Last Updated: June 10, 2026
These Terms of Service ("Terms") apply to your access to and use of the following products and services provided by Solius Labs, Inc. ("Solius" or "we"): (i) the website located at www.solius.com, www.solius.ca and all associated web pages, websites and corresponding social media pages of Solius (collectively, the "Site"); (ii) any Solius mobile application software that may be downloaded to your smartphone or tablet to access services (the "App"); and (iii) Solius products (the "Products") and services accessible via the Site and the App (such services, together with the Site and the App, collectively the "Services").
If you use our Products or Services on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.
BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 19, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 19(j), OR (III) TO THE EXTENT PROHIBITED BY LAW DISPUTES BETWEEN YOU AND SOLIUS WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. Further, the terms of sale in Section 11 and limited warranty set forth in Section 13 will apply with respect to any Products that you use. If you do not agree to these Terms, do not use our Products or Services.
We may make changes to these Terms from time to time. The "Last Updated" date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Products or Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Products and Services.
We may also supply different or additional terms, conditions, guidelines, policies, or rules in relation to some of our Products or Services ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with us if you use the applicable Products or Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
1. Warnings; Eligibility
Solius Pro UVB Light Panel has been cleared by the Food & Drug Administration (FDA) as an over-the-counter (OTC) light panel intended to stimulate production of Vitamin D in people 22 years and older. Our Products and Services are not FDA-cleared for any use outside of this scope.
Our Products and Services, including any data, outputs, or recommendations, are not intended to, and do not, provide health or medical advice, diagnosis, or treatment. Any Healthcare-Related Content (defined herein) is drawn from third‑party sources and are provided for general informational purposes only. Solius has not independently verified these statements, and they do not replace professional medical advice, diagnosis, or treatment. Solius does not warrant the accuracy, completeness, or timeliness of such third‑party information and has not independently validated any medical or therapeutic claims. Our Products and Services are not a substitute for professional medical judgment. You should never disregard professional medical advice or discontinue or delay seeking medical advice because of your use of our Products and Services or because of something you have read in our materials.
Healthcare related content and information that we may make available through the Services (if any), such as articles, videos, and information and warnings about exercises, activities, medications, conditions, indications, and treatments (collectively “Healthcare-Related Content”), are merely intended as general information that may be useful for users interested in such information. Such Healthcare-Related Content may not be customized for you and may not be accurate or appropriate for you and your condition and medical history. Therefore, you should always seek the advice of a qualified healthcare professional or other qualified health provider with any questions regarding any of your medical condition or treatment or the use (or frequency) of any medication or medical device. You should not take any actions in contravention of the instructions of your qualified healthcare professional or provider (e.g., initiate or stop any treatment or medications), without first consulting your qualified healthcare professional or provider.
You should not rely on the Products or Services during a medical emergency or for any life-threatening condition, critical reminders, or any other situation where timely administration of medications or other treatment is critical. If you think you have a medical emergency, call 911 or go to the nearest open emergency room immediately.
Solius is not responsible or liable for any advice, course of treatment, diagnosis, or any other information, services or products that participants may obtain or follow in connection with or as a result of using the Services or Products or from any healthcare professional or provider.
You must be at least 22 years of age (depending on the age of majority in your jurisdiction of residence) to use our Products and Services, and you may not use our Products and Services except in connection with your Solius account and in countries where our Products and Services have been approved by the applicable governmental authority. Our Products and Services have currently been licensed only in the United States.
2. User Information; Accounts and Account Security
2(a). Accounts
You may be required to register for an account and provide certain information to Solius to access some or all of our Products or Services and may otherwise provide information to Solius in connection with your use of our Products or Services. You may not create more than one account in connection with your use of the Products and Services except where required by Solius in order to use different Products or Services or otherwise expressly authorized by Solius herein, and you must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You may not permit others to use your account or share your account credentials with others except as expressly permitted here. We reserve the right to reject, require that you change or reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You agree that in the event of your death, incapacity or unavailability, we may terminate any rights to your account.
2(b). User Information
You may provide certain information to Solius in connection with your access or use of our Products or Services, or we may otherwise collect certain information about you when you access our Products or Services. You agree to receive emails, SMS or text messages, and other types of communication from Solius via the Products or Services using the email address or other contact information you provide in connection with the Products or Services. You represent and warrant that any information that you provide in connection with our Products and Services is accurate. You also agree to promptly update this information in your account if it changes.
