Terms of Service

Last updated: October 20, 2022

These terms of use (“Terms of Use”) set forth the terms and conditions of Find Solace, Inc. (“us”, “our”, and "Solace") applicable to your (“you”, “your” and “yourself”) use of the Solace website located at www.solace.health, and any related software, applications, services and/or products (collectively the “Platform”), including without limitation your use of the Platform to obtain services as a "Client" and / or your use of the Platform to perform services as an "Advocate." Your use of the Platform constitutes your agreement to all of the terms and conditions in the Terms of Use, and Solace encourages you to read the Terms of Use carefully.

IF YOU OBJECT TO ANYTHING IN THE TERMS OF USE, INCLUDING THE JURY WAIVER AND CLASS ACTION WAIVER IN SECTION 17, OR OTHERWISE DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE PLATFORM AND EXIT IMMEDIATELY, AS YOU ARE NOT AUTHORIZED TO USE THE PLATFORM. IF YOU ARE USING THE PLATFORM ON BEHALF OF SOMEONE ELSE INCLUDING, WITHOUT LIMITATION, A MINOR CHILD, ADULT RELATIVE, FRIEND, ASSOCIATE, CLIENT, CUSTOMER OR OTHER THIRD PARTY (COLLECTIVELY, “THIRD PARTY”), YOU REPRESENT, WARRANT AND COVENANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS OF USE ON SUCH THIRD PARTY’S BEHALF AND TO BIND SUCH THIRD PARTY TO THE TERMS OF USE. TO THE EXTENT YOU DO NOT HAVE THE AUTHORITY TO AGREE TO THE TERMS OF USE ON SUCH THIRD PARTY’S BEHALF AND/OR TO BIND SUCH THIRD PARTY TO THE TERMS OF USE, YOU SHALL BE SOLELY AND EXCLUSIVELY LIABLE FOR SUCH THIRD PARTY’S DAMAGES, INJURIES, LOSSES AND LIABILITIES ASSOCIATED WITH YOUR USE OF THE PLATFORM ON SUCH THIRD PARTY’S BEHALF. FURTHER, YOU AGREE TO INDEMNIFY SOLACE FOR ANY AND ALL THIRD PARTY DISPUTES, DEMANDS, CLAIMS, CONTROVERSIES, CAUSES OF ACTIONS, LAWSUITS AND PROCEEDINGS (COLLECTIVELY, “DISPUTES”) IN ANY WAY RELATED TO YOUR USE OF THE PLATFORM ON SUCH THIRD PARTY’S BEHALF AND/OR SUCH THIRD PARTY’S DAMAGES, INJURIES, LOSSES AND LIABILITIES ASSOCIATED WITH SERVICES PERFORMED BY ADVOCATES.

For purposes of the Terms of Use, “Solace” means and includes Solace and its subsidiaries and affiliates, and its and their investors, officers, directors, employees, agents, representatives and assigns. “User” means each person who accesses or uses the Platform, including Clients and Advocates.

You understand and agree that Solace may revise, modify and/or supplement the Terms of Use (the “Revised Terms of Use”) at any time. Any such Revised Terms of Use will be effective immediately after notice is sent to you via email. If you do not agree to such Revised Terms of Use, you must stop using the Platform and close your account. You can deactivate your account by emailing us at deactivate@solace.health. By continuing to use the Platform following notice, or by failing to deactivate your account, you hereby expressly agree to be bound by such Revised Terms of Use and acknowledge that your continued use of the Platform is valid consideration for such Revised Terms of Use.

1. Privacy Policy

Refer to the Solace Privacy Policy at https://app.solace.health/privacy-policy for information on how Solace collects, stores, uses and discloses information about you.

2. License

Subject to the terms and conditions set forth in the Terms of Use, Solace grants you a nonexclusive, nontransferable, revocable license to access and use the Platform solely as intended. Rights not expressly granted to you in the Terms of Use are reserved by Solace.

