Terms of Service
Effective Date: September 1, 2022
Please read these Terms of Service (the “Terms”) and our Privacy Notice (“Privacy Notice”) carefully because they govern your use of the website located at https://solo.co/ (the “Site”) and the services accessible via the Site and corresponding mobile application (“App”) offered by Solo Global, Inc. (“Solo”). To make these Terms easier to read, the Site, our services, and App are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SOLO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “DISPUTE RESOLUTION FOR INDIVIDUALS” AND SECTION 22 “DISPUTE RESOLUTION FOR ENTITIES” BELOW FOR DETAILS REGARDING ARBITRATION.
TABLE OF CONTENTS
1. Agreement to Terms.
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Privacy Notice.
Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share personal information.
3. Changes to these Terms or the Services.
We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Who May Use the Services?
- (a) Use of the Services. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Solo as the operator of a business as a sole proprietor or on behalf of the entity that you represent, and not otherwise barred from using the Services under applicable law. The Services may only be used for business purposes, in the manner that we intend, which means you must have a registered business entity or otherwise operate a business as a sole proprietor. Certain features of the Services may only be available for use in the United States.
- (b) Registering, Opening, Using, or Upgrading an Account. For certain features of the Services you’ll need an account (“Account”). To register, open, use, or upgrade an Account, Solo may require that you submit certain information, including but not limited to your name, email address, text-enabled mobile phone number, street address, zip code, date of birth, social security number, and a government issued form of identification to Solo. You represent and warrant that you own the email or mobile phone number you register with and all information entered or collected in the course of creating your Account and any information you subsequently add or update from your settings (“Account Information”) is true and accurate, and you agree to keep your Account Information current. Otherwise, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your Account. Notwithstanding anything to the contrary in these Terms, in the event of any dispute between two or more parties as to Account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Account subject to dispute) will be final and binding on all parties.
- (c) Restricted Accounts. Upon Account creation, your Account will remain a “Restricted Account” until you submit the identity verification information we request from you. With a Restricted Account, you will not be able to engage in any transactions.
- (d) Validating and Authenticating Your Identity. You hereby authorize Solo, directly or through Solo’s use of third parties, to make any inquiries we consider necessary to validate your identity or authenticate your identity and Account Information and, if applicable, your company or employer. This may include asking you for further information or documentation about your Account usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, or verifying your information against third party databases or through other sources. After we verify your identity, your Account will convert from a Restricted Account to an “Unrestricted Account.” In connection with your use of the Services, you may not refuse to (i) cooperate in an investigation concerning activity that potentially violates applicable law or the Terms, (ii) provide confirmation of your identity, or (iii) provide confirmation of any information you provide us. If you decline to provide us with the information that we request or if we cannot verify your identity to our satisfaction (in our sole judgment and discretion) for any reason, then your Account will remain a Restricted Account. In addition, we reserve the right to change the account type, suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information. The first time you access your Account using a new device we may require you to authenticate your Account with additional information. If your Account cannot be verified, you may be required to set up a new Account.
- (e) Authorized Users. If you are a company or other legal entity, the Services may only be accessed and used by your employees or contractors who have been designated and authorized by you to be granted such access (each an “Authorized User”) for the sole purpose of performing their job functions for you. Each Account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. The account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (ii) all uses of the Services resulting from access provided by Solo, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
- (f) Third-Party Services. Solo has contracted with third parties to facilitate, provide, or otherwise offer certain parts of the Services (“Third-Party Services”). You may be required to enter into additional agreements with the providers of such Third-Party Services in order to enable or access certain functions of the Services. Solo does not have control of, or liability for, these Third-Party Services. As applicable, you appoint Solo or the provider(s) of the applicable Third-Party Services (or their agents or partner financial institutions) to receive payments as part of any transaction on your behalf. Solo is not a bank, other chartered depository institution, or money transmitter.
You may select a unique alpha-numeric name to identify yourself on the Services (a “@solotag”). You may not select a @solotag that misleads or deceives others as to your business or personal identity or creates a risk of chargebacks or mistaken payments, in our sole discretion. We may require you to change your @solotag or details of your Account Information at our sole discretion, and we may deactivate your Account, or reclaim or make unavailable your @solotag, without liability to you.
6. Communications and Devices.
- (a) Text Messages and Other Communications. By providing us with a mobile number, either when you sign up for an Account or update the contact information associated with your Account, you consent to receiving text (SMS) messages and push notifications from us. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your Account or Account support, marketing or promotional communications, and communications related to collecting any Fees or other monies that you owe Solo. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be sent using automated systems. Standard message and data rates and other charges applied by your cell phone carrier may apply to the text messages we send you. Carriers are not liable for delayed or undelivered messages.
