SOLEO PROVIDES THE SERVICE SOLELY ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THE TERMS OF SERVICE. BY CHECKING THE ‘ACCEPT’ BOX ON THE REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE AND REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, REGARDLESS OF WHETHER YOU ARE DOING SO IN YOUR CAPACITY AS AN INDIVIDUAL OR ON BEHALF OF A CORPORATION, LIMITED LIABILITY COMPANY, OR OTHER LEGAL ENTITY. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE WHICH YOU CHECK THE ‘ACCEPT’ BOX.
ACTIVATION OF THE SERVICE ON YOUR ACCOUNT CONSTITUTES OUR ACCEPTANCE TO ENTER INTO THE AGREEMENT WITH YOU, BUT IT IN NO WAY OBLIGATES US TO CONTINUE TO OFFER SERVICE AFTER THAT DATE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO SUSPEND OR CANCEL YOUR SERVICE AT ANY TIME.
SOLEO RESERVES THE RIGHT TO MODIFY THE TERMS OF SERVICE, AT ITS DISCRETION, AT ANY TIME. ALL CHANGES SHALL BECOME EFFECTIVE IMMEDIATELY UPON POSTING TO OUR WEBSITE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR PERIODICALLY CHECKING THE WEBSITE FOR ANY MODIFICATIONS TO THE TERMS OF SERVICE. YOUR CONTINUED USE OF THE SERVICE AFTER A CHANGE TO THE TERMS OF SERVICE IS POSTED CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED TERMS.
1.1 “Account" means the account created to access the Service when you complete the online Registration. This includes all of the information you must provide during Registration, including, but not limited to, your name/identity, the name of your business, your location, your address, an email address that Soleo may use to communicate with you, and your credit card or other payment information so that Soleo may charge you for the Service.
1.2 "Account Sharing" means sharing your Account [including Credentials] with any other person or entity, including affiliate entities. Account sharing is strictly prohibited. Certain Accounts may be configured to have more than one user on the Account. In this case one user will be identified as the Account Administrator for the Account and will have certain levels of access beyond what is granted to the other users on the Account. Each user on an Account will be issued and required to use only his/her own Credentials to access the Service.
1.4 "API" means one or more application program interfaces, each of which is a software interface that makes it possible for application programs to exchange data to and from the Service.
1.5 “Calls/Leads” means any calls/leads made available for you to purchase through the Service.
1.6 "Credentials" means one or more unique security keys, tokens, passwords, or other credentials provided by Soleo to you after Registration allowing you to access your Account.
1.7 “Fee” means the monthly fee for the Plan you select related to the Service, as well as any Overages for additional Telephone Numbers, Minutes and/or Leads you purchase through the Service. Rates for Telephone Numbers and Minutes are based on usage within the forty-eight (48) contiguous United States. Soleo reserves the right to charge additional Fees for Telephone Numbers and Minutes utilized through the Service outside of this coverage area.
1.8 “Minutes” means the number of minutes provided on each Telephone Number as part of the Service. Minutes shall be calculated by rounding up to the nearest tenth (10th) of a minute.
1.9 "Order Form" means a form that may be completed by you and Soleo that includes additional details related to the Service that are specific to your Account and once signed by both Parties is binding and incorporated by reference into this Agreement.
1.10 “Overages” means any Fees incurred for Services outside of what is covered in your Plan.
1.11 “Payment Threshold” means a predetermined dollar amount, specific to your Account, that when reached triggers an automatic charge to the payment method associated with your Account.
1.12 “Plan” means the plan you select when you register for an Account.
1.13 "Registration" means the online Registration process you complete to obtain an Account and access the Service.
1.14 "Related Documents" means the Order Forms or any other supplemental written agreements executed between the Parties related to the Service, each of which is incorporated by reference herein.
1.15 "Service" is the “Call Management Platform” or “Platform” as described in Section 3 of this Agreement.
1.16 “Termination Date” means the last day Service is available on your Account due to your election to cancel Service or our decision to terminate Service on your Account.
1.17 “Telephone Numbers” means the telephone numbers you either port into the Service or the Telephone Numbers Soleo provides to you as part of the Service.
