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Terms and Conditions of Use

Last Updated: July 31, 2024

Solume, Inc. (“Solume,” “Company,” “we,” “us,” “our”) is a Delaware corporation with its main office located at 2451 Cumberland Pkwy Ste. 3156, Atlanta, GA 30339. Solume operates the domain solume.com and all its subdomains (the “Website”), including any content or functionality offered on or through the Website, as well as Solume's services, user accounts, and any other products and services that refer to these Terms and Conditions of Use. Together, these are referred to as the “Services”.

These Terms and Conditions of Use form a legally binding agreement between Solume and you (“You” or “Your”), either individually or on behalf of an organization (“Subscriber”), regarding Your access to and use of the Services. Some sections of these Terms specifically relate to certain features offered by Solume, which apply to You only if You subscribe to those features. By accessing or using the Services, or by clicking to accept or agree to the Terms and Conditions of Use when prompted, You confirm that You have read, understood, and agreed to be bound by these Terms and to comply with all applicable laws, rules, and regulations. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS OF USE, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST STOP USING THEM IMMEDIATELY.

Additional terms or documents that may be posted on the Services from time to time are incorporated herein by reference. Solume retains the right to change, modify, or supplement the content of the Website and these Terms and Conditions of Use (and any related documents) at any time and for any reason. Solume will notify You of any changes by updating the “Last Updated” date of these Terms and Conditions of Use. You waive any right to receive specific notice of such changes. It is Your responsibility to periodically review these Terms to stay informed of any updates. If You do not agree with any changes or become dissatisfied with the Services in any way, Your sole remedy is to discontinue using the Services immediately. Your continued use of the Services after the revised Terms are posted on the Website signifies Your acceptance of any changes, modifications, or supplements to these Terms.

Solume reserves the right to amend, modify, or supplement these Terms and Conditions of Use at any time in its sole discretion. Solume will notify You of any changes, and You are responsible for informing Your members who are subject to these Terms of any such changes.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that Solume, or third parties other than You, hold all rights, titles, and interests in and to the Services, including all Intellectual Property Rights and portions thereof, such as source code, databases, functionality, software, website designs, audio, video, text, information, data, photographs, graphics, and the design, selection, and arrangement thereof (collectively, the “Content”), as well as the trademarks, logos, and service marks (“Marks”) displayed on the Website or through the Services. These rights are protected by intellectual property laws, including patent, copyright, trade secret, trademark, and unfair competition laws, among others. You agree that no ownership rights are transferred to You, and that You do not acquire any rights or licenses, express or implied, in the Content or Services, other than those explicitly granted in these Terms. You may not use any Marks for any purpose, including as metatags, without the written permission of Solume or the third party that owns the Marks. You agree not to remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on or within the Content or Services. Your use of the Services does not imply endorsement by Solume, and You must not use Solume's trademarks, logos, or service marks to suggest any endorsement or affiliation. Any violation of these Intellectual Property Rights constitutes a material breach of these Terms and will result in the immediate termination of Your right to use the Content or Services.

LICENSE

Subject to Your compliance with these Terms, Solume grants You a non-exclusive, non-transferable, non-assignable, revocable license to access and use the Services as described in these Terms and any notices provided by Solume. You are authorized to use the Services as directed in tutorials or as expressly permitted by Solume. Your right to access and use the Website is limited to the user roles available according to the subscription type of the Subscriber under which You are accessing the Website. Your use of the Services is restricted to internal business purposes of the Subscriber. Solume reserves all rights not expressly granted to You in and to the Services, Content, Website, and Marks. Except as expressly stated in these Terms, no part of the Services, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without Solume's prior written permission. If You wish to use the Services, Content, or Marks beyond the scope set forth in these Terms, please contact support@solume.com. If permission is granted, You must acknowledge Solume as the owner or licensor of the Services, Content, or Marks and ensure that any copyright or proprietary notices are visible when the Content is posted, reproduced, or displayed.