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
2(c). Solius Account Creation SMS Messages
As part of the account creation process in the Solius mobile app, you will be explicitly asked to agree to receiving SMS messages related to account verification and updates. Your creation of an account constitutes your express consent to receive automated messages (e.g., SMS and MMS) from Solius at the mobile number you provide, including text messages that may be sent using an automatic telephone dialing system. Additionally, if you agree to receive marketing communications from Solius, you may receive recurring and nonrecurring text messages, including text messages that may be sent using an automatic telephone dialing system, related to Solius's products and offerings, as well as other information we think will be of interest to you, at the mobile number you provide.
We will not share information gathered through text messages with third parties for their marketing purposes unless we have your consent.
You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at hello@solius.com.
Carriers are not liable for delayed or undelivered messages.
Message and data rates may apply for any messages sent to you from us and to us from you. You will receive periodic messages and message frequency may vary. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Solius reserves the right to change the phone number from which messages are sent.
3. Device Users and Membership
You may share our Products solely with users who meet the eligibility criteria set forth in Section 1 of these Terms ("Authorized Users"). Each Authorized User must have an independent account with Solius, and use of our Products or Services without an active account is not permitted.
A Home Membership supports up to eight (8) registered users on a single device. All registered users must be household members and must meet the eligibility criteria set forth in Section 1. Devices are intended solely for personal, non-commercial household use. Devices may not be used in connection with any business, clinic, studio, wellness center, workplace, or other commercial or quasi-commercial setting.
If a user is removed from a device account, that user may not be re-added to the same device account for a period of thirty (30) days following removal. Solius reserves the right to limit the number of users that may be added to, removed from, or replaced on a device account within any given time period in order to prevent misuse or circumvention of membership requirements.
Users may not attempt to bypass, manipulate, or undermine user restrictions or membership requirements through repeated user removal, user replacement, account creation, or similar conduct. Solius reserves the right, in its sole discretion, to monitor device usage and to restrict access, suspend functionality, or terminate access to the Services as necessary to enforce these Terms.
For additional details regarding membership types, user limits, billing, and cancellation, please see our Membership Terms.
4. Prohibited Conduct
4(a).
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Products and Services. You will not in connection with your use of our Products and Services:
Use our Products or Services other than for their intended purpose;
Sell, resell or commercially use our Products or Services;
Modify our Products or Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
Reverse engineer any aspect of our Products or Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Products or Services;
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Use or attempt to use another user's account or information without authorization from that user and Solius;
Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Products or Services, except as expressly permitted by us or our licensors;
Use our Products or Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Products or Services or that could damage, disable, overburden or impair the functioning of our Products or Services in any manner;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Products or Services;
Develop or use any applications or software that interact with our Products or Services without our prior written consent;
Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Link to any online portion of the Products or Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form of association, approval, or endorsement by Solius;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Products or Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
4(b).
Enforcement of this Section 4 is solely at Solius's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules or that objectionable material will be promptly removed after it has been posted.
5. User Content
5(a).
Our Services may allow you and other users to create, post, store, and share content, including reviews, text, photos, videos, and other materials (collectively, "User Content"). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.
5(b).
Except for the license you grant below, as between you and Solius, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Solius and its subsidiaries and affiliates a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.
5(c).
You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
Contains any private or personal information of a third party without such third party's consent;
Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Solius or others to any harm or liability of any type.
5(d).
Enforcement of this Section 5 is solely at Solius's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 5 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
5(e).
We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:
Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
Terminate or suspend your access to all or part of the Products or Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
Take any action with respect to your User Content that is necessary or appropriate, in Solius's sole discretion, to ensure compliance with applicable law and these Terms, or to protect Solius's rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.
6. Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, and all intellectual property rights in and to the Products are owned by Solius or our licensors. Except as explicitly stated in these Terms, all rights in and to the Services and Products, including all intellectual property rights, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 4 and 5), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Products or Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
7. Trademarks
Solius and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Solius and may not be copied, imitated or used, in whole or in part, without our prior written permission. Written permission can be requested by reaching out to hello@solius.com. All other trademarks, registered trademarks, product names and company names or logos mentioned on or in connection with the Products or Services by Solius are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
8. Feedback
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Solius or our Products or Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Solius's sole discretion. You understand that Solius may treat Feedback as nonconfidential.
9. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Solius's designated agent as follows:
Designated Agent: Solius CEO
Address: 100 Ravine Lane NE, Suite 310, Bainbridge Island, WA USA 98110
E-Mail Address: hello@solius.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Solius for certain costs and damages.
10. Third-Party Materials and Content
Our Products and Services rely on or inter-operate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, "Third-Party Materials"). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services and Products. You acknowledge that (a) the use and availability of the Products and Services is dependent on third-party product vendors and service providers; (b) these Third-Party Materials may not operate in a reliable manner 100% of the time and they may impact on the way that our Products or Services operate; and (c) except as otherwise required by law, Solius is not responsible for damages and losses due to the operation of these Third-Party Materials.
Certain items of independent, third-party code may be utilized in connection with the Products or Services that may be subject to open-source licenses ("Open-Source Software"). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software. Please see our Open Source Software Disclosure for more information regarding the Open-Source Software utilized in connection with our Products and Services.
We may further provide information about or links to third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, "Third-Party Content"). We provide any such Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Solius does not control or endorse any Third-Party Content, and makes no representations or warranties regarding any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Content.
Your access to and use of such Third-Party Materials and Third-Party Content is at your own risk and may be subject to additional terms, conditions, guidelines, policies, or rules (including terms of service or privacy policies of the providers of such Third-Party Materials or Third-Party Content). We do not warrant or endorse, and will have no responsibility with respect to: (a) products or services that you have been offered or that you obtain from a third party that relate to the Products or Services, even if accessed through a hyperlink or other method using the Services, (b) any Third-Party Materials or Third-Party Content, or (c) any data or other information you may provide to any third party. You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services and other products and services necessary to access and use the Products and Services.
11. Terms of Sale
11(a).
We may make available the ability to purchase or otherwise obtain certain Products through the Services. By purchasing a Product through the Services (a "Transaction"), you agree to the terms set forth in this Section 11 (the "Terms of Sale"). By making a Transaction, you represent that the applicable Products will be used only in a lawful manner.
11(b). Eligibility.
To complete your purchase, you must have a valid billing and shipping address within the United States (the "Territory"). We make no promise that Products available on the Site and App are appropriate or available for use in locations outside the Territory.
11(c). Restrictions.
You may only purchase Products for personal use by either yourself or your intended recipient of the Products. The Products are not authorized for resale. We may place a limit on the quantities that may be purchased per order, per account, per credit card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.
11(d). Product Listings.
The Services may make available listings, descriptions and images of our Products or related coupons or discounts ("Listings"). We attempt to ensure that any such Listings are complete, accurate, and current, but despite our efforts, the Listings may occasionally be inaccurate, incomplete, or out of date. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any Listings (including any features, specifications and prices contained therein). The Listings and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors, however the actual colors you see will depend on your computer system or mobile device, and we cannot guarantee that your computer or mobile device, as applicable, will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, and federal laws (including minimum age requirements) regarding the purchase, possession and use of any Product.
11(e). Price.
Prices shown on the Site and in the App exclude all taxes or charges for shipping and handling. Taxes and shipping and handling costs will be added to the amount of your purchase and itemized on the check-out page. You will have an opportunity to review taxes and delivery costs before you confirm your purchase. All prices on the Site and in the App are subject to change at any time without notice. We do not collect taxes on merchandise shipped to a jurisdiction in which we do not have substantial nexus, in which case you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase from the Site and in the App.
11(f). Payment.
If you wish to make a Transaction, you may be asked to supply certain relevant information to us or our payment processors, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a transaction. By submitting such information to us, as applicable, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges applicable to your Transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses.
11(g). Memberships and Subscriptions.
Your use of certain Products requires an active Home Membership. Membership may be purchased through the Apple App Store, Google Play, or Shopify/Recharge. If you purchase a membership with automatic renewal (a "Recurring Membership"), you authorize Solius to maintain your account information and charge that account automatically upon each renewal with no further action required by you. The length of your Recurring Membership will be provided when you make your purchase. Your Recurring Membership will automatically renew unless you cancel it prior to the renewal date.
