Effective as of September 3, 2026
These Terms of Use (these “Terms”) are a legally binding agreement between you and Solivo Inc., a Delaware corporation with its principal place of business in New York (“Solivo,” “we,” “us,” or “our”), and govern your access to and use of the Solivo mobile application (the “App”), our website located at https://solivoapp.com/ (the “Site”), our social media accounts (collectively, “Social Media”; and together with the App and the Site, collectively, the “Platform”), and any other services, features, content, or applications offered from time to time by us in connection with the Platform. Our Privacy Policy (our “Privacy Policy”), which describes how we collect, use, and share information about you, is incorporated into these Terms by reference and can be found on our Site. Capitalized terms used but not defined in these Terms have the meanings given to such terms in our Privacy Policy.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 17, WHICH REQUIRE THAT DISPUTES BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT AND WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. THESE TERMS ALSO CONTAIN A LIMITATION OF LIABILITY IN SECTION 15 THAT LIMITS OUR LIABILITY TO YOU. YOU HAVE A RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS DESCRIBED IN SECTION 17(i).
By downloading, installing, accessing, or using the Platform, by creating an account, or by clicking a button or checking a box indicating your acceptance of these Terms, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, you may not access or use the Platform. Certain features of the Platform may be subject to additional terms and conditions specified by us from time to time, and your use of such features is subject to those additional terms and conditions, which are incorporated into these Terms by reference.
(a) Binding Agreement. These Terms constitute a binding legal agreement between you and Solivo. By accessing or using the Platform, you represent and warrant that you have the legal capacity to enter into these Terms; that all information you provide to us is true, accurate, current, and complete; that you will keep such information up to date; and that your use of the Platform does not violate any applicable law, rule, or regulation or any contractual obligation you have to any third party. You may not use the Platform if we have previously banned, suspended, or terminated your account.
(b) Age Requirements. The Platform is available only to users who are at least eighteen (18) years old (or, if higher, the age of majority in your state of residence). To create an account and to browse, search for, save, RSVP to, or check in to events, causes, or use any other non-payment features of the Platform, you must be at least eighteen (18) years old (or, if higher, the age of majority in your state of residence). To post an event, post or fund a paid role, apply for or accept a paid role, send or receive a payment, or otherwise access the Platform's payment- or payout-related features (collectively, the “Paid Features” and each, a “Paid Feature”), you must be at least eighteen (18) years old (or, if higher, the age of majority in your state of residence). To help us enforce these age requirements, we collect date-of-birth information at signup and at the time you seek to use any Paid Feature, and we gate access to the Platform and the Paid Features based on that information. The Platform is not intended for, and we do not knowingly permit, any individual under eighteen (18) years old (or, if higher, the age of majority in that individual’s state of residence) to create an account or use the Platform. If we learn that a user does not meet the applicable minimum age, we may suspend or terminate that user’s account, revoke that user’s access to the Platform, and delete or de-identify any associated Information as permitted by applicable law. See Section 11 of the Privacy Policy for additional information about our age-related practices.
(c) Modifications to These Terms. We may modify these Terms from time to time in our sole discretion. If we make material changes, we will provide notice through the App, by email, by updating the "Effective as of" date at the top of these Terms, or by other reasonable means. Your continued access to or use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to any modification of these Terms, you must stop using the Platform. Except as described in Section 17(i) (opt-out of arbitration) and as required by applicable law, modifications to these Terms will apply prospectively and will not apply retroactively to disputes for which formal proceedings have already been initiated.
(a) Description of the Platform. The Platform helps users discover and participate in rallies, community events, and causes, including by browsing and searching for events, RSVPing to events, checking in to events using GPS while the App is in use, and, for Paid Features, posting events and paid roles, applying for and accepting paid roles, and sending and receiving payments through our third-party Payment Providers (as defined in the Privacy Policy). We may modify, add, remove, or discontinue features of the Platform at any time without notice. The Platform is provided for your personal, non-commercial use, except as expressly permitted for Organizers (as defined below) posting events and paid roles.
(b) License Grant. Subject to your compliance with these Terms, Solivo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purposes described in these Terms. This license does not include any right to (i) copy, modify, distribute, sell, lease, or license any portion of the Platform; (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (iii) create derivative works based on the Platform; (iv) use any data-mining, robots, or similar data-gathering or extraction methods on the Platform; or (v) use the Platform for any commercial purpose or for the benefit of any third party, except as expressly permitted by these Terms.
(c) Ownership; Reservation of Rights. As between you and Solivo, Solivo and its licensors own all right, title, and interest in and to the Platform and all software, content, features, functionality, text, graphics, images, logos, trademarks, service marks, trade dress, sounds, videos, look and feel, and other materials made available through the Platform (excluding User Content, as defined below) (collectively, the “Solivo Content”), including all intellectual property rights therein. The names “Solivo,” the Solivo logo, and other Solivo product or service names and logos are trademarks or registered trademarks of Solivo. All other trademarks, service marks, and trade names appearing on the Platform are the property of their respective owners. Except for the limited license expressly granted in Section 2(b), nothing in these Terms grants you any right, title, or interest in or to any Solivo Content, and all rights not expressly granted are reserved by Solivo and its licensors.