1.18 "Usage Requirements" means any rules, technical documentation and/or requirements you must adhere to in order to utilize the Service.
2. Account Registration and Credentials
2.1 To access and use the Service, you must create an Account through the online Registration. You agree that you will not engage in Account Sharing. Account Sharing is considered a material breach of this Agreement. In the event we detect you have engaged in Account Sharing we may suspend your Account and/or terminate this Agreement.
2.2 Following your successful Registration, Soleo will issue you Credentials, via email, to access the Services and manage your Account. You may not sell, transfer, sublicense or otherwise disclose your Credentials to any other party, including, but not limited to, affiliate entities. If you become aware of any unauthorized use of your Credentials, you must notify Soleo within twenty-four (24) hours by: (i) emailing us at firstname.lastname@example.org, (ii) calling us at (585) 641-4300, or (iii) if applicable, contacting your account representative. Notwithstanding anything to the contrary herein, you are responsible for all activities that occur in relation to the use of your Credentials. You are responsible for ensuring all information associated with your Account is accurate at all times. If you fail to provide and/or maintain accurate information on your Account, Soleo may suspend your Service and/or terminate this Agreement.
3.1 Soleo offers a Call Management Platform that includes access to our pay-per-call advertising and publishing network through a Software as a Service (“SaaS”) model. Features of the Service include, but are not limited to, number assignment and porting, call tracking, call forwarding, custom call routing, IVR (Interactive Voice Response) menu creation, voicemail, call recording, call transcription, dispute handling, real-time dashboard reporting, lead generation, campaign management tools, and a variety of plug-ins and integrations with third-parties (the “Service”).
3.2 The features will vary depending on the Plan you select when you register for your Account. You may purchase additional Telephone Numbers, Minutes or other features of the Platform to be added to your Plan. All the Call Management Platform Plans are published on our website. We reserve the right to modify any of our Plans at any time. Additional feature pricing may be communicated to you through our website or through direct communication from our sales or account management teams. If you purchase any Leads from us, they will be charged based on the payout and duration parameters established between the Parties for each campaign.
3.3 You may change your Plan in your Account settings. Plan changes are only processed once at the end of each month. Any changes you have made to your Plan will be effective on the first (1st) day of the month following when you submitted your Plan change. Changing your Plan may impact your Fees and access to certain features of the Service. Please contact us at email@example.com with any questions you may have prior to processing a change to your Plan.
Example: You are currently on the Basic Plan as of August 1st. On August 15th you decide to change to the Enterprise Plan. Your new Enterprise Plan will be effective as of September 1st. You will be charged the Enterprise Plan Fee in September as well as any Overages* you incurred during the month of August on your Basic Plan.
*Subject to any prior payments made on your Account during the month due to exceeding your Payment Threshold.
3.4 You must sign-up for a Plan on the Call Tracking Platform to be able to purchase Leads from Soleo.
3.5 You will be responsible for managing all campaigns under your Account. This includes purchasing Leads from Soleo through the Platform. You may qualify for a dedicated account manager based on the Plan you select and the volume of business you are transacting with us. All campaigns require review and approval by a member of our account management team before they are enabled. Most campaign approvals occur within twenty-four (24) business hours.
3.6 If you elect to purchase Leads from us, you agree that you will either directly handle Leads transferred to you or route such Leads to your customers for proper handling. You will not willfully or knowingly cause a category or location mismatch on any Leads transferred from Soleo to you. Additionally, if you send any of the Leads you purchase from Soleo directly to voicemail, then we reserve the right to automatically charge you the agreed upon price for each Lead regardless of the duration of the Call.
3.7 We reserve the right to recapture any Telephone Numbers that Soleo has provided as part of the Service if we determine that there is insufficient use on that Telephone Number. Insufficient use shall be determined in our sole discretion.
3.8 You acknowledge that our Service is a SaaS based model that is designed for you to use in combination with other wireline, wireless, VOIP, or other telecommunications services and solutions. Our Service is not a replacement for your telecommunications service provider. You will not be able to make outbound calls on any of the Telephone Numbers provided as part of the Service, this includes calls to 911 or other emergency services. Soleo is not liable to you or any third parties in relation to your inability to use the Service for the purposes of communicating with 911 or other emergency services, and you agree to indemnify and hold harmless Soleo from any such claims.