In the event that Solius is unable to charge your account as authorized by you when enrolled in a Recurring Membership, Solius may in its sole discretion (i) suspend your access to the Products or Services until payment is received or (ii) seek to update your account information through third-party sources to continue charging your account as authorized by you.
You may cancel a Recurring Membership at any time through the platform through which it was purchased (Apple App Store, Google Play, or Shopify/Recharge) or by contacting us at hello@solius.com. Any cancellation will be effective at the end of the then current membership period, and we will not refund any membership fees already paid to us. Following any notice of cancellation, you will continue to have access to the applicable Products and Services through the end of your current paid period.
Solius may change the prices charged for Recurring Memberships at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Membership will remain in force for the duration of the membership period for which you have already paid. After that period ends, your use of the applicable Products or Services will be charged at the then-current membership price, provided that Solius posted the new prices at least ten (10) days before the end of the then-current month for monthly memberships, or thirty (30) days before the end of your then current annual Membership term . If you do not agree to these price changes, you must cancel your Recurring Membership before the changes take effect. If you do not cancel, your Recurring Membership will automatically renew at the then-current price and for the same duration as the initial membership term.
For additional details regarding membership types (including Monthly, Annual, and Founding Memberships), user limits, activation codes, device reset procedures, and cancellation, please see our Membership Terms.
11(h). Order Confirmation; Acceptance.
You will have the opportunity to review and confirm your order, including delivery address, payment method, and other details of your order. We will display or send a notice when we ultimately accept your order, and our acceptance will be complete at the time we display or send the formal acceptance notice. Payment must be received by us before our acceptance of an order.
11(i). Shipping; Delivery.
Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions set forth in these Terms or otherwise contained on the Services. You will pay all shipping and handling charges specified during the ordering process. Risk of loss and title for Products pass to you upon delivery of the Products to you. Any shipping dates provided are approximate and not guaranteed. We are not liable for any delays in shipments.
11(j). Order Delays; Cancellation.
We reserve the right to delay, refuse or cancel any order prior to delivery. For example, if there are errors on the Site or made in connection with your order, inaccuracies in Product or pricing information or Product availability, we reserve the right to correct the error and charge you the correct price or cancel your order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.
11(j)(ii). Customer-Initiated Order Cancellation. You may request cancellation of an order prior to delivery by contacting hello@solius.com. Cancellation requests are subject to the following terms:
Pre-Fulfillment Cancellation: Orders cancelled before fulfillment begins (before the order has been picked, packed, or shipped) are subject to a $250 Order Cancellation Fee, which will be deducted from your refund.
Post-Fulfillment or Shipped Cancellation: Orders cancelled after fulfillment has begun or after shipment will be subject to the $250 Restocking Fee described in Section 12.
11(k). Refunds and Exchanges.
Refunds will be subject to Solius's applicable Returns Policy set forth in Section 12, including any applicable restocking or order cancellation fees described therein. Refunds will be made to the same method of payment and account used to place the order. We do not currently provide for exchanges.
11(l). Reservation of Rights.
Solius reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; alter the payment option for Products; and to refuse to provide any user with any Product.
12. Returns Policy for Products
12(a). Submitting a Return.
If for any reason you decide to return a Product that you purchased from our Site or App, you must submit a claim by contacting hello@solius.com (a "Return Claim"). In connection with your Return Claim, you may be asked to provide, amongst other information: (i) your name, address, email address and telephone number and (ii) a copy of your receipt, bill of sale or other comparable proof of purchase for the Product being returned. Verification of information, including photo images, may be required prior to the acknowledgment of any Return Claim. Following receipt of your Return Claim submitted with all required information in accordance with the procedure set forth in this section, Solius will provide notice to you of Solius's decision as to whether to proceed with or deny your Return Claim. If Solius elects to proceed with your Return Claim, Solius will provide a return merchandise authorization number and email a shipping label to you. To obtain a refund, you must, using the shipping label provided by or on behalf of Solius, return the Product to Solius within thirty (30) days from the date the Product was originally shipped to you by or on behalf of Solius. Any returned Product must not be subject to any of the exclusions set forth below in order to receive a refund.
12(b). Exclusions.
