THIS Solo Cash Inc SERVICES AGREEMENT INCLUDES THE TERMS AND CONDITIONS SET FORTH BELOW, (THIS “AGREEMENT”), WHICH IS A BINDING LEGAL AGREEMENT ENTERED INTO BY AND BETWEEN Solo Cash, INC. (“Solo Cash”) AND THE ENTITY YOU REPRESENT IN AGREEING TO THIS AGREEMENT (“USER”). THIS AGREEMENT GOVERNS USER’S USE OF AND ACCESS TO THE Solo Cash services, HARDWARE AND SOFTWARE (COLLECTIVELY, THE “services”), . Solo Cash AND USER MAY ALSO BE REFERRED TO INDIVIDUALLY AS A “PARTY” OR COLLECTIVELY, AS THE “PARTIES” THROUGHOUT THIS AGREEMENT. BY CLICKING "ACCEPT" OR BY USING THE SERVICES, YOU REPRESENT THAT YOU HAVE SIGNATURE AUTHORITY TO BIND USER, ARE AN ADULT IN YOUR JURISDICTION, AND HEREBY AGREE TO BE BOUND BY, THIS AGREEMENT. CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.
ACCEPTANCE OF AGREEMENT By accessing the Services, you agree that you have read, understood, and accepted all of the terms and conditions contained in this Agreement, and that you have read and acknowledged our Privacy Policy and Cookie Policy (collectively, "Supplemental Agreements "). These Supplemental Agreements are incorporated by reference into this Agreement (meaning you also agree to them). For example, if you create a Solo Cash Account, use any of our Tools (defined below) or use the Services in any other way, you are bound to this Agreement and the Supplement Agreements.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Services Agreement and any exhibits hereto.
“Assets” means the IP addresses, domain names, web applications and other assets to which User directs the services.
“Services” means the products and services, including any data, that are ordered by User under an Order Form and made available online by Solo Cash Including any offline services.
“User” means the user named above or YOU
“User Data” means electronic data and information regarding User's Assets that Solo Cash obtains solely as a result of its provision, and the User's use, of the services. Reports shall be deemed to be User Data.
“Documentation” means the usage guides and policies made available by Solo Cash to User, as updated from time to time, via login to the applicable Service.
“Digital Transaction” A digital transaction refers to the electronic swap of funds or assets between parties, eliminating the need for physical cash or paper. It encompasses various forms of transactions, including online payments and electronic contracts (through banks or digital ledgers such as blockchains), and can involve one or multiple participants.
“Hardware” means the servers that are utilized to effectuate digital transactions and handle user transactions with Solo Cash services. Some hardware may include systems and servers not owned, controlled, or maintained by Solo Cash.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“No Charge Services” means services provided to User at no cost or no fees. In no event shall support or ancillary services that Solo Cash provides as part of, or related to, services where the pricing is bundled within the pricing for services be deemed to be No Charge Services. Please note that the No Charge Services have modified terms as indicated within this Agreement.
“Order Form” means an ordering document or online order specifying the services to be provided by Solo Cash to User. The Order Form may take any of the following forms: (a) an online order to send, receive, or cash or digital assets directly or indirectly through Solo Cash’ web site via its partners.
“Reports” means the reports made available to User that summarize the findings regarding the Assets.
“Reseller” means an entity that has entered into a direct agreement with a user to resell the services of Solo Cash.
“Software” means the software that is utilized to enable User's access digital wallets and digital transactions.
“Subscription Term” means term of each subscription as specified in the applicable Order Form.
“Third Party Data” means data provided to Solo Cash by third parties that Solo Cash uses to provide the services, such as vulnerability information.
“User” means any individual or entity that accesses or uses the Services, including the Interface and Wallet software, regardless of whether they pay a fee or complete a transaction.