LAWS AND REGULATIONS

Your access to and use of the Services is subject to all applicable international, federal, state, and local laws and regulations. Solume provides the Services for use by individuals located in the United States. You may not use the Services or any Content, information, or data available at or through the Services, in violation of, or to violate, any law, rule, or regulation. Solume does not make, and hereby disclaims, any representation that the Content or Services are appropriate or available for use in any particular location, and access to Content from territories where the Content may be illegal is prohibited. Those who choose to access or use the Services do so at their own initiative and risk and are responsible for compliance with all applicable laws. The Services are not tailored to comply with industry-specific regulations (such as the Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if Your use would be subject to such laws, You may not use the Services. You may not use the Services in a manner that would violate the Gramm-Leach-Bliley Act (GLBA).

USER REGISTRATION

You may be required to register to use the Services, which includes providing certain details about You and the entity on behalf of which You are accessing the Services. It is a condition of Your use of the Services that all the information You provide on the Website is correct, current, and complete. Solume is not responsible or liable for any processing delays or damages that may result from any delays in the Services or Your enrollment therein. Enrollment is activated upon the earlier of (a) Your receipt of the enrollment confirmation email including Your log-in information or (b) the time at which You first log into the password-protected portion of the Website. The username (which may be an email address) and password provided in the enrollment confirmation email will be that which is assigned to the Primary Administrator for Your account (the “Primary Administrator”). The Primary Administrator and all other authorized users of the Subscriber shall have a unique username and password and shall not use a username or password that Solume, in its sole discretion, deems offensive or inappropriate. You must ensure that all usernames and passwords required to access the Services or any other piece of information as part of Solume's security procedures are kept secure and confidential. Access to and use of password-protected and secure areas of the Website and the Services are restricted to authorized users only. You acknowledge that Your account is personal to You and agree not to provide any other person with access to this Website or portions of it using Your username, password, or other security information. You are solely responsible for all activity occurring under the usernames and passwords for Your account. You must immediately notify Solume of any unauthorized use of Your passwords or any other breach of security. Upon receiving notice, Solume will reset Your password, and You must take all other actions that Solume reasonably deems necessary to maintain or enhance the security of Solume's computing systems and networks and Your access to the Services. You also agree to ensure that You exit from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information. Solume has the right to remove, reclaim, change, or disable any username, password, or other identifiers, whether chosen by You or provided by Solume, at any time in Solume's sole discretion for any or no reason, including if, in Solume's opinion, You have violated any provision of these Terms of Service or that such username, password, or other identifier is inappropriate, obscene, or otherwise objectionable.

USER REPRESENTATIONS

By using the Services, You represent and warrant that: (1) all registration information You provide will be accurate, current, and complete; (2) You will keep this information up-to-date; (3) You have the legal capacity to agree to and comply with these Terms and Conditions of Use; (4) You are not a minor in the jurisdiction where You reside; (5) You will not use automated or non-human means to access the Services; (6) You will not use the Services for any illegal or unauthorized purposes; and (7) Your use of the Services will comply with all applicable laws and regulations. If any information You provide is false, inaccurate, outdated, or incomplete, Solume has the right to suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof).

RELATIONSHIP BETWEEN YOU, SUBSCRIBER, AND AUTHORIZED USERS

You may use the Services on behalf of a Subscriber to provide services to other individuals or entities. You warrant (1) that You are authorized to use the Services on behalf of Subscriber, (2) that Subscriber agrees to and accepts all terms of this Agreement applicable to You, and (3) that You have the authority to bind Subscriber to this Agreement. If Your use of the Services involves authorizing or inviting users (e.g., HOA members) to access the Services on behalf of Subscriber (each an “Authorized User,” and collectively, “Authorized Users”), You agree that Authorized Users must agree to these Terms before accessing the Services. You are responsible for informing Authorized Users of these Terms and providing them with a copy. You must not alter these Terms in any way. You acknowledge and agree that, subject to any applicable agreement between Subscriber and the Authorized Users, or any other applicable laws:

