of any personal computer, browser, laptop, tablet, mobile phone or other device (each a “device”) or other means, remove, alter, bypass, avoid, interfere with, obstruct, decompile, reverse-engineer, disassemble, or circumvent (i) any copyright, trademark, or other proprietary notices marked on the SNY Services or Content, or (ii) any digital rights management mechanism, device, or other content protection or access control measure associated with the SNY Services or Content. You may not either directly or through the use of any device or other means copy, download, stream, capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, frame, transmit or retransmit the SNY Services or Content, or any part thereof or any materials derived therefrom, unless expressly permitted by us in writing.

vi. No Hinderance of SNY Technology. You may not knowingly or intentionally take any action that may impose an unreasonable burden or load on the SNY Services or its servers and infrastructures. You are also prohibited from disabling, modifying, interfering with the SNY Services to allow users to view Content without: (i) displaying visibly both Content and all surrounding elements (including the graphical user interface, copyright notices, and trademarks), and (ii) having full access to all functionality permitting viewing of Content, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality.

vii. No Cheating. You may not use any software or device that allows automated gameplay, expedited gameplay or other manipulation and you agree not to cheat or otherwise modify the SNY Service or game experience to create an advantage for one user over another.

viii. No Viruses or Malicious Code. You may not insert any code into the SNY Services, or Upload a software virus or any other computer code or materials that may (i) disrupt, damage, or limit the functioning of the SNY Services or any computer software, hardware or telecommunications equipment associated with the SNY Services, or (ii) enable or facilitate unauthorized access to the SNY Services or Content of ours or of any third party.

ix. No Repurposing of Content. Except as otherwise authorized in the Terms of Service, you may not incorporate Content into, or stream or retransmit the Content via, any hardware or software application or make the SNY Services or any Content available via frames or in-line links, and you may not otherwise surround or obfuscate the SNY Services or Content with any third-party content, materials or branding.

x. No Collection of Personal Information From Other Users. You may not solicit or collect information about other users of the SNY Services or use any such information for (i) unauthorized or unsolicited advertising, junk or bulk email, chain letters, or any other form of unauthorized solicitation, or (ii) any other commercial purposes.

xi. No Data Extraction. You may not access, search and/or collect data from, or attempt to access, search and/or collect data from, the SNY Services by any means (whether automated or manual) other than through our currently available, published interfaces that are made available to you by us, unless SNY has given its express written authorization to do so. Without limiting the foregoing, (i) you may not use any robots, spiders, crawlers, devices, scripts or other data gathering or extraction software and/or tools, whether automated or manual, to access, acquire, copy, monitor, scrape, data mine, or aggregate any Content or any portion of the SNY Services for any purpose, and (ii) you may not use any Content for the purpose of directly or indirectly training, developing or improving a software tool or service, including any artificial intelligence tool, model, system or platform.

xii. No Commercial Use. You may not build a business for commercial purposes, in whole or in part, resell, redistribute or recirculate or make any other commercial use of, or create derivative works or materials utilizing any portion of the SNY Services or Content, whether for profit or for no profit.

xiii. No Advertising. Except as otherwise agreed between SNY and you in writing, you may not use the SNY Services in any way (i) to advertise any commercial endeavor or otherwise engage in any commercial activity (e.g., offering products or services, conducting raffles or contests or displaying sponsorship banners), or (ii) that solicits funds, advertisers or sponsors, whether for profit or for no profit.

xiv. No Spam. You may not Upload unsolicited bulk communications of any kind. For example, you may not send “mailbombs” (i.e., emailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent) or “spam” (i.e., unsolicited emailing for business or other purposes).

