Effective Date: May 3, 2017
Last Updated Date: May 3, 2017
FOR USERS IN THE UNITED STATES: THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 13) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
You should print a copy of these terms or save them to your computer for future reference.
PLEASE NOTE THAT The Terms are subject to change by SolPad in its sole discretion at any time. When changes are made, SolPad will make a new copy of the Terms available at the Site and update the “Last Updated” date at the top of this page. If we make any material changes, and you have provided us with your e-mail address, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms will be effective immediately for new users of the Site and will be effective for existing users upon the earlier of thirty (30) days after posting of notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes. SolPad may require you to provide consent to the updated Terms in a specified manner before further use of the Site is permitted. If you do not agree to any changes after receiving a notice of such changes, you will stop using the Site. Otherwise, your continued use of the Site constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS. Pre-Order Registration and Referral Program (Referral Credits)
a) Pre-Order Registration. We are presently accepting Pre-Orders for our SolPad Mobile, SolControl products (the “Product(s)”). In order to complete a Pre-Order, you will be required to provide certain information, such as your address and billing information. You represent that all such information is accurate, and you will ensure that such information is kept current. SolPad will have no responsibility or liability for inaccurate information or information that later becomes outdated. You can update your information at any time prior to shipment of the Product by sending an email to firstname.lastname@example.org.
b) Shipping Notice. The Product is being offered before it is ready to ship. We will start accepting Pre-Orders May 3, 2017. The Product is expected to be ready to ship approximately nine (9) months after you submit your Pre-Order (the “Estimated Shipment Date”). This is only an estimate, and the Estimated Shipment Date may be changed. If the Product is not available to ship by the Estimated Shipment Date, 16 CFR Part 435 rules (the “FTC Rules”) require SolPad to offer you the choice of either a refund or to wait until a new expected ship date. See the FTC Rules for full details regarding SolPad’s legal obligations. SolPad will be in touch as the Estimated Shipping Date approaches with further updates and to coordinate any required changes to your Pre-Order.
c) Referral Program. During our Pre-Order phase, we are offering reduced pricing on Products (“Discounts”) to you under the SolPad Referral Program (the “Referral Program”). By referring your friends, colleagues, or family members to SolPad, you may participate in the Referral Program. In order to receive a Discount, each of the following requirements must be met (collectively, a "Qualifying Referral"): (i) you must send a unique referral link that we provide to a friend, colleague or family member; (ii) you must disclose your relationship with SolPad (e.g., Get your SolPad Smart Solar Generator for up to 50% off!; Sign up for SolPad Updates!; Getting SolPad personal energy device @early bird pricing of up to half off! I’m already on the list. Please RT@SolPad Energy); (iii) the referred friend, colleague, or family member must pre-order the Products by directly clicking the unique link, and (iv) the friend must, within a reasonable period of time, purchase the Product.
(i) Your Discount will be calculated based on the number of Qualifying Referrals you have, as follows:
• If you have 1-4 Qualifying Referrals, you will receive $100 off of your first Solpad Mobile.
• If you have 5-9 Qualifying Referrals, you will receive $150 off of your first Solpad Mobile.
• If you have 10-24 Qualifying Referrals, you will receive $200 off of your first Solpad Mobile.
• If you have 25 or more Qualifying Referrals, you will receive a special discount of half off your first Solpad Mobile. (“Special Discount”).
By participating in the Referral Program, you agree that SolPad may contact you, if you qualify for the Special Discount.