  • Subscriber determines who is an Authorized User and what level of access to the relevant organization and Services that Authorized User has;
  • Subscriber is responsible for all Authorized Users' use of the Services and Content;
  • Subscriber controls each Authorized User's level of access to the relevant organization and Services and can change or revoke access at any time and for any reason;
  • If there is any dispute between Subscriber and You or between Subscriber and an Authorized User regarding access to any Content or Services, Subscriber will decide what access or level of access to the relevant Data or Services You or the Authorized User shall have, if any;
  • As between You and Subscriber, Subscriber owns all User Data (as defined in Section 23) provided by You or Subscriber's Authorized Users to Solume, and Solume reserves the right to disclose such information to other representatives of Subscriber in compliance with the Privacy Policy.

As part of Your use of the Services, You may issue invoices to Authorized Users on behalf of Subscriber. You are solely responsible for ensuring that each Authorized User who receives invoices using the Services has consented to, and is capable of receiving, reviewing, printing, and saving all materials, disclosures, terms, or other content delivered through the Services, and has consented to Your use and disclosure of the information required to create and distribute invoices to such Authorized User. You agree not to charge Authorized Users for access to Your invoices using the Services.

PURCHASES AND PAYMENT

You agree to provide current, complete, and accurate purchase and account information for all transactions made via the Services. Additionally, you agree to promptly update account and payment details, such as email address, payment method, and payment card expiration date, to ensure that Solume can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as required by Solume. Prices may be changed at any time, and all payments must be made in US dollars.

You agree to pay all charges at the prices in effect at the time of purchase, including any applicable shipping fees, and authorize Solume to charge your chosen payment provider for these amounts when you place your order. For orders subject to recurring charges, you consent to Solume charging your payment method on a recurring basis without requiring your prior approval for each charge, until you cancel the applicable order. Solume reserves the right to correct any errors or mistakes in pricing, even if payment has already been requested or received.

Solume reserves the right to refuse any order placed through the Services. We may limit or cancel quantities purchased per person, per household, or per order, including orders placed under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We also reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

All fees associated with the Services are non-refundable, whether they are set-up fees, transaction fees, monthly subscription fees, or other fees. Set-up fees are due upon activation of your Solume account. Set-up fees, monthly subscription fees, transaction fees, custom programming fees, and all other fees owed by you to Solume will be automatically debited from the bank account or other electronic payment method for which you have provided applicable account information, and you hereby authorize Solume to perform all such debits. Solume's prices and fees do not include sales, use, service, value-added, or similar taxes, and you are responsible for paying applicable taxes unless you provide an appropriate exemption certificate acceptable to the applicable taxing authorities. All payments must be made in United States dollars.

All sums not paid when due, whether as a result of non-sufficient funds (“NSF”) or for any other reason, will be subject to the NSF fee stated in your Merchant/Service Application. Additionally, Solume reserves the right to accrue interest daily at the monthly rate of the lesser of 1.50% or the highest rate permissible by law on the unpaid balance until paid in full. In the event you fail to pay any sum when it is due, Solume reserves the right to disable the username(s) and password(s) for your account, cancel your account, and pursue other collection or legal remedies.

If you wish to contest or dispute any payment or collection by Solume, you must provide notice of such contest or dispute within sixty (60) days of the date the sum becomes due.

DELIVERY OF BANK TRANSACTION DATA

Where available, automated bank account transaction data feeds are generally provided to you free of charge. However, Solume reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at its sole discretion. Solume will first inform you via email of any charges that may apply, which may vary depending on your bank and the volume of bank feeds. You have the option to discontinue the use of automated bank feeds at any time by giving Solume sufficient prior notice of the specific bank account transaction data feeds you wish to discontinue. Upon receiving such notice, Solume will arrange for the termination of such feeds in accordance with each bank's usual practices.

