Last Updated: January 1, 2024
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SOLAIRE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE ARBITRATION GENERALLY AND ARBITRATION AGREEMENT SECTION BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS MANDATORY ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE WILL NOT APPLY TO YOU. BUT THE PROVISIONS OF THE GOVERNING LAW AND JURISDICTION SECTION WILL APPLY INSTEAD. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US OR OUR AGENTS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
1. About SOLAIRE
SOLAIRE is a platform that allows users to offer, sell, and buy goods and services in various geographic locations using a variety of pricing formats. SOLAIRE is not a party to contracts for sale between third-party sellers and buyers, nor is SOLAIRE a traditional auctioneer.Any guidance SOLAIRE provides as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. We may help facilitate the resolution of disputes between buyers and sellers but the ultimate responsibility lies on buyers and sellers. Unless otherwise expressly provided, SOLAIRE has no control over and does not guarantee: the existence, quality, safety, or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
SOLAIRE is a platform accessible via website and mobile application (cumulatively, the "App") that connects Buyers and Sellers of certain products (an "Item"), that can result in a purchase of an Item (a "Transaction"). The App also facilitates interactions between Buyers and Sellers to allow individuals to bid on, purchase, trade, and sell non-fungible tokens (the "NFTs") as the digital certification of a physical item. For the avoidance of doubt, reference to "Items" throughout these Terms does include NFTs as they assist in the transfer of the physical item. We provide more in-depth information on registering to use the App and Transactions in the sections below. In offering the App, SOLAIRE acts as an intermediary platform provider to allow users to communicate and connect with each other in connection with the sale and purchase of Items and NFTs. We use third party companies to process payments (the "Payment Processor") by Buyers and to payout funds to Sellers and Buyers and Sellers will be subject to and must comply with the Payment Processor's terms and conditions. To the extent we accept, hold or transmit funds in connection with a listing, we do so through the Payment Processor. SOLAIRE is not involved in the creation of any Items nor does it directly sell or buy any Items, take title or possession of any Items (with the exception of temporary possession as requested or required to fulfill Verification Opt-Ins), or take responsibility for any Items in transit (including any shipment or handling of Items), or ensure the performance of any Items. Buyers are solely responsible for the purchase of and payment for Items that may be available on or through the App and resolving any issues related to the Items. Sellers are solely responsible for all listings of the Items and SOLAIRE is not responsible for any descriptions, photographs, assurances of quality or performance of any Items, or otherwise. Except where prohibited by applicable law, SOLAIRE disclaims any responsibility, duties, and liability arising from, related to, or connected with the Items.
SOLAIRE IS A PLATFORM. SOLAIRE FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER ON THE APP BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF ITEMS OR NFTS OR BETWEEN ANY USERS, UNLESS SOLAIRE IS THE SELLER OF THE ITEM AND ITS ASSOCAITED NFT.FOR NFT-FACILITATED TRANSACTIONS, YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE NFTS YOU PURCHASE THROUGH THE APP. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, SOLAIRE MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF NFTS ON THE APP.YOU SHOULD PROTECT YOURSELF AT ALL TIMES, USE YOUR BEST JUDGMENT AND TAKE GREAT SAFETY PRECAUTIONS WHEN MEETING OR INTERACTING WITH OTHER USERS, WHETHER ON THE APP OR IN PERSON. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAFETY AND ANY INTERACTION YOU HAVE WITH ANY OTHER USER.
2. Using SOLAIRE
You must be at least 18 years old in order to create an Account or use the App. By using the App, you represent and warrant that you are at least 18 years of age, and meet all of the eligibility requirements of these Terms. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and provisions of these Terms, you must stop using the App immediately.
In connection with using or accessing our APP you agree to comply with these Terms, our policies, and all applicable laws, rules, and regulations, and you will not:
- Breach or circumvent any laws, regulations, third-party rights or our systems, APP, policies, or determinations of your account/wallet status;
- Use our APP if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our APP, or are a person with whom transactions are prohibited under economic or trade sanctions;
- Fail to pay for items purchased by you, unless you have a valid reason as set out in an SOLAIRE policy, for example, where the seller has materially changed the item's description after you bid;
- Fail to deliver items sold by you, unless you have a valid reason as set out in a SOLAIRE policy;
- Manipulate the price of any item or interfere with any other user's listings;
- Take any action that may undermine the escrow system;
- Create listings, post, or upload content in inappropriate categories or areas;
- Engage in gambling;
- Post false, inaccurate, misleading, deceptive, defamatory, libelous, or illegal content;
- Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- Distribute viruses or any other technologies that may harm SOLAIRE or the interests or property of users;
- Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our APP for any purpose, except with the prior express permission of SOLAIRE;
- Circumvent any technical measures used to provide our APP;
- Interfere with the functioning of our APP, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
- Export or re-export any SOLAIRE application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
- Infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to SOLAIRE. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to SOLAIRE or someone else;
- Infringe any Intellectual Property Rights that belong to third parties affected by your use of our APP or post content that does not belong to you;
- Commercialize any SOLAIRE application or any information, data, or software associated with such application, except with the prior express permission of SOLAIRE;
- Harvest or otherwise collect or use information about users without their consent.
