Last Updated on: August 30th, 2022
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, INCLUDING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE SERVICES IF YOU ARE AN INDIVIDUAL THAT IS NOT AT LEAST 18 YEARS OLD OR IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT.
PLEASE BE AWARE THAT SECTION 13 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING ARBITRATION. UNLESS YOU OPT OUT: (i) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF WASHINGTON, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), such Subscription is subject to automatic renewals and recurring payments in accordance with Section 4.3.
1. The Services
- 1.1 About. Solo's goal is to try to make the gig economy market more efficient for the worker by collecting and using information provided or made available by a user from Third Party Platforms to provide insights on the profitability of the Third Party Platforms and help users optimize their use of Third Party Platforms.
- 1.2 Access and Use. Subject to this Agreement, Solo grants you a limited, non-exclusive, revocable, limited, nontransferable, non-assignable, non-sublicensable, and “as is” right to access and use the Services solely for your own personal or internal business use, subject to any use limitations.
- 1.3 Application License. Subject to your compliance with the Agreement, Solo grants you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, and “as is” license to download, install and use a copy of Applications on a single mobile device and to run such copy of the Applications solely for your own personal or internal business purposes in connection with accessing and using the Services.
- 1.4 Restrictions. You acknowledge and agree that you will not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, structure, ideas, algorithms, or associated know-how of, the Services, or reconstruct, or discover, any hidden or non-public elements of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (ii) translate, adapt, or modify the Services or any portion thereof or write or develop any program based upon the Services or any portion thereof; (iii) export, sell or distribute any content or portion of the Services; (iv) transmit unlawful, infringing, or harmful data or code or any other data or code that you are not authorized to transmit, either to or from the Services; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services); (vi) alter or remove any trademarks or proprietary notices contained in or on the Services; (vii) engage in framing, mirroring, or otherwise simulating the appearance or function of the Services; (vii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks or engage in, or attempt to engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services(except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (viii) use the Services except as expressly permitted under the Agreement.
- 1.5 Modification. We may modify, update, suspend, or discontinue the Services (in whole or in part) at any time with or without notice to you. You agree that Solo is not be liable to you or to any third party for any modification, update, suspension, or discontinuation of the Services. You may need to update third party software from time to time in order to use the Services.
- 1.6 Third Party Materials. As a part of the Services, you may have access to materials that are hosted by another party, as made available by another user. You agree that it is impossible for Solo to monitor such materials and that you access these materials at your own risk.
- 2.1 About. In order to access certain features of the Services you may be required to register an account on the Services (“Account”). The Services may allow you to register an Account via a valid account on the social networking service (“SNS”) through which the you have connected to the Services (each such account, a “SNS Account”). You promise that: (i) all required registration information you submit in connection with your registration is truthful and accurate; and (ii) you will maintain the accuracy of such information.
- 2.2 Access and Use. You are responsible for all activities that occur under your Account. You agree to immediately notify Solo of any unauthorized use or suspected unauthorized use, of your Account or any other breach of security. Solo will not be liable for any loss or damage arising from your failure to comply with the above requirements. You may not share your Account or password with anyone. Solo reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Solo.
3. Third Party Platforms
- 3.2 Access. By linking your Account with SNS Accounts or your account on a Third Party Platform (each a “Third Party Account”) you are allowing Solo or Argyle, as applicable, to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Solo, or Argyle, as applicable, and/or grant Solo, or Argyle, as applicable, access to your Third Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Solo to pay any fees imposed by the applicable SNS or Third Party Platform.
4. Fees; Payment
- 4.1 Fees and Payment. You will pay Solo all fees and charges to your Account according to the billing terms in effect at the time a fee or charge is due. Solo may add new products and services for additional fees and charges, or amend fees and charges for existing products and services, at any time in its sole discretion. Solo reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. All fees are non-cancellable, non-refundable, and non-recoupable. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Solo’s net income).
- 4.2 Payment Information. You may be required to provide Solo, its third party payment service provider, or the App Store through which you downloaded the Application (the “Merchant”) with information pertaining to a valid credit card (Visa, MasterCard, or any other issuer accepted by us), or other permitted payment method (“Payment Information”). You agree that Solo and its third party payment service provider, as applicable, is authorized to immediately charge the PaymentInformation for all fees due and payable by you and that no additional notice or consent is required. You agree to immediately notify Solo of any change in your billing address or Payment Information. Without limiting anything set forth therein, you acknowledge and agree that all Payment Information is sent directly to and stored with the third party payment processor using its security protocols. Solo does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information.