(a) Account Creation. To access certain features of the Platform, you must create an account. At launch, you may create an account and sign in to the Platform using an email address and password or a one-time verification code sent to your email address. For your convenience, the App may allow you to use device-based biometric authentication (such as Apple Face ID or Touch ID) to unlock the App or re-authenticate on your mobile device. Any such biometric authentication is performed locally by your device’s operating system, and we do not receive, collect, or store your biometric data or biometric identifiers. When creating your account, you must provide accurate, current, and complete information, including your legal name, email address, and, for Paid Features, any additional information required by us or our Payment Providers to verify your identity and comply with applicable law. You are responsible for maintaining the accuracy of your account information and for promptly updating it if it changes.
(b) Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorized by you. You agree to use strong, unique passwords, not to share your credentials with any third party, and to notify us immediately at privacy@solivoapp.com of any suspected or actual unauthorized access to or use of your account. Solivo is not liable for any loss or damage arising from your failure to comply with this Section 3(b).
(c) One Account Per Person. You may not create or maintain more than one (1) active account without our prior written consent, and you may not create an account using another person's identity, using a false or misleading identity, or on behalf of any person or entity other than yourself. You may not sell, transfer, or assign your account or any rights to your account to any other person or entity.
(d) Suspension and Termination of Accounts. We may suspend, restrict, disable, or terminate your account or your access to any part of the Platform at any time, with or without notice, for any reason or no reason, including for any violation of these Terms, any suspected fraudulent or illegal activity, any risk to the safety or security of the Platform or its users, or any legal or regulatory requirement. You may terminate your account at any time by following the instructions in the App or by contacting us at privacy@solivoapp.com. Termination of your account will not relieve you of any obligations arising or accruing prior to termination or limit any liability that you otherwise may have to Solivo.
You agree that you will not, and will not permit any third party to, do any of the following in connection with your access to or use of the Platform:
(a) violate any applicable law, rule, regulation, contract, intellectual property right, or other third-party right, or commit a tort, or engage in any illegal, fraudulent, deceptive, dishonest, or harmful activity;
(b) post, upload, transmit, or otherwise make available any content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, obscene, indecent, hateful, discriminatory, racially or ethnically offensive, invasive of another's privacy, or otherwise objectionable, or that promotes or facilitates violence, self-harm, terrorism, human trafficking, or the sexual exploitation of minors;
(c) impersonate any person or entity, misrepresent your identity or affiliation, or use another user's account, or forge or alter any Platform content or communications;
(d) engage in any activity that interferes with, disrupts, damages, or attempts to gain unauthorized access to the Platform, any Solivo systems, or any user's account, device, or data, including by introducing viruses, worms, Trojan horses, malware, or other harmful code;
(e) use any automated system, including any robot, spider, scraper, crawler, or other data-mining or data-extraction tool, to access, copy, monitor, or extract any portion of the Platform, or to circumvent any measures we may use to prevent or restrict access to the Platform;
(f) harvest, collect, or store personal information about other users, including account names, phone numbers, or email addresses, or use the Platform to send unsolicited communications, chain letters, spam, or promotional or marketing materials to any other user;
(g) solicit, arrange, promote, or facilitate any event that is illegal, violent, terrorist-related, hateful, or otherwise prohibited by these Terms, or any event that is intended to endanger the safety of participants or the public;
(h) manipulate, falsify, or artificially inflate ratings, reviews, RSVPs, check-ins, or paid-role applications, or engage in any conduct designed to defraud Solivo, any user, or any Payment Provider (including, without limitation, staging fake events, faking attendance, or conspiring with an Organizer to obtain payment for a paid role you did not actually perform);
(i) use the Platform to advertise, promote, or sell any goods or services other than through the Paid Features and in accordance with these Terms, or use the Platform to solicit users for any competing product or service;
(j) circumvent, disable, or interfere with security-related features of the Platform, or attempt to probe, scan, or test the vulnerability of the Platform or any Solivo systems; or
(k) otherwise use the Platform for any purpose that is not expressly permitted by these Terms.
We reserve the right, but have no obligation, to investigate, monitor, prevent, mitigate, or take any action with respect to any suspected or actual violation of this Section 4, including by removing or refusing to display any User Content, suspending or terminating any account, cooperating with law enforcement, and pursuing any remedies available to us at law or in equity.
(a) User Content. The Platform enables you to submit, post, upload, publish, display, or transmit content, including event descriptions, photographs, videos, comments, messages, reviews, ratings, role postings, applications, and other materials (collectively, "User Content"). As between you and Solivo, you retain all right, title, and interest in and to your User Content, subject to the license you grant to Solivo in Section 5(b).