If we believe you are violating our policies, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account/wallet features, application of fees, and recovery of expenses for policy monitoring and enforcement. Also, as provided below in the Fees and Taxes section, if we believe you are violating our policy on, you may be charged final value fees.
Additionally, we reserve the right to refuse, modify, or terminate all or part of our APP to anyone for any reason at our discretion.
3. Policy Enforcement
When a buyer or seller issue arises, we may consider the user's history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our APP to anyone, or to terminate this agreement with anyone, for any reason at our discretion.
4. Fees and Taxes
The fees we charge sellers for using our APP to sell goods and services are listed on our FAQ pages. We may change our selling fees from time to time by posting the changes on the SOLAIRE site fourteen (14) days in advance.
If you are a seller, you are liable for fees arising out of all sales made using some or all of our APP, even if sales terms are finalized or payment is made outside of SOLAIRE. You as a buyer must have a payment method on file when using our APP. Seller must pay all fees and applicable taxes associated with your use of our APP.
5. Listing Conditions
When listing an item for sale on our APP, you agree to comply with SOLAIRE's Terms and Policies, and also agree that:
- You assume full responsibility for the item offered and the accuracy and content of the listing, including listing content created using tools offered by SOLAIRE or third parties such as translation, image editing, and generative artificial intelligence tools,
- Your fixed-price listing will remain active until the item is sold or the listing is removed by you.
- The content you provide complies with all of our policies.
- You agree that we may display the sales and performance history of your individual listings to buyers.
- Artificial intelligence-based tools may be used to provide you with content; availability and accuracy of these tools and content are not guaranteed.
- You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or if the product poses a health or safety hazard as specified by any governmental agency. SOLAIRE has no responsibility or liability for the safety or performance of any product that you list or sell using our APP, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of, any product you list or sell using our APP,
- SOLAIRE may publish and promote your listings, including related content such as product descriptions, product images and terms of sale on the platform or in the applications, services, and tools of SOLAIRE.
6. Purchase Conditions
When buying an item using our App, you agree to the Terms and Policies, and that:
- You are responsible for reading the full item listing before making a bid or offer, buying, or committing to buy.
- You enter into a legally binding contract to purchase an item when you buy the item, commit to buy the item, your offer for the item is accepted, you have the winning bid for the item, or your bid for the item is otherwise accepted, regardless of when payment is due or received.
- For motor vehicles and real estate, a bid or offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's item and does not create a formal contract between the buyer and the seller.
- We do not transfer legal ownership of items from the seller to you.
- Utah Code Annotated § 70A-2-401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise.
7. International Buying and Selling
Given the nature of SOLAIRE's global platform, listings may be viewed and purchased by, and shipped to, buyers around the world if you opt for international shipping. Our App is accessible internationally. We offer certain programs, tools, and experiences of particular interest to international sellers and buyers, such as estimated local currency conversion. If, as a seller, you do not want your item to be sold to buyers internationally, you can exclude countries or regions you don't want to ship to by adjusting your shipping preference on the item listing. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms and Policies. You represent and warrant that such content is accurate, appropriate, and legal. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms and Policies, does not and will not infringe any Intellectual Property Rights of any third party. SOLAIRE takes no responsibility and assumes no liability for any content provided by you or any third party.The name "SOLAIRE" and other SOLAIRE marks, logos, designs, and phrases that we use in connection with our App are trademarks, service marks, or trade dress of SOLAIRE in the U.S. and other countries. They may not be used without the express written prior permission of SOLAIRE.
9. Holds and Restricted Funds
To protect SOLAIRE from risk of liability for your actions as a seller, SOLAIRE Payments Entities (as defined below) may restrict access to your funds as described below.
In order to use our services, you must register and accept these Terms and Policies. If you reside in the EEA, the United Kingdom, or Switzerland, your submission of your Managed Payments online registration application constitutes your offer to conclude this agreement.
Managed Payments Limitations
SOLAIRE does not manage payments for Offline Payment Methods. Offline Payment Methods are not visible or protected by SOLAIRE; additionally, we will not assist buyers or sellers with payment disputes (such as chargebacks) in connection with Offline Payment Methods.
Returns and Cancellations; Refunds
If your buyer is entitled to a refund for a return or cancellation for a Managed Payments transaction, based on an agreement between you and the buyer or according to SOLAIRE’s policies regarding such transaction, you authorize us to pay to the buyer the corresponding refund amount on your behalf.
If we have acted with reasonable precautions and/or in accordance with our legal obligations, we are not liable for any unauthorized, incorrectly, unexecuted, or delayed payment transactions when such issues were caused by abnormal and unforeseeable circumstances beyond our control.
In instances where we are required to collect your signature to meet anti-money laundering and/or other legal requirements, we may (where not prohibited by applicable law) treat your acceptance of these Terms and Policies as the equivalent of you providing us your signature.
Collection of Fees and Other Amounts You Owe
You authorize us to collect from you any amounts you owe us, our Affiliates (in particular the Affiliate which provides the SOLAIRE services to you), or third parties who, as separately authorized by you, provide services to you in connection with your use of the SOLAIRE Services (such as third party platform or shipping carrier), under these Terms and Policies (referred to as “Owed Amounts”).
