Last Updated: April 09, 2021
These Terms & Conditions (the “Terms”) reflect a binding agreement between you and Solstice Power Technologies LLC. (“SPT”) and Energy Allies, Inc. (“SI”) (collectively known as “Solstice”, “we”, “our”, or “us”) and govern your use of the Solstice.us website (the “Site”), all contents and information available within the Site and the various tools and features provided by us via the Site, including but not limited to our proprietary platform and related services (collectively the “Services”). You agree, on behalf of yourself and, if applicable, the company or other entity that you represent or on whose behalf you are accepting these Terms (collectively, “you”), to be legally bound by these Terms. By browsing the Site, creating an account, or accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound and abide by these Terms and our Privacy Policy, which is hereby incorporated and made part of these Terms.
Our Privacy Policy describes our collection, use and disclosure of data and information in connection with our Services. We may update our Privacy Policy from time to time, in accordance with its terms. By using our Services you agree to the collection, use and disclosure practices in our Privacy Policy.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR OUR PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES, DOWNLOAD CONTENT, CREATE AN ACCOUNT, ACCESS, USE, OR VISIT THE SITE.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THESE TERMS AND/OR OUR SITE OR SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED UNDER THE HEADING “DISPUTE RESOLUTION AND ARBITRATION” BELOW. PLEASE READ SUCH ARBITRATION SECTION CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY.
WE MAY MODIFY THESE TERMS FROM TIME TO TIME AND AT ANY TIME, IN WHICH CASE WE WILL POST A NEW VERSION ON THE SITE, AND UPDATE THE “EFFECTIVE DATE” ABOVE, AND CHANGES TO THESE TERMS ARE EFFECTIVE WHEN POSTED TO THE SITE, AND YOUR CONTINUED USE OF THE SITE OR SERVICES FOLLOWING POSTING OF ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES, AND IF YOU DO NOT AGREE WITH THE CHANGES, YOU MUST IMMEDIATELY STOP USING THE SITE AND SERVICES AND CLOSE YOUR ACCOUNT.
Use of Our Services.
The Services are for your personal, non-commercial, and lawful use only. You may not copy, reproduce, reverse engineer, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Services or any algorithm, content, information, software, products, or services obtained from the Services, for any commercial purpose or enterprise. You may not use the Services, or any content within the Services, for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of an illegal activity or other activity which infringes our rights or the rights of other individuals or entities. Use of the Site as made available through a third-party social media platform such as LinkedIn or Facebook is also subject to such platform’s applicable terms and conditions. You represent, warrant and covenant that you will comply with such other applicable terms and conditions, and with all laws and regulations that apply to your access and use of the Site and Services.
The Services may be provided in connection with a subscription agreement entered into between you and a third party community solar developer (“Developer”) related to a community solar project (“Subscription Agreement”), in which case your use of the Services is also subject to the terms and conditions of such Subscription Agreement. You acknowledge and agree that we are not a party to the Subscription Agreement and we assume no responsibility and will have no liability of any kind whatsoever in respect to your dealings with the Developer, including with regards to services provided by the Developer under your Subscription Agreement. If you have any questions, problems or issues with the Subscription Agreement, you must contact the Developer to resolve those.
Subject to your compliance with these Terms, you may access the Services and display and use the content of the Services made available via the Site, and, subject to any expressly stated restrictions or limitation relating to specific material on the Services, download content from the Site and/or Services, strictly for your personal, non-commercial, lawful use.
Prohibited Uses.
You may not (a) decompile, disassemble, or reverse engineer the Services or any portion thereof; (b) attempt to gain unauthorized access to the Services, any portion thereof, including content accessible via the Services, or any other system or platform through the Services; (c) use any automatic device, program, algorithm, or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, phone calls or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, reverse engineer, copy or monitor any portion of the Services or any content on the Services; (d) reverse look up, trace or seek to trace any information on any other user of or visitor to the Services to its source; (e) share account usernames and passwords with third parties; (f) use another person’s account or impersonate another person; or (g) interfere with or disrupt the integrity or performance of Site or any content thereof.
