Terms of Service

Last Updated: August 18, 2022

These Terms of Service (“Terms”) apply to your access to and use of the following products and services provided by Benesol, 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 “Product”) and services accessible via the Site and the App (such services, together with the Site and the App, collectively the “Services”).

By clicking [“I Accept”] or by using our Products or Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section [19] and with respect to any Product that you use, the terms of sale in Section [910] and limited warranty set forth in Section [12]. 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” legend above indicates when these Terms were last changed. If we make future changes, we will 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 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.

CONTENTS

Warnings; Eligibility
User Information; Accounts and Account Security
Sharing our Products
Prohibited Conduct
Ownership; Limited License
Trademarks
Feedback
Repeat Infringer Policy; Copyright Complaints
Third-Party Materials and Content
Terms of Sale
Returns Policy for Products
Limited Warranty for Products
Promotions
Indemnification
Disclaimers
Limitation of Liability
Release
Privacy; Transfer and Processing Data
Dispute Resolution; Binding Arbitration
Governing Law
Modifying and Terminating our Products and Services
Severability
Export Control
Miscellaneous
Additional Terms Applicable to Mobile Devices

1. Warnings; Eligibility

Our Products and Services are intended only to be accessed and used for non-critical, non-commercial, home-based, personal uses by individuals who create an account with SOLIUS in accordance with Section [2] of these Terms. Our Products and Services are not intended to, and do not, provide health or medical advice, diagnosis, or treatment. You should never disregard professional medical advice or discontinue or delay seeking medical advice.

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 18 or 19 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 Canada.

2. User Information; Accounts and Account Security

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 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. 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 of 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.

3. Sharing our Products

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, as applicable, with SOLIUS, and use of our Products or Services without an active account is not permitted.

4. Prohibited Conduct

(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 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 via our Services;

  • link to any online portion of the Services in a manner that damages or exploits our reputation or suggests any form or association, approval, or endorsement by the 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.

(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. 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 Section [4]), 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.

6. 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. 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.

7. 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.

8. 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, Suite 310
Bainbridge Island WA, USA 98110
E-Mail Address:
info@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.

9. 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.

10. Terms of Sale

(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 [10] (the “Terms of Sale”). By making a Transaction, you represent that the applicable Products will be used only in a lawful manner. 

(b) Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected for the billing and shipping addresses as part of the checkout process on the Site or App (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.

(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.

(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, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Product.

(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.

(a) 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. Notwithstanding any amounts owed to SOLIUS hereunder, SOLIUS does not process payment for any products or services. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms, users that use the payment functions of the Services also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. SOLIUS assumes no liability or responsibility for any payments you make through the Services.

(f) 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.

 (g) 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 the you. Any shipping dates provided are approximate and not guaranteed. We are not liable for any delays in shipments.

(h) 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.

(i) Refunds and Exchanges. Refunds will be subject to SOLIUS’ applicable Returns Policy set forth in Section [11]. Refunds will be made to the same method of payment and account used to place the order. We do not currently provide for exchanges.

(j) 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.

11. Returns Policy for Products

(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 through our online form (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 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’ 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 provided 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.

 (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 treatment 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 with all original packaging, or

  • is returned from outside of the Territory where the Product was originally shipped to by SOLIUS.

(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 (as defined below) 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. 

 (d)  This Section [11] (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.

12. Limited Warranty for Products

(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 (as defined below) (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 [link 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 [12]; provided, that, we may deny any Warranty Claim if it fails to meet the criteria described below in this Section [12], 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.

 (b) Covered Products. This Limited Warranty extends only to Products purchased on or through the Site or the App (each a “Covered Product”).

 (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. 

 (d) Exclusions. This Limited Warranty will not apply (i) to defects, damages, or failures or destruction caused by acts of God, including but not limited to lightening, flooding, tornado or earthquake caused by acts of God; (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 Canada; (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”.

(e) Warranty Period. This Limited Warranty starts on the date of shipment 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. 

 (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’ 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’ 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’ option).  The foregoing sets forth SOLIUS’ entire liability and your sole and exclusive remedy for any breach of warranty under Section [12(a)] or any other defect or deficiency in the Product. 

 (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 through our online form (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’ 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’ 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 provided by or on behalf of SOLIUS. Any returned Product must be properly packaged in is original packaging. SOLIUS will pay any required shipping costs for Covered Products returned in accordance with the procedure set forth in this Section [12(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’ sole discretion. In connection with SOLIUS’ 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 is collected by the Covered Product or (ii) if the Covered Product’s usage data is unable to be validated (as determined in SOLIUS’ sole discretion), establishing an estimated elapsed Covered Product operation time based on the Covered Product serial number/ date code.

  •  Following SOLIUS’ inspection of the Covered Product in accordance with the procedure set forth above, SOLIUS will provide notice to you of SOLIUS’ 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 for the replacement or repaired Product or component part upon or following shipment of the Product or component part to you. 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.

(h)  Disclaimers. 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 [15], 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 set described in this Section [12].

13. 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.

14. 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 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. 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.

15. Disclaimers

Your use of our Products and 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 Products, 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 Products, 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 Products or 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 Products, Services and any content therein (including Third-Party Materials and Third-Party Content) safe, we cannot and do not represent or warrant that our Products, 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 Products and Services.

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.