Owed Amounts typically include the following:
- SOLAIRE platform fees;
- Royalties owed to the originator/maker of the item;
- Amounts owed from “Returns and Cancellations;
- Refunds”, “Disputes” or “Fines, Penalties and Losses”;
- Taxes or other charges related to your use of our or our Affiliates’ services, if applicable and required by law;
- and Amounts we incorrectly settled to you due to a payment processing error or otherwise.
10. Account and User Information Protection
It is your responsibility to protect your personal data and maintain the confidentiality of your User Information. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or User Information, or any unauthorized breach of your Account or User Information.
You also acknowledge that your Account and User Information is personal to you and agree not to allow any other person to access the App or any portion of it using your User Information. In the event you share your Account or User Information with others, you do so at your own risk and still are liable for all use of your Account and User Information, even if such use was not authorized.
11. Unauthorized Use of Your Account
SOLAIRE will not be liable for any direct or indirect loss that you may incur as a result of someone else using your Account or User Information, either with or without your knowledge. To the extent allowable by law, you shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable legal fees for your failure to safeguard your User Information and/or promptly notify SOLAIRE about unauthorized use of your Account or breach of your Account information or passcode.
12. No Guarantee of Access
We reserve the right to withdraw or amend the App, and any feature or material we provide as part of the App, in our sole discretion without notice. In addition, the App may automatically be upgraded and updated without notice to you. We will not be liable if for any reason if all or any part of the App is unavailable at any time or for any period.
13. Use and Access Restrictions
We reserve the right to refuse the use of, or access to, the App to anyone, for any reason, at any time. From time to time, we may restrict access to the App, or any portion thereof, to Users, including registered Users. In addition, in accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary, if applicable, to utilize the App. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the App. You may terminate this Agreement by simply discontinuing use of the App.
14. Your Responsibilities Before and After Termination
SOLAIRE has no obligation to retain or provide you with copies of your Account Information (as defined below), User Information, or otherwise. "Account Information" is an encompassing term that is meant to include your User Information as well as Transaction history, Items listed for Transactions, conversations with other Users, if and when such functionality becomes available on the App, Payment Account information and similar information concerning the App and your App usage. This list is meant to be illustrative and not exhaustive. SOLAIRE shall not be liable to you for any deletion, loss, corruption or withholding of your Account Information or User Information. You are solely responsible to copy and maintain all Account Information and User Information contained in your Account and Profile.
In the event that you wish to remove yourself from the SOLAIRE platform, you may export your keys and manage your account solely yourself in its entirety. SOLAIRE is no longer liable or responsible for the loss of your account.
15. Use Requirements
You agree that you will not (and will not encourage or enable another User or third party to):
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;
Use the App for any unlawful purpose or for the promotion of illegal activities;
Use the App to, or to attempt to, harass, abuse, or harm another person or group;
Provide others with access to or use of your Account, or use the Account or any other User's Account without permission;
Provide false or inaccurate information in the App or in your Account, including making any false representations with respect to whether you are using the App for personal, family or household purposes, or for business purposes;
Use the App for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Make any automated use of the App, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on the App;
Use any manual process to monitor or copy any of the material on the App or for any other unauthorized purpose without our prior written consent;
Copy, adapt, modify, create derivative works of, distribute, sell, or lease any part of the App or materials we provide as part of the App;
Attempt to decipher, decompile, disassemble, extract or reverse engineer any source code of or any software used to provide the App, unless applicable laws prohibit these restrictions, or you have our written permission to do so;
Use any software, technology, or device to scrape, spider, or crawl the App or harvest or manipulate data;
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Bypass any measures we take to restrict access to the App;
Use the App to solicit sales outside of the App or to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Engage in market manipulation, for example the creation and use of multiple accounts in an effort to create the appearance increased demand for an Item or an NFT;
Use the App for the distribution or sale of counterfeit, unauthorized, stolen, B-grade, or similar non-authentic Items or NFTs;
Distribute or sell counterfeit, unauthorized, stolen, B-grade, or similar non-authentic Items or NFTs;
Engage or assist in any activity that violates any law, statute, ordinance, by-law, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") and any similar laws in any other jurisdiction, or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the App);
Use the App to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an initial coin offering (ICO) or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts;
Fabricate in any way any Transaction or process related thereto;
Place misleading bids or offers;
Disguise or interfere in any way with the IP address of the computer you are using to access or use the App or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the App;
Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
Violate any applicable law or regulation;
Encourage or enable any other individual to do any of the foregoing; or
Otherwise interfere or attempt to interfere with the proper functioning of the App.
SOLAIRE is not obligated to monitor access to or use of the App or to review or edit any content. However, we have the right to do so for the purpose of operating the App, 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 (as defined below), 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 App. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on the App is prohibited. If you have reason to believe that an asset listed on the App was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being cancelled, your assets being hidden, or your Account being suspended from the App.
Unauthorized use may result in criminal and/or civil prosecution under federal, provincial or state, and local law. If you become aware of misuse of our App, please contact us.
16. Your Rights to Use the Apple
Subject to these Terms, we hereby grant you a limited, revocable, personal, non-sublicensable, non-transferable, and non-exclusive license to access and use the App. You will use the App in full compliance with all applicable laws and regulations with regard to your use of the Apps, including all applicable laws.
If you breach any of these Terms, SOLAIRE reserves the right to withhold products and services. No right, title, or interest in or to the App, or any content on the App is transferred to you.