3. Platform Eligibility

To be eligible to use the Platform, you represent, warrant and covenant that you: (A) Are eighteen (18) years of age or older - the Platform is not intended for use by anyone under the age of eighteen (18) years old; (B) Have full power and authority to enter into the Terms of Use and to be bound by the Terms of Use; (C) Will not violate any other agreement to which you are a party by agreeing to the Terms of Use; (D) Are not restricted from using the Platform in any way or for any reason; (E) Are not using the Platform for reasons that are in competition with or adverse to Solace; and (F) Will only maintain one account at any given time.

4. Platform is a Venue; No Medical Advice

The Platform offers a venue where Users connect for the performance of services (each, a “Engagement”). Users of the Platform contract directly with each other and Solace is not a party to any contracts or agreements between Users. By using the Platform, you understand and agree that no joint venture, partnership, employment, franchise or agency relationship exists between you and Solace or Solace and any other User. Further, any information, materials and/or Content available on or through the Platform, whether by Solace, Users or third parties, is for informational purposes only and does not constitute medical or professional advice, nor is it intended to constitute medical or professional advice. If you have specific concerns or a situation arises requiring medical or professional advice, you should consult with an appropriately trained and qualified professional.

SOLACE HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE SOLACE FROM, ANY AND ALL DISPUTES ARISING FROM AND/OR IN ANY WAY RELATED TO THE INFORMATION, MATERIALS AND/OR CONTENT PROVIDED ON OR THROUGH THE PLATFORM.

5. Independent Contractors

Solace is not an employment service or employment agency, and Solace does not employ Advocates. In all cases, Advocates are independent contractors and not employees of Solace. That means Advocates are free to accept or reject any Engagements, perform services free from supervision or control of Solace, and provide their own tools and equipment. All contracts, agreements and arrangements for Engagements are between Clients and Advocates, and Solace is not a party thereto. As such, Solace does not withhold taxes including, without limitation, unemployment insurance, workers’ compensation, employer’s liability, social security or other payroll withholdings. You understand and agree that if Solace is found liable for any taxes, other than on Solace’s income, you will immediately reimburse and pay to Solace an equivalent amount, including any interest or penalties thereon.

6. Connecting Users; No Control

The Platform leverages a proprietary algorithm to connect Users for Engagements based on numerous factors including, without limitation, Client criteria and location, and Advocate experience, specialty and location. Notwithstanding the foregoing, Solace does not have control over any aspect of any Engagements including, without limitation, the legality, timing, quality, performance or non-performance thereof. Further, Solace does not supervise or control any aspect of any Engagements, and Clients are responsible for supervising and controlling the services performed by Advocates. As such, Solace makes no representations, warranties or covenants about any aspect of any Engagements or services performed.

7. Payment

Advocates are paid for Engagements on a “time and materials” basis, which means that Advocates get paid by Clients for the time spent performing services, the tools and equipment required to perform the services, approved expenses incurred and travel time (if applicable). A valid credit card is required in order for Clients to post Engagements, and all payments shall be paid through the Platform. Solace may place a “hold” on your credit card for all amounts due. Clients are obligated to pay all amounts incurred in accordance with the then-current pricing, which may include charges for labor, tools, equipment, expenses, travel, gratuity, cancellation and any other applicable fees. You hereby authorize Solace to charge your credit card for the total amount due for each Engagement that you post. At Solace's sole and exclusive discretion, refunds or credits may be granted in extenuating circumstances or to correct any errors made by Solace. For any payments that are more than three (3) business days past due, 15% interest will be added to the total amount and compounded every 30 days beginning the day that payment is due, and you shall reimburse Solace for all collection costs including, without limitation, attorneys’ fees and court costs. As part of the product offering, Solace allows you, as an Advocate, to invoice Clients for certain amounts (the “Retainer”) prior to commencing work for a Client. The Retainer will be applied against future invoices from you to that Client. Upon completion of all work by you for a Client, or termination of a relationship between you and Advocate, you agree to permit Solace to withdraw the unused portion, if any, of a Client’s retainer from your connected bank account as necessary to refund that portion to that Client

8. Account Security

You represent, warrant and covenant that at all times you will: (A) Maintain the security and confidentiality of your account information including, without limitation, your username and password; (B) Be responsible for all activity that occurs under your account, whether by you or by others; (C) Notify us immediately of any unauthorized use of your profile, the need to deactivate your profile due to security concerns, or any other breach of security; (D) Be liable for all charges, damages and losses incurred or suffered by you and/or by Solace as a result of activity under your account; and, (E) Ensure that you log out of your account at the end of each session.

