Terms & Conditions

**Solace Shipping Protection Company Terms and Conditions**

 

**This is a binding legal contract between Solace, a limited liability company ("Solace"), and you (together with stores and end users as defined below, each a "User", and collectively "Users"). Users should carefully read these Terms of Use ("Terms of Use") before (1) accessing, using, and/or installing any of Solace's websites, software, and mobile applications and platforms (collectively, the "Sites"), or (2) purchasing any products or services provided by or through the Sites and third-party stores (defined below) (collectively, the "Services"). By accessing, installing, or using the Sites or Services, the User agrees to be bound by these Terms of Use, and be liable to Solace for any noncompliance with these Terms of Use. If the User does not agree to these Terms of Use, as these Terms of Use may be modified from time to time, the User may not use the Sites or Services.**

 

**1. Shipping Protection Service:** Solace allows online stores, merchants, e-commerce platforms, and other commercial enterprises (collectively, "Stores") to install and use the Services for the purpose of providing their customers and users (collectively, "End-Users") shipping protection for select products purchased by the End-User from the Stores. The Services are built as an add-on to a Store’s existing online storefront, allowing Stores to provide End-Users the opportunity to purchase the shipping protection Services for items, merchandise, and products purchased and shipped from the Stores. For the avoidance of doubt, both the Stores and the End-Users expressly acknowledge and agree that (a) the value coverage provided by the Services (including any shipping protection) is not and shall not constitute insurance of any kind whatsoever; (b) in the event of any loss or damages of the products purchased by the End-User, upon final determination by Solace that the product(s) or item(s) purchased by the End-User were, in fact, damaged or lost, with such determination being made in the sole and absolute discretion of Solace, End-User will be provided whichever is lesser in value of the following: (i) full replacement of the products or items purchased by the End User and shipped from the Store, or (ii) up to $1000 of the declared value (defined below) of all of the products or items purchased by the End-User and shipped from the Store; and (c) the shipping protection services contemplated herein shall only be provided to eligible End-Users who have purchased the Services.**

 

**(a) Declared Value:** "Declared Value" shall mean the cost of the product, merchandise, or item as stated by the Store when purchased by the End-User.**

 

**(b) Procedure for Shipping Protection:**

 

**(i) Timely Notice:** Users are required to notify Solace of any damaged products within seven (7) business days from the date of delivery. For lost items, where shipping protection has been purchased, users must provide notification within thirty (30) days, but not earlier than seven (7) days (for international shipments, twenty (20) days) from the date of purchase from the Store. Users and Stores acknowledge and agree that failure to provide timely notice as stipulated herein will result in the User forfeiting any benefits of the shipping protection service, including any potential refund for the purchase of such service. Upon receiving such notice, Solace shall respond as soon as reasonably practicable.**

 

**(ii) Replacement Shipping:** In the event that Solace determines that it will replace a lost or damaged product or item, Solace will determine, in its sole discretion, the method of processing and shipping the replacement product or item.**

 

**(iii) Additional Verification:** Users may be required to provide evidence that subject products or items that were lost, stolen, or damaged, and, for the avoidance of doubt, the determination of whether an item has been lost, stolen, or damaged will be made by Solace, in its sole and absolute discretion. Users agree to provide any additional information or documentation as may be reasonably requested by Solace.**

 

**(iv) Ownership After Shipping Protection Has Been Utilized:** Users and Merchants expressly acknowledge and agree that for any lost, stolen, or damaged products or items for which Solace has approved for the Company’s shipping protection service (whether a product or item has been replaced or for which the User received a refund), such lost, stolen, or damaged products or items will be deemed the property of Solace. Accordingly, User expressly agrees to ship to Solace any (A) damaged products or items, or (B) any previously lost or stolen products or items, if the User comes into possession of such lost or stolen products or items. User further acknowledges and agrees that Solace shall have full authority to take any actions it deems appropriate to track any lost or stolen products or items and in the event Solace comes into possession of such products or items, Solace will be deemed the sole and exclusive owner of such products or items.**

 