We reserve all rights that are not expressly granted to you under these Terms.
17. User Interactions
SOLAIRE has built the App in order to provide Users with the ability to connect with other Users to coordinate Transactions. The degree to which Users may interact and know each other's identity or identifying information and the degree to which SOLAIRE helps facilitate User interactions may vary from time to time.
SOLAIRE does not conduct criminal background or identity verification checks on the Users or otherwise inquire into the background of its Users. SOLAIRE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF USERS. SOLAIRE RESERVES THE RIGHT TO CONDUCT—AND YOU AUTHORIZE SOLAIRE TO CONDUCT—ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS, AND YOU AGREE THAT ANY INFORMATION YOU PROVIDE MAY BE USED FOR THAT PURPOSE.
SOLAIRE strives to encourage a respectful User experience on the App. We encourage you to take steps to help you stay safe when meeting or interacting with other Users, whether on the App or in person, such as not sharing your financial information or sending money directly to other Users, protecting your personal information when communicating with other Users, and reporting all suspicious and offensive behavior or any concerns through the User reporting tool in the App and/or by contacting SOLAIRE.
SOLAIRE is not responsible for the conduct of any User on or off the App. You agree to use caution in all interactions with other Users in the App and in person, including when meeting with other Users in person to pick up or hand off a purchased Item.
SUBJECT TO APPLICABLE LAW AND AS FURTHER PROVIDED IN THESE TERMS, SOLAIRE IS NOT AND SHALL NOT BE LIABLE FOR, AND YOU HEREBY RELEASE AND HOLD HARMLESS SOLAIRE FROM, ANY AND ALL DIRECT OR INDIRECT LOSS, DAMAGE, HARM, INJURY, OR CLAIMS THAT ARISE FROM OR ARE RELATED TO USER INTERACTIONS, ENGAGEMENTS, OR OTHER USE OF THE APP.
18. User Legal Compliance
We require that Users comply with all applicable laws regarding Transactions, which may include licensing, business registration and other similar requirements and obligations. It is solely the responsibility of each User, and not of SOLAIRE, to determine which laws are applicable to them and ensure that they are in compliance with such laws and that they have all necessary rights and licenses to buy and sell the Items. You acknowledge and agree that the use, listing, auctioning, purchase, distribution, promotion, advertising, and sale of certain Items are subject to federal, provincial or state, and local regulations, including, but not limited to, firearms, knives, recalled products, children's products, alcoholic beverages, cannabis, tobacco, food and drug products, medical devices, cosmetics, natural health products, coins, and currency. You expressly represent that you shall comply with all applicable federal, provincial or state, and local laws, statutes, ordinances, by-laws, and regulations relating to your use, listing, auctioning, purchase, and distribution, promotion, advertising, and sale of any Items through the App (hereinafter, the "Regulations"). You shall at all times defend, indemnify and hold SOLAIRE, its parent, subsidiaries, affiliates, and its and their respective shareholders, members, partners, officers, directors, employees, agents, joint venturers, and successors and assigns, harmless from, and against, all causes of action, suits, claims, demands, judgments, liabilities, direct or indirect losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable legal fees) of any nature or kind, arising under or resulting from: (i) your use, purchase, listing, or distribution of any Items in violation of any Regulations; (ii) your use of the App in connection with the purchase of Items subject to any Regulations; and (iii) your alleged or actual violation or breach of any Regulations.
Please Note: While we require all Users to comply with applicable law, we make no effort to verify or ensure such compliance and we do not guarantee that (i) the App complies with applicable laws; (ii) Users will be in compliance with applicable laws while using the App; or (iii) transactions occurring through the App comply with applicable laws. Except where prohibited by applicable law, we hereby disclaim all liability for any claims arising from, in connection with or relating to (i) the App's compliance with applicable laws; (ii) a User's compliance with applicable laws while using the App; or (iii) whether transactions occurring through the App are in compliance with applicable laws. Except where prohibited by applicable law, you hereby remise, release and forever discharge SOLAIRE and the SOLAIRE Representatives of and from any and all claims whatsoever which you ever had, now have or may hereafter have, whether at common law, in equity, by statute or otherwise, whether now known or unknown, arising from, in connection with or in respect of (i) whether the App complies with applicable laws; (ii) whether a User's is in compliance with applicable laws while using the App; or (iii) whether transactions occurring through the App are in compliance with applicable laws.
At this time, it is free to create an Account and use the App. However, Sellers are required to pay fees related to Transactions. These fees are outlined on our FAQ which may be updated or amended from time to time. Due to the presence of these potential fees, Users may be required, upon registering their Account, to enter a desired payment method as prompted ("Payment Method").You authorize SOLAIRE and/or its Billing Agent to bill you in a manner consistent with its fee structure as indicated. Fees and charges that are due as a result of a Transaction are automatically billed to your Payment Method upon a Transaction.
20. Current Payment Information
You must provide SOLAIRE with current payment information upon first resale listing, change of payment information, and at SOLAIRE 's request. You are solely responsible for maintaining and updating your payment information. SOLAIRE is not liable for any non-sufficient funds or other charges incurred by you as a result of such attempts to charge, and/or place holds on, your Payment Method.