3.9 We reserve the right to release subsequent versions of the Service, or any portion of the Service, and to require you use or upgrade to the latest version. We also reserve the right to modify or delete any feature(s) of the Service at any time. We may, but are under no obligation to, communicate such feature modifications or deletions to you. If we elect to communicate such changes to you, we will do so using the most recent email address you have supplied on your Account.
3.10 We may set and enforce limits related to your use of the Service, including, but not limited to, limiting the quantity: of Telephone Numbers, Minutes and/or Leads available to your Account.
3.11 We reserve the right to monitor and audit your use of the Service at any time to ensure your compliance with this Agreement.
3.12 We reserve the right to, temporarily or permanently, discontinue Service, in whole or in part, including turning off Telephone Numbers on your Account, at any time and for any reason in our sole discretion, whether or not, related to your material breach of this Agreement. If we take any actions to limit, suspend, or terminate Service on your Account, we will use commercially reasonable efforts to provide you with notice prior to taking such action. Soleo is not liable to you or any third parties in relation to the suspension of access to your Account and/or the termination of your Account.
4. Service Outages
4.1 We will communicate any routine maintenance Service outages to you by posting a notice on our website in advance of the outage and/or by emailing you using the email address you provided on your Account.
4.2 You acknowledge that our provision of Service is reliant upon services provided by other third parties outside of our control.
4.3 For any unplanned Service outages, we will make commercially reasonable efforts to communicate with you related to the status of the outage and when Service has been restored.
4.4 Unplanned Service outages may occur due to: (i) loss of service from our downstream telecommunications provider(s), (ii) power failures, (iii) internet service provider outages, and/or (iv) system upgrades or maintenance. This list is not intended to be exhaustive.
4.5 We shall not be held liable to you or any third-party for any alleged or actual damages in relation to Service Outages.
5. Call Recording
5.1 You understand and agree that we may record/and or monitor any calls hosted as part of the Service.
5.2 We record and/or monitor calls for quality assurance purposes, to assist in the dispute process outlined in this Agreement, and/or as a feature of the Service we provide to you.
5.3 You may choose to turn off call recording in the Platform. If you choose to do so it may limit your ability to access other features of the Service, including your ability to dispute any of the Leads purchased through the Service.
5.4 If we record any calls as part of the Service, we will play a message to the caller who is calling the Telephone Number provided as part of the Service to inform them that the call is being recorded and/or monitored.
5.5 You consent to the recording and/or monitoring of calls in connection with the Service, and you agree to obtain any necessary consent of, and provide any necessary notice of such recording and/or monitoring to: a) your employees and/or agents, b) your customers/merchants, or c) other third-parties, as needed to comply with all applicable federal, state and local laws.
6. Call Transcription
6.1 Soleo offers call transcription as a feature of our Service. This offers you the ability to receive transcriptions of any calls and/or voicemails that are made to the Telephone Numbers provided through the Service.
7. Lead Disputes
7.1 If you are purchasing Leads from us, you may dispute the Leads under following conditions only:
(a) the caller was dialing the wrong number;
(b) there was no caller on the line when the call reached your or your customer’s platform or call center;
(c) the call was made by a robot or other machine with no intention of completing a transaction with the business associated with the number it dialed (otherwise known as a “Robocall”); or
(d) fraudulent call; knowingly made by a person with no intention of completing a transaction with the business associated with the number they dialed.
7.2 Your right to dispute Leads under this Section is expressly conditioned upon us recording the Calls. If you elect to turn call recording off in the Platform and/or if any Order Form(s) executed between the Parties indicate that you will not allow call recording on your Calls, then you will not be allowed to dispute any Leads sent to you.
7.3 You may listen to your call recordings and flag any Leads as ‘disputed’ in your Account.
7.4 You must raise any disputes under this Section within five (5) days of the date the Lead was sent to you. If you fail to raise any disputes within five (5) days, they shall be deemed waived.
7.5 Soleo shall investigate any disputes you raise pursuant to this Section and may choose to issue a credit to your Account for the disputed Lead.