(b) License to Solivo. By submitting, posting, or otherwise making available any User Content on or through the Platform, you grant Solivo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license to host, store, use, copy, reproduce, modify, adapt, translate, create derivative works of, publish, publicly perform, publicly display, distribute, and otherwise exploit your User Content, in any medium, form, or technology now known or later developed, for any purpose, including to operate, provide, promote, and improve the Platform and Solivo’s business. You represent and warrant that you have all rights necessary to grant this license and that Solivo’s exercise of this license will not violate any third-party right, including any intellectual property, privacy, publicity, contractual, or other right.
(c) User Content Standards. You are solely responsible for your User Content and for the consequences of submitting, posting, or otherwise making it available on or through the Platform. You represent, warrant, and covenant that your User Content will not: (i) violate any applicable law, rule, or regulation; (ii) infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, contractual, or other right of any third party; (iii) contain any content prohibited by Section 4 or by any community guidelines we may publish from time to time; (iv) contain any material that you do not have the right to make available under any applicable law or contract; or (v) contain any material non-public information about any person or entity, any Personal Information about any minor, or any content that you know or reasonably should know to be false or misleading.
(d) No Duty to Monitor; Right to Remove. Solivo has no obligation to review, screen, or monitor User Content, but reserves the right, in its sole discretion and without notice, to review, screen, refuse, remove, disable, restrict, or take down any User Content or to limit or terminate a user's access to the Platform for any reason or no reason, including for any actual or suspected violation of these Terms. You acknowledge that Solivo acts as a passive conduit for User Content and is not responsible for, and does not endorse, the truthfulness, accuracy, reliability, or opinions expressed in any User Content.
(e) Backups Not Guaranteed. Solivo is not obligated to store or back up any of your User Content, and you should retain your own copies of any User Content that is important to you. You waive any claim against Solivo for the loss, corruption, or deletion of any User Content.
(f) Sensitive Content Acknowledgment. Solivo is a platform for discovering and participating in rallies, community events, and causes. Because your use of the Platform may reveal information that some U.S. state privacy laws characterize as "sensitive personal information," "sensitive data," or a similar term (including information that could indicate your political opinions or beliefs, religious or philosophical beliefs, union membership or activity, ethnic or racial origin, or membership in a protected class), you acknowledge and agree that any User Content or other information you voluntarily submit or share through the Platform, and any inferences that can reasonably be drawn from your event, RSVP, check-in, paid-role, or other Platform activity, are provided by you at your own election and may be collected, used, and disclosed by Solivo for the purposes described in the Privacy Policy. Solivo treats such information as "sensitive" only to the extent, and for the purposes for which, applicable law requires.
(g) Feedback. If you provide Solivo with any suggestions, ideas, feedback, or other input about the Platform ("Feedback"), you agree that (i) your Feedback is provided on a non-confidential and non-proprietary basis; (ii) Solivo has no obligation of any kind with respect to your Feedback; and (iii) Solivo may use, disclose, reproduce, modify, distribute, and otherwise exploit your Feedback in any manner and for any purpose, without any compensation, attribution, or other obligation to you.
(a) Solivo Is a Venue; Not a Party to Events. Solivo provides a technology platform that enables users to discover events posted by other users (each such user posting an event, an "Organizer") and to RSVP, check in, apply for paid roles, and communicate with Organizers and other users. Solivo is not the organizer, host, sponsor, promoter, provider, or beneficiary of any event listed on the Platform, is not present at any event, does not screen, verify, endorse, or approve any Organizer, event, cause, paid role, or user, and is not a party to any agreement or transaction between users, including between an Organizer and any attendee or Paid Role Recipient. Any agreement, understanding, or transaction relating to an event or paid role is solely between the users involved.
(b) No Background Checks or Screening. Solivo does not conduct background checks, criminal-history checks, credit checks, or identity verification on users (beyond, in the case of Paid Features, the KYC and identity-verification checks performed by our Payment Providers, which are for the sole purpose of enabling payments and complying with applicable law and are not endorsements or safety certifications). Solivo makes no representations or warranties about the identity, background, character, honesty, safety, or suitability of any user, Organizer, attendee, or Paid Role Recipient, and users are solely responsible for their own decisions to interact with, meet, or transact with any other user.
(c) In-Person Interactions; Assumption of Risk. YOU UNDERSTAND AND AGREE THAT ANY IN-PERSON INTERACTION WITH ANOTHER USER, WHETHER AT A RALLY, COMMUNITY EVENT, CAUSE, PAID ROLE, OR OTHERWISE, IS AT YOUR OWN RISK. SOLIVO IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER, WHETHER ONLINE OR OFFLINE, INCLUDING ANY INJURY, DEATH, LOSS, DAMAGE, HARM, ARREST, OR PROSECUTION ARISING FROM OR RELATED TO ANY EVENT, RALLY, CAUSE, PAID ROLE, OR ANY OTHER IN-PERSON OR ONLINE INTERACTION. You agree to take reasonable precautions in all interactions with other users, including exercising your own judgment about safety, verifying event details, meeting in public places when appropriate, and complying with all applicable laws, rules, and regulations. If you feel unsafe or observe any suspicious or illegal activity, you should immediately contact appropriate law enforcement or emergency services.