21. Billing Authorization
The following shall apply if you sign up for an Account:
- You authorize SOLAIRE and/or any other company that bills for products or services, or acts as billing agent for SOLAIRE ("Billing Agent") to charge and/or place a hold on your Payment Method for any charges or fees related to your use of the App.
- You authorize SOLAIRE and/or Billing Agent to charge and/or place a hold on your Payment Method for any charges related to your use of the App.
- You authorize the party that issued your Payment Method to pay any amounts described herein without requiring a signed receipt, and you agree that your acceptance of these Terms is authorization to the issuer to pay all such amounts.
- You authorize SOLAIRE and/or its Billing Agent to continue to attempt to charge your Payment Method for all amounts described herein, or any portion thereof, until such amounts are paid in full.
If the Payment Method on file is declined or otherwise rejected for any fee or membership charge, the User shall have 7 days to provide updated information and payment. Failure to cure the within the 7-day grace period may, at SOLAIRE's sole discretion, result in termination of the transaction without a refund. If a User wishes to continue with a subsequent sale after the failure to pay a fee, they will be required to satisfy any debts owed to another User or to SOLAIRE before a new transaction can be attempted.
Sellers may list an Item for sale in the App. By listing an Item in the App, Sellers create a binding offer to sell that particular Item at a specified price ("Listing Price"). When a Listing Price aligns with a Buyer's specified buying price (an "Offer"), the App processes an automatic purchase Transaction. Buyer's Payment Method is immediately charged the total amount of the Transaction, which includes the purchase price plus all applicable fees. Upon the occurrence of a Transaction, Seller ships the Item to Buyer at the seller’s own cost. Within 30 days of the Buyer's receipt of the Item(s) or upon Buyer’s confirmation of the order (whichever is sooner), the applicable purchase price, less any applicable fees and royalties payable by the Seller, will be transferred to the Seller via the Payment Processor (a "Payout Transaction"). The amounts available for Payout Transactions may be reflected on the App as the Seller's SOLAIRE Account Balance. It is your responsibility to ensure that all information provided is accurate for a proper transfer. SOLAIRE may be unable to recover money transferred to an improper account based on the information provided by Users. Seller shall be responsible for the cost of fees charged by the Payment Processor for transfers, and Seller should review the Payment Processor's terms and services as rates are subject to change and beyond the control of SOLAIRE. Sellers will be subject to and must comply with Payment Processor's terms and conditions.
23. Bidding, Buying and Conditions of Sale
The rules for how bids are accepted, bid increments, bid retraction and cancellation, the conditions the Buyer must meet to purchase an item, as well as the specific conditions of sale change for each Auction at the sole discretion of the Seller. Seller acts as an auctioneer and makes the sole, final determination concerning bidding on the Item, the sale of the Item, and the resolution of any disputes; provided that SOLAIRE reserves the right to interfere an Auction if it determines in its reasonable discretion that a bid was made in error.
24. Seller Responsibilities for Item Transactions:
A Transaction occurs when a Listing Price and an Offer align, or the highest bidding of an auction. Upon a Transaction, Sellers are responsible to ship the Item in accordance with SOLAIRE’S policy, which is subject to change, and is available at all times on the FAQ.
Sellers are responsible for the accuracy of an Item's description. Sellers are required to ensure that the Item matches exactly the image that is displayed on the App, and that the described condition of the Item is a true and accurate description of the condition of the Item.
SOLAIRE has no obligation to return Items that do not conform to the Seller's description, and Seller is responsible for any fees associated with any return or disposal of the Item(s). SOLAIRE has no obligation to return any Item that is deemed counterfeit, unauthentic, stolen, unauthorized, b-grade, or similar, but rather, SOLAIRE may report those Items over to the proper authorities, and Seller is responsible for any fees associated with this action.
24. Buyer Responsibilities for Item Transactions:
When a Buyer places an Offer or bids for an auction, the Buyer is responsible for the completion of payment of the Transaction amount, including all additional fees and Taxes. More information regarding fees and Taxes can be found in our FAQ. Upon a Transaction, a Buyer authorizes SOLAIRE to charge Buyer's Payment Method. Buyer is responsible for updating Payment Method information as necessary to ensure sufficient funds and accurate information that will allow the satisfaction of payment obligations arising from a Transaction.
25. SOLAIRE Responsibilities for Item Transactions
Seller will ship the Item directly to the Buyer at Seller’s own expense. SOLAIRE, through the Payment Processor, will issue payment to Seller within a number of days indicated on the FAQ of the date of Buyer's confirmation of the order or within 30 days of the item’s delivery – whichever one is sooner. In the event that a Buyer disputes the Item for any reason of which cannot be resolved directly with the Seller, SOLAIRE may, at its sole discretion, delay the distribution of payment, request the Item be returned to the Seller, or issue a refund to the Buyer. This list of actions is meant to be illustrative rather than exhaustive.
27. Taxes Generally
You are solely responsible for all costs incurred by you in using the App and determining, collecting, reporting and paying all applicable Taxes. In certain jurisdictions SOLAIRE may be required to remit certain sales Taxes with respect to your sales in that jurisdiction to the applicable governmental agency on its own return. In such cases, SOLAIRE shall collect and/or retain any such applicable taxes and remit such taxes to the applicable governmental agency. As used herein, "Tax(es)" means the taxes, duties, levies, tariffs, and other governmental charges that may be required by applicable law to be paid, collected and/or remitted to governmental agencies, and other similar municipal, provincial or state, federal and national indirect or other withholding and personal or corporate income taxes. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our App and the sale of Items or NFTs, as applicable. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the App. We reserve the right to report any activity occurring using the App to relevant tax authorities as required under applicable law.