7.6 Any credits granted by Soleo will be given within ninety (90) days of the date you flagged the Lead as ‘disputed’ in your Account.
8. Term and Termination
8.1 This Agreement shall commence as of the date you register for an Account and click the box to ‘Accept’ our Terms of Service.
8.2 This Agreement shall continue on an ongoing basis until and unless you cancel Service as described in this Section, or until and unless we choose to terminate Service.
8.3 You may cancel Service in your Account settings. Cancellations are only processed once at the end of each month. If you cancel Service, your Termination Date will be effective at the end of the day on the last day of the month in which you submitted your cancellation. We do not provide refunds for any Fees you may have paid prior to the Termination Date.
8.4 Upon submitting your cancellation, you will be charged for any Overages* you have incurred as of the date you cancel Service. Any additional Overages* you incur from the date you cancel Service through your Termination Date will be charged directly following your Termination Date.
8.5 If we elect to terminate Service on your Account, the Termination Date will be effective immediately upon our termination of Service on your Account. In this case we will charge you as of the Termination Date for any unpaid Fees on your Account.
8.6 Regardless of the reason for termination of Service, you will remain responsible for paying any Fees you have incurred prior to the Termination Date. Any remaining amounts owed by you shall become due immediately upon the effective Termination Date and we shall promptly collect payment from your credit card or other form of payment at that time.
Example: You are currently on the Basic Plan as of August 1st. On August 15th you decide to cancel you Plan in the Platform. Upon submitting your cancellation, you will be charged for any Overages* incurred on your Account from August 1st- August 15th. Your Termination Date will be effective at the end of the day on August 31st. You will be charged for any remaining Overages* incurred on your Account from August 16t - August 31st following your Termination Date on August 31st. You will not be charged the Plan Fee for September because you cancelled Service on or before August 31st.
*Subject to any prior payments made on your Account during the month due to exceeding your Payment Threshold.
8.7 Soleo will retain ownership of any Telephone Numbers you received from Soleo as part of the Service and you will not have the right to port these Telephone Numbers away from our Platform after termination of Service. However, you shall have the right to port any Telephone Numbers that you ported into our Platform during the term of this Agreement out to a new service provider following termination of the Service.
8.8 Soleo may incur fees in relation to porting your Telephone Numbers into and/or out of our Platform. You agree Soleo has the right to charge your method of payment for any such fees.
8.9 Notwithstanding anything to the contrary in this Agreement, Soleo reserves the right to suspend your access to the Service at any time and for any reason, in its sole discretion.
9. Fees and Payments
9.1 All Fees will be charged in US Dollars on a monthly basis, subject to any payments made during the month due to exceeding your Payment Threshold.
9.2 You must submit your credit card or other payment information when you Register for your Account. Your payments will automatically be deducted from your payment method as described below. Your credit card or other account used for payment of the Services may be authorized or charged a small fee of less than one dollar ($1.00) when you register for the Service. This is done solely for verification of your payment information.
9.3 If you Register for Service after the first (1st) day of the month, you will be charged a prorated Plan Fee for the first partial month of Service following Registration. For all subsequent months of Service, you will be charged your Plan Fee on or about the first (1st) day of each month.
9.4 Overages incurred on your Account each month will be charged on or about the first (1st) day of the following month, or automatically when you incur Overages on your Account that reach your Payment Threshold. Your Account may be charged multiple times a month if your Account balance reaches your Payment Threshold continually in that month. We reserve the right to modify your Payment Threshold at any time. We may, but are not obligated to, inform you when your Payment Threshold has changed. You can view your current Payment Threshold in your Account settings.
9.5 A statement of all Fees for each month of Service will either be emailed to the email address associated with your Account or made available for you to download online through your Account.
9.6 Soleo’s reporting shall govern as to the calculation of all Fees owed under this Agreement.
9.7 If we encounter any issues when we attempt to charge your credit card or other form of payment, we will notify you of such declined payment. You must provide updated payment information through your Account settings within forty-eight (48 hours) of our communication to you regarding the declined payment. We reserve the right to suspend Service on your Account at any time due to a declined payment. Soleo reserves the right to add interest to any late payments at the lesser rate of 2% per month or the highest rate permissible by law, calculated daily and compounded monthly.