Solius will not accept returns of Products purchased from other retailers. Those Products are subject to that retailer's return policies and Solius disclaims any liability with respect to the return of such Products. Additionally, Solius will not accept a return of any Services (including any membership services purchased through the App) or any Products if the Product:
is not purchased from our Site or App,
is returned by any person other than (i) the original purchaser of the Product or (ii) a subsequent owner who can provide the original order number applicable to the initial purchase of the Product,
is not in its original condition, has missing or damaged components, or has not been returned within the 30-day return window from the date of delivery, or
is returned from outside of the Territory where the Product was originally shipped to by Solius.
12(c). Refunds.
Solius does not take title to returned Products until the Product is received by Solius. Once the Product has been returned to Solius in accordance with this Returns Policy and the return has been received and processed by Solius, Solius will issue a refund to the original payment method used to purchase the Product for the full amount of the original purchase price (including any associated sales tax), minus, unless otherwise agreed by Solius, the shipping and handling costs incurred by Solius in connection with your Return Claim. If the Product was purchased with a gift card, Solius will issue a gift card for the refund amount. For items given or received as a gift, Solius is only able to issue a refund to the payment method used by the original purchaser. Unless prohibited by law, any shipping and handling charges paid for the original purchase will not be refunded.
12(d).
This Section 12 (our "Returns Policy") is in addition to any statutory rights you may have under law. We will accept any items returned in accordance with this Returns Policy; provided that, we may deny any return if it fails to meet our return criteria described in this Returns Policy.
13. Warranties and Disclaimers
13(a). Limited Warranty.
Solius warrants to (i) the original purchaser of a Covered Product (as defined below) and (ii) each subsequent owner who can provide the original order number applicable to the initial purchase of a Covered Product (each of (i) and (ii), a "Covered Purchaser"), that the Covered Product will be free from defects in materials and workmanship, under normal operating conditions (as defined in the user manual provided with the Product when purchased) for a period of 1 year from the date of shipment by or on behalf of Solius to the original purchaser (the foregoing warranty, the "Limited Warranty"). We will honor any Warranty Claims submitted in accordance with this Section 13; provided that we may deny any Warranty Claim if it fails to meet the criteria described below in this Section 13, is excluded from the Limited Warranty due to a Limited Warranty Exclusion (as defined below) or is submitted following the expiration of the Warranty Period (as defined below). This Limited Warranty is also available in the documentation we provide with the Covered Products.
13(b). Covered Products.
This Limited Warranty extends only to Products purchased on or through the Site or the App (each a "Covered Product"). Covered Products do not include Apps. (See Section 25 below regarding Mobile Device terms).
13(c). Eligibility.
This Limited Warranty extends only to Covered Purchasers who are consumers. The Product is intended for home use. This Limited Warranty does not apply with respect to (i) any person other than a Covered Purchaser or (ii) any Covered Product used in a commercial or institutional setting.
13(d). Exclusions and Limitations.
This Limited Warranty will not apply (i) to defects, damages, or failures or destruction caused by acts of God, including but not limited to lightning, flooding, tornado or earthquake; (ii) if the defect was caused by damage that occurred while the Covered Product was in your possession or as a result of any abuse, misuse, mishandling, abnormal use, or use in violation of any applicable standard, code, and/or instructions for use and installation; (iii) if the defect was caused by exposure of the Covered Product to temperatures or humidity outside of the recommended ranges set forth in the Covered Product technical specifications; (iv) if the defect was caused by improper maintenance, installation or repair of the Covered Product, including without limitation, any damage resulting from service, testing, adjustment, installation, maintenance, alteration, or modification to the Covered Product (including its associated software) in any way by someone other than Solius or its authorized distributors; (v) to Covered Products marked "sample"; (vi) to any Covered Products purchased, sold or installed outside of the United States; (vii) to Covered Products subject to interruptions or fluctuations in or unavailability of electric power; (viii) for wear and tear expected to occur during the normal course of use; (ix) if the defect was caused by a failure by the Covered Purchaser to implement any correction, modification, enhancement, improvement or other update made available to the Covered Purchaser by Solius; (x) use of the Covered Product with items not provided or otherwise authorized in writing by Solius; and (xi) Products other than the Covered Products. Each of the foregoing exclusions is a "Limited Warranty Exclusion".