9. Your Responsibilities

You represent, warrant and covenant that at all times you will: (A) Be solely responsible for your online and offline interactions with other Users; (B) Not submit to or transmit through the Platform personal and/or confidential information that is not intended to be seen by others; (C) Comply with all applicable laws, rules and regulations including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and applicable regulatory requirements; (D) Provide accurate information in your profile and as a part of any Engagement posting, and update such information as necessary; (E) Comply with notices sent by us concerning the Platform and our operation thereof; (F) Use the Platform in an honest, respectful and professional manner; (G) Use the Platform solely for permitted purposes as it is intended to be used; and, (H) Not offer or solicit Users to transact off Platform or transact with Users off Platform.

10. Prohibited Uses

In connection with your use of the Platform, you represent, warrant and covenant that at all times you shall not: (A) Act dishonestly or unprofessionally by engaging in unprofessional behavior or by submitting to or transmitting through the Platform inappropriate, inaccurate, or objectionable Content; (B) Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Platform (excluding your Content; (C) Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in connection with the Platform; (D) Include information in your profile or elsewhere, except in designated fields, that is confidential in nature or that reveals sensitive personal or confidential information such as an email address, phone number or physical address; (E) Create a user profile for anyone other than yourself or otherwise use or attempt to use another's account unless you expressly agree to Paragraph 2 above; (F) Use Content from the Platform to provide any service that is competitive, in our sole discretion, with the Platform or our business; (G) Imply or state, directly or indirectly, that you are affiliated with or endorsed by Solace; (H) Adapt, modify or create derivative works based on the Platform or the technology underlying the Platform, or other Users’ content, in whole or part; (H) Rent, lease, loan, trade or sell/resell access to the Platform or any information therein, or the equivalent, in whole or part; (I) Deep-link to the Platform for any purpose (including a link to one of our web pages other than our home page); (J) Use manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl” or “spider” the Platform; (K) Use bots or other automated methods to add or download contacts, send or redirect messages or perform other activities; (L) Repeatedly access, via automated or manual means or processes, the Platform for purposes of monitoring its availability, performance or functionality or for any competitive purpose; (M) Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform; (N) Attempt to or actually access the Platform by any means other than through the interfaces provided by us; (O) Attempt to or actually override any security component; (P) Engage in any action that directly or indirectly interferes with the proper working of the Platform or places an unreasonable load on our infrastructure including, without limitation, sending unsolicited communications to other Users or our personnel, attempting to gain unauthorized access, or transmitting or activating computer viruses; (Q) Remove any copyright, trademark or other proprietary rights notices; (R) Remove, cover or otherwise obscure any form of advertisement; (S) Harass, abuse or harm another person including, without limitation, sending unwelcome communications to others using the Platform; (T) Collect, use or transfer any information including, without limitation, personally identifiable information obtained from the Platform except as expressly permitted in the Terms of Use or as the owner of such information may expressly permit; (U) Share non-Users’ information without their express consent; (V) Interfere with or disrupt the Platform including, without limitation, any servers or networks connected to the Platform; (W) Upload a cartoon, symbol, drawing or any content other than a head-shot photograph of yourself in your profile photo (if applicable); (X) Participate, directly or indirectly, in the setting up or development of a network that seeks to create a pyramid scheme or other similar practice; (Y) Infringe on or use our brand, logos and/or trademarks including, without limitation, using the word “Solace” or “Solace.health,” or words likely to be confused with those words; or (Z) upload, post to the Platform, email, transmit or otherwise make available or initiate any content that: (i) Falsely states, impersonates or otherwise misrepresents your identity including, without limitation, the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; (ii) Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; (iii) Adds to a content field content that is not intended for such field (e.g, submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by us); (iv) Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; (vi) Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using the Platform to send messages to people who do not know you or who are unlikely to recognize you as a known contact; (b) using the Platform to connect to people who do not know you and then sending unsolicited promotional messages to those connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases or group aliases; (vii) Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of ours or any User; and/or (viii) Forges headers or otherwise manipulates identifiers in order to disguise the origin of any communication transmitted through the Platform.

