Terms and Conditions Governing the Use of Soligent Elite
Welcome to the Soligent Elite. Soligent Distribution, LLC (“Soligent”) provides our conditional use of Soligent Elite (“Soligent Elite”) as an exclusive service to our valued customers. The Soligent Elite loyalty program utilizes software and content that is proprietary to Soligent and is confidential. By ultizing Soligent Elite, the user acknowledges and agrees to the following terms and conditions, including those pertaining to Soligent’s proprietary rights with respect to the software and content of the Soligent Elite program (which provided or developed directly by Soligent or furnished by a third party as contracted by Soligent). By registering to be a user or acessing or using Soligent Elite in any manner, you are:
(a) thereby knowingly and willingly entering into an agreement between you and the organization or entity on whose behalf you are accepting these terms and conditions on one hand and Soligent on the other hand;
(b) verifying you are at least 18 years old;
(c) acknowledging you have read and understand these terms and conditions;
(d) verifying you and the organization or entity on whose behalf you are accepting these terms and conditions are not a prohibited person; and
(e) you and any organization or entity on whose behalf you are accepting these terms and conditions do accept and intend to be bound by them.
1. Definition. Proprietary Information means, to the extent previously, presently or subsequently disclosed by or for Soligent to you, all financial, business, legal and technical information of Company or any of its affiliates, suppliers, customers and employees including, but not limited to, information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof. Proprietary Information shall include within its scope any and all information related to the Company’s software including, but not limited to, Soligent Elite and other software that is stored and password protected on Soligent Elite. Proprietary Information also includes the terms and conditions of any agreements pertaining to software transactions or possible transactions between the parties and any transactions of third party software contracted by Soligent for the benefit of the customer, the fact that disclosures, evaluations, transactions or possible transactions between the parties are taking place as well as the status and results of the disclosures, evaluations, transactions or possible transactions. Proprietary information is inclusive of the specific details of Soligent Elite, including program structure, details, points “Soligent Bucks”, multiplication of points, quarterly thresholds, or account details of Soligent Elite. Proprietary Information shall not include any information that:
(a) was rightfully known to Recipient without restriction before receipt from Company;
(b) is rightfully disclosed to Recipient without restriction by a third-party; or
(c) is or becomes generally known to the public through no fault of Recipient.
The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof are all Proprietary Information.
2. Restrictions. You agree to use the Proprietary Information only for its consideration internally of a business relationship or transaction between the parties, and its performance in any resulting arrangement, but not for any other purpose. You further agree to maintain the Proprietary Information as secret, and exercise all reasonable precautions to prevent unauthorized access, use or disclosure. You represent you will not copy the Proprietary Information and you will not disclose any Proprietary Information to any third-party other than employees of the organization or entity on whose behalf you are accepting the terms and conditions: (1) that have been approved to view the Proprietary Information by the owners or decisions makers of the organization or entity in writing; and (2) have separately agreed to be bound by the terms and restrictions herein to protect the Proprietary Information. You represent you will not decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets and you will not export or re-export (within the meaning of US or other export control laws or regulations) any Proprietary Information or product thereof. You shall promptly notify Soligent of any unauthorized use or disclosure of Proprietary Information, and shall be responsible for any breach of its confidentiality obligations by its employees and agents. Recipient will promptly notify Company if it decides not to proceed with the proposed business relationship or transaction.
3. No Warranties or Licenses. Any Proprietary Information is provided "AS IS." Soligent will not be liable to you for damages arising from any use of the Proprietary Information, or any third party Proprietary Information contracted by Soligent in connection with Soligent Elite, from errors, omissions or otherwise. All of Soligent’s rights in and to the Proprietary Information remain the exclusive property of Soligent. Neither these terms and conditions, nor any disclosure of Proprietary Information hereunder.