FREE TRIAL

If you are a first-time user of the Services, you may be eligible to sign up for a free trial to access the Services for evaluation purposes only under the then-defined trial conditions. You can evaluate the Services under the current trial offer and are under no obligation to continue using the Services after the trial period ends. If you choose to continue using the Services after the trial period, the subscription term will commence for an initial one-month term from the last day of the trial period, and you will be billed from the day after the trial period ends. If you choose not to continue using the Services, you may cancel the Agreement as provided in Section 15. If not canceled by the end of the initial one-month term, the subscription term will automatically renew for successive one-month terms.

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than those provided by Solume. The Services may not be used in connection with any commercial endeavors except those specifically endorsed or approved by Solume. As a user of the Services, You agree not to:

  • Systematically retrieve Content or other data from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Solume.
  • Trick, defraud, or mislead Solume and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Content and/or Services contained therein.
  • Disparage, tarnish, or otherwise harm, in Solume's opinion, Solume and/or the Services.
  • Use any information obtained from the Services to harass, abuse, or harm another person.
  • Make improper use of Solume's support services or submit false reports of abuse or misconduct.
  • Use the Content or Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Content or Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of Solume's employees or agents engaged in providing any portion of the Services to You.
  • Use, or misuse, the Services in any way which may impair the functionality of the Services, Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with Solume or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

USER GENERATED SUBMISSIONS AND CONTRIBUTIONS

By directly sending Solume any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), You agree to assign and hereby assign to Solume all intellectual property rights in such Submission. You agree that Solume shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You. The Services may invite You to chat, contribute to, or participate in blogs, message boards, online forums, communication tools, and other functionality, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Solume or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution. Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions You transmit may be treated as non-confidential and non-proprietary. You are responsible for what You post or upload. By sending Submissions to Solume and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking Your account through the Services to any of Your social networking accounts, You hereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use Your Contributions in any manner contemplated by the Services and these Terms and Conditions of Use.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Services and these Terms and Conditions of Use.
  • You will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, misleading, or otherwise objectionable (as determined by Solume).
  • You waive all moral rights in Your Contributions and that moral rights have not otherwise been asserted in Your Contributions.
  • Your Submissions and/or Contributions do not constitute confidential information.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized offers of goods or services for sale, advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions of Use, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Terms and Conditions of Use and may result in, among other things, termination or suspension of Your rights to use the Services. Although Solume has no obligation to monitor any Contributions, Solume shall have the right to remove or edit any Contributions at any time without notice if in Solume's reasonable opinion it considers such Contributions harmful or in breach of these Terms and Conditions of Use.

CONTRIBUTION LICENSE

By posting Your Contributions to any part of the Services or making Contributions accessible to the Services by linking Your account from the Services to any of Your social networking accounts, You automatically grant, and You represent and warrant that You have the right to grant, to Solume an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, distribute, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and exploit such Contributions (including, without limitation, Your image, name, and voice and Subscriber's trademarks and logos) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes Solume's use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide.

Solume does not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. Notwithstanding the foregoing, Solume has the right, in Solume's sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. Solume has no obligation to monitor Your Contributions.

SERVICES MANAGEMENT

Solume reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms and Conditions of Use; (2) take appropriate legal action against anyone who, in Solume's sole discretion, violates the law or these Terms and Conditions of Use, including without limitation, reporting such user to law enforcement authorities; (3) in Solume's sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Your Contributions or any portion thereof; (4) in Solume's sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to Solume's systems; and (5) otherwise manage the Services in a manner designed to protect Solume's rights and property and to facilitate the proper functioning of the Services.

PRIVACY POLICY

Solume cares about data privacy and security. Please review our Privacy Policy to understand how we treat your personal information and protect Your privacy: https://www.community.solume.com/privacy-policy/.

TERM AND TERMINATION

Notwithstanding any termination of these Services, or of Your account or Your enrollment, these Terms of Service shall survive any such termination. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, SOLUME RESERVES THE RIGHT TO, IN SOLUME'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OF USE OR BREACH OF ANY APPLICABLE LAW OR REGULATION. Solume MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN Solume'S SOLE DISCRETION WITHOUT Solume INCURRING ANY LIABILITY. Any such termination will be without prejudice to any other rights that Solume may have against You arising from a violation of these Terms and Conditions of Use or the documents described herein.

