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Terms of service

Effective Date: [September 15, 2022]

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.

Introduction and Overview

Welcome!  These Terms of Service (“Terms”) govern your use of this website, www.solasweet.com and any online service location (e.g., website or mobile app) that posts a link to these Terms (“Site”), and also applies to all features, widgets, plug-ins, applications, content, downloads and other services that are made available through a Site and/or link to these Terms (collectively, the “Service”) and are entered into between you and [Spring Sola, d/b/a Sola, 7026 Old Katy Road, Ste 250 Houston Tx77024] and its subsidiaries and affiliates (collectively “Sola” “we,” “our,” or “us”), regardless of how you access or use it, whether via computer, mobile device or otherwise.  By using the Service, you acknowledge and accept the Service’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy.

If you want to use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations.

Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with the Terms.  Therefore, do not use the Service if you do not agree

  1. Service Content, Ownership, Limited License, and Rights of Others
  2. Content. The Service contains a variety of: (i) materials and other items relating to Sola and its products and services, and similar items from our licensors and other third parties; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Sola (collectively,  “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). 
  3. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by Sola and our licensors and certain other third parties.  All right, title, and interest in and to the Content available via the Service is the property of Sola or our licensors or certain other third parties. 
  4. Limited License. Subject to your strict compliance with these Terms, Sola grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Sola’s sole discretion, and without advance notice or liability.
  5. Rights of Others. In using the Service, you must respect the intellectual property and other rights of Sola and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  Sola respects the intellectual property rights of others. 
  6. Content You Submit and Usage Rules
  7. User-Generated Content.

(i)         General.  Sola may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) messages, text, comments, responses, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”).  Sola may allow you to do this through message boards, content creation tools, contact us tools, e-mail, and other communications functionality.  Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.

(ii)        Non-Confidentiality of Your User-Generated Content.  Except as otherwise described in the Service’s posted Privacy Policy, you agree that (a) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) Sola does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content.  Upon Sola’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms.  You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. 

In your communications with Sola, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below.  In addition, Sola retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials.  Sola’s receipt of your Unsolicited Ideas and Materials is not an admission by Sola of their novelty, priority, or originality, and it does not impair Sola’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii)       License to Sola of Your User-Generated Content.  You hereby grant to Sola, and you agree to grant to Sola, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so.  In order to further effect the rights and license that you grant to Sola to your User-Generated Content, you also hereby grant to Sola, and agree to grant to Sola, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness that may be provided in connection with any User-Generated Content, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2(A)(iii).

(iv)       Exclusive Right to Manage Our Service.  Sola may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Sola may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner.  Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 2(B) below). 

(v)        Representations and Warranties Related to Your User-Generated Content.  Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Sola the rights to it that you are granting by these Terms, all without any Sola obligation to obtain consent of any third party and without creating any obligation or liability of Sola; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Sola’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms, or cause injury or harm to any person. 

(vi)       Enforcement.  Sola has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Sola’s cost and expense, to which you hereby consent and irrevocably appoint Sola as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest). 

  1. Usage Rules. As a user of the Service, the following Usage Rules (“Rules”) are here to help you understand the conduct that is expected of users of the Service. You agree that you will not submit any User-Generated Content that is, in whole or in part, libelous; scandalous; inflammatory; discriminatory; defamatory; false; threatening; vulgar; obscene; pornographic; profane; abusive; harassing; invasive of another's privacy; hateful or bashing; aimed at gender, race, color, sexual orientation, national origin, religious views, or disability; in violation of local, state, national, or international law; or that infringes on, or violates, any right of any party. Additionally, you agree that you will not: (a) submit any User-Generated Content that is an advertisement or solicitation of business; (b) disrupt the normal flow of dialogue or submit any User-Generated Content unrelated to the topic being discussed (unless it is clear the discussion is free-form); (c) post a chain letter or pyramid scheme; impersonate another person; (d) distribute viruses or other harmful computer code; (e) harvest or otherwise collects information about others, including email addresses, without their consent; (f) post the same note more than once or "spamming"; or (g) engage in any other conduct that restricts or inhibits any other person from using or enjoying the Service, or which, in the judgment of Sola, exposes Sola or any of its licensors, partners, or customers to any liability or detriment of any type.
  2. Service and Content Use Restrictions

Sola may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Sola’s sole discretion, and without advance notice or liability.  These Terms include only narrow, limited grants of rights to Content and to use and access the Service.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by Sola and its licensors and other third parties.