**2. Right to Use:** Subject to these Terms, Solace grants (i) Stores a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and make available the Services on its online site for the limited purpose of providing the Services to its customers, and (ii) End-Users a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Sites and Services. The Sites and Services may contain copyrighted material, trademarks, and other proprietary information and materials. Except for content that is in the public domain or content that User has permission to use in connection with User’s use of the Sites and Services and in compliance with these Terms of Service, User shall not copy, modify, publish, transmit, distribute, perform, or display any content, nor shall User sell, license, rent, or otherwise use or exploit any content for commercial use or in any way that violates any third party’s right. Solace may (but is not required to) remove, block, edit, or modify any content in Solace’s sole discretion at any time for any reason or no reason at all and without notice to the User. Solace reserves the right to access, read, preserve, and disclose any information Solace reasonably believes is necessary to satisfy applicable laws or protect the rights, property, or safety of Solace and Solace’s employees, agents, users, and the public.**

 

**3. Use Restrictions:** User shall not: (a) copy, modify, or create derivative works or improvements of the Sites, Services, or Intellectual Property (as defined below); (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Sites, Services, or Intellectual Property to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Sites, Services, or Intellectual Property, in whole or in part; (d) bypass or breach any security device or protection used by the Sites, Services, or Intellectual Property or access or use the Sites, Services, or Intellectual Property other than through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Sites or Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful or malicious code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Sites, Services, Intellectual Property, or Solace’s provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any Intellectual Property or proprietary rights notices from any Sites, Services, or Intellectual Property, including any copy thereof; (h) access or use the Sites, Services, or Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any right, title, or interest of Solace or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other user), or that violates any applicable law; (j) access or use the Sites or Services for purposes of competitive analysis of the Sites or Services, the development, provision, or use of a competing service or product, or any other purpose that is to Solace’s detriment or commercial disadvantage; (k) access or use the Sites or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or (l) otherwise access or use the Sites or Services beyond the scope of the authorization granted under these Terms of Use.**

 

**(a) “Intellectual Property” means any intellectual property of Solace or any third-party licensors in any jurisdiction throughout the world, including, but not limited to: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, uniform resource locators, and e-mail addresses, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith and all applications, registrations, and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and

 

 techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (v) all software, including computer programs, machine-readable instruction sets or data in computerized form, whether in source code, object code, or other form, and all data, databases, and related documentation, (vi) all other proprietary rights, and (vii) all copies and tangible embodiments thereof (in whatever form or medium).**

 

**4. Certain Other Restrictions:** In no event will User disassemble, decompile, or reverse engineer the Sites, Services, or Intellectual Property (as defined below) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (w) converting the Intellectual Property from a machine-readable form into a human-readable form; (x) disassembling or decompiling the Intellectual Property by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (y) examining the machine-readable object code that controls the Intellectual Property’s operation and creating the original source code or any approximation thereof by, for example, studying the Intellectual Property’s behavior in response to a variety of inputs; or (z) performing any other activity related to the Intellectual Property that could be construed to be reverse engineering, disassembling, or decompiling.**

 

**5. Submitted Content:** The Sites and Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and/or other interactive features that may allow User to submit, post, display, publish, or transmit comments, feedback, background information, messages, photographs, audio, videos, suggestions, questions, reviews, and any other related content through the Sites and/or the Services (the “Content”). By submitting the Content, User represents and warrants that: (x) User is the sole author and owner of the Content; (y) User is at least 18 years of age; and (z) the Content supplied by User or an Authorized will not violate these Terms of Use, or any applicable law and will not cause any injury to any person or entity.**

 

**(a) User also represents and warrants that the Content is NOT, as determined by Solace in its sole discretion, any of the following: false, inaccurate, misleading, a violation of any local, state, federal, international, or other applicable law, or otherwise obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity, including as such relates to the harassment, degradation, intimidation, or victimization of an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; an infringement on the rights of others, such as infringements on any patent, copyright, trademarks, trade secret, publicity, or privacy rights; an advertisement, solicitation, or spam link to other websites or individuals, except if such an advertisement or solicitation has been expressly consented to in writing by Solace; a chain letter or pyramid scheme, or part of a chain letter or pyramid scheme; an impersonation of, and does not purport to impersonate, another business, person, or entity, including Solace and its employees and agents; or a virus or other harmful computer code, and does not contain a virus or other harmful code.**

