Welcome, and thank you for your interest in Solal Capital (“Solal,” “we,” or “us”) and our website at solal-capital.com (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Solal regarding your use of the Service.
BY ACCESSING OR USING THE SERVICE OR PROVIDING ANY INFORMATION TO US THROUGH
THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE
OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING Solal’S
PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO
THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND
Solal’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE
TERMS.
ARBITRATION NOTICE. Except for certain kinds of
disputes described in Section 14, you agree that disputes arising under these Terms will be resolved by
binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Solal ARE EACH WAIVING THE
RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE
TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for
matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR
and NOT a judge or jury. (See Section 14.)
The Service is intended to provide information about and allow you to indicate your interest in our future product offerings. The Service is provided for informational purposes only and should not be relied upon for other purposes.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
The Service may permit you to indicate your interest in our product offerings by providing some information about yourself (“User Information”). When you provide us with such User Information, such as your name, email address, or other contact information, you agree that the User Information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You agree all User Information you provide us is your own and you will not provide any information about other individuals.
4.1. Limited Rights. Subject to your complete and ongoing compliance
with these Terms, Solal grants you, solely for your personal, non-commercial use, a limited,
non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service and
any materials posted on the Service (“Content”).
4.2.
Restrictions. Except and solely to the extent such a restriction is impermissible under
applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the
Service or any Content; (b) make modifications to the Service or any Content; or (c) interfere with or
circumvent any feature of the Service, including any security or access control mechanism. If you are
prohibited under applicable law from using the Service, you may not use it.
4.3.
Feedback. If you choose to provide input and suggestions regarding problems with or
proposed modifications or improvements to the Service or our product offerings
(“Feedback”), then you hereby grant Solal an unrestricted, perpetual, irrevocable,
non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for
any purpose, including to improve the Service and create other products and services.
The Service is owned and operated by Solal. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Solal are protected by intellectual property and other laws. All Materials included in the Service are the property of Solal or its third party licensors. Except as expressly authorized by Solal, you may not make use of the Materials. Solal reserves all rights to the Materials not granted expressly in these Terms.
Solal may provide tools through the Service that enable you to export information to third party services. By using one of these tools, you agree that Solal may transfer that information to the applicable third party service. Third party services are not under Solal’s control, and, to the fullest extent permitted by law, Solal is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Solal’s control, and Solal is not responsible for their content.
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
8.1. use the Service for any illegal purpose or in violation of any
local, state, national, or international law;
8.2. violate, or encourage
others to violate, any right of a third party, including by infringing or misappropriating any third
party intellectual property right;
8.3. interfere with security-related
features of the Service, including by: (i) disabling or circumventing features that prevent or limit use
or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source
code of any portion of the Service except to the extent that the activity is expressly permitted by
applicable law;
8.4. interfere with the operation of the Service or any
user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus,
adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to
another user of the Service; (iii) collecting personal information about another user or third party
without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to
or used to provide the Service;
8.5. perform any fraudulent activity
including impersonating any person or entity, claiming a false affiliation, accessing any other Service
account without permission;
8.6. sell or otherwise transfer the access
granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view,
access, or use any Materials; or
8.7. attempt to do any of the acts
described in this Section 7 or assist or permit any person in engaging in any of the acts described in
this Section 7.
We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
10.1. Term. These Terms are effective beginning when you accept the
Terms or first access the Service, and ending when terminated as described in Section
10.2.
10.2. Termination. If you violate any provision of these Terms, your
authorization to access the Service and these Terms automatically terminate. In addition, Solal may,
at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate
your access to the Service, at any time for any reason or no reason, with or without notice. You may
terminate your account and these Terms at any time by describing the termination process or contacting
customer service at contact page.
10.3. Effect of Termination.
Upon termination of these Terms: (a) your license rights will terminate and you must
immediately cease all use of the Service; (b) you will no longer be authorized to access your account or
the Service; (c) Sections 4.3, 5, 10.3, 12, 13, 14, and 15 will survive.
10.4.
Modification of the Service. Solal reserves the right to modify or discontinue the
Service at any time (including by limiting or discontinuing certain features of the Service),
temporarily or permanently, without notice to you. Solal will have no liability for any change to the
Service or any suspension or termination of your access to or use of the Service.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Solal and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Solal Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED
“AS IS” AND ON AN “AS AVAILABLE” BASIS. Solal DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Solal
DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED
THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL
COMPONENTS, AND Solal DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR Solal ENTITIES OR
ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE
Solal ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR
ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND
AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT
RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN
CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS,
EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Solal does
not disclaim any warranty or other right that Solal is prohibited from disclaiming under applicable
law.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Solal ENTITIES BE
LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING
DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR
ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE
SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT ANY Solal ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF
DAMAGE.
EXCEPT AS PROVIDED IN SECTION 14.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE
AGGREGATE LIABILITY OF THE Solal ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE
OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN
CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO Solal FOR
ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO
CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS
BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE
BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY
FAILS OF ITS ESSENTIAL PURPOSE.
14.1. Generally. In the interest of resolving disputes between you
and Solal in the most expedient and cost effective manner, and except as described in Section 14.2 and
14.3, you and Solal agree that every dispute arising in connection with these Terms will be resolved
by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be
subject to very limited review by courts. Arbitrators can award the same damages and relief that a court
can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any
aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other
legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Solal ARE EACH WAIVING THE RIGHT
TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14.2. Exceptions.
Despite the provisions of Section 14.1, nothing in these Terms will be deemed to waive, preclude, or
otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b)
pursue an enforcement action through the applicable federal, state, or local agency if that action is
available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a
court of law to address an intellectual property infringement claim.