If Solume terminates or suspends Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, Solume reserves the right to seek all remedies available at law and in equity, including without limitation pursuing civil, criminal, and injunctive redress.

You can terminate Your subscription at any time by contacting Solume using the contact information provided below. Your termination will take effect at the end of the current paid term. If You are unsatisfied with the Services or would like to terminate Your subscription, please email Solume at support@solume.com.

Solume will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

MODIFICATIONS AND INTERRUPTIONS

Solume does not guarantee the Services will always be available. Solume may encounter hardware, software, or other issues or need to perform maintenance, leading to interruptions, delays, or errors. Solume reserves the right to modify, update, suspend, discontinue, or otherwise change the Services at any time for any reason without notice. You agree that Solume is not liable for any loss, damage, or inconvenience caused by Your inability to access or use the Services during downtime or discontinuance. Nothing in these Terms obligates Solume to maintain and support the Services or Website or to provide corrections, updates, or releases.

GOVERNING LAW

These Terms and Conditions of Use and Your use of the Services are governed by and construed in accordance with the laws of the State of Delaware, United States, and applicable federal law, without regard to any conflict of law provisions. You waive any and all objections to the exercise of jurisdiction over You by the state and federal courts located in Dover, Delaware and to venue in such courts.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and manage the costs associated with any dispute, controversy, or claim arising out of or related to the use of the Content or Website, the provision of the Services, or these Terms of Service, including any claims under any statute or regulation (each a “Dispute” and collectively, the “Disputes”) brought by either You or Solume (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to resolve any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations shall begin upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and Your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. Except where otherwise agreed to by the Parties or required by the applicable AAA rules or applicable law, the arbitration will take place in the State of Delaware, City of Atlanta. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between You and Solume alone, and is subject to the limitations of liability set forth in these Terms and Conditions of Use. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this paragraph be stricken from these Terms and Conditions of Use or deemed otherwise unenforceable, then this entire Section 18 shall be stricken from these Terms and Conditions of Use.

The provisions of this Section 18 and all arbitration awards duly made in connection therewith may be enforced in a court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made under these Terms and Conditions of Use shall not be subject to review or appeal except as permitted by applicable law.

EXCEPT AS OTHERWISE PROVIDED HEREIN, YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL, INCLUDING TRIAL BY JURY, IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Restrictions

The Parties agree that any arbitration will be confined to the Dispute between the Parties individually. To the fullest extent allowed by law, (a) no arbitration will be combined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to use class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a representative capacity on behalf of the public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions regarding informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. Notwithstanding any provision of these Terms and Conditions of Use, Solume may bypass the arbitration process in cases of fraud, crimes against Solume, interference with Solume's technical operations, or violations of Solume's rights or property. If any of these provisions are found to be illegal or unenforceable, then neither Party will choose to arbitrate any Dispute within that portion of this provision found to be illegal or unenforceable.

If for any reason a Dispute proceeds in court rather than arbitration, the Dispute will be commenced or prosecuted in the state and federal courts located in Atlanta, Georgia, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non-conveniens regarding venue and jurisdiction in such state and federal courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to Your use of the Content or Website, the provision of the Services, or these Terms and Conditions of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

UPDATES AND CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other details. Any of the material on the Website may be outdated at any time. Solume reserves the right, but has no obligation, to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time without notice.