This Limited Warranty provides you with certain legal rights, but you may have other, additional legal rights, which vary from jurisdiction to jurisdiction. WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES WITH RESPECT TO THE COVERED PRODUCTS NOT DISCLAIMED PURSUANT TO SECTION 16, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY. Our responsibility for defective Covered Products is limited to repair, replacement or refund as described in this Section 13. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty will not be applicable to the extent that any provision of this product warranty is prohibited by federal, state or municipal law.
13(e). Warranty Period.
This Limited Warranty starts on the date of delivery or 14 days after the date of shipment, whichever is later, of the Covered Product by or on behalf of Solius to the original purchaser of the Covered Product and lasts for 1 year (the "Warranty Period"). Any Covered Product repaired or replaced under this Limited Warranty will be covered by the terms of this Limited Warranty solely for the remaining Warranty Period. The Warranty Period will not be extended in duration nor will the Limited Warranty be expanded in coverage upon transfer of the Product from the original purchaser to a subsequent owner.
13(f). Remedies.
If at any time during the Warranty Period the Covered Product is defective and fails to conform to the Limited Warranty, as determined solely by Solius, Solius will, at Solius's option, either refund the original purchase price for the defective Covered Product or repair or replace the defective Covered Product. Repair or replacement may be made with new or refurbished Products or component parts (at Solius's option). If the Covered Product or component part is no longer available, Solius may replace the Covered Product with a similar product with a similar function (at Solius's option). The foregoing sets forth Solius's entire liability and your sole and exclusive remedy for any breach of warranty under Section 13(a) or any other defect or deficiency in the Product.
13(g). Submitting Warranty Claims.
If the Product fails to conform to the Limited Warranty and is not otherwise subject to a Limited Warranty Exclusion, please submit a claim by contacting hello@solius.com (a "Warranty Claim"). In connection with your Warranty Claim, you may be asked to provide, amongst other information: (i) your name, address, email address and telephone number; (ii) a copy of your receipt, bill of sale or other comparable proof of purchase for the defective Covered Product; (iii) a written description of the problem; and (iv) a picture of the defective Covered Product that includes the serial number, as well as the name of the original purchaser or dealer who provided you the Covered Product (if any) and the date of Covered Product purchase. Verification of information may be required. As further described below, if Solius ultimately agrees that the Covered Product is defective, Solius may issue a refund for the original purchase price.
Following receipt of your Warranty Claim submitted with required information in accordance with the procedure set forth above, Solius will provide notice to you of Solius's decision as to whether to continue to review or deny your Warranty Claim. Solius reserves the right to determine whether or not the Limited Warranty applies in Solius's sole discretion. If Solius elects to continue to review your Warranty Claim, Solius will provide a return merchandise authorization number and email a free shipping label to you. To obtain the benefits of the Limited Warranty, you must then return the Covered Product to Solius using the provided shipping label. Any returned Product must be properly packaged and returned undamaged. Solius will pay any required shipping costs for Covered Products returned in accordance with the procedure set forth in this Section 13(g) and any additional instructions on how to return the Covered Product that you may receive from Solius.
Upon receipt of the Covered Product from you, Solius will inspect the Covered Product for which a Warranty Claim has been requested and determine if the Covered Product is defective, and if defective, (i) send you a replacement or repaired Covered Product or component part or (ii) refund you for the original purchase price for the defective Covered Product. Solius reserves the right to determine whether or not the Covered Product is defective and whether or not the Limited Warranty applies in Solius's sole discretion. In connection with Solius's inspection of the Covered Product, Solius must be able to verify the date of Covered Product purchase and the elapsed Covered Product operating hours. This data will be used to determine elapsed operating hours and operating conditions. Solius will verify the usage date by either (i) reviewing the usage and other data collected by the Covered Product or (ii) if the Covered Product's usage data is unable to be validated (as determined in Solius's sole discretion), establishing an estimated elapsed Covered Product operation time based on the Covered Product serial number/date code.