- 4.3 Subscriptions. The fee for a Subscription will be billed at the start of the Subscription and at regular intervals in accordance with your elections at the time of purchase. Solo reserves the right to change the timing of our billing. Each Subscription will continue for the period identified at the time of purchase (the “Initial Term”) and will then be automatically renewed indefinitely for additional periods of the same duration as the Initial Term (each a “Renewal Term”) at Solo’s then-current fees for such Subscription. You agree that any Subscription you purchase will be subject to this automatic renewal feature unless you cancel your Subscription prior to the commencement of the next Renewal Term. For purposes of this Agreement, each of the Renewal Terms and the Initial Term of a Subscription, are referred to individually as a “Subscription Period”. In the event that Solo provides a discount or free period during any Subscription Period, such discount or free period will not apply during any subsequent Subscription period unless otherwise determined by Solo in its sole discretion. Upon renewal of a Subscription, if Solo or the Merchant does not receive payment via the Payment Information, you agree: (i) to pay all amounts due on your Account upon demand; and/or (ii) that Solo or Merchant may terminate or suspend the Subscription and continue to attempt to charge the Payment Information until payment is received.
- 4.4 Cancellations. You may cancel a Subscription prior to the start of a Renewal Term by through your account with the Merchant. If you cancel a Subscription, such cancellation shall be effective as of, and you may use such Subscription until the end of, the then-current Subscription Period, but the Subscription will not be renewed thereafter. However, in no event will you be eligible for a prorated refund of any portion of the fees paid for the then currentSubscription Period.
- 4.5 Upgrades and Downgrades. If you choose to upgrade your Subscription in the middle of a Subscription Period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and Solo does not accept any liability for such loss.
- 4.6 Payment Services Provider. All financial transactions related to our Services will be processed by our third-party payment service provider for online payments, or by the Merchant or its third-party payment service provider for in-app payments, in each case according to their respective terms and conditions. We aren’t responsible in any event for the actions or inactions of a Merchant or any third-party payment service provider, including system downtime or payment service outages, and any billing and fee disputes may require resolution between you and the Merchant or applicable third party directly.
- 4.7 Trials. We may offer access to certain features and functionality of the Services for a limited period of time (“Free Trials”). Free Trials are provided “as-is” without warranty of any kind. We will have no liability arising out of or in connection with Free Trials. Free Trials must be used within the specified time of the Free Trial. At the end of the Free Trial period, your ability to access and use the features and functionality of the Services made available through the Free Trial will expire and any further use of the applicable features and functionality is prohibited unless you purchase a Subscription for the applicable features and functionality.
5. IP Rights
- 5.1 Ownership. You acknowledge that we or our suppliers own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for the limited access rights expressly set forth herein, you are not granted any rights with respect to the Services and there are no implied licenses granted by Solo under this Agreement.
- 5.2 Feedback. You acknowledge that we or our suppliers own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for the limited access rights expressly set forth herein, you are not granted any rights with respect to the Services and there are no implied licenses granted by Solo under this Agreement.
- 6.1 Your Content. You acknowledge that we or our suppliers own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for the limited access rights expressly set forth herein, you are not granted any rights with respect to the Services and there are no implied licenses granted by Solo under this Agreement.
- 6.2 Misuse of Content. You acknowledge that we or our suppliers own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for the limited access rights expressly set forth herein, you are not granted any rights with respect to the Services and there are no implied licenses granted by Solo under this Agreement.
- 6.3 Investigations. Solo may, but is not obligated to, monitor or review the use of the Services and Content at any time. Without limiting the foregoing, Solo shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason). If Solo becomes aware of any possible violations by you of any provision of the Agreement, Solo may investigate such violations, and, at its sole discretion, immediately terminate your license to use of the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
- 6.4 No Obligation to Pre-Screen Content. Solo may, but is not obligated to pre-screen, refuse or remove any Content for any reason, including if Content violates the Agreement or is otherwise objectionable. Solo has no responsibility or liability for the deletion or accuracy of any Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. Unless expressly agreed to by Solo in writing elsewhere, Solo has no obligation to store any of Your Content.
- 6.5 Representations and Warranties. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) Make Available all of Your Content; (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content; and (iii) access and permit Solo to access on your behalf any Third Party Platforms.
- 7.1 Copyright Policy. Solo respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
- Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.The designated Copyright Agent for Solo is:
- Designated Agent: Bryce Bennett
- Address of Agent: 1525 11th Ave, Seattle, WA 98122
- Email: firstname.lastname@example.org
- 8.1 Indemnification. You agree to indemnify and hold Solo (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any loss, claim, or demand arising out of: (i) your use of the Services; (ii) your violation of this Agreement; (iii) your violation of applicable laws or regulations; (iv) Solo's use in accordance with this Agreement of any data, content, information, or feedback that you Make Available to the Services; or (v) your violation, or Your Content’s violation, of any rights of another party, including any users. We may assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter for which you may have an indemnification obligation hereunder without the prior written consent of Solo. Solo will use reasonable efforts to notify you of any claim, action, or proceeding for which you may have an indemnification obligation hereunder upon becoming aware of it. This provision does not require you to indemnify Solo (or its officers, employees, or agents) for Solo's (or its officers’, employees’ or agents’) fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or Services provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, the Agreement and/or your access to the Services.