Solo Cash will (a) make the services available to User, in accordance with this Agreement and the applicable Order Forms, (b) provide User with Solo Cash standard support for the services, (c) make the services available pursuant to the standard Solo Cash Service Agreement, and (d) subject to User's use of services in accordance with this Agreement, provide the services in accordance with our privacy policy (at https://solocash.io/privacy/ )
Solo Cash will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data pursuant to the Solo Cash’ security policies. Those safeguards will include, but will not be limited to, measures to prevent access, use, modification or disclosure of User Data by Solo Cash personnel except (a) to provide the services and to prevent or to address service or technical problems, (b) as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below, or (c) as expressly permitted in writing by User.
Solo Cash will be responsible for the performance of its personnel (including its employees and contractors) and the Solo Cash personnel’s compliance with Solo Cash’ obligations under this Agreement.
User may place Orders for the services by submitting an Order Form to Solo Cash. Upon submission of an Order Form by a User such User's rights and obligations relating to the services shall be governed by the terms of this Agreement
Subject to User's compliance with the terms and conditions of this Agreement and set forth in this Agreement,, Solo Cash grants User a limited, non-exclusive, non-transferable right during the applicable Subscription Term to: (i) access the user interface of the services with an industry standard web browser (like Firefox, Chrome, Safari, etc.) and to use the services, solely for User's own purposes to manage digital assets and broadcast transactions to the blockchain except for Prohibited Use (See Section 9.0 below); (ii) grants Users the right to access the services solely for User's own internal business purposes.
User shall not (i) modify, adapt, alter, translate or create derivative works of the services or Documentation; (ii) reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the services and/or any aspect of Solo Cash’ technology; (iii) access and/or engage in any use of the services in a manner that abuses or materially disrupts the Assets, networks, security systems, of any third party; (iv) rent, lease, loan, or use the services to a third party via timesharing or as a service bureau; (v) market, offer to sell, sell, and/or otherwise resell the services to any third party; (vi) use the services other than in accordance with the Documentation or to scan an Asset for which User does not have the right or consent to scan; or (vii) remove, alter or obscure any proprietary notices on the services or the Documentation.
Use of the services are subject to limits on the number of Assets as specified in an Order Form. If User exceeds a usage limit, then Solo Cash may work with User to seek to reduce User's usage to conform to the applicable limit. If, notwithstanding Solo Cash’ efforts, User is unable or unwilling to abide by a usage limit, then shall be liable for the fees for such excess usage in accordance with the “Invoicing and Payment” section below.
User has no right to access, use, relocate or otherwise handle the hardware specified in the terms of this agreement, except as directed or authorized by Solo Cash.
Any Software provided hereunder is permitted, under the terms of this agreement to be used, not sold, by User and only for the limited use as permitted herein and in accordance with the related services. Nothing herein authorizes User to be a reseller of Solo Cash services
As part of our Services, User understand that they need to be onboarded in compliance with digital asset interface regulations and, once onboarded, use a non-custodial digital wallet (“wallet”) that can store and send certain supported Digital Assets in order to send and receive digital assets via a digital transaction on a blockchain. User understands and agrees that Solo Cash’s software will enable the user’s non-custodial wallets to be able to set for this purpose. Users may also opt to eventually delete their own wallet as well as Solo Cash, as long as regulations permit. In this capacity, User understands that Solo Cash is merely a data processor and software provider.
In order to use Solo Cash Services, you will need to satisfy an onboarding process, along with the terms of our Compliance Program which coincides with Anti-Money Laundering and Know Your Customer (“KYC”) provisions that are standard in any compliant digital asset interface. “Compliance Program" means the requirements set by Solo Cash or our partners for collecting, verifying, recording and reporting information, including biometrics data and liveness checks, about you as a user, upon first accessing certain products or services and on an ongoing basis, whether for our business risk-management purposes or to comply with legal requirements applicable to Solo Cash or our partners. You may be required to provide certain information and documentation in line with laws and regulations applicable to you and to us (" Onboarding Information "). For example, we may request additional information to verify your identity or source of funds. We may request personally identifiable information such as network address, name, email, residence address, company address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations.
