Last Updated: December 24, 2025

These Solum Terms of Service (these “Terms of Service”) are a binding agreement between SOLUM America, Inc. with an office located at 65 Challenger Rd., Suite 130, Ridgefield Park NJ 07660 (“Solum”), and you, the customer (“Customer”) named in the agreement, statement of work or other ordering document to which these Terms of Service are attached or otherwise provided (the “Order”). Solum and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” These Terms of Service govern your use of any and all of the following: the Mobile Application, the Web Application, the Website, the SaaS Platform, the Documentation and the On-Premise Software (each as defined below and collectively, the “Technology”). The Technology is licensed, not sold, to you.

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.

Section - 1. Definitions

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. “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. 

Section - 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:
   1. 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; 
   2. 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
   3. 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.

Section - 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. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Service if taken by Customer will be deemed a breach of these Terms of Service by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms of Service’s provisions as applicable to such Authorized User’s use of the Technology, and shall cause Authorized Users to comply with such provisions. Customer shall perform all other Customer obligations specified in the Order. Customer agrees that it shall be solely responsible for maintaining copies, backing up, and/or archiving all of Customer’s data or information (and/or the data or information of Customer which Customer uses on or with the Technology), and Solum disclaims any responsibility with respect therewith. All of Customer’s data used or stored by Customer on or in connection with the Technology shall be and remain at all times the property of Customer, and Solum agrees that it does not have and will not obtain any right thereto.

Section - 4. Fees and Payment. 

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

Section - 5. Confidential Information. 

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: 

1. in the public domain; 
2. known to the receiving Party at the time of disclosure;
3. rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
4. independently developed by the receiving Party. 

The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required

1. in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or 
2. to establish a Party’s rights under these Terms of Service, including to make required court filings.

On the expiration or termination of these Terms of Service, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Service for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Section - 6. Intellectual Property Ownership; Feedback. 

1. Solum IP. Customer acknowledges that, as between Customer and Solum, Solum owns all right, title, and interest, including all intellectual property rights, in and to the Solum IP. Customer shall have the exclusive right on a world-wide basis to prosecute, register, and/or apply for registration of any intellectual property rights related to the Technology. As part of the consideration for use of the Technology, Customer agrees not to challenge the validity or ownership of the Technology or any part thereof or any associated right.
2. Customer Data. Solum acknowledges that, as between Solum and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Solum a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Solum to provide the Technology to Customer.
3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Solum by mail, email, telephone, or otherwise, suggesting or recommending changes to the Solum IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Solum is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Solum on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Solum is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Solum is not required to use any Feedback.

Section - 7. Limited Warranty; Sole Remedy and Warranty Disclaimer. 

1. Limited Warranty. Any and all warranties provided relative to the SaaS Platform shall only be as expressly provided in the applicable Order. Exclusively with regard to On-Premises Software, Solum warrants that for a period of ninety (90) days (the “Warranty Period”) after the delivery of the On-Premises Software (including the initial delivery of the On-Premises Software and any future delivery of Updates) to Customer: The On-Premises Software will be free of material defects and shall operate substantially in accordance with the Documentation. If, during the Warranty Period, the On-Premises Software does not operate substantially in accordance with the Documentation, Solum’s sole obligation and Customer’s sole remedy shall be as set forth in Section 7(b) hereof.
2. Sole Remedy for On-Premises Software. If Customer timely notifies Solum in writing of a non-conformity with the limited warranty in Section 7(a) solely with respect to the On-Premises Software, and all of the following are true:  
   1. in its written notification to Solum, Customer identifies in reasonable detail the information necessary for Solum to recreate such non-conformity;
   2. Solum is able to reproduce such non-conformity in the applicable operating environment and verify that the non-conformity is caused by the On-Premises Software and not caused by, for example, a third party software product, misuse by Customer or a hardware defect; and
   3. Customer is using the version of the On-Premises Software licensed pursuant to these Terms of Service, Solum shall use commercially reasonable efforts commensurate with the severity of such non-conformity to bring the On-Premises Software into conformity with such warranty, and deliver to Customer an error correction or Update. During this process, Customer shall continue to provide all information reasonably requested by Solum to assist Solum in identifying and correcting the non-conformity. Solum’s obligations under this Section 7(b) shall be Customer’s sole remedy for any breach of any warranty relating to the On-Premises Software.
3. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 7(a), THE SOLUM IP AND THE TECHNOLOGY ARE PROVIDED “AS IS” AND SOLUM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. 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. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), SOLUM MAKES NO WARRANTY OF ANY KIND THAT THE SOLUM IP, OR 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 HARDWARE, SYSTEM, OR OTHER TECHNOLOGY, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT SOLUM SHALL NOT BE RESPONSIBLE OR LIABLE FOR:
   1. THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS AND USEFULNESS OF THE TECHNOLOGY;
   2. ANY DATA STORED, SENT OR RECEIVED OR NOT SENT OR RECEIVED;
   3. ANY CONTENT OR CONDUCT OF ANY THIRD PARTY, OR
   4. ANY BREACH OF SECURITY OR MISUSE OR UNAUTHORIZED DISCLOSURE OF DATA.  IF CUSTOMER MAKES ANY UNAUTHORIZED CHANGES OR MODIFICATIONS TO THE TECHNOLOGY, OR ANY HARDWARE THAT IS SOLD IN CONNECTION THEREWITH, THE WARRANTIES IN THIS SECTION SHALL BE NULL AND VOID. THE WARRANTIES SET FORTH IN THIS SECTION ARE INTENDED SOLELY FOR THE BENEFIT OF CUSTOMER. IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THE APPLICABLE Order, AND NO WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD.