(d) Compliance at Events. You are solely responsible for complying with all applicable federal, state, and local laws, ordinances, and regulations in connection with your attendance at, participation in, organization of, or work at any event, including laws relating to permits, licenses, insurance, health and safety, public assembly, noise, alcohol, controlled substances, firearms, employment, labor, tax, and civil rights. Solivo does not verify that any event complies with applicable law and disclaims any responsibility for the legality of any event listed on the Platform.
(e) Ratings, Reviews, and Reports. The Platform may allow you to rate, review, or report other users, Organizers, Paid Role Recipients, or events. Ratings, reviews, and reports must be truthful, based on your firsthand experience, and comply with all provisions of these Terms, including Section 4 and Section 5(c). Solivo may, but is not required to, use ratings and reviews to determine the ranking, visibility, or eligibility of users, Organizers, Paid Role Recipients, or events on the Platform.
(a) Two-Way Payment Flow. The Platform enables Organizers to fund events and to pay users who fulfill paid roles (each such payee, a "Paid Role Recipient"). All payments through the Platform are processed by our third-party payment processor (including, but not limited to, Stripe/Stripe Connect) and its affiliates and other financial-services vendors (collectively, "Payment Providers"). Solivo does not itself receive, hold, escrow, or transmit user funds, and Solivo is not a bank, money transmitter, payment processor, or fiduciary.
(b) Independent Contractor Status. Paid Role Recipients perform paid roles as independent contractors of the applicable Organizer. Nothing in these Terms creates or is intended to create any employment, agency, joint venture, partnership, or franchise relationship between (i) any Paid Role Recipient and Solivo, (ii) any Organizer and Solivo, or (iii) any Paid Role Recipient and any Organizer, other than an independent contractor relationship between the Paid Role Recipient and the Organizer with respect to the applicable paid role. Solivo is not the employer of any Organizer, attendee, or Paid Role Recipient, does not direct or control the manner or means by which any paid role is performed, does not provide employment benefits of any kind, and does not withhold taxes or other amounts from any payment.
(c) Payment Provider Agreements. To use the Paid Features, Organizers and Paid Role Recipients must open an account with, and enter into an agreement with, our Payment Providers. Your relationship with each Payment Provider is governed by that Payment Provider's terms of service and privacy policy, which are separate from these Terms. Solivo has no responsibility for, and disclaims any liability arising out of, the acts or omissions of any Payment Provider, including any hold, freeze, delay, or reversal of funds by a Payment Provider.
(d) Platform Fees. Solivo may charge a platform fee, service fee, processing fee, or other fee in connection with the Paid Features (collectively, "Platform Fees"). Platform Fees will be disclosed to the applicable user in the App at or before the time the fee is charged. All Platform Fees are non-refundable except as expressly stated in these Terms or as required by applicable law. Solivo may change its Platform Fees at any time in its sole discretion, and any change will apply prospectively to transactions initiated after the effective date of the change.
(e) Taxes; Tax Reporting. You are solely responsible for determining, collecting, remitting, and reporting all taxes (including income, self-employment, sales, use, and value-added taxes) associated with your use of the Platform, including any payments you receive as a Paid Role Recipient, any payments you make as an Organizer, and any Platform Fees. Solivo and our Payment Providers may, where required by applicable law, prepare, deliver, and file information returns and other tax filings, including IRS Forms 1099-NEC, 1099-K, and W-9. You agree to provide Solivo and our Payment Providers with any tax information reasonably requested to comply with applicable tax law.
(f) Refunds, Cancellations, and Chargebacks. All payments through the Platform are between Organizers and Paid Role Recipients (or, as applicable, other permitted payees), and Solivo is not a party to any such payment. Except as expressly required by applicable law, Solivo does not offer refunds of Platform Fees. Refunds, cancellations, and disputes between an Organizer and a Paid Role Recipient (or other payee) must be resolved directly between those users, subject to any policies imposed by the applicable Payment Provider. Chargebacks and payment disputes initiated with a card issuer, bank, or Payment Provider are governed by the Payment Provider's dispute-resolution processes and applicable law. If you initiate a chargeback that we determine, in our sole discretion, was made in bad faith or without a legitimate basis, we may suspend or terminate your account and pursue any remedies available to us.
(g) No Advice. Solivo does not provide legal, tax, accounting, employment, insurance, or financial advice. You should consult your own advisors regarding your rights, obligations, and best interests in connection with the Platform, the Paid Features, and any event or paid role.
If you post, host, or organize an event on the Platform, you agree that:
(a) you will provide accurate, complete, and non-misleading information about the event, including its location, date, time, purpose, and any paid roles offered, and you will promptly update that information if it changes;
(b) you are solely responsible for the event, including its planning, execution, safety, legality, and cancellation, and for obtaining and maintaining any permits, licenses, insurance, and consents required by applicable law;
(c) you are the principal party responsible for compensating any Paid Role Recipient you engage, and you will fund the applicable paid roles through the Platform's Payment Providers in accordance with these Terms and your agreement with the Payment Provider;
(d) you will treat all Paid Role Recipients you engage as independent contractors (unless a written agreement between you and the Paid Role Recipient expressly provides otherwise) and will comply with all applicable federal, state, and local laws relating to independent contractors, including any wage, hour, tax, non-discrimination, and worker-classification laws;
(e) you will not use the Platform to organize, promote, or fund any event that is illegal, violent, terrorist-related, hateful, or otherwise prohibited under these Terms or applicable law; and
(f) if you cancel or materially change an event or a paid role after users have RSVP'd or been engaged, you will promptly notify affected users through the Platform and, where required by your agreement with the Paid Role Recipient or by applicable law, compensate affected Paid Role Recipients.