9.8 If we are unable to collect payment for Fees associated with your Account, you agree to reimburse us for all reasonable costs associated with our collection efforts related to those Fees, including, without limitation, attorney’s fees.
9.9 Soleo is under no obligation to provide any refunds related to the Service. We may, at our sole discretion, choose to provide an account credit or refund based on your specific Account and the circumstances related to the account credit or refund.
9.10 We may, at our sole discretion, provide free trials or promotional discounts related to the Service. If applicable, you will enter the code at the time of Registration. We will apply any discounts to your Account prior to charging your method of payment.
10.1 To the extent a jurisdiction subjects the transactions under this Agreement to sales tax or any other surcharges or assessments (the “Taxes”), you agree to the collection and payment of Taxes. Any Taxes shall be separately stated on each monthly statement.
10.2 To the extent any Tax deficiency is identified at any point during the Term of this Agreement, you shall be responsible for and indemnify Soleo against any applicable Taxes in connection with the Services furnished to you. You shall pay all Taxes directly to the taxing authority unless the taxing authority requires that Soleo collect Taxes and remit payment directly to the taxing authority, in which case you will pay the Taxes to Soleo and we will remit the Taxes to the taxing authority.
10.3 If applicable, we will exempt you from Taxes in accordance with applicable law(s), effective on the date we receive a valid exemption certificate from you.
11. Prohibited Use You shall not, and shall not permit or authorize any third-party, to engage in any prohibited conduct, in relation to the Service or when interfacing with any platform owned or operated by Soleo in relation to this Agreement, including, but not limited to:
(a) directly or indirectly generate queries, impressions, or interactions obtained through any automated, deceptive, fraudulent or other invalid means, including but not limited to, through repeated manual calls, the use of robots or other automated query tools and/or computer-generated search requests, nor offer to pay, or provide other financial incentive to any third-party for any such conduct;
(b) deliver unsolicited marketing or advertising offers in violation of any consumer protection laws;
(c) play, display or provide any content on any media platform, that contains any pornographic, hate-related, violent, or illegal content;
(d) obscure, conceal, alter, or attempt thereof, to alter the source of any information transmitted to or through the Service or on any of Soleo’s platforms or sites;
(e) “crawl,” “spider,” index, warehouse, or in any non-transitory manner store or cache information obtained from the Service or any of Soleo’s platforms or sites;
(f) copy, modify, or create derivative works or improvements of the Service;
(g) rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to any third-party, in whole or in part;
(h) use the Services for customer lead generation, sales research, enriching, or cleaning your own data, or the data of a third-party;
(i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Service, in whole or in part,
(j) bypass or breach any security device or protection used by the Service, or access or use the Service, other than by an authorized user with a valid Account with his or her own then valid Credentials;
(k) create accounts by using false credentials, or altering credentials with false information;
(l) impersonate or attempt to impersonate Soleo, a Soleo employee or contractor, or any other person or entity;
(m) input, upload, transmit, or otherwise provide, to, from or through, the Service any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
(n) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede the Service, or Soleo’s provision of services to any third-party, in whole or in part;
(o) remove, delete, alter, or obscure any trademarks, or any notices of copyright, patent, trademark or other intellectual property or proprietary rights from the Service or on any of Soleo’s platforms or sites;
(p) access or use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Soleo or any third-party;
(q) access or use the Service in any way which causes harm to Soleo or any third-party, including harm to minors, or which violates any applicable law;
(r) access or use the Service to interfere with emergency response services;
(s) commit a fraud against Soleo or any third-party;
(t) manipulate phone-based identification or verification systems;
(u) access or use the Service for purposes of competitive analysis of the Service, the development, provision or use of competing services or products or any other purpose that is to Soleo’s detriment or commercial disadvantage; or
(v) make any representations or warranties about the Services to any third-party.
11.2 You acknowledge that any attempted participation in, or violation of, the Prohibited Uses, as defined in this Section, constitutes a material breach of this Agreement and that Soleo may pursue all applicable legal and equitable remedies against you, including immediate termination of this Agreement.