b. Investigations, Monitoring, and User Disputes. We may, but are under no obligation to, examine, record, copy and disclose your use of the SNY Services including as necessary to satisfy any law, regulation or governmental request. We reserve the right to take, or refrain from taking, any and all steps available to us, once we become aware of any violation of these provisions, including, but not limited to, modifying or removing any User-Generated Content, warning users, suspending users and Passwords, terminating accounts, blocking access to the SNY Services or taking other corrective action we deem appropriate. You are solely responsible for your use of the SNY Services, User-Generated Content, and any interaction with other users of the SNY Services, and we reserve the right, but shall have no obligation, to become involved in any way or to monitor disputes between you and any other users of the SNY Services.

c. Termination and Suspension. Termination, suspension or cancellation of your account or access to the SNY Services (collectively, “Termination”) shall not affect any right or relief to which we may be entitled, at law or in equity. Upon such Termination, all rights granted to you in these TOS will automatically terminate and immediately revert to us. Following such Termination, these TOS shall remain in full force and effect with respect to your past and future use of the SNY Services, including all rights granted by you to us.

5. Third-Party Services and Third-Party Platform Providers

a. Third-Party Services. The SNY Services may provide links to third-party websites, widgets, software, services or other utilities (“Third-Party Services”). Third-Party Services are provided solely as a convenience to you, and we are not responsible for Third-Party Services. The inclusion of a link to or other integration with a Third-Party Service on any SNY Service does not imply an endorsement by or affiliation with us. Your rights and obligations while accessing those Third-Party Services will be governed by the agreements and policies relating to the use of and made available by those Third-Party Services. We will not be responsible or liable for any confidential or personal information you provide in connection with any Third-Party Services, or loss or damage of any sort incurred as the result of any dealings with or as the result of the availability of such Third-Party Services on the SNY Services.

b. Third-Party Platform Providers. If you access or download the SNY Services via an Apple, Inc. (“Apple”), Amazon.com, Inc., Google, Inc., Microsoft Corporation, Samsung Electronics America, Inc. (“Samsung”) or any other third-party app store or platform (each a “Third-Party Platform Provider”), such Third-Party Platform Providers, shall be third-party beneficiaries to these TOS. However, these Third-Party Platform Providers are not party to these TOS and have no obligation to provide maintenance and/or support of the SNY Services. Your access to the SNY Services through the Third-Party Platform Provider’s app stores or platforms is subject to such Third-Party Platform Provider’s then-applicable terms of service. You should read the terms of service agreements and privacy policies that apply to such third-party products.

c. Authentication. To the extent your use of the SNY Services requires authentication by your cable, satellite or wireline provider or multichannel video programming distributor through which you receive video programing services (collectively, “MVPD Provider”), then the authentication process and any information you provide is strictly between you and your MVPD Provider, and we shall have no responsibility or liability with respect to such process.

6. Disclaimers and Disputes

a. Disclaimer of Warranties. We make no representations or warranties as to the SNY Services (which, for purposes of this Section 6 only, shall include the Third-Party Services) with respect to their accuracy, timeliness, reliability, availability, completeness or otherwise. WE PROVIDE THE SNY SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR PARENT, EACH OF OUR AFFILIATES, AND ALL SUCH PARTIES’ DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSEES AND LICENSORS (COLLECTIVELY, THE “SNY PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, OR LIABILITY FOR FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

b. Limitation of Liability.

i. IN NO EVENT WILL THE SNY PARTIES’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH SNY SERVICES OR THESE TOS EXCEED (i) THE AMOUNT (IF ANY) PAID BY YOU TO SNY IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY; OR (ii) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE THIRD-PARTY PLATFORM PROVIDERS OR THEIR RESPECTIVE AFFILIATES, VENDORS, AGENTS AND SUPPLIERS, AS APPLICABLE, GIVE ANY WARRANTY, HAVE ANY RESPONSIBILITY OR HAVE ANY LIABILITY WITH RESPECT TO YOUR USE OF THE SNY SERVICES. FURTHERMORE, NONE OF THE SNY PARTIES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SNY SERVICES. THE FOREGOING LIMITATION APPLIES (x) WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF SNY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (y) TO ANY DAMAGES OR INJURY ARISING FROM ANY COMPUTER VIRUS, FILE CORRUPTION, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, USE OF ANY DATA OR ANY OTHER DAMAGES.