(a) grants to Soligent any right or license under any copyright, patent, mask work, trade secret or other intellectual property right;
(b) obligates Soligent to disclose any information, perform any work or enter into any agreement; or
(c) limits Soligent from entering into any business relationship with third-parties.
4. Termination. These terms and conditions shall survive unless and until modified by Soligent in its sole discretion, and/or until termination by Soligent of the Soligent Elite program. Soligent reserves the right to terminate the Soligent Elite program at any time in its sole discretion. Upon termination these terms and conditions for any reason, or upon Soligent’s s request at any time, you shall promptly return to Soligent all originals and copies of any Proprietary Information and all information, records and materials developed therefrom that you may have obtained or which is in your possession, custody or control.
5. Remedies. Due to the unique nature of the Proprietary Information, you agree that any breach or threatened breach of these terms and conditions will cause not only significant financial harm to Soligent, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Soligent shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against you for any such breach or threatened breach without the necessity of posting any bond.
6. General. These terms and conditions supersede all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof. The failure of Soligent to enforce its rights under these terms and conditions at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy provided for is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any terms or condition shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the terms and conditions shall otherwise remain in full force and effect and enforceable. The terms and conditions shall be governed by and construed in accordance with the laws of the State of California, USA without regard to the conflicts of law provisions thereof. Exclusive jurisdiction and venue for any action arising these terms and conditions is in the federal and state courts located in San Francisco, California having jurisdiction over Soligent’s principal office, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret these terms and conditions, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees and costs) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered to the other party at its address given herein or at such other address designated by written notice.
8. Use of Soligent Elite. You are responsible for your use of Soligent Elite, and for any use of Soligent Elite made using your Soligent Account. You agree not to access, copy, or otherwise use Soligent Elite, including intellectual property rights, except as authorized by these terms and conditions.
You will not copy, distribute or disclose any part of Soligent Elite, including without limitation by any automated or non-automated “scraping”;
You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access Soligent Elite in a manner that sends more request messages to servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running Soligent Elite;
You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
You will not upload invalid data, viruses, worms or other software agents through Soligent Elite;
You will not collect or harvest any personally identifiable information, including account names, from Soligent Elite;
You will not access Soligent Elite through any technology or means other than as authorized by Soligent;
You will not impersonate any person or entity or misrepresent your affiliation with a person or entity;
You will use the Soligent Elite only in a safe manner and in compliance with all laws;
You will not hold Soligent responsible for your use of Soligent Elite or any third party with which Soligent contracts or has contracted;
You will not violate any requirements, procedures, policies or regulations of networks connected to Soligent;
You will not interfere with or disrupt Soligent Elite;
You will not hack, spam or phish us or other users;
You agree to provide truthful and accurate content;
You will not use Soligent Elite to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent information;
You will not upload any content that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it.
9. Limited Liability. IN NO EVENT SHALL SOLIGENT, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, SOLIGENT WILL NOT HAVE ANY LIABILITY RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE SOLIGENT ELITE; (II) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, OR LOSS OF OR DAMAGE TO DATA; (III) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR SOFTWARE TO YOU; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; (V) ANY FAILURE OF ANY THIRD-PARTY INFORMATION LISTED ON OUR SITE AND SERVICE, INCLUDING ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL; OR (VI) ANY ERRORS OR OMISSIONS IN SOLIGENT ELITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS AND CONDITIONS SHALL NOT EXCEED U.S. $10.00. THE EXISTENCE OF ONE OR MORE CLAIMS BY YOU WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES. For Jurisdictions that do not allow limitations of liability: Notwithstanding any provision of these terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by negligence; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
10. Indemnity. To the fullest extent permitted by applicable law, you shall defend, indemnify and hold harmless Soligent and Soligent’s affiliates, officers, members, directors, employees, agents successors and assigns (each, a “Soligent Indemnified Person”, and collectively, the “Soligent Indemnified Persons”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of any kind, including attorneys’ fees, fees and costs of enforcing any right to indemnification or the cost of pursuant any insurance providers incurred by any person or entity that are relating to, arising out of, resulting from (a) your violation or non-fulfillment of the terms and conditions; (b) your use of Soligent Elite or any related third party applications inclusive of the Soligent Shading Software; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; and (d) the breach or non-fulfillment of any representation, obligation, warranty or covenant in the terms and conditions by you.