In order to create a personalized wallet for digital transactions, users may be required to provide additional information including their phone number or email, and a one time password ("OTP"). Users must not provide another person's phone number or email address. This Wallet will be linked to the User's Solo Cash account and will be controlled by User.When a User creates a Wallet, a mnemonic phrase (aka a "seed phrase") is created with random entropy on the user device which is then used to derive a cryptographic key pair. The resultant public/private key pair represents the Wallet and ownership of the private key is evidence of the User's ownership and/or possession of a specific amount of supported Digital Assets in their Wallet. The public key is visible to all participants of a blockchain's network. This public/private key pair enables the User to send and receive Digital Assets on the relevant blockchain network. The private key must be used to digitally sign transactions for any Digital Asset represented by the corresponding public key. Solo Cash will not store any User's mnemonic or private key in its database. Instead, User utilizes a dedicated and secure data center leveraging hardware security and proprietary technology to encrypt the mnemonic and automatically backup the encrypted wallet. The User retains sole control of their Wallet and private key at all times.
Solo Cash will never request the User's private key. Solo Cash can not directly access their mnemonic or private key. Only the email or phone number associated with the Solo Cash Account can access the materials needed to decrypt the encrypted backup. This encrypted backup is only ever decrypted on the User's local device and is never sent or stored anywhere on the Solo Cash servers. The User may choose to backup and export their mnemonic at any time. The User may also request that Solo Cash delete any encrypted backup of your mnemonic. Please note that if the User does export their mnemonic, they are solely responsible for the security of their wallet, and Solo Cash can not be liable for any lost or stolen data. Additionally, if there is additional two-factor authentication enabled, the User may be required to authenticate with a second OTP in order to access their encrypted wallet backup.
Once authenticated, the User may initiate any wallet related transaction using the Solo Cash Services. Solo Cash does not sign messages on the User's behalf or control the wallet on their behalf. Once authenticated, the User can initiate any relevant blockchain transaction. Solo Cash has no duty to inquire into or investigate the validity or accuracy of any transaction, though it may, at its sole discretion, inquire into or investigate such transactions. The User will be responsible for keeping their phone and/or email address secure and for any activity associated with their phone/email and their Wallet. If any user loses their keys to their Wallet, they may lose access to their Wallet and any Digital Assets contained in their Wallet. Solo Cash will not be responsible if someone else accesses the User's phone/email and authorizes a transaction upon receipt of the OTP. The User should let Solo Cash know immediately if their phone has been stolen and/or their phone or email has otherwise been compromised. You agree as a User that you are solely responsible for maintaining the security of your private keys and their third party wallets and Solo Cash Wallets (collectively, the“Wallets”). User acknowledges and agrees, without prejudice to any other terms in this Agreement, that you bear all of the risk of any loss of access to their Wallets and any Digital Asset contained in their Wallets.
Solo Cash has no ability to access the User's mnemonic or any other raw private key information. We cannot unilaterally initiate a transfer of Digital Assets or otherwise access Digital Assets in the User's non-custodial wallet. Neither Solo Cash, nor our partners are your brokers, intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you as a User regarding any other decisions in connection with a Wallet or our Services. Nor are we responsible for any activities that a User engages in when using their Wallet, other than explained elsewhere in this agreement.
Solo Cash is not liable for fluctuations in the fiat currency value of Digital Assets in a User's Wallets. Users are solely responsible for any and all sending initiations that are initiated through such Wallets and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any such initiations.
As our platform utilizes blockchain technology, our "digital rail”, User understands that such transactions are irreversible. This is a fundamental acknowledgment of how public blockchains operate.
Once you confirm a purchase or sale order for cryptocurrency, the transaction is final and you are generally bound to the terms of that order. You may not cancel, reverse or change any order once it has been submitted Solo Cash Inc will not issue refunds, as we do not receive User funds.
User will not be entitled to any credit or refund. A transaction utilizing Solo Cash, its webapp, its partners’ integrated sites, are final because blockchain transactions are irreversible and executed directly by the user. User waives any refund after they submit a transaction
Because transactions are irreversible, it is the sole responsibility of the user to be vigilant of any fraud or mistake and to keep usernames and passwords private. User agrees and understands this.
User understands that Solo Cash Inc’s role is to provide a User interface and a non-custodial wallet, which is controlled by the user’s own actions of sending, and the finality is achieved by the decentralized blockchain network.
Users will pay all fees specified in the online Order Forms, except as otherwise specified herein or in an Order Form. User also agrees and understands that such posted fees, other than the Platform fee, are determined by the third-party ramp provider and may be subject to incidental and rapid changes reflecting real-time changes to global exchange rates.
Fees will be shown in advance and otherwise in accordance with the relevant Order Form. Network fees (gas) and our partner fees are estimated and charged by third parties. SoloCash does not collect or control these fees. Unless otherwise stated in the Order Form. User is responsible for providing complete and accurate billing and contact information to Solo Cash and notifying Solo Cash of any changes to such information.
If any amount invoiced to a User for a transaction through Solo Cash is ultimately completed through our on-ramp partner, yet, the User's underlying payment through Solo Cash’s interface for such is subsequently rejected by a bank, card, or other payment method, then, the charges attempted to be paid by the User(but were rejected or reversed) are deemed overdue. Without limiting Solo Cash’ rights or remedies, those charges may accrue late interest at the rate of 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
If any charge owing by User is 30 days or more overdue, Solo Cash may, without limiting its other rights and remedies, suspend services until such amounts are paid in full provided that Solo Cash has given User at least 10 days’ prior notice that its account is overdue. Such notice may be in the form of an email. User also agrees that they will not do anything that would subject Solo Cash Inc to legal scrutiny by engaging in illegal conduct like money laundering, gambling, or utilizing suspiciously sent amounts. User agrees that Solo Cash Inc or its partners may, in their sole discretion, suspend and/or ban User from the platform for the reasons above or for violating the PROHIBITED USES listed in this agreement, with or without an explanation.
Solo Cash will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if User is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Solo Cash’ fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, HST, GST, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). User is responsible for paying all Taxes associated with its purchases hereunder. If Solo Cash has the legal obligation to pay or collect Taxes for which User is responsible under this section, Solo Cash will invoice User and User will pay that amount unless User provides Solo Cash with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Solo Cash is solely responsible for taxes assessable against it based on its income, property and employees.
User agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Solo Cash regarding future functionality or features.
Users agrees that any given quote on Solo Cash’s Order Form(s) may be modified at any time and are subject to fluctuations in exchange rates established by partners and digital asset price fluctuations.
Subject to the limited rights expressly granted hereunder, Solo Cash, its licensors reserve all of their right, title and interest in and to the services including all of their related intellectual property rights. No rights are granted to User hereunder other than as expressly set forth herein.
User grants Solo Cash a worldwide, limited- term license to host, copy, transmit and display User Data as necessary for Solo Cash to provide the services in accordance with this Agreement. Subject to the limited licenses granted herein, Solo Cash acquires no right, title or interest from User or its licensors under this Agreement in or to any User Data.
User grants to Solo Cash and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by User or Users relating to the operation of Solo Cash’ or its Affiliates’ services.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of User includes User Data; Confidential Information of Solo Cash Includes the services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose any Confidential Agreement to any third party other than its Partners that are apart of the transactions, Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Solo Cash warrants that during each applicable Subscription Term (a) the services will perform materially in accordance with the applicable Documentation, (b) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data, and (b) Solo Cash will not materially decrease the overall security of the services.
Solo Cash warrants that the Hardware and Software provided hereunder, when operated by User in accordance with this Agreement and the Documentation, will operate in substantial conformity with the applicable Documentation. User's sole and exclusive remedy for breach of this warranty is to notify Solo Cash of the non-conformity in writing, whereupon Solo Cash, as its sole obligation and liability, will at its election, either: (i) correct the affected Hardware or Software to render it conforming to the applicable Documentation within a reasonable period of time or replace such Hardware, or Software or in the event that (i) is not commercially reasonable, (ii) allow User to terminate the applicable Order and refund User a pro-rata portion of the fees paid for such item if such order has not been finalized by the User. This section sets forth User's sole and exclusive remedy and Solo Cash’ entire liability to User for any Software (excluding services) or Hardware non-conformity.
User warrants that it has, and will have, all requisite rights with regards to each Asset to direct, and to consent to, Solo Cash providing the services for such Asset. While Solo Cash’s services do not contain any malicious code and are meant to protect User, To the extent Solo Cash’ services may traverse such laws, User also waives any claims or violations of the U.S. Federal Wiretap Act, for Computer Fraud and Abuse 18 U.S.C. § 1030, California Invasion of Privacy Act, and all similar laws and claims in the U.S. and other countries.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO CHARGE SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
User agrees that they may not use their Solo Cash Account or any of the Services to engage in the following categories of activity (" Prohibited Use"): Unlawful Activity : Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation (including fraud, money laundering, or terrorist activities), or sanctions programs (administered in the countries where Solo Cash conducts business) including, but not limited to, the U.S. Department of Treasury's Office of Foreign Assets Control (" OFAC "), or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information. Scraping : The use of any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data; Abusive Activity : Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Services, other Solo Cash Accounts, computer systems or networks connected to the Services, through password mining or any other means; use Solo Cash Account information of another party to access or use the Services, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's Solo Cash Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Solo Cash. Abuse Other Users : Interfere with another individual’s or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the Services about others without proper consent. Fraud : Activity which operates to defraud Solo Cash, Solo Cash users, or any other person; provide any false, inaccurate, or misleading information to Solo Cash. Unlawful Gambling : Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are unlawful. Intellectual Property Infringement : Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Solo Cash intellectual property, name, or logo, including use of Solo Cash trade or service marks, without express consent from Solo Cash or in a manner that otherwise harms Solo Cash or the Solo Cash brand; any action that implies an untrue endorsement by or affiliation with Solo Cash. Forbidden Activity : Transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law. Unacceptable Activity : Transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF TOTAL AMOUNT PAID OR PAYABLE BY USER HEREUNDER FOR THE services IN THE TWELVE MONTHS PRECEDING THE APPLICABLE INCIDENT OUT OF WHICH THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT USER'S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
The limitations set forth above shall not apply to (i) either Party’s indemnification obligations, (ii) damages for a breach of Confidential Obligations that results in an actual unauthorized use or unauthorized disclosure of Confidential Information (iii) damages related to either party’s unauthorized use, disclosure, or distribution of the other party’s intellectual property; provided, however, that these exclusions shall not apply to Solo Cash’ liability related to No Charge Services which shall be governed by Section 10.1 and 10.2.
This Agreement commences on the Effective Date and continues until one year (365 days) after all subscriptions or Orders hereunder have expired or have been terminated, or otherwise pursuant to local laws.
Solo Cash may terminate this Agreement entirely, at any time, with or without notice to User, except such terms explained below, shall survive any termination or expiration of this Agreement. Solo Cash will not be liable for any costs, expenses, or damages as a result of its termination of this Agreement.
Upon request by User made within 60 days after the effective date of termination or expiration of this Agreement, Solo Cash will make User Data available to User for export or download as provided in the Documentation. After such 60-day period, Solo Cash will have no obligation to maintain or provide any User Data, and as provided in the Documentation will thereafter delete or destroy all copies of User Data in its systems or otherwise in its possession or control, unless legally prohibited.
Upon termination, suspension, or expiration of this Agreement, User will cease all use of Solo Cash services and not attempt to use the services through a third party.
The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “User Data Portability and Deletion,” “Effect of Termination”, “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
The services and other Solo Cash technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Solo Cash and User each represents that it is not named on any U.S. government denied-party list. User will not permit any other person to access or use any services that is a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Russia, Sudan, Syria or Crimea), by persons or entities prohibited from receiving U.S. exports, or in violation of any U.S. export law or regulation.