DISCLAIMER

YOU AGREE THAT YOUR USE OF THE CONTENT, WEBSITE, AND/OR SERVICES IS AT YOUR SOLE RISK. THE CONTENT, WEBSITE, AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. SOLUME DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CONTENT, SERVICES, AND WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, AND NON-INFRINGEMENT. SOLUME MAKES NO WARRANTY THAT THE CONTENT, WEBSITE, AND/OR SERVICES WILL (A) MEET YOUR REQUIREMENTS OR (B) BE CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOLUME DOES NOT REPRESENT OR WARRANT THAT THE CONTENT, WEBSITE, AND/OR SERVICES ARE COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE CONTENT, WEBSITE, AND/OR SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, OR CORRUPTED FILES. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THESE TERMS AND CONDITIONS OF USE.

OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL SOLUME, OR ANY OF ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR THE WEBSITE, OR YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED WEBSITE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE OR OBTAINED FROM A THIRD-PARTY WEBSITE LINKED TO THE WEBSITE.

SOLUME IS NOT RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INVOICE, APPOINTMENT, STATEMENT, OR OTHER ITEM GENERATED THROUGH THE SERVICES OR (B) THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INVOICE, OPINION, ADVICE, APPOINTMENT, OR STATEMENT MADE THROUGH THE SERVICES OR THE WEBSITE BY ANY PARTY OTHER THAN SOLUME. SOLUME ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, WEBSITE, AND/OR SERVICES, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF SOLUME'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATIONS OF LIABILITY

YOU AGREE THAT NEITHER SOLUME, NOR ANY OF ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, OR EMPLOYEES, WILL BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE, OR LOST OPPORTUNITY) OR OTHER DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE CONTENT, SERVICES, AND WEBSITE, A LINKED WEBSITE, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR A LINKED WEBSITE, EVEN IF SOLUME OR ANY SUCH AFFILIATE, AGENT, OFFICER, DIRECTOR, OR EMPLOYEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, WITHOUT LIMITATION, THE TRANSMISSION OF ANY VIRUSES THAT MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES SHALL BE TO TERMINATE AND DISCONTINUE YOUR USE OF OR ACCESS TO THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY OF SOLUME AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE THE GREATER OF (A) TWENTY DOLLARS ($20) AND (B) THE AMOUNT OF THE MONTHLY SUBSCRIPTION FEES PAID UNDER SECTION 7 HEREOF IN THE TWO (2) MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATIONS OF SERVICE

Solume hereby disclaims any and all liability in connection with the provision of property management services. Solume is not a property management company, and the Services provided by Solume, including any information conveyed in writing, orally, or through the software, do not constitute legal or financial advice. Users are strongly advised to consult with a qualified professional for any decisions or actions taken based on the information provided by the Services. All actions performed by the software are on behalf of the Subscriber or Authorized User and should be thoroughly reviewed by a qualified person.

COMPLIANCE WITH REGULATIONS

Solume does not supersede or replace local, state, or federal regulations. The use of Solume does not guarantee compliance with any local, state, or federal laws or regulations. It is the responsibility of the Subscriber or Authorized Users to ensure compliance with applicable legal requirements.

USE OF SERVICES

All actions performed by Solume are conducted on behalf of the Subscriber or Authorized Users. It is the express responsibility of the Subscriber or Authorized Users to thoroughly review and approve all actions executed by the software. Solume shall not be held liable for any actions taken without proper review by an authorized person.

INDEMNIFICATION

You, on behalf of the Subscriber, agree to defend, indemnify, and hold harmless Solume, and its agencies, service providers, parent company, subsidiaries, affiliates, officers, employees, directors, representatives, and agents, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made or brought by You, the Subscriber, or any third party due to or arising out of: (1) Your Contributions or Submissions; (2) use of the Content, Website, or Services by You or Your or Subscriber's authorized users; (3) the violation by You, or Your members or anyone using Your computer or Your username and password, of these Terms and Conditions of Use; (4) any breach of Your representations and warranties set forth in these Terms and Conditions of Use; (5) the infringement or violation by You, or Your members or anyone using the Content, Services, or Website with Your computer or Your username and password, of the rights of a third party, including but not limited to any third-party Intellectual Property Rights; or (6) any harmful act toward any other user of the Services with whom You connected via the Services. Notwithstanding the foregoing, Solume reserves the right to exclusively defend and control the defense, settlement, and resolution of any and all claims arising from the above causes and any such indemnification matters arising therefrom, and You agree to fully cooperate with Solume in any such defenses and reimburse Solume for reasonable fees (including attorney's fees) and expenses in connection therewith.