11. Suspension and Termination

Solace may suspend or remove you from the Platform at any time for any or no reason at all, and suspension or removal will be effective immediately upon delivery of such notice. If Solace suspends or removes you from the Platform, you may not be entitled to rejoin. In addition to suspension or removal, Solace reserves the right to take appropriate legal action including, without limitation, pursuing civil, criminal, and injunctive relief. Even after your suspension or removal, the Terms of Use will remain enforceable against you.

12. User-Generated Content

By submitting to or transmitting through the Platform any content including, without limitation, messages, information, data, text, images, or any other materials ("Content"), you hereby grant Solace a royalty-free, perpetual, irrevocable, non-exclusive, fully paid, transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide, or to incorporate it in other works in any form, media, or technology now known or later developed (for the full term of any rights that may exist to such Content), without restriction or compensation, and to grant and authorize sublicenses thereof. In addition, you represent and warrant that you have waived all so-called "moral rights" in the Content. Solace shall have the right, but not the obligation, in its sole discretion to edit, refuse to post, or remove any Content posted on the Platform for any reason or no reason at all. By submitting to or transmitting through the Platform any Content, you represent and warrant: (A) That you have sufficient rights in and to the Content; (B) Such submission or transmission is not in violation of any contractual restrictions or other third party rights; and (C) That the Content is accurate, truthful and not confidential.

13. Third-Party Websites

The Platform may link to websites and/or applications operated by third parties including, without limitation, licensors or advertisers (“Third-Party Website”). Solace does not control Third-Party Websites and is not responsible for them, their availability, their content or any viruses that may be accessed through them. The inclusion of hyperlinks or other connections to Third-Party Websites does not imply any endorsement of them or any association with their owners or operators. You are solely responsible for reviewing and evaluating whether you want to access or use such Third-Party Websites including, without limitation, any applicable terms and/or privacy practices.

14. Intellectual Property

All of the design, text, and graphics of the Platform, as well as the selection and arrangement thereof, are proprietary and copyrighted works of Solace, with all rights reserved. The Platform images and text, and all page headers, graphics, HTML based computer programs used to generate pages on the Platform, and icons are our trademarks, service marks and/or trade dress, and may not be used without our prior written permission. All uses thereof inure to our benefit. All other trademarks, product names and company names or logos included on the Platform are the property of their respective owners.

15. DMCA Claims

If you believe, in good faith, that any materials on the Platform infringe upon your copyrights, please send the following information to Solace's Copyright Agent at: Find Solace, Inc., 8701 Bluffstone Cove, Unit 11304, Austin TX 87859: (A) A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located; (B) Include enough information to allow us to locate the material, and explain why you think an infringement has taken place; (C) Your name, address, telephone number, and e-mail address; (D) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (E) A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (F) An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

16. Jurisdiction; Venue

Any Dispute arising out of or in any way related to the Platform and/or the Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its provisions regarding conflicts of law. You submit to the exclusive jurisdiction of the state and federal courts of Austin.