You may opt-out of receiving further marketing text messages from Solo by replying STOP or by contacting us at solo.co/contact. You acknowledge that opting out of receiving certain communications may impact your use of the Services. If you are experiencing issues with the messaging program, you can reply with the keyword HELP for more assistance, or you can contact our customer support at solo.co/contact.
- (b) Compatible Mobile Devices and Third-Party Carriers. We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it and authorize others to use it without any restriction or compensation to you.
8. E-Sign Consent.
By using the Services, you consent to use electronic signatures and to receive all disclosures, agreements, records, messages, and other information in electronic form (collectively, “Electronic Communications”). We may provide an Electronic Communication to you by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Account.
- (a) Effect of Electronic Delivery. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time pushed or emailed to you. Your consent to user electronic signatures and receive Electronic Communications will remain effective until and unless you withdraw it.
- (b) System Requirements. To access and retain the Electronic Communications, you will need the following:
- i. A computer or mobile device with Internet or mobile connectivity.
- ii. For desktop website-based Communications:
- (1) Recent web browser that includes 256-bit encryption;
- (2) The browser must have cookies enabled. Use of browser extensions may impair full website functionality; and
- iii. For application-based Communications:
- (1) A recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and
- (2) The most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS.
- iv. Access to the email address used to create an account for the Services.
- v. Sufficient storage space to save Communications and/or a printer to print them.
- vi. If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you may need to add email@example.com to your email address book.
- (c) Paper Delivery of Communications. You do not have the right to receive Electronic Communications in paper form.
- (d) Withdrawing Consent. You may withdraw your consent at any time by contacting Solo support at solo.co/contact/. However, withdrawal of your consent to receive Electronic Communications may result in termination of your access to Services. Any withdrawal of your consent will be effective after a reasonable period of time for processing your request, and we will confirm your withdrawal of consent and its effective date in writing (either electronically or in paper form).
Solo requires payment of a fee (“Fees”) for use of the Services (or certain portions thereof) and you agree to pay such Fees. We reserve the right to charge for, or change the Fees associated with, use of the Services at any time subject to reasonable notice and these Terms.
- (a) General. When you incur Fees (a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. If something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason. If we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
10. Your Content.
- (a) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Solo does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- (b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Solo a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
- (c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Solo on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- (d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- (e) Solo’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
11. Solo Balance.
- (a) Functionality. Your balance consists of the funds you hold with the providers of the Third-Party Services which are available for new transactions and are not subject to pending transactions (your “Solo Balance”). You are solely responsible for all funds necessary to complete any payments initiated through the Services. You agree to reimburse Solo, and any applicable providers of the Third-Party Services, for any fees, costs, or expenses it incurs as a result of insufficient or unavailable funds in connection with any payment you initiate through the Services.
- (b) Authorization. Each time you instruct us through the Services to add funds from your linked Eligible Bank Account or Linked Debit Card (defined below) to your Solo Balance or make any other transfer, you authorize us or the applicable provider of Third-Party Services to immediately debit the Eligible Bank Account or Linked Debit Card at the time of the transfer for the amount instructed, either in a single or recurring transaction, as applicable. You also authorize us or the applicable provider of Third-Party Services to move funds to your applicable Eligible Bank Account or Linked Debit Card when you request a transfer to from your Solo Balance to your Eligible Bank Account or Linked Debit Card, or in the case of any transfers canceled or otherwise returned. You can cancel this authorization by unlinking your Eligible Bank Account or Linked Debit Card from your Account.
- (c) Limitations. Solo or the applicable provider of Third-Party Services may impose limits on the amount you can keep in your Solo Balance and reserves the right to change these limits at any time. Funds in your Solo Balance might not be available to use for all types of transactions. If you have a Restricted Account, then you may not use your Solo Balance to make payments to other Solo customers unless you first upgrade to an Unrestricted Account.
- (d) Funding Your Solo Balance. Once you have an Unrestricted Account, we, or the applicable provider of Third-Party Services, may offer you the ability to “Add Funds” to your Solo Balance in a number of ways, including, but not limited to, the following:
- i. Debit Card. You may link a debit card to fund your Solo Balance (“Linked Debit Card”). To do so, you must have a valid debit card issued by a U.S. bank or financial institution bearing the Visa Inc., MasterCard International Inc., or DFS Services, LLC logo.