  1. Accounts

In order to access or use some (or potentially all) of the features on the Service, you must first register through our online registration process on the Site.  If you are under the age of eighteen (18), then you are not permitted to register as a user or otherwise use the Service or submit personal information to us.  You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer.  You agree to accept responsibility for all activities that occur under your account or password.  Sola reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.  We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. 

  1. Procedure For Alleging Copyright Infringement

If you believe any User-Generated Content accessible on or from the Service infringes your copyright, you may request removal of those materials (or access thereto) from this Site by contacting Sola (address identified below) and providing the following information.

(a)        Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

(b)        Identification of the User-Generated Content that you believe to be infringing and its location. Please describe the Submission, and provide us with its URL or any other pertinent information that will allow us to locate the User-Generated Content.

(c)        Your name, address, telephone number, and (if available) email address.

(d)        A statement that you have a good faith belief that the complained of use of the work is not authorized by the copyright owner, its agent, or the law.

(e)        A statement that the information you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or authorized representative.

(f)         A signature or the electronic equivalent from the copyright holder or authorized representative.

Our address for copyright issues relating to this Site is as follows:  SOLA, 7026 Old Katy Road, Suite 250, Houston, TX 77024

In an effort to protect the rights of copyright owners, Sola maintains a policy for the termination, in appropriate circumstances, of users of this Platform who are repeat infringers.

  1. Notices, Questions and Customer Service

You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Service, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you.  You agree to promptly notify us if you change your e-mail or mailing address.  All legal notices to us must be sent to SOLA,  7026 Old Katy Road, Suite 250, Houston, TX 77024

If you have a question regarding using the Service, you may contact Sola Customer Support by sending an e-mail to hello@solasweet.com or calling our toll-free number at 1-800-277-1486.  You acknowledge that the provision of customer support is at Sola’s sole discretion and that we have no obligation to provide you with customer support of any kind.

  1. Product Specifications; Pricing; Typographical Errors; Refunds

We do our best to describe every product or service offered on this Service as accurately as possible.  However, we are human, and therefore we do not warrant that product specifications, pricing, or other content on the Service is complete, accurate, reliable, current, or error-free.  In the event of any errors relating to the pricing or specifications, Sola shall have the right to refuse or cancel any orders in its sole discretion.  If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge.  Additional terms may apply. 

The terms of the Customer Terms and Refund Policy shall apply to these Terms.

  1. Links By You to the Service

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with Sola or cause any other confusion, and (c) the links and the content on your website do not portray Sola or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Sola.  Sola reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

  1. Third-Party Sites; Advertisements; Dealings with Third Parties
  2. Third-Party Content and Sites; Advertisements. The Service may contain third party plug-ins and/or applications, and/or links to third-party websites that are not owned, controlled or operated by Sola, and the Service may also include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Sola.  Sola may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and Sola does not assume any obligation to review any Third-Party Sites.  Sola does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, Sola is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Sites.  Finally, Sola will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites.  Sola disclaims all liability in connection therewith.
  3. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  Sola disclaims all liability in connection therewith.
  4. Dispute Resolution – Mandatory, Bilateral Arbitration
  5. Please read this carefully. It affects your rights. YOU AND SOLA AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, THE PLATFORM, OR THE SOLA SERVICE SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION OR SMALL CLAIMS COURT. This agreement to arbitrate is intended to be broadly interpreted, and expressly includes claims brought under the Telephone Consumer Protection Act, 47 U.S.C. § 227, or any other statute, regulation, or legal or equable theory. You and Sola hereby agree that the Federal Arbitration Act ("FAA") applies to this agreement to arbitrate, and governs all questions of whether a dispute is subject to arbitration. Unless you and we agree otherwise in writing, arbitration shall be administered by the American Arbitration Association ("AAA"), pursuant to Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes) then in effect (the "AAA's Rules"). However, just as a court would, the arbitrator must honor the terms and limitations in the Agreement and can award damages and relief, including any attorneys' fees authorized by law. The arbitrator's decision and award is final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction.YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SOLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. 
  6. THIS AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE PROCEDURES OR RULES OF THE AAA WOULD. RATHER, YOU AND WE ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS YOU AND SOLA AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY'S CLAIMS WITH ANY OTHER PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.
  7. You and Sola are each are responsible for our respective costs relating to counsel, experts, and witnesses, as well as any other costs relating to the arbitration. Sola, however, will pay for the arbitration administrative or filing fees, including the arbitrator and/or other AAA case management fees ("Administrative Fees"), under the following circumstances: (1) for any Dispute up to $2,500, Sola will pay all Administrative Fees; (2) for any Dispute over $2,500 and up to $5,000, the parties will adhere to the AAA's Costs of Arbitration section of the Consumer Arbitration Rules, however, Fresh Direct will pay all Administrative Fees upon you providing SOLA with a signed written notice indicating the basis for your inability to pay your portion of the Administrative Fees; and (3) for any Dispute over $5,000, the parties will adhere to the AAA's Costs of Arbitration section of the Consumer Arbitration Rules. If the claim is determined by the arbitrator to be frivolous; however, Sola will not pay any portion of your Administrator Fees. Unless you and Sola agree otherwise in writing, the arbitration will take place in the county where your delivery is made.
  8. Notwithstanding the foregoing, either party may bring an individual action in a small claims court for disputes or claims within the scope of such court's jurisdiction. This agreement to arbitrate does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.
  9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, SPRING SOLA LLC and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Sola Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (a) the Service (including the Content and the User-Generated Content); (b) the functions, features, or any other elements on, or made accessible through, the Service; (c) any products, services, or instructions offered or referenced at or linked through the Service; (d)            security associated with the transmission of your User-Generated Content transmitted to Sola or via the Service; (e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to or errors on the Service will be repaired or corrected; (h) whether your access to the Service will be uninterrupted; (i) whether the Service will be available at any particular time or location; and (j) whether your use of the Service is lawful in any particular jurisdiction. 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, SOLA PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, AND QUIET ENJOYMENT.  Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