Section - 8. Indemnification. 

1. Indemnification. Customer shall indemnify, hold harmless, and, at Solum’s option, defend Solum and its officers, directors, employees, agents, successors and permitted assigns (collectively, “Representatives”) from and against any losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) resulting from:
   1. any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Customer Data, or any use of the Customer Data in accordance with these Terms of Service, infringes or misappropriates such third party’s intellectual property rights;
   2. and/or any Third-Party Claims based on Customer’s or any Authorized User’s (A) gross negligence or willful misconduct; (B) use of the Technology in a manner not authorized by these Terms of Service, provided that Customer may not settle any Third-Party Claim against Solum unless Solum consents to such settlement, and further provided that Solum will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 
2. Indemnification Procedure. Solum shall promptly notify Customer in writing of any claim for which Solum believes it is entitled to be indemnified pursuant to these Terms of Service. Solum shall cooperate with Customer at Customer’s sole cost and expense. At Solum’s option, Customer shall immediately take control of the defense and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at Customer’s sole cost and expense. Solum’s failure to perform any obligations under this Section will not relieve Customer of its obligations under this Section except to the extent that Customer can demonstrate that it has been materially prejudiced as a result of such failure. Solum may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Section - 9. Limitations of Liability. 

IN NO EVENT WILL SOLUM BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: 

1. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;
2. INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;
3. LOSS OF GOODWILL OR REPUTATION;
4. USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR
5. COST OF REPLACEMENT GOODS OR TECHNOLOGY, 

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 OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SOLUM ON ACCOUNT OF THE TECHNOLOGY GIVING RISE TO THE CLAIM FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

Section - 10. Term and Termination. 

1. Term. The term of these Terms of Service shall align to the term of the Order pursuant to which the relevant Technology is provided (the “Term”).
2. Termination. In addition to any other express termination right set forth in these Terms of Service:
   1. Solum may terminate these Terms of Service, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Solum’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(d) or Section 5;
   2. either Party may terminate these Terms of Service, effective on written notice to the other Party, if the other Party materially breaches these Terms of Service, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
   3. either Party may terminate these Terms of Service, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 
3. Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms of Service, Customer shall immediately discontinue use of the Technology and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Solum IP and certify in writing to Solum that such Solum IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
4. Survival. Sections 1, 2(d)-(g), 5, 6, 7(c), 8, 9, 11, 13 and 15 survive any termination or expiration of these Terms of Service. No other provisions of these Terms of Service survive the expiration or earlier termination of these Terms of Service.

Section - 11. Geographic Restrictions. 

The Technology is based in the state of New York in the United States and provided for access and use only by persons located in the United States and/or Canada. If you access the Technology from outside the United States and/or Canada, you are responsible for compliance with local laws.

Section - 12. Updates. 

Solum may from time to time in its sole discretion develop and provide updates to the Technology, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related Documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Solum has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality other than as may be expressly stated in the applicable Order. Based on your device settings, when your device is connected to the internet either: (a) the On-Premise Software, Mobile Application and/or Web Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Technology or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Technology to which they relate and be subject to all terms and conditions of these Terms of Service.

Section - 13. Third-Party Materials. 

The Technology may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Solum is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Solum does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Section - 15. Miscellaneous. 

1. Other Solum Remedies; Audit Rights. Solum shall have the right, in the event of any material breach of these Terms of Service by Customer, to limit, suspend or terminate these Terms of Service and Customer’s right to use the Technology immediately upon notice to Customer. In the case of any actual or suspected material breach of these Terms of Service, Solum shall have the right to audit the Customer’s use of the Technology, which may include accessing the hardware on which Customer has installed the On-Premises Software at any time during or after the Term.
2. Publicity. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms of Service or, unless expressly permitted under these Terms of Service, otherwise use the other Party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably delayed or withheld, provided, however, that Solum may, without Customer’s consent, include Customer’s name and/or other indicia in its lists of Solum’s current and/or, as the case may be, former customers of Solum on its website and in other promotional and marketing materials.
3. Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Service 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 of Service, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:
   1. first, these Terms of Service, excluding its Exhibits; 
   2. second, the Order; 
   3. third, the Exhibits to these Terms of Service; and 
   4. fourth, any other documents incorporated herein by reference.
4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of these Terms of Service and/or the Order (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms of Service, a Notice is effective only:
   1. upon receipt by the receiving Party; and
   2. if the Party giving the Notice has complied with the requirements of this Section.
5. Force Majeure. In no event shall Solum be liable to Customer, or be deemed to have breached these Terms of Service, for any failure or delay in performing its obligations under these Terms of Service, 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.
6. Waiver. 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 of Service, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Service 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.
7. Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Service 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 of Service 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.
8. Governing Law; Mandatory Arbitration. These Terms of Service 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 of Service 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 OF SERVICE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Solum, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms of Service are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 
10. Export Regulation. 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 Technology or any Customer Data outside the United States and/or Canada. 
11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(d), may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
12. Counterparts. These Terms of Service may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement