SOLUTRAN - GENERAL TERMS OF SERVICE

Last Updated: January 5, 2021

PLEASE PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIAL AND CLASS ACTIONS FOR DISPUTES ARISING OUT OF YOUR USE OF SOLUTRAN'S SERVICES.
 
These General Terms of Service (“Terms”) are a legal agreement between you (“you,” “your”) and Solutran, Inc. (“Solutran,” “we,” “our,” “us”) and govern your use of Solutran's services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to Solutran that you have the authority to bind that business to these Terms and that the business accepts these Terms. By using the Service, you agree to these Terms and any other policies referenced in the Terms. If you do not agree with the Terms, you may not use the Services.

Contact Us
 
If you have any questions about these Terms, please feel free to write to us at:
 
Solutran, Inc.
13305 12th Avenue North
Minneapolis, MN 55441

Privacy
 
Solutran considers protecting your personal information very important and has developed a Privacy Policy describing Solutran's information collection policies and practices, which is incorporated into these Terms by reference as if set forth in its entirety herein. You agree that Solutran's Privacy Policy is applicable to your use of the Services.
 
Permission to Use the Services
 
You have the right to access and make personal use of the Services. By doing so, you agree that you will access and use the Services only for personal lawful purposes.

These Terms govern your access and use of both the publicly available portion of the Site and the password protected or secure areas of the Site, if applicable.

If you violate any of the Terms, your access to and use of the Services may terminate and you must immediately destroy any copies of their content that you possess or are that are within your control.

Revision of Terms
 
We may amend the Terms at any time by posting the revised version here or communicating it to you through the Services. The revised version will be effective as of the time it is posted. The most current version will supersede all previous versions. Your continued use of the Services after any revision means that you accept the updated Terms.

Your Use of the Services; Card Terms; Provider Charges
 
If you use the Services, you may be subject to charges imposed by your wireless or other applicable provider. Payment of such charges is solely your responsibility. We do not warrant that the Services will be compatible with your mobile device or wireless or other applicable provider, and your use of the Services may be subject to the terms of your agreements with your device manufacturer or applicable provider.

You may also receive an S3™ Card, barcode or other similar payment device (“Card”) to access certain aspects of the Services. In addition to the Terms, you agree to be bound by any and all applicable cardholder terms and conditions that may accompany your Card. You may request a duplicate set of such cardholder terms and conditions by writing to us at the address above or by visiting the “Contact Us” link found on our website(s).

Communications from Solutran
 
By using the Services, you consent to receiving communications and notices from Solutran, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to Solutran in connection with your Solutran Account. Standard message and data rates applied by your wireless or other applicable provider will be solely your responsibility. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
 
Use of Information Submitted to Solutran
 
You may submit any comments, information or ideas to Solutran regarding the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place Solutran under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or disclose the Idea on a non-confidential basis or otherwise to anyone. Solutran will treat all Ideas as non-confidential and they will become the property of Solutran. Solutran's ownership rights to those Ideas includes, but is not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or other products or services, based thereon.
 
Access to Site
 
You may be required to open an account with Solutran (a “Solutran Account”) to gain full access to and use all of the available Services. To open a Solutran Account, we will ask you for information, which may include but is not limited to, your name and other personal or financial information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Solutran Account, including for any actions taken by other people or entities to whom you have granted access to your Solutran Account. We reserve the right to change the account type, suspend or terminate the Solutran Account if you provide inaccurate, untrue, or incomplete information or if you fail to comply with other Solutran Account requirements.
 
Restrictions on Use of Site and Service
 
Access to and use of password protected or secure areas of the Services is restricted to authorized users only. You may not allow any other person to use your username, password or account at any time. You must notify us immediately of any unauthorized use of your username, password or account and any other breach of security. We are not liable for any loss you may incur because of someone else using your username, password or account, with or without your knowledge.

By using the Services, you agree not to (1) upload, post, e-mail or otherwise send or transmit any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services; (2) use any manual process or robot, or other automated means, to access or monitory any material or information on any Solutran system; (3) interfere with the servers or networks connected to the Services or to violate any of the procedures, policies or regulations of networks connected to the Services; (4) impersonate any other person while using the Services; (5) conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Services; (6) use the Services for any unlawful purpose; (7) resell or export the software associated with, or any other portion of, the Services; and (8) use the Services in any way not expressly permitted by these Terms.

Solutran does not promote, recommend or condone use of the Services during certain activities, such as automobile driving, where there is a significant risk of accident. You agree not to use the Services during such activities.

Termination

We may terminate the Terms or suspend or terminate your Solutran Account or your access to and use of the Services without prior notice, in Solutran's sole discretion, at any time, and Solutran is not liable for any such termination. You may also terminate the Terms applicable to you and your Solutran Account by discontinuing your use of the Services and deactivating your Solutran Account at any time.
 
Links to Other Sites
 
The Services may contain links to websites belonging to Solutran's partners or others that may provide information and/or services that might be useful to you. When you follow links to any third-party website, you agree that your use of such website will be subject to the terms of use and privacy policy posted on that website. Please review them carefully. Solutran does not control or endorse any third-party websites and makes no representation about the accuracy, completeness or reliability of such content. When you use a third-party website, our Privacy Policy is no longer in effect. Solutran is not responsible for any loss or damage you incur because of dealing with a third party accessed through a link on the Services.
 