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
This Agreement is the entire agreement between Solo Cash and User regarding User's use of services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Other than a permitted herein, this Agreement may not be amended other than by a writing signed by duly authorized representatives of each party. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the body of this Agreement, and (3) the Documentation.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
There are no third-party beneficiaries under this Agreement.
All notices related to the termination or a legal claim related to, arising from, this Agreement (“Legal Notices”) will be in writing and will be effective upon (a) personal delivery, or (b) the second business day after mailing via two-day mail. Legal Notices to User will be addressed to User. Billing- related notices to User will be addressed to the relevant billing contact designated by User and may be sent via email. System-related notices may be sent via email or made available in release notes.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Though Solo Cash’s software interface enables digital asset transactions via partners, user understands that it is still a risk. As with any asset, the value of Digital Assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should carefully consider whether buying, selling, trading or holding Digital Assets is suitable in light of their financial condition. Solo Cash may provide educational information about Digital Assets in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided through the Services does not constitute investment, tax, legal, or other professional advice. Solo Cash does not recommend, suggest, advise or endorse that you purchase or sell Digital Assets, or make any purchase of any good or service. Before engaging in any transaction or any other activity, you should consult a qualified professional. Solo Cash is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that (a) you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for you, (b) you are familiar with the operation of Digital Asset buying, selling and trading, and have the experience required to use the Services, and (c) you assume all liability and responsibility for determining whether using the Services is legal in your jurisdiction and you agree to not use any of the Services if your use is illegal or otherwise prohibited or limited by any rule or regulation. Your use of the Services requires you to assume all attendant risks and Solo Cash expressly disclaims any and all liability or responsibility for any such risks. In this Agreement, we list some of the potential risks of your use of the Services and Digital Assets but this list is not intended to cover all potential risks or otherwise be comprehensive and you acknowledge that you may be subject to and liable to significant other potential risks. Hardware, software or connections required to interact with a Digital Assets network might fail or succumb to malware, unauthorized access or malicious attacks, or natural disasters. Third parties may obtain unauthorized access to the Services, including, but not limited to, your public and private keys. Solo Cash shall not be liable or responsible whatsoever for any communication failures, disruptions, errors, distortions or delays or other potential adverse events or adverse consequences you may experience when using the Services, however caused. Unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. Solo Cash has no control over any cryptocurrency network and shall not be liable or responsible whatsoever for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions or other potential adverse events or adverse consequences you may experience. When placing an order to buy or sell a Digital Asset, the order will be promptly executed at the price as offered by Solo Cash. Solo Cash does not make any representation, warranty or guarantee that the prices offered by Solo Cash are fair market value, and may, at times, be materially higher or lower than prices available on other platforms or Digital Asset exchanges. Additionally, the timing of transactions may be affected by matters in the blockchain and the application of the relevant protocols. Solo Cash shall not be liable or responsible whatsoever for any such price differences or other potential adverse events or adverse consequences you may experience. Under certain market conditions an End User may find it difficult to liquidate a position. In such circumstances, the market may not have sufficient demand to meet the End Users request to execute such a transaction. Digital Assets are not legal tender, are not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. Legislative, judicial and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets. It is possible that in the future, certain laws, regulations, policies or rules relating to Digital Assets may be implemented, which would directly or indirectly affect or restrict your interaction with Solo Cash and your ability to use, send or swap Digital Assets. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Once you send Digital Assets to an address, you may lose access to your Digital Assets temporarily or indefinitely. For example, an address may have been entered incorrectly, or an address may belong to an entity that will not return your Digital Assets. Digital Assets mistakenly sent to an address that we do not control may not be recoverable. The value of a Digital Asset may be derived from the continued willingness of market participants to swap fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset be materially adversely impacted or otherwise disappear. There can be no assurance that a person who accepts a Digital Asset as payment today will continue to do so in the future. The volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant losses over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable. The price (which can go up or down and even drop to zero) and liquidity of Digital Assets have been subject to large fluctuations in the past and may be subject to large fluctuations in the future. The nature of Digital Assets may result in an increased risk of fraud, theft, hack or cyber attack. By using the Services, you agree that the data sources that maintain your accounts and any third parties that interact with your credentials or account data in connection with our service are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our services (including negligence), except to the extent such liability cannot be limited under Applicable Law. By using the Services, you agree that the data sources that maintain your accounts and any third parties that interact with your credentials or account data in connection with our service are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our services (including negligence), except to the extent such liability cannot be limited under Applicable Law.