Following Solius's inspection of the Covered Product in accordance with the procedure set forth above, Solius will provide notice to you of Solius's decision to send you a replacement or repaired Product or component, issue a refund, or otherwise deny your Warranty Claim. If Solius elects to send you a replacement or repaired Product or component part, Solius will provide you with a tracking number upon or following shipment. Alternatively, if Solius elects to issue you a refund, Solius will refund the original payment method for the agreed amount. If, as reasonably determined by Solius, a Product that is not eligible for a Warranty Claim is shipped to Solius, Solius will not be responsible for returning the Product to you. Solius has no warranty obligations with respect to such returned Products.
14. Promotions
Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, "Promotions") made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules, as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.
15. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Solius and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Solius Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Products or Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services, unless the claim arises from a defect in the Product or from Solius’s own negligence . You agree to promptly notify Solius Parties of any third-party Claims, cooperate with Solius Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Solius Parties will have control of the defense or settlement, at Solius's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Solius or the other Solius Parties.
16. Disclaimers
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services and any content or materials provided therein or therewith (including Third-Party Materials and Third-Party Content) are provided "as is" and "as available" without warranties of any kind, either express or implied, and Solius disclaims all warranties with respect to the Services and any content or materials provided therein or therewith (including Third-Party Materials and Third-Party Content), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Solius does not represent or warrant that our Services are accurate, complete, reliable, current or error-free or that access to the Services will be uninterrupted. While Solius attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services.
“Covered Products” are warranted only as described above in Section 13, and subject to the limitations described therein.
Some jurisdictions do not allow or limit the exclusion of certain warranties, so the disclaimers and limitations above may not apply to you to the extent applicable law so requires.
17. Limitation of Liability
17(a).
To the fullest extent permitted by applicable law, Solius and the other Solius Parties will not be liable for any indirect, consequential, incidental, or special damages or lost profits, even if Solius or the other Solius Parties have been advised of the possibility of such damages.
17(b).
The total liability of Solius and the other Solius Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100, the purchase price of the product, or the amount paid by you to use the Product or Service giving rise to the claim.
17(c).
The limitations set forth in this Section 17 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Solius or the other Solius Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
18. Release
To the fullest extent permitted by applicable law, you release Solius and the other Solius Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
19. Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SOLIUS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND SOLIUS FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND SOLIUS AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. SOLIUS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
YOU AND SOLIUS EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY'S CLAIMS.
FOLLOW THE INSTRUCTIONS IN SECTION 19(j) IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
19(a). Claims This Section Applies To.
This Section 19 applies to all Claims between you and Solius. A "Claim" is any dispute, claim, or controversy (excluding those exceptions listed in Section 19(c), below) between you and Solius, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, the Products or the Services, including any claims related to the use or operation of the Products or the Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.
19(b). Informal Dispute Resolution Before Arbitration.
If you believe you have a Claim against Solius or if Solius believes it has a Claim against you, you and Solius will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Solius will make a good-faith effort to negotiate the resolution of any Claim for 60 days ("Informal Resolution Period"), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 19(b) (a "Claimant Notice"). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties' mutual written agreement.
You must send any Claimant Notice to Solius by certified mail, addressed to Solius Labs, Inc., Attn: Legal Department, 100 Ravine Lane NE, Suite 310, Bainbridge Island, WA USA 98110 or by email to hello@solius.com. Solius will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Solius. The party sending a Claimant Notice (the "Claimant") will ensure it includes (i) the Claimant's name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; (iv) the Product used and/or records of Product use; (v) medical records, if applicable; and (vi) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.
No arbitration demand ("Arbitration Demand") may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Solius files an Arbitration Demand without complying with the requirements in this Section 19, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys' fees incurred in seeking such relief.
To facilitate the parties' efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.
19(c). Claims Subject to Binding Arbitration; Exceptions.
Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Solius, including any disputes in which you or Solius seek injunctive or other equitable relief for the alleged unlawful use of your or Solius's intellectual property ("IP Claims"), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 19(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.
19(d). Binding Individual Arbitration.
Except as otherwise expressly permitted by this Section 19, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the "AAA"), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., ("FAA"). If you are a "Consumer," meaning that you only use the Products and the Services for personal, family, or household purposes, the then-current version of the AAA's Consumer Arbitration Rules, as modified by these Terms (the "Rules"), will apply to Claims between you and Solius. If you are not a Consumer, the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Solius.