You will not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
Accounts.
You may choose to set up an account with us. When you create an account with us, you represent to us that the information you provide us is truthful, accurate, complete, current, and otherwise in compliance with these Terms and all applicable laws at all times. Submission of false, fraudulent misleading, inaccurate, incomplete, obsolete, or other information prohibited under these Terms may result in immediate termination of your account or the Services and/or reporting to the relevant law enforcement authority. You are responsible for maintaining the confidentiality of your account information, including, but not limited to, your account password and personally identifying information, and restricting access to your account. You are responsible for any and all activities that occur under your account, including, but not limited to, any activity that occurs as a result of your failure to keep secure and maintain the confidentiality of your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. It is your sole responsibility to control the dissemination and use of your password, control access to and use of your account, not to share personally identifying information or numbers (except as required by the Services), and notify us if you desire to cancel your account or the Services. You may not use anyone else’s password or account, or anyone else’s financial or personally identifying information at any time. We will not be responsible or liable for any loss or damage arising from your failure to comply with these requirements and you may be held liable for any losses incurred by us or any other user of the Services if your failure to keep your account information secure and confidential results in someone else’s use of your account or account information.
You certify that the information provided to us is true and correct. You understand that you are responsible for any information that you provide and that we cannot be held responsible for any inaccuracy in documents you submit in seeking our services.
kWh Consumption Calculator.
Through the Services you may receive an estimate of your kWh consumption. The information provided is only an estimate and is based on the information you provide to us. We cannot, and do not, guarantee the accuracy of these estimates and we make no representations to you whatsoever whether you will save any money on your energy use. You use and rely on this information at your own risk.
Solstice Blog.
As a part of our Site and Services, we provide a tool called the “Solstice Blog” where we provide information relevant to our Services and products. We do not guarantee accurate information, and cannot be held responsible for the posts made on the Solstice Blog. You rely on the Solstice Blog at your own risk. We recommend you use judgment, research, and your own informed discretion in making decisions.
Use of Site and Services.
You will not publish, post, upload, distribute, or disseminate (a) any materials that violate any legal rights (such as rights of privacy and publicity, intellectual property rights) of others, or otherwise violate any such rights using the Site or Services; (b) any profane, defamatory, libelous, obscene, indecent, threatening, or unlawful topic, name, image, material, or information; (c) any content that, in our sole and absolute judgment, is objectionable, or which may expose the Site, Services, or its users to any harm; (d) any topic, name, material, or information that incites discrimination, hate, or violence towards one person or a group because of their race, gender, sexual orientation, religion, or national origin, or that insults the victims of crimes against humanity by contesting the existence of those crimes; (e) any false information or misrepresented in ways that could damage us or any third party; or (f) containing any software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
We may make changes, upgrades and improvements to the Site or Services or modify or delete any features or functions of the Site or Services at any time in our sole discretion including, but not limited to, as may be necessary to comply with applicable laws or industry-standard requirements or requirements of third party service providers.
Payment.
If you choose to enroll in an auto-pay option pursuant to the Services, you grant us (either directly or through an affiliate or agent) the authority to initiate monthly recurring ACH direct-debit or credit/debit card payments from your account(s) at the financial institution(s) provided by you to us for the amounts indicated on your bills for the Services and the services under your Subscription Agreement, as applicable. You further authorize us (either directly or through an affiliate or agent) to initiate an adjusting or correcting entry to such payments as necessary. This authorization is for all payments due under your Subscription Agreement and any other Services for which you enroll in auto-pay. This authorization remains in full force and effect until the termination of these Terms unless terminated by you pursuant to the terms below.
You agree to notify us of any changes in your account information or termination of this authorization at least ten (10) business days prior to the next draft date in order for such change to be in effect as of such draft date.