- ii. Bank Transfer. You may transfer funds from an external, U.S.-issued bank account (an “Eligible Bank Account”).
- (e) Transferring Funds out of Your Solo Balance.
- i. Transfers to Your Bank Account. You may electronically transfer funds from your Solo Balance to an Eligible Bank Account (“Cash Out”). By selecting an Eligible Bank Account as your deposit source you are requesting that the applicable provider of Third-Party Services settle an electronic transfer to your bank account. The applicable provider of Third-Party Services will settle these electronic transfers (via the Automated Clearing House (“ACH”) of NACHA - The Electronic Payment Association (“NACHA”)) to your Eligible Bank Account in the amount you instruct, and you will not be able to cancel the ACH transfer. Such transfer to your Eligible Bank Account via ACH will typically arrive within three (3) business days.
- ii. Instant Deposit. If this feature is available to you, you may Cash Out from your Solo Balance to your Eligible Bank Account subject to applicable fees. We and the applicable provider of Third-Party Services will endeavor to make funds available within minutes, subject to the terms and conditions of the applicable provider of Third-Party Services and your Eligible Bank Account.
- iii. Limitations. Solo, or the applicable provider of Third-Party Services, may limit how many Cash Outs you can initiate from your Account to your Eligible Bank Account and the amount of funds you can transfer in a single transaction. We and the applicable provider of Third-Party Services reserve the right to delay or further limit such transfers at our discretion to protect Solo or a third party, including the applicable provider of Third-Party Services, against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. In addition, you may not transfer funds from your Solo Balance to your Eligible Bank Account to evade a payment investigation. Any attempt to transfer your Solo Balance while we are conducting an investigation may be limited or denied, and we or the applicable provider of Third-Party Services may hold your funds at our discretion to protect Solo or a third party, including the applicable provider of Third-Party Services, against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. We, or the applicable provider of Third-Party Services, may defer or redirect payout or restrict access to your funds as necessary to comply with applicable law, subpoena or court order, or if requested by any governmental entity. You will remain liable for all obligations related to your Account even after the Account is closed.
- (f) Recovery of Funds. You give us permission to recover amounts you owe by debiting funds held in your Solo Balance. This may involve us making attempts to recover less than the full amount you owe us. We might contact you or take other legal actions to collect amounts due. You authorize us to recover funds from you in accordance with these Terms and any other agreement you have with us, including if you owe amounts to us or for reason of fraud or illegal activity. You authorize us to debit, charge, setoff against and otherwise recover funds from your Account, your Solo Balance, any Eligible Bank Account, and/or any Linked Debit Card. Furthermore:
- i. Your authorization will remain in full force and effect until the later of closure or termination of your Account, or the disbursement of all funds held on your behalf.
- ii. In the event that any attempt to recover funds from you should fail, your authorizations hereunder include your grant to us of new, original authorizations to recover all or less than all of the amount you owe us or belongs to us. You authorize us to take the above steps without prior notice to you and irrespective of (x) whether we have made demand under these Terms or any other agreement you have with us; and (y) whether the obligation is contingent, matured or unmatured.
- iii. Your authorization hereunder includes all authorizations to take the above steps in complete compliance with the NACHA Rules. You agree that your grant of the same authorizations has the same legal effect as if you had signed a paper containing the same terms.
- iv. If we are unable to recover the funds by these means, we may attempt to contact you or may take other legal actions to collect the amounts due in a manner consistent with applicable law.
- v. We may also recover funds from your Account in connection with a disputed transaction. For example, if another Solo customer that sent you funds disputes the payment and requests a reimbursement for the payment amount, we may recover that amount disputed or owed from your Solo Balance.
- vi. If your Solo Balance is too low to cover the disputed amount, you understand that our recovery of these funds may cause your Account to become negative. We are not liable for funds that we recover from your Solo Balance to cover: a negative balance on any Eligible Bank Account or any Linked Debit Card; the amount owed to us under these Terms or any other agreement; a pending dispute or chargeback; or to protect against financial risk as outlined in these terms.
- (g) Interest. You agree that you will not receive interest on or other monies derived from the funds in your Solo Balance. It is likely that Solo will receive interest on funds held for its users. In consideration for your use of the Service, and with full knowledge and understanding that Solo may receive this interest, you irrevocably transfer and assign to Solo all rights that you may have in any interest that may accrue on funds held in your Solo Balance.