ii. BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SNY PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU.

c. Exclusions. YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF THE ACTS OR OMISSIONS OF THE SNY PARTIES OR YOUR USE OF THE SNY SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SNY SERVICES OR THE DISPLAY, PERFORMANCE OR DISTRIBUTION OF OUR CONTENT.

d. Indemnification. You agree to defend, indemnify and hold harmless the SNY Parties from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or related to (i) any breach of these TOS; (ii) User-Generated Content; and/or (iii) your use of the SNY Services or any use of your account via the SNY Services.

7. Binding Arbitration; Mass Arbitration Procedures; and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SNY TO ARBITRATE CERTAIN DISPUTES WITH ONE ANOTHER AND IT LIMITS THE MANNER IN WHICH YOU OR SNY CAN SEEK RELIEF.

To the fullest extent permissible by law, with the exception of disputes pertaining to SNY’s intellectual property rights and certain statutory claims that, pursuant to law, are not arbitrable, any dispute of any kind between you and SNY arising under or related to these TOS, including, without limitation, disputes arising as a result of: your visit(s) to or use of the SNY Services; any purchase, transaction, or other interaction with SNY (including, without limitation, claims relating to the SNY’s advertisements, pricing, and disclosures; e-mail; or SNY’s collection, processing or retention of your information) (a “Dispute”) shall be resolved through binding arbitration pursuant to these exclusive dispute resolution procedures (the “Arbitration Agreement”), except that either party may assert claims in small claims court.

a. 30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to legalnotices@sny.tv or by mail to SNY, Attn: General Counsel, 4 World Trade Center, 150 Greenwich Street, New York, NY 10007 (the “Notice Address”). The notice must be sent within 30 days of March 2, 2026 or your first use of the SNY Services, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, SNY also will not be bound by them with respect to disputes brought by you.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of these TOS and you agree to be bound by all other provisions of these TOS, which shall remain in effect as allowable by law.

b. Pre-Arbitration Dispute Resolution. We want to address your concerns without resorting to a formal legal action. Before initiating a lawsuit or arbitration, you and SNY agree to try to resolve Disputes informally by emailing a written notice (“Written Notice”) of the dispute to the other party. The Written Notice must include: (1) the name of the party bringing the Dispute; (2) the email address(es) associated with your relationship with SNY; (3) a detailed description of the Dispute; and (4) how you’d like to resolve the Dispute.

The Written Notice must be provided on an individualized basis. You agree to send the Written Notice to SNY at the Notice Address, and SNY will send the Written Notice to you at the email address associated with your account. You and SNY agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party’s counsel may participate in the conference, but the party shall also personally attend the conference, unless one party states in writing that the other party is not required to personally attend.

If the Dispute is not resolved within thirty (30) days after the telephone or videoconference occurs, you and SNY agree to resolve any remaining Dispute through further informal discussions or one of the formal dispute resolution provisions below.

The Pre-Arbitration Dispute Resolution procedure in this Section is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding, unless exempted by law. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure. Notwithstanding anything to the contrary in this Arbitration Agreement, a court of competent jurisdiction shall have authority to enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

c. Arbitration Procedure. If informal resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes (except as otherwise provided herein) subject to the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”) then in effect as modified by (1) the terms set forth below and (2) the Mass Filings provisions below. The JAMS Rules are available at https://www.jamsadr.com.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

WAIVER OF RIGHTS INCLUDING JURY TRIAL. YOU AND SNY UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU AND SNY FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU AND SNY HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TOS AND ARBITRATION AGREEMENT, YOU AND SNY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER. YOU AND SNY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM.

With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” above and the “Mass Filings” Section below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and/or the “Mass Filings” Section are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor SNY shall be entitled to arbitrate the dispute in question.