Recurring ACH direct-debit or credit/debit card payments shall be drafted monthly (unless otherwise indicated in the Services or your Subscription Agreement), and we shall provide email notifications and/or online access to the amount(s) and due date(s) for such payments. If the above noted payment date does not fall on a business day, you understand that the payment may be executed on the next business day. Transaction fees may apply for ACH direct-debit or credit/debit card payments.
In the case of a transaction being rejected for non-sufficient funds or declined credit you understand that we may at our discretion attempt to process the charge additional times within thirty (30) days. We and the Developer, as applicable, are not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) charged to you by your financial institution from your failure to maintain a balance in your account or have available credit in the account that is sufficient to process our payment. We reserve the right to charge you for any overdraft fees, over the limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) assessed to us that result from your failure to maintain a balance or credit in your account that is sufficient to process your payment.
We and the Developer, as applicable, are not liable for any loss caused by any unauthorized use of your account information or other method of payment information by a third party.
No payments due to us or the Developer will be considered “paid” until we or the Developer, as applicable, receive the funds in full.
You acknowledge and agree that you will not dispute our recurring billing with your financial institution, bank or credit card company so long as the transaction corresponds to the terms indicated in these Terms. Any disputes should be first brought to our attention by contacting us at the contact phone number or email address below.
If any of the above Payment terms conflict with terms included within your Subscription Agreement, the payment terms in your Subscription Agreement control.
To terminate your authorization or report alleged unauthorized transfers, please contact us at:
Phone: (866) 826-1997
Email: support@solstice.us
Promotion.
We may provide promotions throughout the year that reward customers for positive interactions with us, whether it be initiating a call with a staff member, enrolling in a project, or facilitating a successful referral. However, we disclaim all obligations and responsibilities related to such promotions. There is no guarantee of a reward, payment, discount, or other benefits for any action and the amounts of the rewards that we choose to allocate may, in our sole discretion, be adjusted or cancelled.
Intellectual Property.
You acknowledge and agree that the Services are provided under the limited license and access rights set forth in these Terms and are not sold to you. All rights not expressly granted to you under these Terms are expressly reserved by us. You do not acquire any ownership interest in the Services, including but not limited to any underlying data or algorithm, under these Terms, or any other rights thereto other than to use the Site and Services in accordance with the limited license and rights granted in these Terms, and subject to all terms, conditions, and restrictions, under these Terms. The Services and all content and materials on the Services, including, without limitation, all graphics, interfaces, features, algorithms, calculations, functions, text, button icons, data compilations, software, code and materials thereon, the “look and feel”, selection and arrangement, design and organization of the Services, trademarks and logos, audio and video clips, are and will remain owned by, or licensed to, us. We and our licensors and service providers reserve and shall retain our and their entire right, title, and interest in and to the Services, including, without limitation, all copyrights, patents, trademarks, trade secrets and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms. You shall not (i) remove, delete, alter, or obscure any trademarks or any notices of copyright, trademark, patent or other intellectual property or proprietary rights from the Services, including any copy thereof; or (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including, without limitation, by making the Services available on a network where it is capable of being accessed by more than one device at a time.
Third-Party Offerings.
You may be able to access websites, content, or services provided by third parties through links that are made available through the Site or Services. For example, we may permit third parties with related and/or affiliated services to link their products and services on the Site, and those links may redirect you to the website(s) of the third parties. Additionally, from time to time we may refer you to one or more of our business partners who make available products or services through their respective websites or by other means. We may also repost articles from third party publications that are relevant to or refer to our Services. We refer to all such other websites, content, services, and products as “Third–Party Offerings.” If you elect to use such Third-Party Offerings, and/or if you elect to “click” on a link or button, you understand that (i) you will be leaving our Site or and (ii) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third party. You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use, download content from, or purchase any Third-Party Offerings. The fact that we link to a third-party website or service does not imply any relationship, sponsorship or affiliation between us and such third party and is not an endorsement of that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices, or their compliance with laws. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate. You agree that we are not responsible for nor will we be liable to you or any third party for your interaction with such third parties and your access and use of such Third-Party Offerings is at your own risk. Similarly, third parties may refer you to our Site and Services. Their reference or links do not serve as an endorsement. We encourage you to read their privacy policies, terms of use and other relevant disclosures and documents. You are subject to their terms, and we are not responsible for their products, services, or websites.
