This Agreement regarding Terms and Conditions for Services (the “Agreement”) is entered into by SOLARISLIVE, Inc. (“SOLARISLIVE”) and the client identified on the events.solarislive.com account signup page and/or Solarislive Service Order Confirmation(s) which are governed hereby (the “Client”). SOLARISLIVE and Client agree as follows: INTRODUCTION Client agrees to the terms and conditions outlined in this Service and License Agreement (“Agreement”) with respect to the goods, Services and information provided by or through the website at events.solarislive.com (“WEBSITE”). This Agreement constitutes the entire and only agreement between the Company and Client, and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the goods, Services and information provided by or through the website, and the subject matter of this Agreement.
Client agrees to review this Agreement prior to signing up for an account and/or usage of the WEBSITE. Usage of the WEBSITE and/or purchase of a SOLARISLIVE service package shall be deemed acceptance of this Agreement. “Services” may mean one or more of the following:
(i) access to the SOLARISLIVE Event Manager and/or usage of a SOLARISLIVE Service package; or
(ii) any custom work performed by SOLARISLIVE for Client including, without limitation, custom coding and custom design; or
(iii) any project coordination with third parties performed by SOLARISLIVE for Client.
Client acknowledges and agrees:
- Client will NOT copy or duplicate any Services in any form or manner
- Client will NOT provide passwords to any person.
- Client can use the Services for the length of the licensing period as purchased.
- Client is 18 years or older who can be legally bound to Agreements under applicable law.
- Client will provide current, accurate information as requested by the signup, registration or billing process.
- Client shall use the Services for their own internal organization purposes only.
- Client will NOT share the use of the Services with other organizations or companies.
- Client agrees NOT to directly or indirectly decompile, reverse engineer or attempt to discover source code, object code, or algorithms or underlying structures.
- Client will be solely responsible for the management and administration of the product content.
- Client will obtain all rights necessary to use the product content, assuring items fully comply with all applicable rules and regulations, and laws.
- Client will NOT access the Services to build competitive products or Services.
- Client assumes responsibility for periodically reviewing Terms and Conditions of events.solarislive.com.
(i) the credit card information supplied is true, correct and complete and
(ii) charges incurred by the Client will be honored by the Client’s credit card company and
(iii) Client shall pay charges incurred by Client at the amounts in effect at the time incurred, including all applicable taxes.
Client shall be responsible for all charges incurred through use of Client’s password. Client agrees to keep his or her password confidential and to notify Company within 24 hours of any breach of this Agreement or unauthorized use of the password. Company does not protect Client from unauthorized use of Client’s password.
PERFORMANCE AND SERVICES
SOLARISLIVE shall use its best efforts to perform Services in accordance with any schedule set forth. SOLARISLIVE shall not be liable for or considered in breach on account of any failure or delay to perform Services due to any cause beyond it’s reasonable control including unforeseeable circumstances that prevent us from fulfilling our agreement, including any act or delay of the client or any other person from whom SOLARISLIVE requires materials, content or approvals of any kind to complete the Services. SOLARISLIVE reserves the right to modify or discontinue Services temporarily or permanently with or without notice to the user.
SOLARISLIVE will need to perform routine and urgent maintenance, upgrades and enhancements as a part of keeping the Services, platform and other technologies updated and functional. This will result in downtime when the Services/products will be unavailable. SOLARISLIVE will do it’s best to perform maintenance during non peak hours. We reserve the right to perform urgent maintenance at anytime for any period of time as determined by SOLARISLIVE.
Each party shall take reasonable steps (in good faith) to protect confidential information in connection with the Services, plans and ideas. TERMINATION In the event the Client is unable to make payment when due this agreement will immediately and automatically terminate without notice from SOLARISLIVE.
To ensure security SOLARISLIVE performs regular quality assurance checks to ensure it conforms to industry standard security measures. Collected information is encrypted using SSL (secure socket layer) technology, except where technology is not supported by third parties.
The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the WEBSITE AND SERVICES are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights, and, the copying, redistribution, use or publication by a Client of any such content or any part of the WEBSITE AND SERVICES is prohibited.
1.A Proprietary Rights. Subject to the Terms and Conditions of this Agreement, SOLARISLIVE grants to Client a non-exclusive right, during the Term, to access and use the SOLARISLIVE Services as contemplated by the applicable Service Package Order(s). The SOLARISLIVE name, the SOLARISLIVE logo, and the product names associated with the Services are trademarks of SOLARISLIVE, and no right or license is granted to use them. As between Client and SOLARISLIVE, SOLARISLIVE is the exclusive owner of all right, title and interest in and to the SOLARISLIVE Services and any and all Intellectual Property Rights therein. All right, title, and interest in and to SOLARISLIVE’s Intellectual Property, including without limitation all Intellectual Property Rights, in and to the Platform (including without limitation any modifications thereto made under this Agreement) and any other documents, software, code, forms, text, graphics, items, or materials used, developed or furnished by SOLARISLIVE in connection with this Agreement shall be owned by and remain solely with SOLARISLIVE. All documents, software, materials and assets, including Client Intellectual Property, furnished to SOLARISLIVE by Client are owned by and shall remain solely with the Client. SOLARISLIVE hereby grants to Client a nonexclusive right to access the WEBSITE and the SOLARISLIVE EVENT MANAGER for the duration of the Services identified in the Solarislive Packages(s), solely as may be necessary in connection with the operation of the Solarislive Packages as contemplated under such Solarislive Service Package Order(s).