17. No Jury; Class Action Waiver

YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO TRIAL BY JURY IN ANY DISPUTE. YOU FURTHER AGREE TO WAIVE ANY RIGHT TO RESOLVE ANY DISPUTE AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT YOU ARE PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION, YOU AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION; AND (II) YOU WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

18. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, CUSTOM, USAGE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE AND EXCLUSIVE RISK. FURTHER, SOLACE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE, ERROR-FREE, FREE FROM VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, SPIDERS, CANCEL BOTS, CORRUPTED FILES, OR ANY OTHER SIMILAR SOFTWARE, MALWARE OR MATERIALS THAT MAY DAMAGE, INTERFERE WITH, DISRUPT, IMPAIR, DISABLE OR OTHERWISE OVERBURDEN THE OPERATION OF ANY DEVICE, COMPUTER SYSTEM OR NETWORK.

19. Release

TO THE EXTENT PERMITTED BY LAW, SOLACE HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE SOLACE FROM, ANY AND ALL DISPUTES FOR DAMAGES, INJURIES, LOSSES AND LIABILITIES ASSOCIATED WITH THE FOLLOWING: (A) SOLACE’S NEGLIGENCE, GROSS NEGLIGENCE AND WILLFUL ACTIONS AND INACTIONS; (B) THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE; (C) THAT ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE RELIABLE, ACCURATE, SAFE, TIMELY, ERROR-FREE OR COMPLETE; (D) THE INACCURACY, UNTIMELINESS OR INCOMPLETENESS OF ANY CONTENT INCLUDING, WITHOUT LIMITATION, ANY RELIANCE UPON SUCH CONTENT; (E) ANY MISSTATEMENTS OR MISREPRESENTATIONS; (F) THIRD-PARTY WEBSITES INCLUDING, WITHOUT LIMITATION, RELATED TO AVAILABILITY, TERMS OF USE, PRIVACY PRACTICES, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PAYMENT, PRODUCTS AND/OR SERVICES; (G) THE CONDUCT OF ANY USER ONLINE OR OFFLINE INCLUDING, WITHOUT LIMITATION, DEFAMATION, HARASSMENT, STALKING, PHYSICAL INJURY, ABUSE OR VIOLENCE, AND DAMAGE TO OR DESTRUCTION OF PROPERTY; (G) THE CONDUCT OF THIRD PARTIES INCLUDING, WITHOUT LIMITATION, HACKERS OR OTHERS WHO ENGAGE IN THE UNAUTHORIZED ACCESS, USE OR MISAPPROPRIATION OF ANY CONTENT; AND (H) ANY CONTENT THAT MAY BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

20. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL SOLACE BE LIABLE TO YOU OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, MINOR CHILDREN OR ADULT RELATIVES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM, IN CONNECTION WITH OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. NOTWITHSTANDING ANYTHING ANYWHERE TO THE CONTRARY INCLUDING, WITHOUT LIMITATION, IN THE TERMS OF USE, IF IT IS DETERMINED THAT SOLACE IS LIABLE TO YOU, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED FIVE-HUNDRED DOLLARS ($500).

21. Indemnity

You agree to defend, indemnify and hold Solace harmless from and against any and all Disputes including, without limitation, damages, injuries, losses, liabilities and reasonable attorneys’ fees, accounting fees and court costs (collectively, “Indemnified Claims”), resulting from or relating to, or alleged to result from or relate to: (A) Your breach of the Terms of Use; (B) Any Content you submit to or transmit through the Platform, (C) Your use or misuse of the Platform including, without limitation, any unauthorized or unlawful use of the Platform; (D) Your violation of any applicable law, rule or regulation; (E) Your violation of a third party’s rights; (F) The use of the Platform by any other person using your account. We will use reasonable efforts to provide you with prompt notice of any such Indemnified Claims, and may assist you, at our expense and option, in defending any such Indemnified Claims.

22. Waiver; Severability

Failure by Solace to enforce any provision(s) of the Terms of Use will not be construed as a waiver of any provision or right. The Terms of Use constitute the entire agreement between you and Solace. If any provision of the Terms of Use is found to be unlawful, void, invalid or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Terms of Use, and the remaining provisions shall be enforced to the fullest extent possible. The Terms of Use will inure to the benefit of Solace, its successors and assigns.