Terms of Service
Last updated: October 20, 2022
3. Platform Eligibility
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.
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
11. Suspension and Termination
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
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.
20. Limitation of Liability
22. Waiver; Severability