 

**(b) User expressly agrees that all Content submitted to the Sites and Services will not be considered confidential or proprietary and User automatically grants and/or warrants Solace a royalty-free, perpetual, irrevocable, worldwide, fully-paid up, unlimited, and non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate distribute, perform and display the submission and/or the Content in any media or medium, or any form, format or forum whether now known or hereafter developed. User expressly acknowledges that any Content contributed by User may be publicly accessible or viewable.**

 

**(c) User further understands and acknowledges that Solace has the right, but not the obligation, to monitor all Content and any submission made to or on the Sites or the Services. Solace has the right, in its sole discretion and for any reason, to edit, delete, move, or to refuse to post any Content or any other submission to the Sites or the Services. Notwithstanding the foregoing, User is solely responsible for any Content and/or any other submission User makes to or on the Sites or the Services, and User agrees to indemnify Solace for all claims related to or arising from such Content and/or submissions.**

 

**6. Eligibility:** By accessing or using the Services or Sites, User represents and warrants that User (a) has the right, authority, and capacity to enter into Terms of Use, (b) will abide by all of the terms and conditions of these Terms of Use, and (c) is at least 18 years of age. User hereby expressly acknowledges and agrees that User’s eligibility to access and use the Sites and Services shall be contingent on User’s continued compliance with these Terms of Use.**

 

**7. Accounts.** Users may need to sign up for an account with Solace in order to use part or all of the Sites or Services. User must provide accurate and up-to-date information for User’s account, and User further represents and warrants that User has not and will not (i) intentionally impersonate another person or entity by using their name or email address, (ii) use an offensive name or email address, or (iii) use a name or email address for which User does not have proper authorization. Solace reserves the right to require that User change User’s username or use another email address. User is prohibited from using another person’s account or registration information for the Sites or Services without such other person’s permission. User shall be responsible for all activity that occurs on User’s account and for keeping User’s password secure. User shall immediately notify Solace if there is any unauthorized use of User’s account. [User may delete User’s account at any time, either directly or through a request to us.]

 

**10. Use of Stores’ Marks.** During the term of this Agreement, each Store hereby expressly consents to and grants a limited, revocable, non-exclusive, non-transferable, non-sublicensable, fully paid up, royalty-free, worldwide license to Solace to use each Store’s trademarks, trade names, service marks, trade dress, and other marks (collectively “Marks”) and other designations, copyrights (including photographs and other images), data (including product catalogs or user signals), or other materials (collectively “Materials”), including, at Solace's discretion, for the purpose of advertising, marketing, and promoting the Store’s brand and products online or on the Sites. Notwithstanding the foregoing, each Store shall retain all right, title, and interest in and to such Store’s Marks and Materials.

 

**11. Third-Party Software.** The Sites, Services, and Intellectual Property may contain third-party software that requires notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions may be requested from Solace and are made a part of and incorporated by reference into these Terms of Use. By accepting these Terms of Use, User is also accepting the additional terms and conditions, if any, set forth therein.

 

**12. Links to Other Websites & Third-Party Content.** The Sites and Services may contain links to or be linked from other websites and resources located on servers maintained by third parties over which Solace has no control (together with any all websites and applications of the Store, collectively, “Linked Websites”). The Linked Websites are provided for User’s convenience and information only and, as such, User accesses them at its own risk. User agrees and acknowledges that Solace is not responsible for, and does not endorse or warrant, the content of or anything that may be delivered to User or User’s computer as a result of accessing any Linked Websites, whether or not Solace is affiliated with the owners of such Linked Websites. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER WAIVES ANY CLAIMS RELATED TO, AND SOLACE IS NOT RESPONSIBLE AND HAS NO LIABILITY FOR, USER’S ACCESS OF ANY INFORMATION ON OR USE OF THE LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO, ANY VIRUSES OR OTHER ILLEGAL CODE THAT MAY BE DOWNLOADED THROUGH A LINKED WEBSITE, OR BY ACCESSING A LINKED WEBSITE.