All fees and other amounts payable to SOLAIRE are exclusive of any applicable sales taxes, and you are responsible for paying any applicable sales taxes in addition to such fees or other amounts.
28. Intellectual Property Ownership
SOLAIRE and its licensors are the sole owners of all right, title, and interest in and to the App, including all software and technology therein, as well as any and all intellectual property rights arising therefrom or existing therein. Except as otherwise provided herein or as authorized in writing by SOLAIRE, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products, materials, or services obtained from the App. If you wish to make any use of material provided as part of the App other than as set out in these Terms, please contact SOLAIRE directly.Any use of the App not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. We reserve all rights that are not expressly granted to you under these Terms.
29. Cooperation with Law Enforcement
Without limiting any term or provision of these Terms, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Items on or through the App. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
30. Assumption of Risk
You agree and acknowledge the world is a dangerous place and you must use a great deal of care and caution in all interactions with other Users, whether such interactions occur by phone call, electronic communication outside of the App, or in-person interactions. In the event that Users interact on the App, SOLAIRE encourages all Users to take proper precautions. Except where prohibited by applicable law, we hereby disclaim all liability for any claims arising from, in connection with or relating to your communication with another User on, through, or while using the App. Except where prohibited by applicable, you hereby remise, release and forever discharge SOLAIRE and the SOLAIRE Representatives of and from any and all claims whatsoever which you ever had, now have or may hereafter have, whether at common law, in equity, by statute or otherwise, whether now known or unknown, arising from, in connection with or in respect of your communication with another User on, through, or while using the App. If the identity of another User is discovered and leads to an interaction that either User considers inappropriate for any reason, SOLAIRE encourages the User to contact us directly.
BY USING THE APP AND ENTERING INTO A TRANSACTION YOU ARE ACKNOWLEDGING THAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH USING THE APP AND ENTERING INTO A TRANSACTION.
31. No Warranties
THE APP, AND ANY CONTENT OR INFORMATION THEREIN, INCLUDING USER CONTENT, NFTS AND ASSOCIATED NFT CONTENT, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY SOLAIRE IS PROVIDED "AS IS," WITHOUT WARRANTY OR CONDITION OF ANY KIND. FOR CERTAINTY, WE DO NOT REPRESENT OR WARRANT THAT THE APP OR ANY TRANSACTIONS THAT OCCUR USING THE APP COMPLY WITH APPLICABLE LAWS. EXCEPT FOR ANY SPECIFIC WARRANTIES OR CONDITIONS PROVIDED OR AS OTHERWISE REQUIRED OR PERMITTED BY LAW, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOLAIRE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS REGARDING THE APP, USER CONTENT, THE USE OR PERFORMANCE OF THE APP, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY SOLAIRE. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE APP (INCLUDING ANY CONTENT AND INFORMATION THEREIN), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY SOLAIRE, SOLAIRE EXPRESSLY DISCLAIMS ALL WARRANTIES CONDITIONS OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SOLAIRE MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE APP, USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY SOLAIRE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE APP OR FROM ANY USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY SOLAIRE.SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTIES OR CONDITIONS AND IN SUCH CASES THE DISCLAIMERS CONTAINED HEREIN MAY NOT APPLY TO YOU.SOLAIRE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT INFORMATION, INCLUDING, BUT NOT LIMITED TO, WHETHER SUCH INFORMATION IS UP-TO-DATE. SOLAIRE HAS NO DUTY OR RESPONSIBILITY TO ENSURE THAT A USER HAS PROVIDED A VALID AND PROPER PAYMENT METHOD TO CONDUCT A TRANSACTION, OR TO DETERMINE IF A USER'S PAYMENT INSTRUMENT IS IN GOOD STANDING AND SUFFICIENT TO CONDUCT A TRANSACTION. USERS UNDERSTAND THAT THEY MAY INCUR FEES AND/OR CHARGES AS A RESULT OF SOLAIRE TRANSACTIONS UNDER THE TERMS OF AGREEMENTS WITH PAYMENT INSTRUMENT ISSUERS, OR SOLAIRE MAY BE UNABLE TO FACILITATE SOME TRANSACTIONS.THE APP MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE APP AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE APP CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
32. Disclaimers of Liability
IN NO EVENT SHALL SOLAIRE BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA, OR PUNITIVE DAMAGES, HOWEVER ARISING.
SOLAIRE SHALL NOT BE RESPONSIBLE TO YOU OR ANY OTHER PARTY FOR ANY LIABILITY OR DAMAGES ARISING FROM OR IN RELATION TO YOUR USE OF THE APP, WHETHER ARISING FROM A TRANSACTION, USER CONTENT OR OTHERWISE, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY SOLAIRE; THIS DISCLAIMER INCLUDES ANY AND ALL LIABILITY AND DAMAGE ARISING FROM HARM OR DIRECT OR INDIRECT LOSS TO YOU, YOUR ITEM(S), YOUR REAL OR PERSONAL PROPERTY. ADDITIONALLY, SOLAIRE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSSES ARISING FROM ANY SUSPENSION OR TERMINATION OF YOUR ACCOUNT, INABILITY TO ACCESS YOUR ACCOUNT OR USER CONTENT, ABILITY TO USE THE APP, OR ANY FAILURE, ERROR, OMISSION, INTERRUPTION, OR DEFECT OF THE APP.
WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY CLAIMS ARISING FROM, IN CONNECTION WITH OR RELATING TO THE APP'S COMPLIANCE WITH APPLICABLE LAWS OR YOUR COMPLIANCE WITH APPLICABLE LAWS WHILE USING THE APP, INCLUDING YOUR COMPLIANCE WITH APPLICABLE CONSUMER PROTECTION LAWS AS A SELLER OF ITEMS TO CONSUMERS THROUGH THE APP.
WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR APP IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.
SOLAIRE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE APP, INCLUDING BUT NOT LIMITED TO ANY DIRECT OR INDIRECT LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO THE APP; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
IF YOU ARE IN ANY WAY CONCERNED ABOUT ANOTHER USERS' SUITABILITY FOR THIS APP, PLEASE LET US KNOW IMMEDIATELY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AND IN SUCH CASES SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN MAY NOT APPLY TO YOU.
33. User Disputes
ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER USER IS TO BE RESOLVED BY YOU AND SUCH USER. SOLAIRE HAS NO RESPONSIBILITY TO RESOLVE ANY USER DISPUTE AND, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH USER DISPUTE. AS SUCH, YOU HEREBY RELEASE SOLAIRE FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES AND DIRECT OR INDIRECT LOSSES OF EVERY KIND ARISING FROM ANY USER DISPUTE.
34. Limitation of Liability
SOLAIRE'S LIABILITY TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (EVEN IF A FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO SOLAIRE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY; PROVIDED THAT IF YOU HAVE PAID NO SUCH AMOUNTS, SOLAIRE'S MAXIMUM LIABILITY TO YOU SHALL BE THE GREATER OF USER'S TOTAL FEES TO SOLAIRE FOR THE 12 MONTHS PRIOR TO THE CLAIM OR $100.00 USD.
35. Indemnification by You
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SOLAIRE AND ITS AFFILIATES (INCLUDING ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS) FROM AND AGAINST ANY AND ALL LIABILITIES, COSTS, EXPENSES, DIRECT OR INDIRECT LOSSES, OR OTHER AMOUNTS (INCLUDING REASONABLE LEGAL FEES) INCURRED BY SOLAIRE THAT ARISE FROM ANY CLAIM, DEMAND, OR CAUSE OF ACTION RELATING TO (1) YOUR USE OF THE APP, INCLUDING WITH RESPECT TO ANY TRANSACTION IN WHICH YOU ARE INVOLVED, (2) OUR USE OF YOUR ACCOUNT INFORMATION, (3) YOUR DISPUTES WITH OTHER USERS, (4) ANY OTHER USER'S ACTIONS OR OMISSIONS, AS THEY RELATE TO YOU, (5) YOUR BREACH OF THESE TERMS, (6) YOUR BREACH OF THE OTHER POLICIES, (7) YOUR MISUSE OF THE APP, (8) YOUR VIOLATION OF ANY LAW, (9) YOUR USER CONTENT, OR (10) YOUR VIOLATION OF ANY OTHER USER'S OR THIRD PARTY'S RIGHTS.AS STATED THROUGHOUT, EXCEPT WHERE PROHIBITED BY APPLICABLE, SOLAIRE SHALL NOT BE LIABLE, AND SHALL BEAR NO LIABILITY, IN CONNECTION WITH ANY TRANSACTION. SOLAIRE DOES NOT BUY OR SELL ITEMS AND IS NOT A PARTY TO THE AGREEMENT OF PURCHASE AND SALE OF ITEMS OR NFTS BETWEEN BUYERS AND SELLERS. ANY TRANSACTION IN WHICH A SOLAIRE REPRESENTATIVE IS ACTING AS A USER SHALL BE CONSTRUED AS A USER TO USER TRANSACTION AND NOT AS A TRANSACTION INVOLVING SOLAIRE. ANY DAMAGES OR LIABILITIES THAT ARISE FROM OR IN CONNECTION WITH A TRANSACTION WILL BE YOUR SOLE RESPONSIBILITY.
36. Limitation on Time to File Claims
YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO OR ARISING OUT OF YOUR USE OF THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
37. Force Majeure
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW , SOLAIRE SHALL HAVE NO LIABILITY FOR DELAYS OR FAILURE TO MEET RESPONSIBILITIES FROM ANY CONDITION OR EVENT THAT IS BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION, ACTS OF TERRORISM, ACTS OF NATURE INCLUDING EARTHQUAKES, FIRE, FLOOD, OR OTHER ACTS OF GOD; OR LABOR CONDITIONS. THIS LIST IS MEANT TO BE ILLUSTRATIVE AND IS NOT EXHAUSTIVE.