9. Interactions with Third Parties
- 9.1 Third Party Links. The Services may contain links to or allow you to connect to third party websites and services, including Third Party Platforms (“Third Party Links”). Such Third Party Links are not under the control of Solo, and Solo is not responsible for any Third Party Links. Solo provides access to these Third Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Links. You use all Third Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third Party Links, and the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Links.
- 9.2 Interactions with other Users. You are solely responsible for your interactions with other users and any other parties with whom you interact. You agree that Solo will not be responsible for any liability incurred as the result of such interactions. You may be provided access to Content of other users on or through the Services. Solo is not responsible for and does not control such Content. Solo has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to such Content.
- 9.3 App Stores. You acknowledge and agree that the availability of the Applications is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that this Agreement is between you and Solo and not with the App Store. Solo, not the App Store, is solely responsible for Solo, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Service, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Service, including the Application. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of the Agreement and will have the right to enforce it.
- 10.2 Disclaimer of Liability for Your Choices and Third Party Actions. YOU ACKNOWLEDGE AND AGREE THAT (i) ALL DECISIONS YOU MAKE REGARDING WHICH THIRD PARTY PLATFORMS TO USE AND WHEN ARE ENTIRELY YOUR OWN; (ii) ALL INFORMATION PROVIDED ON THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND SOLO MAKES NO PROMISES OR WARRANTIES ABOUT THE ACCURACY OR EFFECTIVENESS OF SUCH INFORMATION, THE AMOUNT OF MONEY YOU CAN OR WILL MAKE BY USING ANY THIRD PARTY PLATFORMS, OR ANY OUTCOMES RESULTING FROM DECISIONS YOU MAKE BASED ON SUCH INFORMATION; AND (iii) SOLO IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SOLO LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF ANY SNS, THIRD PARTY PLATFORM, ANY EXTERNAL SITES, OR OTHER USERS AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
11. Limitation on Liability
- 11.1 Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOLO (OR SOLO'S SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PORTION THEREOF, EVEN IF SOLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR COMPUTER SYSTEMS, OR LOSS OF DATA RESULTING THEREFROM. UNDER NO CIRCUMSTANCES WILL SOLO PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) $1,000 USD AND (ii) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SOLO OR (a) DEATH OR PERSONAL INJURY CAUSED BY A SOLO PARTY’S NEGLIGENCE; OR FOR (b) ANY INJURY CAUSED BY SOLO'S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SOLO AND YOU.
12. Term and Termination
- 12.1 Term. You and we agree that the Agreement commenced on the earlier to occur of (i) the date you first used the Services or (ii) the date you accepted the Agreement and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Agreement.
- 12.2 Termination of Services by Solo. We may terminate this Agreement at any time for any reason, including if you have materially breached any provision of the Agreement, or if Solo is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful). Solo may immediately and without notice, suspend or terminate any Services provided to you.
- 12.3 Termination of Services by You. If you want to terminate this Agreement, you may do so by (i) notifying Solo at any time; and (ii) closing your Account. Your notice should be sent, in writing, to Solo's address set forth below.
- 12.4 Termination of Services by You. TERMINATION OF YOUR ACCOUNT DOES NOT CANCEL YOUR SUBSCRIPTION. IF YOUR ACCOUNT IS TERMINATED BY YOU OR BY US, YOU MUST SEPARATELY TERMINATE YOUR SUBSCRIPTION WITH THE MERCHANT IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 4.4 (AUTOMATIC RENEWAL).
- 12.5 Effect of Termination. Termination of this Agreement includes removal of access and all related information, files, associated with or inside your Account (or any part thereof), and Your Content. Solo will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13. Arbitration Agreement
Please read this Section (the “ArbitrationAgreement”) carefully. It is part of your contract with Solo and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND ACLASS ACTION WAIVER.
- 13.1 Applicability of Arbitration Agreement. Subject to the terms of this ArbitrationAgreement, you and Solo agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”)will be resolved by binding arbitration, rather than in court, except that: (1)you and Solo may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Solo may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
- 13.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Solo. If that occurs, Solo is committed to working with you to reach a reasonable resolution. You and Solo agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Solo therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this ArbitrationAgreement (“Informal Dispute ResolutionConference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”),which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Solo that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to email@example.com or regular mail to our offices located at 1525 11th Ave, Seattle, WA 98122.The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the sameInformal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute ResolutionConference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’sDispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section.