 

The information presented on or through the Sites, Services, and Stores is made available solely for general information purposes and Solace does not warrant the accuracy, completeness, or usefulness of this information. Any reliance User places on such information is strictly at User’s own risk. Solace disclaims all liability and responsibility arising from any reliance placed on such materials by the User or any other party who may be informed of any the information contained on the Sites, Services, and Stores. The Sites and Services may include information and content provided by third parties, including the Content and other materials provided by the Stores and other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services (“Third-Party Content”). ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN THE THIRD-PARTY CONTENT, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND OTHER CONTENT, OTHER THAN THE CONTENT AND MATERIALS PROVIDED BY SOLACE, ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING SUCH THIRD-PARTY CONTENT. THE THIRD-PARTY CONTENT DOES NOT NECESSARILY REFLECT THE OPINION OF SOLACE, AND SOLACE IS NOT RESPONSIBLE OR LIABLE TO ANY USER OR ANY THIRD PARTY FOR THE ACCURACY OF ANY OF THE THIRD-PARTY CONTENT.

 

**13. Reservation of Rights.** USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NOTHING IN THESE

 

 TERMS OF USE GRANTS ANY RIGHT, TITLE, OR INTEREST IN OR TO (INCLUDING ANY LICENSE UNDER) ANY INTELLECTUAL PROPERTY IN OR RELATING TO, THE SITES, SERVICES, OR ANY MATERIALS PROVIDED BY SOLACE TO USER, WHETHER EXPRESSLY, BY IMPLICATION, ESTOPPEL, OR OTHERWISE. All right, title, and interest in and to the Sites, Services, and Intellectual Property will remain with Solace (subject to any limitations associated with intellectual property rights of third parties with respect to Intellectual Property provided by such third parties), even if enhancements or other changes are suggested or requested by User and become incorporated into the Sites, Services, or Intellectual Property.

 

**14. DISCLAIMER OF WARRANTIES.** ALL SITES, SERVICES, AND INTELLECTUAL PROPERTY ARE PROVIDED “AS IS.” SOLACE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SOLACE MAKES NO WARRANTY OF ANY KIND THAT THE SITES OR SERVICES FURNISHED BY SOLACE, OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY CONTENT, SERVICES, OR INTELLECTUAL PROPERTY IS STRICTLY BETWEEN USER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF SUCH CONTENT, SERVICES, OR INTELLECTUAL PROPERTY. User further expressly acknowledges and agrees that Solace has no control, nor any duty to take action, regarding (a) any content accessed by the User via the Sites, Services, and Stores; (b) the effects the content may have on the User; or (c) how the User may interpret the content.

 

**15. Indemnification.** User shall indemnify, defend, and hold harmless Solace and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers), incurred by any Indemnitee arising out of or resulting from, or are alleged to arise out of or result from: (a) User’s Content, including any processing of User’s Content by or on behalf of Solace in accordance with these Terms of Use; (b) User’s use or misuse of, or access to, the Sites, Services, and/or Stores, or otherwise from User’s violation of these Terms, or infringement by User, or any third party using User’s account or identity in the Sites and Services, of any intellectual property or other right of any person or entity; and (c) allegation of facts that, if true, would constitute User’s breach of any of its representations, warranties, covenants, or obligations under these Terms of Use.

 

**16. LIMITATION OF LIABILITY.** IN NO EVENT WILL SOLACE OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SITES OR SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (e) COST OF REPLACEMENT GOODS OR SERVICES; (f) LOSS OF GOODWILL OR REPUTATION; (g) ANY DIRECT DAMAGES IN EXCESS OF [$500.00], OR (h) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

**17. Termination.** Solace may terminate this agreement and terminate a Store’s access or use of the Sites and Services at any time for any or no reason. Solace may also terminate or suspend User’s account or access to the Sites or Services at any time for any or no reason, with or without notice to User. Such termination or suspension may result in the loss of some or all information associated with User’s account. Stores’ and/or Users’ accounts may also be terminated or suspended if they violate these Terms of Use or any applicable law, or if they engage in any conduct that is harmful to Solace or its users. Upon termination, all licenses and rights granted to Users and Stores will immediately cease, and Users and Stores must cease all use of the Sites and Services.

