Welcome to Solumstore.com. These Solum Store Terms & Conditions (these “Terms”) are a binding agreement between SOLUM America, Inc. with an office located at 65 Challenger Rd., Suite 220, Ridgefield Park NY 07660 (“Solum”, “our,” “we,” or “us”), and you, the customer (“Customer” or “you”) named in the online ordering process, document, agreement, statement of work or other ordering document to which these Terms are attached or otherwise provided (the “Order”). The Solumstore.com website and mobile site are collectively referred to as the “Store Properties” and each individually as a “Store Property.” These Terms govern your purchase of products, software-as-a-service and/or software (collectively, “Products”).

BY CREATING AN ACCOUNT AT A STORE PROPERTY, LOGGING INTO OR OTHERWISE USING ANY STORE PROPERTY OR PURCHASING A PRODUCT, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (B) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE STORE PROPERTIES, ACCEPT DELIVERY OR USE ANY PRODUCTS.

Additional or separate terms may apply to your use of individual services or features available on a Store Property. To the extent that the provisions of any additional terms conflict with these Terms, the additional terms will govern but only with respect to your use of that service or feature.

If you have a separate written agreement with Solum for the purchase and/or use of Products, then such other agreement shall apply, unless that written agreement does not cover a particular Product, in which case, these Terms apply solely to your use of that particular Product.

You agree to provide accurate information when creating an account. You are responsible for maintaining the confidentiality of your login credentials and for any activity under your account. If you believe your account has been compromised, you must notify us immediately at support@solumstore.com. We reserve the right to suspend or terminate accounts for violations of these Terms.

Your use of the Store Properties is subject to our Privacy Policy, which can be found [https://solumstore.com/gdpr-security-privacy-policy]. Please review the Privacy Policy for more on how we collect, use, and protect your personal information.

We strive for accuracy in the information presented on Store Properties. While we make reasonable efforts to display the attributes of the Products on the Store Properties, we do not warrant that product descriptions or other content on the Store Properties are error-free. Prices and promotions are subject to change without notice, and availability may vary.

Proper installation, maintenance and use of our Products are critical. You are responsible for installation, maintenance and use of all Products in accordance with our product installation, maintenance and use guidelines as provided in the Product manuals shipped or otherwise provided to you in connection with your Order (the “Specifications”). Solum does not provide installation services. Solum is not liable for damages caused by improper installation, maintenance or use outside our recommendations found in the Specifications.

Product descriptions, pricing, quantities and term lengths shall be as described in your applicable Order, including the online order process on a Store Property. Orders are not binding until confirmed by Solum and even after confirmation, Solum reserves the right to limit or cancel any Order due to insufficient inventory. You will be notified if your Order is adjusted or canceled. If we cancel part of your Order after you’ve been charged, we will issue a full refund for the canceled portion.

All prices are in United States Dollars. You are responsible for any sales or use taxes that may apply to your Order. Payment is processed upon Order confirmation via verified third-party payment gateways.

All pricing and payment terms will be as provided in your Order.

All promotions and coupon codes are subject to change or cancellation. Expired coupons will not be honored. Promotions may not be combined unless stated otherwise.

Estimated delivery times are provided at checkout. You are responsible for shipping costs associated with the delivery of your Order. Risk of loss and title transfer upon shipment to the carrier.

Returns for hardware products must be initiated within 14 days of delivery. All hardware Products must be unused and in original packaging for full refunds. Opened or installed Products cannot be returned. Certain Products may be non-refundable. For detailed return policy information, please refer to this page: https://solumstore.com/main-refund-and-exchange-policy .

These Terms will commence on the date you create an account, place an Order, or otherwise use the Store Properties or Products, whichever occurs first, and will continue until terminated as set forth herein.

Solum may terminate these Terms and your access to the Store Properties or any Products at any time: (a) immediately for convenience upon written notice to you; (b) immediately if you breach any provision of these Terms; (c) immediately if you become the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation; or (d) immediately if your use of the Products poses a security risk, could adversely impact Solum's systems, or could subject Solum to liability.

Solum may suspend your access to your account, the Store Properties, or any Products immediately: (a) if Solum reasonably believes you have violated these Terms; (b) if your use of the Products disrupts or poses a security risk to the Products or to other users; (c) if you fail to pay any amounts due to Solum; or (d) pending an investigation of suspected misconduct. Solum will use commercially reasonable efforts to provide you with notice of any such suspension.