1.B Data Ownership. As between Client and SOLARISLIVE, Client will own all Client Data derived from its use of the Services; provided that SOLARISLIVE may use and disclose such Client Data solely
(i) as aggregate Services statistics, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify Client or any user,
(ii) to provide the Services and enforce its rights under this Agreement (it being understood and agreed that non-aggregated Client Data will not be used or disclosed to any third party by SOLARISLIVE (except as otherwise expressly permitted by this Agreement or the applicable Order Confirmation) without Client’s written consent) and
(iii) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Client and using commercially reasonable efforts to provide Client with the opportunity to seek a protective order or the equivalent (at Client’s expense)). In all cases, Client shall be solely responsible and liable for ensuring that its collection, sharing and use of Client Data fully complies with all applicable laws, rules, regulations, and social media website policies. Client acknowledges that SOLARISLIVE’s use of Restricted Data is subject to applicable laws and social media website policies and Client is not entitled to Restricted Data.
2. EDITING, DELETING, AND MODIFICATION Company reserves the right in its sole discretion to edit or delete any information or content appearing on the WEBSITE AND SERVICES and to remove any goods and Services for sale. Upon notice published over the Service, Company may modify this Agreement, or prices, and may discontinue or revise any or all aspects of the WEBSITE AND SERVICES in its sole discretion and without prior notice. Modification of this Agreement will be deemed effective upon publication on the WEBSITE AND SERVICES with respect to transactions occurring after said date.
3. RIGHT TO REFUSE Company reserves the right in its sole discretion to refuse service at any time. Sale of any goods or Services is subject to availability.
4. INDEMNIFICATION Client agrees to indemnify, defend and hold Company and its affiliates, licensors and suppliers harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to a Client’s violation of this Agreement or use of the SOLARISLIVE website.
5. NON-TRANSFERABLE Client’s right to use the Service is not transferable and is subject to any limits established by Company or by Client’s credit card company.
6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
A. USER EXPRESSLY AGREES THAT USE OF WEBSITE AND SERVICES IS AT USER’S SOLE RISK. NEITHER SOLARISLIVE, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT SOLARISLIVE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF WEBSITE OR SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH events.SOLARISLIVE.com
B. SOLARISLIVE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
C. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT SOLARISLIVEIS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.
D. IN NO EVENT WILL SOLARISLIVE OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING events.SOLARISLIVE.com OR THE SOLARISLIVE SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE events.SOLARISLIVE.com. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.
E. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, SOLARISLIVE, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN events.SOLARISLIVE.com, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
F. FORCE MAJEURE ‘ NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
7. POLICIES FOR PAYMENT AND REFUNDS All monthly subscriptions are “auto-renewing,” which means that your credit card will be billed each month, on the calendar day anniversary of your subscription, until you cancel it. ALL subscriptions and support package sales are final. Subscriptions may be cancelled at any time but you will not receive a refund. When you upgrade or downgrade you’ll be charged the new rate for your new plan starting on your next billing cycle. If you decide to cancel you’ll be cancelled immediately and all your project information will be permanently deleted immediately. Once you cancel your subscription you will not receive any further invoices, however, you are responsible for whatever charges have already been incurred for the current billing period. If your billing period started on the 18th of every month, and you cancel on the 24th, you are still responsible for paying for the current month. No exceptions will be made.
8. USE OF INFORMATION Company reserves the right, and Client authorizes Company, to the use and assignment of all information regarding Client’s use of the WEBSITE AND SERVICES and all information provided by Client, subject to applicable law.
9. GOVERNING LAW This Agreement shall be treated as though it were executed and performed in Ontario, Canada and shall be governed by and construed in accordance with the laws of Ontario, Canada (without regard to conflict of law principles). Any cause of action of Client with respect to the WEBSITE AND SERVICES must be instituted within two months after any purchase or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
10. LITIGATION All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Ontario, Canada and Client expressly submits to the jurisdiction of said courts and Client consents to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the WEBSITE AND SERVICES or the Company is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Failure of Company to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
11. ACKNOWLEDGMENT This Agreement represents the entire understanding between you and SOLARISLIVE regarding your relationship to Online and supersedes any prior statements or representations.
Policies and procedures for payment and refunds.
All monthly subscriptions are “auto-renewing,” which means that your credit card will be billed each month, on the calendar day anniversary of your subscription, until you cancel it.
All subscriptions and support package sales are final for the current billing period.
Subscriptions may be cancelled at any time but you will not receive a refund.
When you downgrade you’ll be charged the new rate for your new plan starting on your next billing cycle. If you decide to cancel you’ll be cancelled immediately and all your project information will be permanently deleted immediately. When you upgrade you’ll be charged a prorated amount on the new package price.
Once you cancel your subscription you will not receive any further invoices, however, you are responsible for whatever charges have already been incurred for the current billing period.
If your billing period started on the 18th of every month, and you cancel on the 24th, you are still responsible for paying for the current month. No exceptions will be made.