11.3 If your attempted participation in, or violation of, the Prohibited Uses or any other misuse of the Service results in any fines or penalties assessed against Soleo, you agree that Soleo may collect payment for the fine or penalty from the payment method on your Account.
12. Non-Exclusivity This is a non-exclusive Agreement. Nothing in this Agreement prevents Soleo from offering our Services to other parties, including direct competitors of you or your customers.
13. License and Use Pursuant to the terms of this Agreement, Soleo hereby grants you a limited, non-exclusive, freely revocable license to access and use the Service. This license does not include any right to resale, republish, copy, distribute, assign, license, or sublicense the Service. You may not use or exploit our Service for any commercial purpose, other than as directly covered under this Agreement, unless expressly permitted by us in writing. Each Plan includes a limited pre-defined number of licenses and Credentials that are made available to additional users on each Account. Please refer to the Plan details as posted on the website for more information. You may be required to purchase additional Plans in order to gain access for additional users.
14.1 During the Term of this Agreement, you may receive certain non-public, proprietary, and confidential information belonging to Soleo ("Confidential Information").
14.2 Confidential Information shall include, but is not limited to, information about products, services, pricing, business policies and practices, confidential intellectual property, trade secrets, third-party confidential information, or other sensitive or proprietary information belonging to Soleo.
14.3 You agree to: (a) protect and safeguard the confidentiality of our Confidential Information with at least the same degree of care as you would use to protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the our Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to your employees or representatives who need to know the Confidential Information to assist you, or act on your behalf, to exercise your rights or perform your obligations under this Agreement.
14.4 If you are required, pursuant to applicable law or valid order issued by a court or governmental agency of competent jurisdiction, to disclose any Confidential Information belonging to Soleo, you must, prior to making such disclosure, use commercially reasonable efforts to notify Soleo of such requirement to afford us the opportunity to seek a protective order or other remedy.
14.5 We may seek equitable relief (including injunctive relief) against you, your officers, directors, employees, and other representatives to prevent the breach or threatened breach of this Section and to secure its enforcement, in addition to all other remedies available at law.
15. Intellectual Property All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other Confidential Information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to you under this Agreement, or that are prepared by or on behalf of Soleo in the course of performing our obligations with respect to the Service shall be owned exclusively by Soleo.
16. Publicity You understand and agree that Soleo has the right to reference and publicize you and/or your business name and logo as a customer of Soleo for marketing and advertising purposes.
17. Limitation of Liability; Force Majeure
17.1 IN NO EVENT SHALL SOLEO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SOLEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
17.2 Without limiting the foregoing Soleo shall have no liability, nor be deemed to have defaulted or breached this Agreement for any failure or delay in performing any term of this Agreement resulting from any condition beyond our reasonable control, including but not limited to: acts of God, flood, fire, earthquake, explosion, governmental actions, war, acts of terrorism, riots or other civil unrest, embargoes, national or state emergencies, epidemics, lock-outs, strikes or other labor disputes (whether or not relating to our work force), restraints or delays impacting carriers, inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown, or power outage.
17.3 You acknowledge that you have entered into this Agreement with a full understanding of the limitations of liability stated herein and that those limitations are an essential basis of the bargain.
17.4 REGARDLESS OF ANY STATUTE OF LIMITATIONS OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY, MUST COMMENCE WITHIN THREE (3) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. IF NOT COMMENCED WITHIN THREE (3) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, THE CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
17.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL SOLEO’S AGGREGATE LIABILITY, ARISING OUT OF OR RELATED TO ANY CLAIM MADE UNDER THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SOLEO IN THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
18. Disclaimers of Warranty
18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SOLEO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SERVICE. SOLEO DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE WITHOUT INTERRUPTION, IN A TIMELY AND SECURE MANNER, OR WITHOUT ERRORS OR DEFECTS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, SOLEO IS PROVIDING THE SERVICE "AS IS", "WHERE IS", AND "WITH ALL FAULTS". THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THIS AGREEMENT ARE EXCLUSIVE, AND ALL OTHERS ARE EXPRESSLY DISCLAIMED. NO OTHER WARRANTIES, WRITTEN OR ORAL, ARE EXPRESSED OR IMPLIED BY SOLEO OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE.