Credit Evaluation
We may use consumer reports to evaluate your credit history and credit information before providing certain Services to you. We obtain this information through a soft credit pull only. We use this information to determine your eligibility to use our Services, to perform a risk analysis, and to provide our Services.
If we take any adverse action against you on the basis of your credit history or credit information, such as rejecting your application to use our Services or charging you a different price based on such information, we will notify you in writing of such adverse action. Such communication will also notify you of your rights and contain additional information as required by law.
Termination; Suspension.
We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, in our sole and absolute discretion, for any reason whatsoever, including, but not limited to, a breach of these Terms or our Privacy Policy. If you wish to terminate your account, you may discontinue using the Services. Premature termination of your Subscription Agreement or our other community solar project services are distinct from termination of our online Services under these Terms and may involve a fee that is governed by your Subscription Agreement with the particular Developer that owns the community solar project associated with your Subscription Agreement. All provisions of these Terms by their nature will continue to apply to you after any termination of the Services, including, but not limited to, IP ownership, warranty disclaimers, indemnity, and limitations of liability.
WARRANTY DISCLAIMERS.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS AND LINKS THEREON, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT (A) THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURELY OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SERVICES OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE. THE SITE AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. YOU AGREE THAT WE, IN OUR SOLE DISCRETION, MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME, FOR ANY REASON. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR DELETION OF YOUR ACCOUNT.
INDEMNIFICATION.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS US, OUR LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO (A) USE AND ACCESS OF THE SITE AND SERVICES, BY YOU OR ANY PERSON USING YOUR ACCOUNT; (B) BREACH OF THESE TERMS BY YOU OR ANY PERSON USING YOUR ACCOUNT; (C) VIOLATION OF THE LAW OR ANY THIRD-PARTY RIGHT BY YOU OR ANY PERSON USING YOUR ACCOUNT; AND (D) ANY ACTIVITY OTHERWISE RELATED TO USE OF THE SERVICES (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY PERSON USING YOUR ACCOUNT.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OR ANY OF OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANY OR OUR OR THEIR RESPECTIVE LICENSRS OR SERVICE PROVIDERS AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, HAVE ANY LIABILITY IN CONNECTION WITH, ARISING FROM OR RELATED TO THESE TERMS OR THE SITE OR SERVICES, INCLUDING CONTENT WITHIN THE SITE, FOR: (A) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIFTY DOLLARS ($25.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION RELATED TO THE SERVICES AND/OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL LIABILITY OF ANY KIND ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONAL INFORMATION (AS DEFINED IN THE PRIVACY POLICY).
Governing Law and Venue.
These Terms and the relationship between you and us will be governed and construed in accordance with the laws of New York, without regard to conflict-of-laws principles and excluding the U.N. Convention on the International Sale of Goods. You agree to submit to the personal jurisdiction and venue of the courts of New York, New York.
Dispute Resolution and Arbitration
General. This Section applies to any Dispute except for Disputes relating to the enforcement or validity of our intellectual property rights. The term “Dispute” means any dispute, action or other controversy between you and us concerning these Terms, the Services or any product, service or information we make available to you, whether in contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to Solstice Power Technologies LLC., 160 Alewife Brook Pkwy #1048, Cambridge, MA 02138. We will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and we will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, either you or we may commence arbitration. You may also litigate any Dispute in small claims court in your county of residence or Boston, MA, if the Dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not you negotiated informally first.