YOU AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS SECTION.
For all Disputes, whether pursued in court or arbitration, you must first give Solo Cash an opportunity to resolve the Dispute. You must commence this process by sending a message to our Chatbox or FORM on our contact page, clearly denoting that it is a “legal matter”, or mailing a written notification to us at the address listed on our website www.solocash.io. That written notification must include (1) your name, (2) your address, (3) a written description of your Dispute, and (4) a description of the specific relief you seek. If Solo Cash does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
If you reside in the United States, the following provisions apply to you:
If you reside in an African country , the following provisions apply to you:
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the Mauritius International Arbitration Centre (MIAC) in accordance with its Arbitration Rules in force at the time of the dispute. The language of arbitration shall be English.
(Teleconference/Video) The parties explicitly agree that any hearings, conferences, or proceedings may be conducted remotely via video conference or teleconference (e.g., Zoom, Microsoft Teams) at the request of either party. The arbitrator shall have the authority to order such remote proceedings to ensure efficiency and reduce costs, and personal appearance in Mauritius shall not be required.
This Agreement shall be governed by and construed in accordance with the substantive laws of Delaware, USA without regard to conflict of law principles.
Unless both you and Solo Cash Inc agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
To the fullest extent permitted by applicable law, you and Solo Cash Inc hereby waive the right to a trial by jury as to any issue relating to or arising out of this Agreement or your use of the Services.
Exclusive Jurisdiction of Disputes in Singapore. If you reside outside of the United States, the following provisions apply to you: Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ('SIAC') in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ('SIAC Rules') for the time being in force, which rules are deemed to be incorporated by reference in this clause.
If any clause within this Section 14 (other than the Class Action and Jury Trial Waiver clauses) is found to be illegal or unenforceable, that clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action or Jury Trial Waiver clause is found to be illegal or unenforceable, this entire Section 14 will be unenforceable and the Dispute will be decided by a court. This Section shall survive the termination of this Agreement and your use of the Software.
1. Liability Cap To the maximum extent permitted by applicable law, the total cumulative liability of Solo Cash Inc, its affiliates, and their respective officers, directors, employees, and agents to you for any claim arising out of or relating to this Agreement—whether in contract, tort (including negligence), or otherwise—shall be strictly limited to the total fees paid by you to Solo Cash Inc in the six (6) months preceding the event giving rise to the claim (or $100 USD] if no fees were paid).
2. Exclusion of Consequential Damages In no event shall Solo Cash Inc be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or loss of business opportunity, even if Solo Cash Inc has been advised of the possibility of such damages.
The Software is a “Commercial Item” as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and if the Software is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the Software for or on behalf of a United States government entity, the Software is licensed (a) only as a Commercial Item and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement. Unpublished rights reserved under the copyright laws of the United States.
You acknowledge that SoloCash is a software interface provider and technical service provider that does not provide fiat currency conversion, intermediary services, nor custody services. All fiat settlement services (on-ramps/off-ramps) are performed exclusively by Licensed Third-Party, Liquidity, Partners (including, but not limited to, Yellow Card Financial, Coins.ph, Kotani Pay). By using these features, you agree to be bound by the Terms of Service of the respective Settlement Partner and authorize SoloCash to share your identity information with them (or for said Liquidity Settlement Partner to use such) strictly for the purpose of transaction processing and compliance (KYC/AML).
v.12.18.25