(a) Electronic Communications. By using the Platform, you consent to receive electronic communications from us, including transactional, account-related, safety, service, and administrative communications, including notices, agreements, disclosures, confirmations, receipts, alerts, updates, notices of policy changes, and responses to your requests, at the email address, mobile telephone number, or in-App inbox associated with your account. You also agree that we may send you first-party marketing, promotional, and other non-transactional communications, including newsletters, offers, event recommendations, and information about Solivo’s products, services, features, rallies, community events, causes, and paid roles, subject to your ability to opt out where required by applicable law. You may opt out of marketing emails at any time by clicking the “unsubscribe” link at the bottom of any such email or by adjusting your preferences in your account settings; however, you may continue to receive transactional, account, safety, service, and other administrative communications. You agree that all such electronic communications satisfy any legal requirement that a communication be in writing.
(b) SMS/MMS Text Messaging. If you provide us with your mobile telephone number and opt in where required, you agree that we and our service providers may send you calls, autodialed calls, prerecorded messages, and SMS/MMS text messages, including for transactional, account, safety, event-related, marketing, and promotional purposes, as described in Section 4 of our Privacy Policy. Message frequency will vary. Message and data rates may apply according to your mobile plan. Consent to receive marketing text messages is not a condition of any purchase or of your use of the Platform. You may opt out of marketing text messages at any time by replying STOP to any such message (or by following the opt-out instructions provided in the message); you may also reply HELP to any such message for assistance. Even after you opt out of marketing text messages, we may continue to send you transactional and safety text messages related to your account, events, roles, or payments.
(c) Push Notifications. We may deliver push notifications to your mobile device as described in Section 4 of our Privacy Policy, including to notify you about upcoming events, RSVPs, paid-role opportunities, check-in reminders, messages, and payments. You can disable push notifications at any time through your mobile device's operating system settings or in the App.
(a) Third-Party Services and Links. The Platform may contain links to, or otherwise interact with, third-party websites, applications, and services, including the Payment Providers, mapping services, social media platforms, and app stores. We do not control, endorse, or assume any responsibility for any third-party service or its content, privacy practices, or terms of use. Your use of any third-party service is at your own risk and is subject to that third party's terms and policies.
(b) Apple App Store. If you download the App from the Apple App Store, the following additional terms apply, and, to the extent of any conflict between these Terms and the following, the following will control with respect to your use of the App on Apple devices:
(i) These Terms are an agreement between you and Solivo only, and not with Apple Inc. or its subsidiaries ("Apple"). Solivo, not Apple, is solely responsible for the App and its content.
(ii) Your license to use the App is limited to a non-transferable license to use the App on any Apple-branded device that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with the purchaser via Apple Family Sharing or volume purchasing.
(iii) Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.
(iv) In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
(v) Solivo, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your use of the App, including (A) product liability claims; (B) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection, privacy, or similar legislation.
(vi) In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Solivo, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of that claim.
(vii) You represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.
(viii) You must comply with any applicable third-party terms of agreement when using the App.
(ix) Apple and Apple's subsidiaries are third-party beneficiaries of these Terms with respect to your use of the App, and, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
(a) Solivo Content. As described in Section 2(c), Solivo and its licensors own the Solivo Content, and all rights not expressly granted to you in these Terms are reserved.
(b) DMCA Notices. Solivo respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the "DMCA"), we will respond promptly to notices of alleged copyright infringement that are reported to our designated agent identified below. If you believe that any User Content or other material on the Platform infringes your copyright, please provide our designated agent with a written notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, together with sufficient information to permit us to locate the material; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(c) Designated Agent. Our designated agent for receipt of DMCA notices is: DMCA Agent, Solivo Inc., 1067 Coney Island Ave, PMB 26, Brooklyn, NY 11230, email: dmca@solivoapp.com.
(d) Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, its agent, or the law to post and use the material, you may send a counter-notice containing the information required by 17 U.S.C. § 512(g) to our designated agent identified above.
(e) Repeat Infringers. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and in our sole discretion, users who are deemed to be repeat infringers.
Your privacy is important to us. Our collection, use, and disclosure of information about you in connection with your access to and use of the Platform are described in our Privacy Policy, which is incorporated into these Terms by reference and is available on our Site. By accessing or using the Platform, you consent to our collection, use, and disclosure of information about you as described in the Privacy Policy, including the uses described in Section 2(a)(vii) of the Privacy Policy to personalize, tailor, recommend, and measure the content, features, offers, advertisements, rallies, community events, causes, and paid roles shown or recommended to you, including by analyzing your activity and developing and refining models of your preferences, interests, and characteristics, and to conduct first-party advertising and marketing, subject to your consent or opt-out choices where required by applicable law. Solivo may use de-identified, anonymized, or aggregated information for internal analytics, security, legal compliance, and product and service improvement, but neither these Terms nor the Privacy Policy authorizes Solivo to sell, license, or otherwise commercialize such information.
(a) Modifications to the Platform. Solivo may, at any time and without notice, modify, suspend, discontinue, or terminate any part or all of the Platform, or restrict your access to any part or all of the Platform, in each case for any reason or no reason. Solivo will not be liable to you or any third party for any such modification, suspension, discontinuation, or termination.
(b) Termination by You. You may terminate your account and stop using the Platform at any time by following the instructions in the App or by contacting us at privacy@solivoapp.com. Termination by you will not entitle you to a refund of any Platform Fees or other amounts paid to us or to any Payment Provider.
(c) Termination by Solivo. Solivo may, at any time and in its sole discretion, with or without notice, suspend, restrict, disable, or terminate your account or your access to any part or all of the Platform, including for any actual or suspected violation of these Terms, any risk to the safety or security of the Platform or its users, or any legal or regulatory requirement.
(d) Effect of Termination. Upon termination of your account or these Terms for any reason: (i) all rights and licenses granted to you under these Terms will immediately terminate; (ii) you must immediately cease all use of the Platform; (iii) any User Content you have submitted may remain accessible to Solivo and other users to the extent it has been shared or displayed prior to termination; and (iv) any obligations that by their nature are intended to survive termination (including Sections 2(c) (Ownership), 5(b) (License to Solivo), 5(g) (Feedback), 7 (Paid Roles and Payments), 11 (Intellectual Property), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution), 18 (Governing Law), and 19 (General Provisions)) will survive termination.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SOLIVO AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, SOLIVO DOES NOT WARRANT THAT (a) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED; (d) THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (e) ANY CONTENT AVAILABLE ON OR THROUGH THE PLATFORM (INCLUDING USER CONTENT) IS ACCURATE, RELIABLE, OR COMPLETE; (f) ANY EVENT, RALLY, CAUSE, ORGANIZER, ATTENDEE, PAID ROLE, OR PAID ROLE RECIPIENT IS SAFE, LEGAL, OR SUITABLE FOR YOU; OR (g) ANY GPS-BASED CHECK-IN OR OTHER LOCATION-BASED FEATURE IS ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOLIVO OR THROUGH THE PLATFORM CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
(a) Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLIVO OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, ANY EVENT, RALLY, CAUSE, PAID ROLE, ORGANIZER, ATTENDEE, OR PAID ROLE RECIPIENT, EVEN IF SOLIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SOLIVO AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM (INCLUDING ANY CLAIMS RELATING TO ANY EVENT, RALLY, CAUSE, PAID ROLE, ORGANIZER, ATTENDEE, OR PAID ROLE RECIPIENT), WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT OF PLATFORM FEES YOU HAVE PAID TO SOLIVO IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (b) FIVE HUNDRED AND 00/100 U.S. DOLLARS ($500.00).
(c) Basis of the Bargain. You acknowledge and agree that the disclaimers of warranty and the limitations of liability in these Terms are essential elements of the bargain between you and Solivo, that Solivo would not provide the Platform to you without them, and that they will apply even if any limited remedy set forth in these Terms is found to have failed of its essential purpose.
(d) Certain Jurisdictions. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or certain other damages, so some of the above exclusions and limitations may not apply to you. In such jurisdictions, our liability will be limited to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Solivo and its affiliates, licensors, service providers, and their respective officers, directors, employees, agents, and representatives (collectively, the “Solivo Parties”) from and against any and all claims, demands, suits, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your access to or use of the Platform; (b) your User Content; (c) your violation of these Terms, our Privacy Policy, or any other agreement, policy, or guideline referenced in these Terms; (d) your violation of any applicable law, rule, or regulation, or any third-party right (including any intellectual property, privacy, publicity, contractual, or other right); (e) any event, rally, cause, or paid role you organize, host, fund, attend, apply for, accept, or perform; (f) any dispute or interaction between you and any other user, whether online or offline; and (g) any fraudulent, misleading, or willful misconduct by you. Solivo reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Solivo’s defense of such matter. You will not settle any indemnified claim without Solivo’s prior written consent.
(a) Applicability. This Section 17 applies to any dispute, claim, or controversy between you and Solivo arising out of or relating to these Terms, the Privacy Policy, or your access to or use of the Platform, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claim arose before or after your acceptance of these Terms (each, a "Claim"). This Section 17 does not apply to any Claim by Solivo for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of Solivo’s intellectual property or other proprietary rights.