This provision does not prevent you or SNY from participating in a class-wide settlement of claims.

d. Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the “Mass Filings” Section or unless you and SNY agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in New York, New York.

e. Arbitration Rules and Governing Law. Except as modified by this Arbitration Agreement including, if applicable, the Mass Filings Section below, JAMS will administer any arbitration in accordance with the JAMS Rules in effect at the time any demand for arbitration is filed with JAMS, excluding any rules or procedures permitting class or representative actions.

Except where prohibited by applicable law, the arbitrator shall apply the law of the State of New York without giving effect to any law that would result in the application of the law of any other jurisdiction. You and SNY agree that dispositive motions will be allowed in the arbitration.

If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and SNY submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and SNY (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

f. Form of Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the TOS. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.

g. Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that JAMS has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under the JAMS Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

h. Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) against SNY within reasonably close temporal proximity (a “Mass Filing”), the parties agree, subject to the provisions of this Mass Filings Section: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by JAMS (or another arbitration provider selected in accordance with the provisions set forth herein if JAMS is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by SNY and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS Rules and procedures for such selection and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the JAMS Rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

You and SNY agree to cooperate in good faith with one another and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by JAMS in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and SNY agree that JAMS may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of a JAMS procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a JAMS procedural arbitrator.

This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of JAMS Mass Arbitration Procedures & Guidelines or authorizing class arbitration of any kind.

The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a JAMS mediator selected from a group of five mediators proposed by a JAMS, with SNY and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. SNY, the remaining claimants and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either SNY or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither SNY nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

i. Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with these TOS, including, but not limited to, the paragraph titled “Class Arbitration and Collective Relief Waiver” and Section 6(b) “Limitation of Liability” as to the types and the amount of damages or other relief for which a party may be held liable.

Except for decisions in arbitrations that are joined together in a single batch and based on the individual merits of each claim within that batch, no arbitration award or decision will have any preclusive effect. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

j. Changes to this Arbitration Agreement. SNY will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these TOS on or before the 30th day or continue to use the Services after the 30th day, you and SNY agree that any unfiled claims of which the other party does not have actual notice under the Pre-Arbitration Dispute Resolution process are subject to the revised Arbitration Agreement. If SNY changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the SNY Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out via the procedures set forth in Section 7(a).

k. CLASS ACTION WAIVER. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND SNY THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU OR SNY ON AN INDIVIDUAL BASIS, AND YOU AND SNY MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

l. Jury Trial Waiver. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND SNY AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND SNY UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TOS OR USE OF THE SNY SERVICES.

8. Additional Terms

a. Notice for California Users. Under California Civil Code Section 1789.3, California users of the SNY Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210, or online at https://www.dca.ca.gov/webapps/gencomplaint.php.

b. Choice of Forum. You agree that any action at law or in equity arising out of or relating to these TOS that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the borough of Manhattan, New York, New York, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.

c. Choice of Law. These TOS are governed by and construed in accordance with the laws of the State of New York and the laws of the United States, without giving effect to any conflict of law principles.

d. No Waiver. No failure or delay by us in exercising any right, power or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these TOS.

e. Severability. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect.

f. Entire Agreement. These TOS represent the entire understanding of the parties regarding its subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered or waived except in writing by the party to be charged. The paragraph or section titles in these TOS are for convenience only and have no legal or contractual effect.

g. Assignment. These TOS are binding upon and shall inure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You shall not assign your rights or obligations hereunder without our prior written consent and any assignment without our consent shall be void and invalid at the outset.

h. Electronic Notice. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.

i. Designation of Agent. You hereby appoint us as your agent with full authority to execute any document or take any action we may consider appropriate to confirm the rights granted by you to us in these TOS.

j. Survival. The provisions of these TOS which by their nature should survive the termination of these TOS shall survive such termination, including but not limited to the restrictions, disclaimers, limitations, our rights to use content, limitation of liability in Section 6, rules regarding dispute resolution in Section 7, and the general provisions in this Section 8.