Solume will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

Solume will maintain certain data that Subscriber's Authorized Users and/or You transmit to the Services to manage the performance of the Services, as well as data relating to Your and/or Subscriber's Authorized Users' use of the Services (collectively, “User Data”). Although Solume performs regular backups of User Data, You are solely responsible for all User Data that You transmit or that relates to any activity You have undertaken using the Services. To the extent allowed under applicable law, Solume hereby disclaims liability for, and You agree that Solume has no liability to You for, any loss or corruption of any such User Data, and You hereby waive any right of action against Solume arising from any such loss or corruption of User Data.

Upon cancellation, termination, or expiration of a subscription or termination of the Services by Subscriber, User Data will be preserved for thirty (30) days (the “Retention Period”) and, upon request, made available to Subscriber within a commercially reasonable timeframe. After the Retention Period, such User Data may be permanently deleted from Solume's servers and unrecoverable by You or Subscriber. After the Retention Period, Solume makes no representations or warranties as to the preservation or integrity of User Data. You hereby agree that Solume shall have no obligation to retain User Data after the Retention Period, unless otherwise prohibited by law. If Subscriber renews its subscription prior to the end of the Retention Period, User Data shall remain available to You and Subscriber.

Solume reserves the right to utilize User Data for the purposes of marketing, analytics, or the sale of aggregated data or any other purpose to any external entity of Solume's choosing. Individual data will not be sold. This provision allows Solume to enhance its service offerings and business operations through the analysis and commercialization of aggregated data sets while ensuring the privacy and confidentiality of individual user information.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending Solume emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and agree that all agreements, notices, disclosures, and other communications Solume provides to You electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY SOLUME OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint about Solume or the Services is not satisfactorily resolved by Solume, You can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

FORCE MAJEURE

Solume shall not be responsible for delays, nonperformance, damages, lost profits, or other losses caused directly or indirectly by any act of God, including, without limitation, fires, earthquakes, tornadoes, or hurricanes, as well as wars, labor disputes, communication failures, legal constraints, power outages, data transmission loss, data loss, failure or interception, incorrect data transmission or any other event outside the direct control of Solume.

ENTIRE AGREEMENT/SEVERABILITY/WAIVER

These Terms and Conditions of Use, the documents and policies referenced herein, and any other terms and conditions on the Website, constitute the entire agreement between You and Solume with respect to the Services and govern Your use of the Services. If any provision(s) of these Terms and Conditions of Use is found by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of You and Solume, and the other provisions of these Terms of Service shall remain in full force and effect. Solume's failure to exercise or enforce any right or provision of these Terms and Conditions of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Solume in writing. These terms may not be altered, supplemented, or amended by You without the prior written consent of Solume.

ASSIGNMENT

Solume may assign, delegate, or otherwise transfer any or all of its rights and obligations to others at any time. You may not assign, delegate or transfer Your rights or obligations under these Terms of Services and any such prohibited assignment, delegation, or transfer shall be null and void.

MISCELLANEOUS

You acknowledge this is an online service. A printed version of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions of Use and the lack of signing by the parties hereto to execute these Terms and Conditions of Use.

Your acceptance of these Terms and Conditions of Use and use of the Website does not create a joint venture, partnership, employment, or agency relationship between You and Solume. You shall not represent in any way that You are in partnership with, are a joint venturer of, or have any employment or agency relationship with Solume.

You agree that these Terms and Conditions of Use will not be construed against Solume by virtue of having drafted them.

CONTACT US

Mail: Solume, Inc., 2451 Cumberland Parkway Suite 3156, Atlanta, GA 30339

Email: support@solume.com

Website: https://app.community.solume.com/public-support-request