(b) Informal Resolution. Before initiating any arbitration or lawsuit, you and Solivo agree to attempt in good faith to resolve any Claim informally for at least sixty (60) days. To initiate this informal resolution process, you must send a written notice describing the Claim, the relief sought, and your contact information to Solivo at legal@solivoapp.com and by mail to Solivo Inc., 1067 Coney Island Ave, PMB 26, Brooklyn, NY 11230, Attn: Legal (a "Notice of Dispute"). Neither you nor Solivo may commence arbitration or file a small-claims court action within the sixty (60)-day informal resolution period.
(c) Binding Individual Arbitration. Except for the carve-outs in Sections 17(d) and 17(e), and subject to your right to opt out in Section 17(i), you and Solivo agree that any Claim not resolved through informal resolution will be resolved solely by binding, individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect (the “AAA Rules") and, to the extent applicable to any Claim brought by you, its Consumer Due Process Protocol then in effect (the “AAA Consumer Standards"), and not in a court of law. The AAA Rules and the AAA Consumer Standards are available at www.adr.org. The arbitration will be conducted by a single arbitrator with substantial experience in resolving commercial disputes. The arbitration will be conducted in the English language. Unless you and Solivo agree otherwise, the arbitration hearing will take place in New York, New York; provided, however, that (i) if the amount in controversy in the arbitration is Twenty-Five Thousand and 00/100 U.S. Dollars ($25,000.00) or less, the arbitration will be conducted by videoconference or telephone unless the arbitrator determines, after consulting with the parties, that an in-person hearing is required; and (ii) if the AAA Consumer Standards require that an in-person hearing be held in a location other than New York, New York, the in-person hearing will be held in the county of your residence, provided that either you or Solivo may elect to appear at any such hearing by videoconference. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
(d) Small Claims Carve-Out. Notwithstanding Section 17(c), either you or Solivo may bring an individual action in small-claims court (or the equivalent court of limited jurisdiction) for any Claim that qualifies for adjudication in that court, provided that the action remains in that court and is brought only on an individual basis.
(e) Public Injunctive Relief Carve-Out. Notwithstanding Section 17(c) and Section 17(f), any claim by you for public injunctive relief that cannot be waived under applicable law (including any claim for public injunctive relief under California law as construed by McGill v. Citibank, N.A. and its progeny) will be litigated in court and not in arbitration, and will be stayed pending the outcome of any individual claims in arbitration.
(f) Class Action and Jury Trial Waiver. YOU AND SOLIVO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING (INCLUDING ANY REPRESENTATIVE ACTION UNDER A PRIVATE ATTORNEY GENERAL STATUTE, EXCEPT AS PROVIDED BY LAW). Unless both you and Solivo agree otherwise, the arbitrator may not consolidate more than one (1) person's Claims and may not otherwise preside over any form of a representative or class proceeding. YOU AND SOLIVO EACH KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY.
(g) Mass Arbitration; Batching. If twenty-five (25) or more similar Claims are asserted against Solivo by or with the assistance of the same law firm or coordinated group of law firms, the parties agree that AAA’s then-current mass-arbitration or multiple-case-filing rules and procedures will govern and that AAA will (i) administer the arbitrations in batches of no more than fifty (50) Claims per batch (or such other number as AAA may determine), (ii) designate a single arbitrator or panel to preside over each batch, and (iii) provide for the sequential administration of the batches. All Claims within a batch will be treated as a single arbitration for purposes of arbitration fees and the resolution of common issues, without prejudice to the individual nature of any resulting award. Neither you nor Solivo may proceed with an arbitration outside of the batching procedure until the applicable batch has been fully resolved, unless you and Solivo agree otherwise.
(h) Fees and Costs. Payment of arbitration fees will be governed by the AAA Rules and, where applicable, the AAA Consumer Standards, any applicable AAA mass-arbitration or multiple-case-filing rules and procedures, and AAA’s applicable fee schedules, except that, to the extent required by applicable law, Solivo will pay all filing, administrative, and arbitrator fees in excess of the amount you would have paid to file a comparable action in the state or federal court of your residence. Except as provided in the immediately preceding sentence, each party will bear its own attorneys' fees and costs; provided, however, that the arbitrator (or, if applicable, the court) may award reasonable attorneys' fees and costs to a party if the arbitrator (or court) finds that any Claim, defense, or request for relief asserted by the other party was frivolous or was brought or asserted in bad faith.
(i) 30-Day Right to Opt Out. You may opt out of this Section 17 by sending written notice of your decision to opt out to Solivo at legal@solivoapp.com, with "Arbitration Opt-Out" in the subject line, within thirty (30) days after you first become subject to these Terms. Your notice must include your full name, mailing address, and the email address associated with your account. If you opt out in accordance with this Section 17(i), this Section 17 (other than the class action and jury trial waivers in Section 17(f) to the extent enforceable outside of arbitration) will not apply to you, and any Claim will instead be resolved as provided in Section 18. Opting out of this Section 17 will not affect any other provision of these Terms.
(j) Federal Arbitration Act. This Section 17 evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 17, notwithstanding any choice-of-law provision in these Terms.