11. Soligent Elite Conditions. Soligent does not make any warranties, representations, or promises on any of the services it offers as part of Soligent Elite. Any services, Soligent Bucks, or other program offerings may be added or removed at any time at the discretion of Soligent. Soligent has complete discretion to which customers may be a part of and receive services from Soligent Elite at any time. By using Soligent Elite, you agree to the following:
Soligent shall have exclusive discretion as to which customers may participate in Soligent Elite at any given time. Soligent may choose to change participation criteria in Soligent Elite at any given time and may terminate any account at any time for any reason. Any customer of Soligent not in good standing financially or who violates Soligent Elite’s Terms & Conditions or Soligent’s broader Terms & Conditions may be terminated.
Soligent Bucks (“Soligent Bucks”) are loyalty points that can be redeemed only for available items in the Soligent Bucks store. Soligent Bucks are not redeemable for any cash value.
Not all gifts may be available to all users or may be shipped to all locations. Many items in the Soligent Bucks store are not redeemable outside of the contiguous 48 U.S. States or internationally. Soligent makes no warrants of the quality, service, or delivery of items from third parties with which Soligent has contracted to redeem gifts or services, inclusive of apparel, lens, pens, software, or any other items that be offered for redemption through the use of Soligent Bucks or in any way connected to Soligent Elite.
Soligent shall have exclusive discretion as to when and how many Soligent Bucks are awarded to any Soligent Elite dealer.
Soligent Bucks may be used as a credit or gift certificate (with no cash value) to a Soligent account only with Soligent’s advance consent (which shall not be unreasonably withheld) and upon such terms as Soligent may (in its sole discretion) establish from time to time. In order for Soligent Bucks to be applied as a credit (or gift certificate) to a Soligent account, the Soligent Bucks must be spent on eligible Soligent product within 90 days of the time the Soligent Bucks have been redeemed for credit or a gift certificate; otherwise, the value of the credit or gift certificate shall expire and will have no value as credit to Soligent accounts or with respect to Soligent merchandise.
Expiration of Soligent Bucks: A Soligent Elite account becomes inactive if the holder of the account has not purchased any product from Soligent within a three month quarter. If no purchases are made within a quarter, all Soligent Bucks in that inactive account shall expire and the Soligent Elite Soligent Bucks balance will be reduced to zero. No Soligent Bucks will be deducted in a quarter as long as that account is active, defined by any product purchases made from Soligent, as long as the Soligent Bucks is below 1,500,000 Soligent Bucks. If the Soligent Bucks balance of any single Soligent Elite account is greater than 1,500,000 at the end of any quarter, the excess amount will expire and value reduced to zero for that portion. Redemption of Soligent Bucks for account credit through the Soligent Elite Store shall not constitute product purchases from Soligent for purposes of this provision, and shall not prevent a Soligent Elite account from becoming inactive.
You shall not hold Soligent or any of its contracted third-party providers responsible for patent infringement of any product or service provided to you.
You shall hold all detailed information in Soligent Elite as proprietary and confidential between your company and Soligent, including the structure of the program, items and cost of items, statuses, benefits, and gifts. At no time may screenshots be taken nor downloading of documents. Any information shared in Soligent Elite shall not be shared with companies outside of Soligent.
By participating in Soligent Elite and accepting these Terms and Conditions, you also thereby knowingly and willingly enter into an agreement between you and the organization or entity on whose behalf you are accepting these terms and conditions on one hand and Soligent on the other hand to accept Soligent’s full Terms and Conditions of Sale.