BY USING THE TECHNOLOGY, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE; AND (B) ACCEPT THESE TERMS OF SERVICE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE TECHNOLOGY AND DELETE IT FROM YOUR DEVICES.

If you have a separate written agreement with Solum for your use of the Technology, these Terms of Service will not apply to you, unless that written agreement does not cover a particular Technology, in which case, these Terms of Service apply solely to your use of that particular Technology.

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1. Affiliate means any entity that owns, is owned by or is under common ownership or common control with another entity.
2. Aggregated Statistics means data and information related to or derived from Customer’s use of the Technology that is used by Solum in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Technology and to provide anonymized statistics to other Solum customers.
3. Authorized User means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Technology under the rights granted to Customer pursuant to these Terms of Service and (ii) for whom administrator status with respect to Customer’s utilization of the Technology has been purchased hereunder.
4. Customer Data means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, processed or otherwise transmitted by or on behalf of Customer or an Authorized User through the Technology.
5. Documentation shall refer to the user manuals, in electronic or printed form, any technical release notes and other technical supporting documentation that may accompany the Technology licensed hereunder or which may, from time to time be provided by or otherwise made available by Solum.
6. Mobile Application means the Solum branded mobile application that provides access to the SaaS Platform.
7. On-Premises Software means the Solum software (in executable code format) that provides control, interface and analytics related to hardware provided by Solum, in each case being more fully described in the Order.
8. Solum IP means the Technology, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Solum IP includes Aggregated Statistics and any information, data, or other content derived from Solum’s monitoring of Customer’s access to or use of the Technology, but does not include Customer Data.
9. SaaS Platform means the Solum software-as-a-service platform located at the Website and through the Web Application and Mobile Application, that provides control, interface and analytics related to hardware provided by Solum, in each case being more fully described in the Order.
10. Web Application means the Solum branded web application that provides access to the SaaS Platform.
11. Website means collectively the Solum website located at www.solum-group.com and associated sub-domains as well as https://eastus.common.solumesl.com/.

2. Access and Use

1. Provision of Access. Subject to the terms and conditions of these Terms of Service, Solum hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15(i)) right to access and use the Technology during the Term, solely for use by Authorized Users in accordance with the applicable Order. Solum shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Technology.
2. Affiliate Use. Customer’s Affiliates may use the Technology, subject to the terms and conditions of the Order and these Terms of Service, including the payment provisions thereof and hereof.
3. Documentation License. Subject to the terms and conditions contained in these Terms of Service, Solum hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Technology.
4. Use Restrictions. Customer shall not use the Technology for any purposes beyond the scope of the access granted in the applicable Order and these Terms of Service. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users or any third party to:
   1. copy, modify, or create derivative works of the Technology, in whole or in part;
   2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Technology;
   3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Technology, in whole or in part;
   4. remove any proprietary notices from the Technology; or
   5. use the Technology 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.
5. Reservation of Rights. Solum reserves all rights not expressly granted to Customer in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service 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 the Solum IP.
6. Suspension. Notwithstanding anything to the contrary in these Terms of Service, Solum may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Technology if: (i) Solum reasonably determines that (A) there is a threat or attack on any of the Solum IP; (B) Customer’s or any Authorized User’s use of the Solum IP disrupts or poses a security risk to the Solum IP or to any other customer or vendor of Solum; (C) Customer, or any Authorized User, is using the Solum IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Solum’s provision of the Technology to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Solum has suspended or terminated Solum’s access to or use of any third-party software or products required to enable Customer to access the Technology; or (iii) in the event of a payment default by Customer that has continued for more than ten (10) days after Solum’s delivery of notice thereof (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Solum shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Technology following any Service Suspension. Solum shall use commercially reasonable efforts to resume providing access to the Technology as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Solum will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
7. Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Service, Solum may monitor Customer’s use of the Technology and collect and compile Aggregated Statistics. As between Solum and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Solum. Customer agrees that Solum may: (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information..

3. Customer Responsibilities

Customer is responsible and liable for all uses of the Technology resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Customer is responsible for all acts and omissions of Authorized Users and must ensure they comply with these Terms. Customer must maintain backups of all data, which remains Customer’s property at all times.

4. Fees and Payment

All fees and payment terms shall be provided in the applicable Order.

5. Confidential Information

Each Party may disclose to the other information identified as confidential. Confidential Information does not include information that is public, known at the time, obtained from a third party, or independently developed. The receiving Party shall maintain confidentiality, use it only to exercise rights or perform obligations, and return or destroy all copies upon expiration or termination. Non-disclosure obligations expire five years, or remain for trade secrets as long as protected under law.

6. Intellectual Property Ownership; Feedback

1. Solum IP. Solum owns all rights, title, and interest in the Solum IP. Customer agrees not to challenge such rights or ownership.
2. Customer Data. Customer owns all rights to Customer Data. Customer grants Solum a non-exclusive, royalty-free license to use Customer Data as needed to provide the Technology.
3. Feedback. Customer assigns to Solum all rights to any suggestions, recommendations, or other feedback regarding the Technology, which Solum may use freely without attribution or compensation.

7. Limited Warranty; Sole Remedy and Warranty Disclaimer

1. Limited Warranty. Solum warrants On-Premises Software for 90 days from delivery to be free from material defects and operate substantially according to the Documentation.
2. Sole Remedy. If Customer reports non-conformity within the Warranty Period, Solum will use reasonable efforts to correct the issue. This is the sole remedy for any breach of warranty.
3. Warranty Disclaimer. Except as set forth above, the Technology is provided “as is” and Solum disclaims all warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

8. Indemnification

1. Indemnification. Customer shall indemnify and hold Solum harmless from third-party claims relating to Customer Data, unauthorized use, gross negligence, or willful misconduct.
2. Indemnification Procedure. Solum shall notify Customer of claims. Customer may take control of defense at its cost, while Solum may participate at its own expense.

9. Limitations of Liability

Solum shall not be liable for consequential, incidental, indirect, special, or punitive damages, loss of data, profits, or goodwill. Solum’s total liability is limited to fees paid in the 12 months preceding the event giving rise to the claim.

10. Term and Termination

1. Term. The term aligns with the applicable Order.
2. Termination. Solum may terminate for non-payment or material breach. Either Party may terminate for insolvency or bankruptcy.
3. Effect of Expiration or Termination. Customer must discontinue use of Technology, return or destroy Solum IP, and pay all fees due.
4. Survival. Sections 1, 2(d), 5, 6, 7(c), 8, 9, 10, 11, 12, 13, 14, and 15 survive termination.

11. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of New York without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts in New York County, New York, and both Parties consent to jurisdiction and venue.

12. Force Majeure

Neither Party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, strikes, labor disputes, acts of government, or network failures. Obligations resume promptly after force majeure ends.

13. Notices

All notices must be in writing and delivered by email, certified mail, or recognized courier to the addresses set in the Order. Notices are effective upon receipt.

14. Miscellaneous

1. Assignment. Customer may not assign without Solum’s consent except to a successor in connection with a merger or sale.
2. Severability. Invalid provisions do not affect enforceability of remaining terms.
3. No Waiver. Failure to enforce any provision does not waive rights to enforce later.
4. Entire Agreement. These Terms and the applicable Order constitute the entire agreement.

15. Contact Information

For any questions regarding these Terms, please contact:

Solum America, Inc.
65 Challenger Rd., Suite 220
Ridgefield Park, NY 07660
Email: support@solum-group.com