- 13.3 Waiver of Jury Trial. YOU AND SOLO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Solo are instead electing that all Disputes shall be resolved by arbitration under thisArbitration Agreement, except as specified in the Section entitled“Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- 13.4 Waiver of Class and Other Non-Individualized Relief. YOU AND SOLO AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 13.9,EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS ANDNOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED,OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER ORUSER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER ORUSER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 13.9 entitled“Batch Arbitration.” Notwithstanding anything to the contrary in thisArbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section,“Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Solo agree that that particular claim or request for relief (and only that particular claim or request for relief)shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Washington. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or Solo from participating in a class-wide settlement of claims.
- 13.5 Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of thisArbitration Agreement and any arbitration proceedings. If the Informal DisputeResolution process described above does not resolve satisfactorily within sixty(60) days after receipt of your Notice, you and Solo agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules(the “AAA Rules”) then in effect, except as modified by this Section of this Arbitration Agreement. The AAA Rules are currently available athttps://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include:(1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and(5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay ,or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a non frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Solo otherwise agree, or the Batch Arbitration process discussed in Section 13.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If theAAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Solo agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
- 13.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Washington and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.If the parties are unable to agree upon an arbitrator within thirty-five (35)days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 13.9 is triggered, the AAA will appoint the arbitrator for each batch.
- 13.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and OtherNon-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class andOther Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section entitled “BatchArbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
- 13.8 Attorneys' Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Solo need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
- 13.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Solo agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Solo by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter),the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remainingRequests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a“substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“AdministrativeArbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Solo.
You and Solo agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
- 13.10 30 Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Solo, 1525 11th Ave, Seattle, WA 98122, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Solo account (if you have one),and an unequivocal statement that you want to opt out of this ArbitrationAgreement. If you opt out of this Arbitration Agreement, all other parts of thisAgreement will continue to apply to you. Opting out of this ArbitrationAgreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- 13.11 Invalidity, Expiration. Except as provided in the Section entitled “Waiver ofClass or Other Non-Individualized Relief”, if any part or parts of thisArbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Solo as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
- 13.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Solmakes any future material change to this Arbitration Agreement, we will notify you.Unless you reject the change within thirty (30) days of such change become effective by writing to SoSeattle, WA 98122, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this ArbitrationAgreement do not provide you with a new opportunity to opt out of theArbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to this Agreement)remain in full force and effect. S will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
- 14.1 Changes. This Agreement is subject to occasional revision, and we reserve the right to charge fees for accessing and using the Services. If we make any substantial changes, we may require you to accept the changes, notify you by sending you an e-mail, as explained in Section 13.6, and/or by prominently posting notice of the changes on the Services. Any changes to this Agreement will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Services. The changes will be effective immediately for new users of the Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.
- 14.2 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to use, export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Solo, or any products utilizing such data, in violation of the United States export laws or regulations. You may not use, export, import, or transfer The Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, 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. You also will not use The Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Solo are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Solo products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- 14.3 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- 14.4 Electronic Communications. The communications between you and Solo use electronic means, whether you use the Services or send us emails, or whether Solo posts notices on the Services or communicates with you via email. For contractual purposes, you: (i) consent to receive communications from Solo in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Solo provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
- 14.5 Governing Law and Venue. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF WASHINGTON , CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. Both you and Solo agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in King County, Washington.
- 14.6 Notice. Where Solo requires that you provide an e-mail address, you are responsible for providing Solo with your most current e-mail address. In the event that the last e-mail address you provided to Solo is not valid, Solo's dispatch of the e-mail containing such notice will constitute effective notice. You may give notice to Solo at the following address: 1525 11th Ave, Ste 05-106, Seattle, WA 98122. Such notice shall be deemed given when received by Solo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- 14.7 International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Solo intends to announce such services or content in your country. The Services are controlled and offered by Solo from its facilities in the United States of America. Solo makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
- 14.8 Entire Agreement. This Agreement constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Solo is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Solo's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Solo may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
- 14.9 Contact Information.
- 1525 11th Ave, Seattle, WA 98122
- Email: firstname.lastname@example.org
15. Accessing and Downloading Applications from iTunes
With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- 15.1 You acknowledge and agree that (i) the Agreement is concluded between you and Solo only, and not Apple, and (ii) Solo, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- 15.2 You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- 15.3 In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Solo and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Solo.
- 15.4 You and Solo acknowledge that, as between Solo and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- 15.5 You and Solo acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Solo and Apple, Solo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- 15.6 You and Solo acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
- 15.7 Without limiting any other terms of the Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.