(ii) We may modify, suspend or terminate the Referral Program at any time in our sole discretion. We may provide such notice via email to the last email address you provided to us, by amending these Terms or any other legally valid manner.
d) Payment Terms. You agree to pay all fees in accordance with the prices and billing terms in effect at the time a fee or charge is due and payable, including shipping and handling fees. You must either provide SolPad with a valid credit card or other payment method we accept (i.e., Stripe) (“Payment Provider”) when pre-ordering SolPad Products, or sign up with Splitit (the “Finance Provider”) in order to finance your purchase of SolPad Products. Your Payment Provider or Finance Provider agreement governs your use of the designated payment method or financing plan, and you must refer to the appropriate agreement and not these Terms to determine your rights and liabilities. By providing SolPad with your Payment Provider information, you agree that SolPad may immediately charge your credit card for all fees and charges due and payable to SolPad hereunder and that no additional notice or consent is required. You will immediately notify SolPad of any change in your email address, billing address, shipping address, or other Payment Provider information.
e) Taxes. Product prices are net of any applicable Sales Tax. We will collect any required sales taxes when processing your order for shipping, and charge them to your Payment Provider.
f) Import Duties and Taxes. When you order products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as SolPad has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship your products to get more information. Please also be aware that you are considered the importer of record and must comply with all applicable laws and regulations.
g) Disputes. You must notify us in writing within seven (7) days after receiving your Payment Provider statement if you dispute any of our charges on that statement or such dispute will be deemed waived. If you have a billing dispute, please contact email@example.com.
h) Cancellation Period for UK and EU Customers Only. You have a legal right to cancel orders for products purchased online until 14 days after the day on which the product was received. This means that during that period if you change your mind or decide for any reason that you do not want keep the SolPad Product(s), you can notify us of your decision to cancel your order, return the Product and receive a refund. The easiest way to do this is to complete the cancellation form at the end of the Terms and send it in with the Products being returned. We will process your refund promptly on receipt of the cancellation form and confirmation that the returned Product(s) are in original condition.
i) Changes. SolPad may, at any time, change its billing methods, either immediately upon posting on the Site or by e-mail delivery to you. Prices and descriptions for Products on the Site are subject to change without notice.
2. Reservation of Rights.
a) SolPad may limit the sales of our Products or services to any person, geographic region or jurisdiction, and may do so on a case-by-case basis. SolPad may limit the quantities of any products or services that we offer or discontinue any Product or service at any time (and we will refund you any amounts you prepaid for any Products you did not receive.) Any offer made on this Site is void where prohibited.
b) SolPad may deny any pre-order or order for any reason, including the following situations: (i) insufficient information or errors in billing, payment, and/or shipping information; (ii) orders that cannot be processed due to erroneous information that you have provided, such as with respect to Payment Provider information; (iii) suspected fraudulent information; or (iv) delayed shipment or unavailability of product.
c) SolPad may refuse any pre-order that is connected with a previous credit card dispute.
d) In order to protect SolPad's intellectual property rights, any suspected resale of product for personal and/or business profit is strictly prohibited. SolPad will not accept any pre-order or order that we view, in our sole discretion, to possess characteristics of reselling. SolPad may cancel any subsequent order from a customer who has been suspected of reselling.
a) Registering Your Account. In order to access certain features of SolPad Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Site (“Account”).
b) Registration Data. In registering an account on the Site, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using SolPad Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account, including use of the Site by minors.
c) Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of SolPad.
4. Use of the SolPad Site Properties and Content. The Site and Content and information on the Site (“SolPad Site Properties”) are protected by copyright laws throughout the world. Subject to the Terms, SolPad grants you a limited license to reproduce portions of the SolPad Site Properties for the sole purpose of using the Site for your personal purposes. Unless otherwise specified by SolPad in a separate license, your right to use any SolPad Site Properties is subject to the Terms.
a) Restrictions regarding Information and Other Content. When you access the Site, you obtain access to various kinds of content, including images, video, audio, data, and other information and materials (“Content”). You agree not to revise Content, and you represent and warrant that you will not use any Content in any manner that:
- Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
- Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
- Is false or inaccurate or becomes false or inaccurate at any time;
- Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
- Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
- Misrepresents your identity in any way;
- Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Advocates or encourages any illegal activity; or
- Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
Though we strive to enforce these rules with all of our users, you may be exposed through the Site to Content that violates our policies or is otherwise offensive. You access the Site at your own risk. We may, but are not obligated to, remove Content from the Site for any reason, including if we determine or suspect that such Content violates these Terms. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.
b) Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the SolPad Site Properties or any portion of the SolPad Site Properties; (b) you will not frame or utilize framing techniques to enclose any trademark, logo, or other SolPad Site Properties (including images, text, page layout or form) of SolPad; (c) you will not use any metatags or other “hidden text” using SolPad’s name or trademarks; (d) you will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of SolPad Site Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you will not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access SolPad Site Properties in order to build a similar or competitive Site, application or service; (g) you will not interfere in any way with the proper functioning of the Site or interfere with or disrupt any servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (h) you will not impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; and (i) except as expressly stated herein, no part of SolPad Site Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update or other addition to SolPad Site Properties will be subject to the Terms. SolPad, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of SolPad Site Properties terminates the licenses granted by SolPad pursuant to the Terms.
a) SolPad Site Properties. You agree that SolPad and its licensors and suppliers own all rights, title and interest in SolPad Site Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying SolPad Site Properties.
b) Trademarks. SolPad, the SolPad logo, and other related graphics, logos, service marks and trade names used on or in connection with SolPad Site Properties and products are the trademarks of SolPad and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in SolPad Site Properties or products are the property of their respective owners.
6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to SolPad (“Feedback”) is at your own risk and that SolPad has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent that you have all rights necessary to submit the Feedback. You hereby grant to SolPad a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the SolPad Site Properties.
7. Third-Party Services.
a) Third-Party Websites, Applications & Ads. SolPad Properties may contain links to third-party websites and applications and advertisements for third parties (collectively, “Third-Party Websites, Applications & Ads”). When you click on a link to a third-party website, application or ad, we will not warn you that you have left SolPad Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Applications & Ads are not under the control of SolPad and SolPad is not responsible for any Third-Party Websites, Applications & Ads. SolPad provides these Third-Party Websites, Applications & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Applications & Ads, or their products or services. You use all links in Third-Party Websites, Applications & Ads at your own risk. When you leave our Site, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites & Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
8. Indemnification. You agree to indemnify and hold SolPad, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, and suppliers (collectively the “SolPad Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the SolPad Site Properties, products, or services; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. SolPad reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SolPad in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms, your access to the SolPad Site Properties, or your subscription for SolPad products.
9. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SolPad SITE PROPERTIES IS AT YOUR SOLE RISK, AND THE SolPad SITE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SolPad PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SolPad PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SolPad SITE PROPERTIES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (2) YOUR USE OF THE SolPad SITE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) ANY ERRORS IN THE SolPad SITE PROPERTIES WILL BE CORRECTED. We have made every effort to display as accurately as possible the colors and images of our products. We cannot guarantee that your computer monitor's display of any color will be accurate. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. COMPANY DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL ANY SolPad PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SolPad SITE PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT SolPad HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SolPad SITE PROPERTIES, OR (2) ANY OTHER MATTER RELATED TO THE SolPad SITE PROPERTIES WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO SOLPAD SITE PROPERTIES WILL IN NO EVENT EXCEED THE GREATER OF (A) THE AMOUNT RECEIVED BY SOLPAD AS A RESULT OF YOUR USE OF THE SOLPAD SITE PROPERTIES, OR (B) ONE HUNDRED DOLLARS ($100). YOU AND SolPad AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE SolPad SITE PROPERTIES, ANY CONTENT POSTED ON THE SolPad SITE PROPERTIES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SolPad AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. This Section 10 does not affect in any way our return policy or limited warranty for goods purchased on the Website. If for any reason you are not satisfied with a purchase you make on the Website, please return it in accordance with the terms of our return policy or limited warranty, as applicable.