Upon termination of these Terms: (a) all rights granted to you under these Terms will immediately cease; (b) you must immediately cease all use of the Products and Store Properties; (c) you must pay Solum any unpaid amounts that have accrued prior to the date of termination; and (d) Sections Proprietary Rights, Disclaimers, Limit of Liability, Indemnification, Governing Law; Mandatory Arbitration, and any other sections that by their nature should survive will survive.

Customer shall defend, indemnify, and hold harmless Solum and its parents, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that arise out of or result from: (a) Customer's breach of these Terms; (b) Customer's use of the Products in a manner not authorized by these Terms or the Specifications; (c) Customer's negligence or willful misconduct; (d) Customer's violation of applicable laws or regulations; or (e) any claim that Customer's use of the Products in a manner not authorized by these Terms infringes or misappropriates a third party's intellectual property rights or violates a third party's rights of privacy or publicity. Solum shall: (i) promptly notify Customer in writing of any indemnifiable claim; (ii) give Customer sole control of the defense and settlement of the claim (provided that Customer may not settle any claim in a manner that adversely affects Solum's rights without Solum's prior written consent); and (iii) provide Customer, at Customer's expense, with reasonable cooperation in the defense of such claim.

EXCEPT FOR THE LIMITED WARRANTIES THAT MAY BE EXPRESSLY SET FORTH IN YOUR ORDER: (i) ALL PRODUCTS ARE PROVIDED “AS IS” AND SOLUM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; (ii) SOLUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (iii) SOLUM MAKES NO WARRANTY OF ANY KIND THAT ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

IN NO EVENT WILL SOLUM BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SOLUM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SOLUM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SOLUM UNDER THESE TERMS IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Installation and maintenance of all Products are your responsibility. Refer to our Specifications for best practices. Customers seeking Product support including remote SaaS training can contact Solum at info@solumstore.com. Solum does not provide on-site technical support.

Use of all Solum software and/or software-as-a-service Products and any application program interfaces is governed by Solum’s Terms of Service, which are located [HERE] and are incorporated into these Terms by reference.

If API usage exceeds the limits of the purchased SaaS plan due to excessive calls or abuse, additional charges may apply. In such cases, an invoice for the extra usage will be issued after one month, and payment will be required accordingly.

Customer shall not at any time, directly or indirectly, or permit any third party to: (i) copy, modify, or create derivative works of the Products, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software or other component of the Products, in whole or in part; or (iv) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates applicable law.

Title to and ownership of all intellectual property embodied in any Products, services or other offerings sold hereunder, and including, without limitation, derivative works, compilations, or collective works thereof and all related technical know-how and all rights therein (including without limitation rights in patents, patents pending, copyrights, and trade secrets applicable thereto), are and will remain the exclusive property of Solum. Customer will not act to jeopardize, limit, or interfere in any manner with Solum’s ownership of, and rights with respect to, such offerings. Customer will have only those rights in or to such offerings expressly granted to it pursuant to these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to any of the Products. Customer shall not remove from any Products or other offerings purchased hereunder any copyright, trademark, confidentiality, or other proprietary notices of Solum or its licensors/suppliers.

These Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any dispute or matter arising in connection with or relating to these Terms other than an action for collection of fees due to Solum shall be resolved by binding and final arbitration. The arbitration shall be conducted pursuant to applicable New York arbitration law. The exclusive jurisdiction and forum for resolution of any such dispute shall lie in New York City, New York. BY AGREEING TO MANDATORY ARBITRATION HEREUNDER, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

In no event shall Solum be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Solum’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, pandemic, epidemic riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

These Terms, together with any other documents incorporated herein by reference and all related Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the Order, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms; (ii) second, the Order; and (iii) third, any other documents incorporated herein by reference.

We reserve the right to modify these Terms at any time. Any changes will be posted on this page, and it is your responsibility to review them periodically. Significant changes will be communicated to you via email or through a notification on our website. Continued use of Store Properties and/or the Products following the posting of changes constitutes acceptance of those changes.

No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Products outside the United States.

Unless otherwise agreed, Solum may reference customers in marketing materials (e.g., brand names, case studies).

For any questions about these Terms, please contact: info@solumstore.com.