  1. LIMITATIONS OF OUR LIABILITY

UNDER NO CIRCUMSTANCES WILL ANY SOLA PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to: (a) the Service (including the Content and the User-Generated Content); (b) your use of or inability to use the Service, or the performance of the Service; (c) any action taken in connection with an investigation by Sola Parties or law enforcement authorities regarding your access to or use of the Service; (d) any action taken in connection with copyright or other intellectual property owners or other rights owners; (e) any errors or omissions in the Service’s technical operation; or (f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Sola Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. 

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLA PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID Sola IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY Sola OR A MANUFACTURER OF A PHYSICAL PRODUCT.

  1. Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY SOLA (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF SOLA.

  1. Updates to Terms. These Terms, in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use).  AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted terms of service each time you use the Service (at least prior to each transaction or submission).  In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the home page, and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice.  You can reject any new, revised or additional terms by discontinuing use of the Service and related services.
  2. General Provisions
  3. Sola’s Consent or Approval. As to any provision in these Terms that grants Sola a right of consent or approval, or permits Sola to exercise a right in its “sole discretion,” Sola may exercise that right in its sole and absolute discretion.  No Sola consent or approval may be deemed to have been granted by Sola without being in writing and signed by an officer of Sola. 
  4. Applicable Law. These Terms will be governed by and construed in accordance with, and any Dispute will be resolved in accordance with, the laws of the State of Texas, without regard to its conflicts of law provisions.
  5. Indemnity. You agree to, and you hereby, defend, indemnify, and hold Sola Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Sola Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Sola Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by Sola Parties in the defense of any Claim and Losses.  Notwithstanding the foregoing, Sola Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  Sola Parties reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Sola Party.
  6. Operation of Service; Availability of Products and Services; International Issues. Sola controls and operates the Service from its U.S.-based offices in the U.S.A., and Sola makes no representation that the Service is appropriate or available for use beyond the U.S.A.  If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  The Service may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide.  We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.  You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
  7. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S.A.  No software from the Service may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses).  You are responsible for complying with all trade regulations and laws both foreign and domestic.  Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
  8. Severability; Interpretation. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.  Wherever the word “including” is used in these Terms, the word will be deemed to mean “including, without limitation.”  The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
  9. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically.  Please note that we are not obligated to respond to inquiries that we receive.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 
  10. Investigations; Cooperation with Law Enforcement; Termination; Survival. Sola reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) investigate any information obtained by Sola in accordance with its Privacy Policy in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms, and (vi) discontinue the Service, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.   Any suspension or termination will not affect your obligations to Sola under these Terms.  Upon suspension or termination of your access to the Service, or upon notice from Sola, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.  The provisions of these Terms which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Sola in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
  11. Assignment. Sola may assign its rights and obligations under these Terms in whole or in part, to any party at any time without any notice.  These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Sola. 
  12. No Waiver. Except as expressly set forth in these Terms, (i) no failure or delay by you or Sola in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. 

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