This Terms of Service and Client Agreement ("Agreement") constitutes a legal contract between you and Solaraey, a service provided by SMTP Solutions LLC ("Company", "we", "us", or "our") (collectively, "the parties" and individually, "a party"). If this Agreement is being agreed to not as an individual but on behalf of your company, then "you" or "Client" refers to your company, which will be bound by the terms of this Agreement.
This Contract encompasses both your initial acquisition as well as future transactions that refer to this Contract. It relates to your engagement with our proprietary database rights ("Data"), our digital services ("Services"), together with any related documents as the Product Suite. Furthermore, this Contract encompasses any Customer Support we offer.
You are granted specified entitlements to access and utilize the Product Suite and Customer Support strictly according to the terms outlined in this Contract. This Contract does not imply or confer any additional rights in any Product Suite or Customer Support.
Your related entities are authorized to employ the Product Suite in adherence to the terms of this Contract to the same extent as you are. For the purposes of this Contract, a "Related Entity" is defined as any entity that directly or indirectly controls, is controlled by, or is under common control with you, where "control" means possessing more than 50% of the voting rights or other equivalent governing authority of an entity.
To utilize our Services and initiate Transactions, you must establish an Account on our website. You are obligated to maintain accurate and complete account information and to keep this information updated to enable communication via email or through your Account. You bear full responsibility for all activities conducted through your Account, including all Transactions and Service Periods initiated.
Transactions are initiated by following the purchase or subscription processes on our website or by soliciting an invoice from us. A Transaction denotes your intent to subscribe to a specific Product Suite, including any restrictions on the number of Data Handling instances you can manage and outlines the License Term or Service Period. Transactions become binding only after we have received and processed full payment, and access to the respective Product Suite is enabled.
Service Periods renew automatically for intervals equivalent to the initial Service Period unless you decide to cancel your subscription. Should you opt to cancel or discontinue your subscription, no refunds will be provided for any remaining Service Period. By accepting these terms, you agree to and accept responsibility for all recurring costs to your payment method without further consent from you and without additional notification, except as mandated by law. You accept that the recurring cost may vary if applicable tax rates or fees are adjusted. In such instances, you will be provided at least 30 days' notice before such changes are enacted.
You agree to use our Data exclusively for lawful purposes and in a manner consistent with this Contract. You are prohibited from misusing the Data in any manner that could impair our Services or disrupt any other party's usage of our Services.
We are committed to implementing strong security measures to protect your data and our Services. You are responsible for securing any passwords and other access information necessary to enter your Account and must take reasonable steps to prevent unauthorized access to your Account.
The intellectual property rights in the Services, Data, and any documentation provided are owned by or licensed to us. This Contract grants no intellectual property rights in the Services, Data, or associated documentation except as explicitly stated herein.
You are prohibited from altering, copying, adapting, translating, or creating derivative works from the Services, Data, or any part of the documentation. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Services, except as allowed by law.
Within the framework of this Contract, "Client Data" refers to any data, applications, configuration settings, content, code, images, or materials of any type that you, the client, upload, transmit, submit, or otherwise make available to us or our Products for any purpose.
The ownership of Client Data remains with you. You retain all rights, titles, and interests in your Client Data. Under the terms of this Contract, you grant us a global, non-exclusive, royalty-free license to collect, use, transfer, and store your Client Data, but solely to the extent necessary for us to deliver the contracted Products or to address your support inquiries.
Throughout the duration of this Contract, we may gain access to or receive information that includes but is not limited to documents, data, technical specifications, methods, processes, computer programs, scripts, reports, and manuals which are owned or controlled by you and are deemed proprietary or confidential ("Confidential Information"). This access can occur in various circumstances such as when you store this information within our Products, or when you provide it as part of a support request not labeled as "public" by you.
Neither Solaraey nor its affiliates, suppliers, or licensors shall be held accountable for losses that may arise under this agreement, regardless of the nature of the claim (be it contract, tort, strict liability, or otherwise), specifically including:
You agree to the following terms as you enter this Contract:
Except where mandated differently by applicable law, our aggregate liability for any claims arising from or related to this Contract, whether in contract, tort (including negligence), or any other legal theory, is limited to the amount you have paid us for the Products during the twelve (12) months preceding the event that gave rise to the claim.
You agree to indemnify, defend, and hold harmless Solaraey and its affiliates, officers, agents, employees, and partners from any third-party claims or liabilities arising from:
This Contract may not be assigned or transferred by you without our prior written consent. You are permitted to transfer this Contract in its entirety, including all related Orders, to any successor in interest of your business (e.g., through merger, acquisition, or sale of assets), provided that:
Any attempt to assign this Contract without compliance with these terms is void.
Solaraey reserves the right to assign this Contract or any rights hereunder without your consent. We may delegate our responsibilities or assign this Contract, in whole or in part, to any affiliate or third party, while maintaining responsibility for their compliance with this Contract. This Contract shall benefit and bind the successors and permitted assigns of the parties.
You affirm that your involvement with Solaraey, under this Contract, will not breach any applicable export control laws, regulations, or directives of the United States, the United Kingdom, Australia, or any other jurisdiction.
Solaraey may use your company name and logo in promotional materials. Should you wish to opt-out of such promotional use, please inform us via email at [email protected].
Notices required under this Contract must be in writing. Solaraey may provide such notices to you via email, meeting all legal requirements for written communications. Notices are deemed delivered the first business day after they are sent.
You are required to send notices to us via email at [email protected], with the subject marked "LEGAL NOTICE". Your notices are deemed effective upon our receipt.