14.3.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of
the provisions of this Section 14 within 30 days after the date that you agree to these Terms by sending
a letter to Solal Capital, Attention: Legal Department – Arbitration Opt-Out, 20-22 Wenlock Road, London, United Kingdom, N1 7GU
that specifies: your full legal name, the email address associated with
your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out
Notice”). Once Solal receives your Opt-Out Notice, this Section 14 will be void and any
action arising out of these Terms will be resolved as set forth in Section 15.2. The remaining
provisions of these Terms will not be affected by your Opt-Out Notice.
14.4.
Arbitrator. Any arbitration between you and Solal will be settled under the Federal
Arbitration Act and administered by the American Arbitration Association (“AAA”) under
its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms.
The AAA Rules and filing forms are available online at www.adr.org, by
calling the AAA at 1-800-778-7879, or by contacting Solal. The arbitrator has exclusive authority to
resolve any dispute relating to the interpretation, applicability, or enforceability of this binding
arbitration agreement.
14.5. Notice of Arbitration; Process. A party who
intends to seek arbitration must first send a written notice of the dispute to the other party by
certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not
provided a current physical address, then by electronic mail (“Notice of
Arbitration''). Solal’s address for Notice is: Solal Capital, 20-22 Wenlock Road, London, United Kingdom, N1 7GU.
The Notice of Arbitration must: (a) describe the nature and
basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”).
The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach
an agreement to do so within 30 days after the Notice of Arbitration is received, you or Solal may
commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential
unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement
offer made by you or Solal must not be disclosed to the arbitrator until after the arbitrator makes a
final decision and award, if any. If the arbitrator awards you an amount higher than the last written
settlement amount offered by Solal in settlement of the dispute prior to the award, Solal will pay
to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
14.6. Fees. If you commence arbitration in accordance with these Terms,
Solal will reimburse you for your payment of the filing fee, unless your claim is for more than
$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing
will take place at a location to be agreed upon in Los Angeles, CA, but if the claim is for $10,000 or
less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents
submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an
in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If
the arbitrator finds that either the substance of your claim or the relief sought in the Demand is
frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of
Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case,
you agree to reimburse Solal for all monies previously disbursed by it that are otherwise your
obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted,
the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and
conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and
resolve disputes as to the payment and reimbursement of fees or expenses at any time during the
proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the
merits.
14.7. No Class Actions. YOU AND Solal AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Solal agree
otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise
preside over any form of a representative or class proceeding.
14.8. Modifications
to this Arbitration Provision. If Solal makes any future change to this arbitration
provision, other than a change to Solal’s address for Notice of Arbitration, you may reject the change
by sending us written notice within 30 days of the change to Solal’s address for Notice of
Arbitration, in which case your account with Solal will be immediately terminated and this arbitration
provision, as in effect immediately prior to the changes you rejected will
survive.
14.9. Enforceability. If Section 14.7or the entirety of this
Section 14 is found to be unenforceable, or if Solal receives an Opt-Out Notice from you, then the
entirety of this Section 14 will be null and void and, in that case, exclusive jurisdiction and venue
described in Section 15.2 will govern any action arising out of or related to these Terms.
15.1. General Terms. These Terms, together with the Privacy Policy
and any other agreements expressly incorporated by reference into these Terms, are the entire and
exclusive understanding and agreement between you and Solal regarding your use of the Service. You may
not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation
of law or otherwise, without our prior written consent. We may assign these Terms at any time without
notice or consent. The failure to require performance of any provision will not affect our right to
require performance at any other time after that, nor will a waiver by us of any breach or default of
these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a
waiver of the provision itself. Use of section headers in these Terms is for convenience only and will
not have any impact on the interpretation of any provision. Throughout these Terms the use of the word
“including” means “including but not limited to”. If any part of these Terms is held to be invalid or
unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the
remaining parts will remain in full force and effect.
15.2. Governing Law.
These Terms are governed by the laws of the State of Delaware without regard to conflict of law
principles. You and Solal submit to the personal and exclusive jurisdiction of the state courts and
federal courts located within Cook County, Illinois for resolution of any lawsuit or court proceeding
permitted under these Terms. We operate the Service from our offices in Illinois, and we make no
representation that Materials included in the Service are appropriate or available for use in other
locations.
15.3. Privacy Policy. Please read the Solal Privacy Policy carefully for information relating to our collection, use,
storage, disclosure of your personal information. The Solal Privacy Policy is incorporated by this
reference into, and made a part of, these Terms.
15.4. Additional Terms.
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to
the Service or certain features of the Service that we may post on or link to from the Service (the
“Additional Terms”). All Additional Terms are incorporated by this reference into, and
made a part of, these Terms.
15.5. Consent to Electronic Communications.
By using the Service, you consent to receiving certain electronic communications from us as further
described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic
communications practices. You agree that any notices, agreements, disclosures, or other communications
that we send to you electronically will satisfy any legal communication requirements, including that
those communications be in writing.
15.6. Contact Information. The Service
is offered by Solal Capital, located at 20-22 Wenlock Road, London, United Kingdom, N1 7GU. You
may contact us by sending correspondence to that address or by submitting a form on our contact page.
15.7. Notice to California
Residents. If you are a California resident, under California Civil Code Section 1789.3,
you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California
95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to
receive further information regarding use of the Service.
15.8. No Support.
We are under no obligation to provide support for the Service. In instances where we may offer support,
the support will be subject to published policies.
15.9. International
Use. The Service is intended for visitors located within the United States. We make no
representation that the Service is appropriate or available for use outside of the United States. Access
to the Service from countries or territories or by individuals where such access is illegal is
prohibited.