FOR USERS IN EUROPE: NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER ENGLISH LAW.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. Term and Termination.
a) Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the SolPad Site Properties.
b) Termination. If you have materially breached any provision of the Terms, if we are required to do so by law (e.g., where the provision of any of the SolPad Site Properties is, or becomes, unlawful), or if we choose to discontinue the SolPad Site Properties or any products or services (in part or in whole), we have the right to, immediately and without notice, suspend or terminate any SolPad Site Properties and product subscriptions provided to you. If we become aware of any possible violations by you of the Terms, we may investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated inappropriate conduct, we may (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms; (ii) notify and/or send any information you have provided to us to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we may refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials in our possession in connection with your use of the SolPad Site Properties, products, and services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of SolPad, its users or the public, and to comply with the requests of all law enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations will be made in our sole discretion and that we will not be liable to you or any third-party for enforcing this provision.
c) Effect of Termination. SolPad will not have any liability whatsoever to you for any suspension or termination of any SolPad products or services. All provisions of the Terms which by their nature should survive, will survive termination of these Terms, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12. International Users. This Site can be accessed from countries around the world and may contain references to SolPad Site Properties, products, and services that are not available in your country. These references do not imply that SolPad intends to introduce such SolPad Site Properties, products, or services in your country. The SolPad Site Properties, products, and services are controlled and offered by SolPad from its facilities in the United States of America. SolPad makes no representations that the SolPad Site Properties, products, or services are appropriate or available for use in other locations. Those who access or use the SolPad Site Properties, products, or services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
13. Dispute Resolution. FOR USERS IN THE UNITED STATES, PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Solpad and our employees, agents, successors, or assigns, regarding or relating to the Site or these Terms shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights 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. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of subparts (1) and (2) in Section Error! Reference source not found. (d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in Section Error! Reference source not found. (d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in California.
(g) Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Site, and shall not be effective as to any claim of which you provided Company with written notice prior to the date of termination.
(h) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(i) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Company and our employees, agents, successors, or assigns, regarding or relating to these Terms or the Site shall exclusively be governed by the internal laws of the State of California without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
14. Dispute Resolution. FOR USERS IN EUROPE. Notwithstanding the above, if you are resident in the United Kingdom, European Union or Switzerland, you may bring a claim to enforce your consumer protection rights in connection with these Terms in England, Switzerland or in the EU country in which you live.
15. General Provisions.
a) Electronic Communications. The communications between you and SolPad use electronic means, whether you visit the SolPad Site Properties or send SolPad e-mails, or whether SolPad posts notices on the SolPad Site Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive electronic communications from SolPad; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SolPad provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
b) Release. You hereby release the SolPad Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from third-party websites or your use of the SolPad Site Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
c) Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without SolPad’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
d) Force Majeure. SolPad will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a Force Majeure event occurs that affects Company’s performance of its obligations under these Terms: (a) Company will contact you as soon as reasonably possible to notify you; and (b) Company’s obligations under these Terms will be suspended and the time for Company’s performance of its obligations will be extended for the duration of the Force Majeure event. You may cancel the services affected by a Force Majeure event which has continued for more than [fifteen (15)] days. To cancel please contact Company.
e) Compliance. If you believe that SolPad has not adhered to the Terms, please contact SolPad by emailing us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
f) Notice. Where SolPad requires that you provide an e-mail address, you are responsible for providing SolPad with your most current e-mail address. In the event that the last e-mail address you provided to SolPad is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, SolPad’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SolPad at the following address: SolPad, Inc., 1503 Grant Road, #201 Mountain View, CA 94040. Such notice will be deemed given when received by SolPad by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
g) Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
h) Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law
i) Choice of Language. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. Terms, and any contract between us, are only in the English language. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
j) Export Control. You may not use, export, import, or transfer the SolPad Site Properties, products, or services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the SolPad Site Properties, products, or services, and any other applicable laws. In particular, but without limitation, the SolPad Site Properties, products, or services may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the SolPad Site Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the SolPad Site Properties, products, or services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by SolPad are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer any products, services or technology provided by SolPad, either directly or indirectly, to any country in violation of such laws and regulations.
k) Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
l) Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
16. Copyright/Trademark Information. Copyright © 2017, SolPad. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
17. Contact Information:
1503 Grant Road, #201
Mountain View, CA 94040
[UK: Schedule 1: Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]:
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate]
End of Terms