These Terms affect interstate commerce, and the enforceability of this Section 19 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Solius to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
19(e). Arbitration Procedure and Location.
You or Solius may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.
Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Solius by certified mail addressed to Solius Labs, Inc., Attn: Legal Department, 100 Ravine Lane NE, Suite 310, Bainbridge Island, WA USA 98110 or by email to hello@solius.com. Solius will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Solius.
The arbitration will be conducted by a single arbitrator in the English language. You and Solius both agree that the arbitrator will be bound by these Terms.
For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Solius agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator's essential factual and legal findings and conclusions.
Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
19(f). Arbitration Fees.
Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
19(g). Frivolous or Improper Claims.
To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney's fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
19(h). Confidentiality.
If you or Solius files a Claim in arbitration, you and Solius agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Solius agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
19(i). Mass Disputes.
If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a "Mass Dispute" and the provisions of this Section 19(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.
Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA's then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA's Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.
Initial Arbitrations. The parties shall identify an initial set of 18 Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the 18 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.
Mediation. Upon conclusion of the 18 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.
Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 18 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 20.
If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.
If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 19(b) to proceed in arbitration in the same manner as described in Section 19(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.
19(j). Opting Out of Arbitration.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing hello@solius.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.
19(k). Rejection of Modifications to this Section.
You may reject any change we make to this Section 19 (except changes to notice addresses) as to you, by emailing hello@solius.com within 30 days of the date of the change. To be effective, you must send the notice of rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 19. You may reject changes to Section 19 only as a whole. You may not reject only certain changes to Section 19. If you reject changes made to Section 19, the most recent version of Section 19 that you have not rejected will continue to apply.
19(l). Two Years to Assert Claims.
To the extent permitted by law, any Claim by you or Solius against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Solius will no longer have the right to assert that Claim.
19(m). Severability.
If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 19 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.
20. Governing Law
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of Washington, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute between the parties is not subject to arbitration or cannot be heard in small claims court, then the state and federal courts located in the County of Kitsap, Washington, will have exclusive jurisdiction. You and Solius waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you (but only to the extent that local law conflicts with this section).
21. Modifying and Terminating our Products and Services
We reserve the right to modify our Products and Services or to suspend or stop providing all or portions of our Products and Services at any time or to charge, modify or waive any fees required to use our Products and Services. We will use reasonable efforts to provide you with notice in advance of the suspension or discontinuation of all or portions of our Products or Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Products and Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Solius in writing. You also have the right to stop using our Products and Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Products or Services.
22. Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
23. Export Control
You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any of the U.S. government lists of restricted end users.
24. Miscellaneous
24(a).
If you are in a jurisdiction that provides consumer guarantees or imposes obligations on us which cannot be excluded, restricted or modified by applicable law, or may be so only to a limited extent, then nothing in the Terms is intended to exclude, restrict or modify such mandatory guarantees or obligations.
24(b).
The failure of Solius to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
24(c).
If you have a question or complaint regarding the Products or Services, please send an e-mail to hello@solius.com. You may also contact us by writing to:
Solius Labs, Inc. Attn: Solius CEO 100 Ravine Lane NE, Suite 310 Bainbridge Island, WA USA 98110
Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
25. Additional Terms Applicable to Mobile Devices
The following additional terms apply if you install, access or use the App on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple").
25(a). Acknowledgement.
You acknowledge that these Terms are concluded solely between us, and not with Apple, and Solius, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
25(b). Scope of License.
The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
25(c). Maintenance and Support.
You and Solius acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
25(d). Warranty.
You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Solius. However, you understand and agree that in accordance with these Terms, Solius has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
25(e). Product Claims.
You and Solius acknowledge that as between Apple and Solius, Solius, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
25(f). Intellectual Property Rights.
The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party's intellectual property rights, Solius, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
25(g). Legal Compliance.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
25(h). Developer Name and Address.
Any questions, complaints or claims with respect to the iOS App should be directed to:
Solius Labs, Inc. Attn: Solius CEO 100 Ravine Lane NE, Suite 310 Bainbridge Island, WA USA 98110 hello@solius.com
25(i). Third-Party Terms of Agreement.
You agree to comply with any applicable third-party terms when using the Services.
25(j). Third-Party Beneficiary.
The parties acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).
POL-0001, A