Binding Arbitration. If you and we do not resolve any Dispute by informal negotiation or in small claims court, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration, as further described in this section, before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
Class Action Waiver. To the maximum extent permitted under applicable law, any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If this waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then it won’t apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
Arbitration Procedure. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. You and we each agree to commence arbitration only in Boston, MA, USA. You may request a telephonic or in-person hearing by following the AAA rules. In a Dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. These Terms govern to the extent they conflict with the arbitrators’ commercial rules. The arbitrator may award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator and AAA; however, the arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Judgment on the award may be entered by any court of competent jurisdiction. The parties waive their right to commence any action or judicial proceeding in connection with a Dispute hereunder, except for purposes of: (a) recognition and/or enforcement of the arbitration award or any other decision by the arbitral tribunal, (b) obliging the other party to participate in the arbitration proceedings, (c) requesting any type of conservative or interim measure in connection with the Dispute prior to the constitution of the arbitral tribunal, (d) requesting the appearance of witnesses and/or experts, and/or (e) requesting that any information and/or documentation discovery be complied with. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or Dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
Claims or Disputes. To the extent permitted by applicable law, any claim or Dispute under these Terms must be filed within one (1) year from the date of the cause of action. If a claim or Dispute is not filed within one (1) year, such claim is permanently barred.
Equitable Relief. You agree that we would be irreparably damaged if these Terms were not specifically enforced. Therefore, in addition to any other remedy we may have at law, and notwithstanding our agreement to arbitrate Disputes, we are entitled without bond, other security, or proof of damages, to seek appropriate equitable remedies with respect to your violation of these Terms in any court of competent jurisdiction.
Entire Agreement; Severability; No Waiver; Assignment.
These Terms, together with our Privacy Policy, each as may be amended from time to time, constitute the entire agreement between you and us regarding the Site and Services. Neither the course of conduct between us nor trade practice shall act to modify these Terms.
We will not be in default or otherwise liable for any delay in or failure of our performance under these Terms if such delay or failure arises by any reason beyond our reasonable control.
If any provision of these Terms is found to be illegal, invalid, or unenforceable by a court of competent jurisdiction, such provision will be deleted from these Terms and the remaining provisions will continue with full force and effect.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under these Terms will act as a waiver thereof, nor will a single or partial exercise of any right or power under these Terms preclude further exercise of that or any other right under these Terms.
These Terms, and any rights and licenses granted hereunder, may not be delegated, transferred or assigned by you, without the prior written consent of us, and any attempt to do so shall be null and void. We may assign these Terms and our rights and duties hereunder to any party, or we may replace the contractually bound entity by way of novation by posting on the Site or updating these Terms with the name of another entity, at any time without prior notice to you. The Terms shall be binding on each party’s permitted successors and assigns.
All headings in these Terms are included solely for convenience, and shall not affect its interpretation.
These Terms are made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with these Terms.
The partes are independent contractors and nothing in these Terms shall be construed as creating a partnership, joint venture or agency relationship between the parties, or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other.
Jurisdictional Issues; Export Regulation.
The Services are operated out of the United States. We make no representation that the Services, or content or information available via the Services, is appropriate or available for use outside of the United States, and access to it from jurisdictions where the content is illegal is prohibited. Those who choose to access the Services from outside the United States do so at their own initiative and are responsible for compliance with all applicable local laws. The Services may be subject to credit reporting laws, data privacy laws, and U.S. export control laws, including, without limitation, the U.S. Export Administration Act and its associated regulations.
Electronic Communications.
All notices and communications between you and us, including payment authorization notices, use electronic means, whether through the Site or via email. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.
Copyright.
If you believe your copyright or other intellectual property or privacy right has been violated by content accessible via the Services, please contact us by email at info@solstice.us.
Contact Us. If you have any questions about these Terms or our Services, please feel free to contact us at info@solstice.us.