 

**18. Governing Law and Dispute Resolution.** These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms of Use or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States District Court for the District of Utah or the state courts located in Salt Lake County, Utah, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

 

**19. Severability.** If any provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms of Use so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

**20. Entire Agreement.** These Terms of Use, together with the Privacy Policy and any other documents incorporated herein by reference, constitute the sole and entire agreement between Users, Stores, and Solace with respect to the Sites and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Sites and Services.

 

**21. Modification and Amendments:** Solace reserves the right, in its sole discretion, to modify or replace these Terms of Use at any time. If a revision is material, Solace will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Solace's sole discretion. By continuing to access or use the Sites or Services after any revisions become effective, Users and Stores agree to be bound by the revised Terms of Use. If Users or Stores do not agree to the new terms, they must stop using the Sites and Services.

 

**22. Assignment.** User may not assign all or any part of its rights or obligations hereunder, whether by operation of law, change of control, or in any other manner, without the prior written consent of Solace. Any such assignment in violation of this Section will be deemed void. Solace may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation and without providing notice to User.

 

**23. Electronic Communications.** The communications between User and Solace use electronic means, whether User visits the Sites or sends Solace emails, or whether Solace posts notices on the Sites or Services or communicates with User via email. For contractual purposes, User (a) consents to receive communications from Solace in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Solace provides to User electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect User’s non-waivable rights.

 

**24. Third Parties.** Solace will have the right to use third parties, including but not limited to employees of Solace’s affiliates and subsidiaries (“subcontractors”), in the performance of its obligations and services hereunder, and for purposes of these Terms of Use, all references to Solace or its employees will be deemed to include such subcontractors.

 

**25. Force Majeure.** In no event will Solace be liable or responsible to any User, or be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any provision of these Terms of Use when and to the extent such failure or delay is caused by any circumstances beyond Solace’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, epidemics, or pandemics, embargoes or blockades, national or regional emergencies, strikes, labor stoppages or slowdowns, or other industrial disturbances, passage of law or any action taken by a governmental or public authority, national or regional shortage of adequate power or telecommunications or transportation, or any other event beyond Solace’s reasonable control making it inadvisable, illegal, or impractical to perform its obligations hereunder (each, a “Force Majeure Event”).

 

**26. Privacy.** User understands and acknowledges that User’s personal data will be collected, protected, and used by Solace in accordance with Solace’s Privacy Policy found at https://www.shipsolace.com/privacy-policy which is incorporated into these Terms of Use as if set forth verbatim herein.

 

**27. Entire Agreement.** These Terms of Use constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.

 

**28. Governing Law.** These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. ANY LEGAL CLAIM, ACTION, OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE RIGHTS OR LICENSES GRANTED HEREUNDER WILL BE SUBJECT FIRST TO MEDIATION BETWEEN THE PARTIES, AND IF MEDIATION IS UNSUCCESSFUL, TO BINDING ARBITRATION PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) COMMERCIAL RULES IN EFFECT AS OF THE DATE OF THE DISPUTE. THE SOLE AND EXCLUSIVE VENUE FOR ANY SUCH ARBITRATION SHALL BE DETERMINED BY THE AAA OFFICE IN UTAH. Service of process, summons, notice, or other documents by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

 

**29. WAIVER OF JURY TRIAL.** EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR ANY TRANSACTION CONTEMPLATED BY THESE TERMS OF USE.

 

**30. Payments:**

 

(a) Billing and Payments: Users will be billed automatically on the 1st and 15th of each month. However, the first payment must be approved by the User.

 

(b) Revenue Collection: The merchant will pay Solace the money they have collected on behalf of Solace from the protection fees. The merchant will also be credited an amount for revenue share as per the agreed terms.

 

Last Updated on 6/10/2024