Legal Disclaimer and Limitation on Liability
 
ACCESS TO THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS.
 
SOLUTRAN AND ITS RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, VENDORS, CONTRACTORS, CONTENT PROVIDERS, RETAILERS AND CONSUMER PRODUCT PARTNERS (COLLECTIVELY, “SERVICE-RELATED PARTIES”) DO NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION FURNISHED ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICE-RELATED PARTIES DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY INFORMATION ACCESSIBLE ON OR OTHERWISE PROVIDED BY THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE-RELATED PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT POSTED ON OR OTHERWISE PROVIDED BY THE SERVICES. SUCH INFORMATION DOES NOT CONSTITUTE MEDICAL ADVICE OR CARE.
 
YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES. IN NO EVENT SHALL THE SERVICE-RELATED PARTIES BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. THE SERVICE-RELATED PARTIES SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR ANY THIRD-PARTY SITE.
 
TO THE FULLEST EXTENT OF THE LAW, YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE SERVICE-RELATED PARTIES FROM LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SERVICES OR THEIR CONTENT. 
 
Some states do now allow the forgoing warranty and damage limitations, so the forgoing language may not apply to you. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest extent permitted by applicable law.
 
Indemnification
 
You agree to indemnify and hold the Service-Related Parties harmless from and against any losses, damages, claims, costs, judgments, tax or other regulatory assessments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of or related to: (1) any actual or alleged breach of these Terms; (2) your wrongful or improper use of the Services; (3) your violation of any third-party right; (4) your violation of any law, rule or regulation of any state, federal or international government; and (5) any other person or entity's access to or use of the Services or your Solutran Account with your unique identifiers, passwords or security codes.

Right to Monitor Services/Solutran Account and Terminate Access
 
Solutran has the right, but not the obligation, to monitor any activity related to the Services, including your Solutran Account. Solutran may, without notice to you: (1) disclose information from the Services or your Solutran Account to any third party, including law enforcement agencies, to protect its rights and property in response to legal process, or in a good faith belief that disclosure is justified or required, or in an emergency situation; (2) investigate any reported violation of its policies and complaints, and take any appropriate action it deems appropriate at any time, including without limitation, suspension or termination of access and/or use of the Services and your Solutran Account; and (3) in its sole discretion and at any time, discontinue providing or limit access to the Services or your Solutran Account.
 
Change in Service
 
Solutran may add or remove, suspend, stop, delete, discontinue, or impose conditions on the Services at any time and without any notice to you.
 
Ownership and Intellectual Property
 
All right, title and interest in and to every aspect of the Services are and shall remain the intellectual property and copyrighted works of Solutran. All rights not expressly granted to you with respect to the Services shall be expressly reserved by Solutran.
 
Except as expressly stated in these Terms, neither the Services, nor any part thereof, may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted or distributed in any form or by any means, including without limitation, electronic, mechanical, photocopying, recording or otherwise without the prior written consent of Solutran.
 
The content on the Services is protected by copyright, trademark and/or other proprietary rights of the Service-Related Parties. They reserve all rights, including copyright, to all content on the Services. Any use of the content on the Services not expressly permitted by the Terms is a breach thereof and may violate copyright, trademark and other laws. All rights not granted by these Terms are reserved to the Service-Related Parties. To obtain permission to use the content other than as expressly provided in these Terms, submit your request in writing to the address provided above at the beginning of these Terms.
 
Choice of Law
 
You agree that these Terms of Service or any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between you and the Service-Related Parties arising from or relating to these Terms of Service, their interpretation or breach, termination or validity, the relationships which result from these Terms of Service, the Service or any related transaction shall, to the maximum extent permitted by applicable law, be governed by the laws of the state of Minnesota, without regard to its conflicts of laws rules.
 
Binding Arbitration

You agree to arbitrate any and all disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SOLUTRAN. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration hearing will occur in Minneapolis, Minnesota, or another mutually agreeable location. The arbitrator's award will be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual Party's claim. An Arbitrator's decision and judgment thereon will not have a precedential or collateral estoppel effect. If you prevail on any claim for which you are legally entitled to attorney's fees, you may seek to recover those fees from the arbitrator. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Hennepin County, Minnesota, or federal court for the District of Minnesota. Nothing in this Agreement shall bar a Party from seeking immediate injunctive relief in a court of competent jurisdiction in emergent circumstances, including but not limited to the dissemination of its Intellectual Property.
 
Limitation of Actions
 
Any claim, cause of action or other proceeding arising out of or related to the Services, including your Solutran Account, must commence within one (1) year after such claim or cause of action accrues, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be forever barred.
 
Entire Agreement
 
These Terms and any additional terms and policies to which you have agreed, including but not limited to the Privacy Policy, constitute the entire agreement between you and Solutran relating to the Services. These Terms do not limit any rights that Solutran may have under intellectual property or other laws.
 
Non-Waiver
 
Solutran's failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.
 
Severability
 
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall be enforced.
 
Survival
 
The provisions of these Terms survive the expiration or termination of your access to the Services.