16. Limitation of Liability

(a)   To the fullest extent permitted by applicable law, SOLIUS and the other SOLIUS Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—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.

(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] or the amount paid by you to use the Product or Service giving rise to the claim.

(c)   The limitations set forth in this Section [16] 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.

17. 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.

18. Privacy; Transfer and Processing Data

In order for us to provide our Products and Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

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.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

(a) For any dispute or claim that you have against SOLIUS, that SOLIUS has against you or that you have, or SOLIUS has, in each case relating in any way to these Terms, our Products or our Services, or any aspect of the relationship between you and SOLIUS as relates to these Terms, our Products, or our Services (collectively, “Claims” and each a “Claim”), you and SOLIUS agree to attempt to first resolve the Claim informally via the following process. If you assert a Claim against SOLIUS, you will first contact SOLIUS by sending a written notice of your Claim (“Claimant Notice”) to SOLIUS by certified mail addressed to:

SOLIUS Inc.
Attn. SOLIUS CEO
100 Ravine Lane, Suite 310
Bainbridge Island, WA USA 98110
or by email to: info@solius.com.

The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If SOLIUS asserts a Claim against you, SOLIUS will first contact you by sending a written notice of SOLIUS’s Claim (“SOLIUS Notice”., and each of a Claimant Notice and SOLIUS Notice, a “Notice”) to you via email to the primary email address associated with your account. The SOLIUS Notice must (i) include the name of a SOLIUS contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.  If you and SOLIUS cannot reach an agreement to resolve the Claim within thirty (30) days after you or SOLIUS receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or SOLIUS first send the applicable Notice, so that the parties can engage in this informal dispute-resolution process.

(b) Except for individual disputes that qualify for small claims court and Claims seeking injunctive or other equitable relief with respect to alleged intellectual property infringement, all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that are not resolved in accordance with Section [19(a)] will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

(c) These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the extent permitted by law.

(d) All Claims must be submitted to the American Arbitration Association and will be resolved through binding arbitration before one arbitrator. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, which are available on the AAA’s website (adr.org), as amended by these Terms as follows:

  1. YOU AND SOLIUS AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND SOLIUS ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against SOLIUS or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

  2. For any arbitration you initiate, you will pay the consumer filing fee, and SOLIUS will pay the remaining AAA fees and costs. For any arbitration initiated by SOLIUS, SOLIUS will pay all AAA fees and costs.

  3. For all arbitrations where the claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (iii) if the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator.

  4. If you or SOLIUS submits a dispute to arbitration and the arbitrator orders any exchange of information, 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/or other materials that might be exchanged or the subject of discovery in the arbitration. You and SOLIUS agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.

  5. The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

  6. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against SOLIUS or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and SOLIUS understand and agree that when twenty-five (25) or more similar claims are asserted against SOLIUS or you by the same or coordinated counsel or are otherwise resolution of your or SOLIUS’ Claim might be delayed. For such coordinated actions, you and SOLIUS also agree to the following coordinated bellwether process. Counsel for the claimants and counsel for SOLIUS shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this staged process from the time the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against SOLIUS or you.

(e) One Year to Assert Claims. To the extent permitted by law, any Claim or dispute by you or SOLIUS relating in any way to these Terms, our Products or our Services, or any aspect of the relationship between you and SOLIUS as relates to these Terms, our Products, or our Services, must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and SOLIUS will not have the right to assert the claim.

(f) You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us notice of your opt-out by certified mail addressed to:

SOLIUS Inc.
Attn. CEO SOLIUS
100 Ravine Lane, Suite 310
Bainbridge Island, WA USA 98110
or by email to: info@solius.com.

In order to be effective, the opt-out notice must include your full name, and mailing address, and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section [20].

(g) 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 must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction 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 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 will be enforceable.

(h) Notwithstanding anything to the contrary in the Terms, if you reside in Canada or any other country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section [19] of the Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

20. Governing Law

Any dispute arising from these Terms and your use of the Sites 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 agree to comply fully with all relevant export laws and regulations of Canada, including, but not limited to Canadian Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (“Canadian Export Controls”). Without limiting the generality of the foregoing, you expressly agree that you shall not export, directly or indirectly, re-export, divert, or transfer any product or technical data thereof to any destination, company or person restricted or prohibit by Canadian Export Controls. You further represent and warrant that you (or if acting on behalf of a business, the business and its officers, directors, and shareholders) are not listed on any Specially Designate National or other denied parties list issued by any agency of the Canadian Government.

24. Miscellaneous

(a) If you are in a country 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.

(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.

(c) If you have a question or complaint regarding the Products or Services, please send an e-mail to info@solius.com. You may also contact us by writing to:

SOLIUS Inc.
Attn. SOLIUS CEO
100 Ravine Lane, 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 Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(h)  Developer Name and Address. Any questions, complaints or claims with respect to the iOS App should be directed to:

SOLIUS Inc.
Attn. SOLIUS CEO
100 Ravine Lane, Suite 310
Bainbridge Island, WA USA 98110
or by email to: info@solius.com.

(i) Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Services.

(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).

The following terms apply if you install, access or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):

(a) You acknowledge that these Terms are between you and SOLIUS only, and not with Google.

(b) Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.

(c) Google is only a provider of the Android Market where you obtained the Android App. SOLIUS, and not Google, is solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.

 (d) You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to our Android App.