18.3 Any open source software made available by Soleo, whether through a Soleo site, a Soleo API, a third-party website, or any other method, is made available for your convenience only. SOLEO DOES NOT WARRANT OR MAKE ANY REPRESENTATION ABOUT THE SUBSTANCE, QUALITY, FUNCTIONALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SUITABILITY, OR ANY OTHER REPRESENTATION ABOUT ANY OPEN SOURCE SOFTWARE.
19. Representations and Warranties
19.1 You represent and warrant to Soleo that: a) you have all necessary right, power, and authority to enter into this Agreement, and to perform the acts required of you herein; b) you are duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction where you are incorporated or organized; c) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection, privacy or consumer protection laws) in your performance of any acts hereunder; d) entering into this Agreement does not breach any duty owed to a third-party or violate any rights of any third-party or entity, including, without limitation, rights of intellectual property, publicity, privacy, or other rights or duties under consumer protection, product liability, tort, or contracts theories; and e) the execution of this Agreement, by you or your representative, has been duly authorized by all necessary corporate or organizational action.
20. Indemnification You agree to indemnify, defend and hold harmless Soleo, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (the “Soleo Indemnified Parties"), from and against any and all third party claims, liability, losses, and expenses (including damage awards, settlement amounts, and reasonable attorney’s fees), brought against any Soleo Indemnified Parties directly arising out of, or related to, misuse of the Service, or breach of this Agreement, by you or your agents, employees, or representatives.
21. Assignment and Delegation. We may freely assign our rights and/or delegate our duties under this Agreement at any time without your prior consent. You may not assign, sublicense or otherwise transfer your rights under this Agreement to anyone else without our express prior written consent.
22. Severability If any term or part of this Agreement is found unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable. The remaining portions of this Agreement will remain in full force and effect.
23. Waiver Any failure by us to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall not operate or be construed as a waiver. Any waivers provided by us are only effective if provided in writing.
24.1 All notices required or permitted to be given under this Agreement ("Notices") shall be in writing, reference this Agreement, and:
If to Soleo addressed to: Soleo Communications, Inc. 209 High Point Drive, Suite 300 Victor, New York 14564 Attention: Office of the General Counsel or by E-mail: firstname.lastname@example.org.
If to Customer, it shall be provided either by posting a Notice on our website and/or by e-mail to the e-email address provided on your Account.
25. Disputes You agree that prior to filing any claim or commencing any legal proceeding related to any disputes you may have in relation to this Agreement, that you must first provide Soleo an opportunity to resolve the dispute. You may do so by providing written notice by email to: email@example.com or by mail to: Soleo Communications, Inc., 209 High Point Drive, Suite 300, Victor, NY 14564, Attention: Office of the General Counsel. Your notice must include: (i) your name, (ii) your address, (iii) your phone number, and (iv) a written description of the dispute and your relief sought. If Soleo is not able to resolve your dispute within ninety (90) days, you may pursue alternative relief.
26. Governing Law and Venue This Agreement shall be construed and enforced in accordance with the laws of the State of New York. All actions and claims of any kind (whether at law, in equity, in contract, in tort, or otherwise), that may arise out of or relate to this Agreement, must be brought in a court of competent jurisdiction in Monroe County, New York. You hereby irrevocably consent to the jurisdiction of such courts and hereby waive any objection which you may now or hereafter have to the venue, including any defense of inconvenient forum. Any claims arising under or related to this Agreement must be brought in your individual capacity and not as a plaintiff or class member in any class action or similar proceeding. We will be entitled to recover our reasonable attorney’s fees and costs if we are the prevailing party in the action.
27. Relationship of the Parties This Agreement does not create a joint venture, partnership, employment or agency relationship between you and us. You do not have any authority to enter into any agreements of any kind on our behalf.
28. No Third-Party Beneficiaries This Agreement benefits solely the Parties to this Agreement and nothing in this Agreement, express or implied, confers upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
29. Headings The headings in this Agreement, and any Related Documents are for reference only and do not affect the interpretation of the terms herein.
Phone: (833) 389-5800
Mail: Soleo Communications, Inc.
209 High Point Drive
Victor, NY 14564
© Soleo Communications, Inc. 2019. All Rights Reserved.