12. Rights and Terms for Apps.
- (a) App License. If you comply with these Terms, Solo grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your business purposes in the manner that we intend. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
- (b) Additional Information: Apple App Store. This Section 12(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
13. General Prohibitions and Solo’s Enforcement Rights.
You will not, and will ensure your Authorized Users will not, do any of the following:
- (a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- (b) Use, display, mirror or frame the Services or any individual element within the Services, Solo’s name, any Solo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Solo’s express written consent;
- (c) Access, tamper with, or use non-public areas of the Services, Solo’s computer systems, or the technical delivery systems of Solo’s providers;
- (d) Attempt to probe, scan or test the vulnerability of any Solo system or network or breach any security or authentication measures;
- (e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Solo or any of Solo’s providers or any other third party (including another user) to protect the Services;
- (f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Solo or other generally available third-party web browsers;
- (g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- (h) Use any meta tags or other hidden text or metadata utilizing a Solo trademark, logo URL or product name without Solo’s express written consent;
- (i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- (j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- (k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- (l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- (m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- (n) Impersonate or misrepresent your affiliation with any person or entity;
- (o) Violate any applicable law or regulation; or
- (p) Encourage or enable any other individual to do any of the foregoing.
Solo is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your account, and any of your transactions with law enforcement.
14. Intellectual Property Policy.
Solo respects intellectual property law and expects its users to do the same. It is Solo’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of intellectual property holders.
15. Links to Third Party Websites or Resources.
The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
- (a) Suspension and Termination; Survival. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your Account, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by contacting us at solo.co/contact/. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 9(a), 9(b), 9(c) (only for payments due and owing to Solo prior to the termination), 10(b), 10(c), 10(e), 11(f), 13, 16, 17, 18, 19, 20, 21, 22, and 23.
- (b) Effect of Termination. If these Terms or your Account is terminated or suspended for any reason: (i) the license and any other rights granted under these Terms will end, (ii) we may delete your information and Account Information stored on our servers, and (iii) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or Account Information.
- (c) Services Upon Closure of Account. If there are any pending transactions at the time of termination, closure, or suspension of your Account, we or the applicable provider of Third-Party Services will attempt to settle those transactions as you directed. Any remaining Solo Balance at the time of termination, suspension, or closure of your Account, less any applicable fees, (i) may be made available for you to Cash Out in Solo’s discretion and subject to the other conditions in these Terms, and (ii) we may require you to link a new bank account that has not been associated with your Account to Cash Out such funds. We or the applicable provider of Third-Party Services reserve the right to hold your funds at our discretion to protect Solo or the applicable provider of Third-Party Services against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. In addition, if an investigation is pending at the time of closure, we or the applicable provider of Third-Party Services may hold your funds until resolution of the investigation.
17. Warranty Disclaimers.
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
You will indemnify and hold Solo and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
19. Limitation of Liability.
- (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SOLO NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOLO OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SOLO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SOLO FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SOLO, AS APPLICABLE.
- (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SOLO AND YOU.
20. Governing Law and Forum Choice.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution for Individuals” or Section 22 “Dispute Resolution for Entities” (as applicable), the exclusive jurisdiction for all Disputes (defined below) that you and Solo are not required to arbitrate will be the state and federal courts located in San Francisco, California, and you and Solo each waive any objection to jurisdiction and venue in such courts.
21. Dispute Resolution for Individuals.
If you are an individual who uses the Services for yourself and not on behalf of an organization or entity, disputes with Solo shall be resolved as set forth in this Section 21.
- (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Solo agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Solo are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- (b) Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- (c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
The arbitration will be conducted using remote conferencing technology (e.g., by videoconference), in person in San Francisco, California, United States or at some other location that we both agree to. Disputes that meet the requirements for desk arbitrations as set forth in the AAA Rules, may be resolved by the submission of documents only, as set forth in the AAA Rules, unless the Arbitrator decides that a hearing is necessary. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- (d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- (e) Injunctive and Declaratory Relief. Except as provided in Section 21(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- (f) Class Action Waiver. YOU AND SOLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- (g) Severability. With the exception of any of the provisions in Section 21(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
22. Dispute Resolution for Entities.
If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively accordingly to the process set forth in Section 21, expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
23. General Terms.
- (a) Reservation of Rights. Solo and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- (b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Solo and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Solo and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Solo’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Solo may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- (c) Notices. Any notices or other communications provided by Solo under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- (d) Waiver of Rights. Solo’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Solo. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
24. Contact Information.
If you have any questions about these Terms or the Services, please contact Solo at:
Solo Global, Inc.
2810 N Church St #78363
Wilmington, DE. 19802-4447