38. Arbitration Agreement
Except as prohibited by law and subject to any right you have to bring a claim against SOLAIRE in small claims court in the county or province in which you reside, or in Delaware, USA, you agree and acknowledge that the exclusive means for resolving any dispute or claim arising from the Terms or your use of the App ("Dispute") shall be binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Any action to enforce an arbitration decision, including any proceeding to confirm, modify, or vacate an arbitration decision, may be commenced in any court of competent jurisdiction, pursuant to the Governing Law and Jurisdiction section below. As limited exceptions, you and SOLAIRE may seek to resolve a Dispute in small claims court if it qualifies; and (ii) you and SOLAIRE each retain the right to seek injunctive, interlocutory or other equitable relief from a court to prevent (or enjoin) the infringement, passing off or misappropriation of your or our intellectual property rights. Subject to the foregoing, 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.
You can decline the provisions of this Arbitration Agreement within 30 days of accepting these Terms by contacting SOLAIRE directly. Your opt out email must include your name and a statement manifesting your intent to opt out of the arbitration provisions of this Arbitration Agreement.
By agreeing to arbitration under the Rules (as defined below), you agree that the arbitrator, and not any federal, provincial or state, or local court or agency, shall have the exclusive power to rule on the interpretation, applicability, and enforceability of the Arbitration Agreement, as well as on all substantive and procedural claims involved in the Dispute.
All arbitration shall be conducted by a neutral arbitrator under the Consumer Arbitration Rules ("Rules") of the American Arbitration Association ("AAA"). 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 legal 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 legal fees and expenses to the extent provided under applicable law. Subject to the foregoing, each party will be solely responsible for any and all fees incurred by such party in connection with the arbitration.
Unless you exercise your right to an oral hearing, arbitration shall be conducted by written submissions. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claims or disputes to SOLAIRE at the address specified in the Contact Information section of these Terms. If we begin arbitration proceedings against you, we will provide you notice using your User Information. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, except as provided in this Arbitration Agreement. The AAA's Rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879.
YOU AND SOLAIRE AGREE: (I) 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 AND (II) 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 ("CLASS ACTION WAIVER"). If this specific Class Action Waiver is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. Except as set forth herein, if any term or provision of this Arbitration Agreement is held invalid or unenforceable, such term or provision shall be severed from this Arbitration Agreement, and the remainder of the terms and provisions shall remain in full force and effect.
39. Governing Law and Jurisdiction
Unless otherwise prohibited by applicable law, any claim relating to the App shall be governed by the laws of the State of Delaware, without regard to any conflict of law provisions; provided, however, that the Arbitration Agreement above shall be governed by the Federal Arbitration Act. In the event that any or all of the arbitration provision is held to be unenforceable, any litigation against SOLAIRE may be commenced only in the federal or state courts located in Delaware, USA. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
40. Contact Information
THE SPOT ROOM INC. d/b/a SOLAIRE is the official legal name of SOLAIRE, and we are a Delaware corporation. Please send all feedback, comments, requests for technical support, and other communications relating to the App using our contact form. You irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit any feedback or comments you provide to SOLAIRE and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody such feedback or comments, whether in whole or in part, and whether as provided or as modified.
Even if SOLAIRE does not require strict compliance with these Terms in each instance, you are still obligated to comply with these Terms. Our failure to enforce, at any time, any of the provisions, conditions, or requirements of these Terms, or the failure to require, at any time, performance by you of any of the provisions of these Terms, will in no way waive your obligation to comply with any of the provisions of these Terms, or our ability to enforce each and every such provision as written.Any and all waivers by SOLAIRE of any provision, condition, or requirement of these Terms will only be effective against SOLAIRE if it is in writing and signed by an authorized officer of SOLAIRE. No waiver by SOLAIRE of any term or condition set out herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of SOLAIRE to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
42. Links to Third-Party Websites, Applications, Software, or Content
As part of the App, we may provide you with convenient links to third-party website(s) as well as content or items belonging to or originating from third-parties, and the App may also integrate with, or be accessible through, Other Applications including software and services provided by third-parties (collectively, "Third-Party Content"). These links are provided as a courtesy to Users. SOLAIRE has no control over Third-Party Content or the promotions, materials, information, goods or services advertised by or available from Third-Party Content. Such Third-Party Content is not investigated, monitored or checked for accuracy, appropriateness, or completeness by SOLAIRE.We are not responsible for any Third-Party Content posted on, available through or installed from the App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third-Party Content. Our inclusion of, linking to, or permitting the use or installation of any Third-Party Content does not imply approval or endorsement by SOLAIRE. In addition, SOLAIRE disclaims liability for any direct or indirect loss, damage and any other consequence resulting directly or indirectly from or relating to your use or access of Third-Party Content or any information that you may provide or any transaction conducted with or through the Third-Party Content or the failure of any information, software or services posted or offered by such service providers or any error, omission or misrepresentation by such service providers or any computer virus arising from or system failure associated with the Third-Party Content. If you decide to leave the App and access or use any Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party site or application to which you navigate from the App. You may incur charges, such as message and data charges, from your wireless provider for any SMS messages that you send or receive in connection with your use of the App. You agree that you are solely responsible for any such charges.
43. Entire Agreement & Severability
44. Email and Legal Notice
Communications made through SOLAIRE e-mail or other communication channels, if and when available, will not constitute legal notice to SOLAIRE in any situation where notice to SOLAIRE is required by contract or any law or regulation.
45. You Consent to Receive Electronic Communications
46. We May Amend the App and these Terms
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND WILL BE BOUND BY THESE TERMS.