(k) Severability of Arbitration. If any provision of this Section 17 is found to be unenforceable, that provision will be severed and the remainder of this Section 17 will remain in full force and effect, except that, if the class action and jury trial waivers in Section 17(f) are found to be unenforceable as to any Claim or as to any request for relief, then the entirety of this Section 17 (other than the class action and jury trial waivers) will be null and void with respect to that Claim or request for relief, which will instead be resolved as provided in Section 18. If the class action and jury trial waivers are found unenforceable as to particular claims for relief only, those claims must be severed and litigated in court, and all other claims must proceed in arbitration.
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or your access to or use of the Platform will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice- or conflict-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. For any Claim that is not required to be resolved by arbitration under Section 17, and for any action to compel arbitration or enter judgment on an arbitration award, you and Solivo consent to the exclusive personal and subject-matter jurisdiction of, and venue in, the state and federal courts located in New York County, New York, and each of you and Solivo waives any objection to jurisdiction or venue in those courts (including any objection based on forum non conveniens). This section is in addition to, and does not limit, any rights Solivo may have to seek injunctive or other equitable relief in any court of competent jurisdiction.
(a) Entire Agreement. These Terms, together with the Privacy Policy and any other agreements, policies, guidelines, and additional terms and conditions that we incorporate into these Terms by reference or that you enter into with us in connection with your use of the Platform, constitute the entire agreement between you and Solivo relating to the subject matter contained in these Terms and therein and supersede all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral, relating to the subject matter contained in these Terms and therein.
(b) Notices. We may provide notices to you by email, by in-App notification, by posting on the Site, or by any other reasonable means. You may provide notices to us by email to legal@solivoapp.com or by mail to Solivo Inc., 1067 Coney Island Ave, PMB 26, Brooklyn, NY 11230, Attn: Legal. Notices are effective upon delivery.
(c) Assignment. You may not assign, transfer, or delegate these Terms or any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent, and any purported assignment, transfer, or delegation without such consent will be void. Solivo may assign, transfer, or delegate these Terms or any of its rights or obligations under these Terms, in whole or in part, without your consent. Subject to the foregoing, these Terms bind and inure to the benefit of the parties to these Terms and their permitted successors and assigns.
(d) Force Majeure. Solivo will not be liable for any delay in performance, or for any failure to perform, any of its obligations under these Terms if the delay or failure is caused by any event beyond our reasonable control, including any act of God; natural disaster; fire; flood; earthquake; storm; power failure; internet or telecommunications outage; act of war, terrorism, riot, civil unrest, or public disturbance; strike, lockout, or other labor dispute; epidemic, pandemic, or public-health emergency; act, order, or regulation of any governmental authority; or failure or malfunction of any Payment Provider or other third-party service.
(e) Export Controls; Sanctions. You represent and warrant that (i) you are not located in, and are not a national or resident of, any country to which the United States has embargoed goods or services; (ii) you are not identified as a Specially Designated National by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or placed on any other U.S. Government list of prohibited or restricted parties; and (iii) you will not export, re-export, or transfer, directly or indirectly, the Platform, any Solivo Content, or any technical data to any prohibited destination or party without the required authorization.
(f) Electronic Signatures and Records. You consent to the use of electronic signatures, electronic contracts, and electronic records in connection with these Terms and the Platform, and you waive any right or requirement under applicable law that a signature or record be non-electronic. You represent that your acceptance of these Terms (whether by clicking a button, checking a box, creating an account, using the Platform, or otherwise) constitutes your electronic signature and is legally binding, effective, and enforceable as if made by handwritten signature.
(g) One-Year Limitations Period. To the maximum extent permitted by applicable law, any Claim by you against Solivo must be commenced (whether in arbitration or, where permitted, in court) within one (1) year after the Claim first accrued; otherwise, the Claim is permanently barred. This Section 19(g) does not apply to the extent prohibited by applicable law.
(h) No Waiver. No failure or delay by Solivo in exercising any right, power, or privilege under these Terms will operate as a waiver of that right, power, or privilege, and no single or partial exercise of any right, power, or privilege will preclude any other or further exercise of any right, power, or privilege. Any waiver of any provision of these Terms must be in writing and signed by an authorized representative of Solivo.
(i) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms will remain in full force and effect. The special severability rule in Section 17(k) applies to Section 17.
(j) No Third-Party Beneficiaries. Except for Apple and its subsidiaries as expressly provided in Section 10(b), these Terms are for the benefit of you and Solivo only and are not intended to confer, and will not confer, any rights or remedies on any third party.
(k) Relationship of the Parties. These Terms do not create any employment, agency, joint venture, partnership, or fiduciary relationship between you and Solivo. Neither you nor Solivo has the authority to bind the other or to incur any obligation on the other's behalf.
(l) Headings; Interpretation. Headings in these Terms are for convenience only and do not affect the interpretation of these Terms. The words "including," "include," and "such as" are illustrative and not limiting.
(m) California Consumer Notice. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.
(n) How to Contact Us. If you have questions about these Terms, please email us at legal@solivoapp.com with "Terms of Use" in the subject line, or contact us by mail at the following address: Solivo Inc., 1067 Coney Island Ave, PMB 26, Brooklyn, NY 11230.