Member User Agreement
Date of Last Revision: September 26, 2019
This Member User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and Solarek Studio, LLC ("Solarek Studio") - providers of the Bridge website located at bridgecatalog.com ("Bridge Site"), as well as related sub domains (i.e. businessname.bridgecatalog.com), masked domains (i.e. businessname.com), applications, and services.
Solarek Studio provides software programs that enable merchants to build online stores through which they can sell their products and services online ("Software"). Solarek Studio also provides services (hereby collectively referred to as "Services") that include but are not limited to offering online ordering and payments, offering gift registry services, sharing products between businesses, offering online product catalogs, sharing files, connecting users via a social network, offering email services, offering marketing services, and offering other related services as may be offered from time to time.
This Agreement begins when You accept it (either in signing up, registration, or if you take over an account of someone else, in accordance with the transfer terms provided in Section 14.6 below), and stays in effect until You or Solarek Studio terminate Your account. This Agreement is subject to Terms of Service for the Bridge Site that are incorporated into this Agreement by reference and may be accessed through links in this Agreement and on www.bridgecatalog.com. In the event any terms provided in this Agreement conflict with the Terms of Service, the terms provided in this Agreement will govern.
By accepting this Agreement and by using the Software and Services, You agree to be bound by the terms and conditions of this Agreement, and to all terms and conditions that are incorporated into this Agreement by reference. We may change the terms and conditions of this Agreement, and if you continue using the Software and Services after such changes you will also be bound by those amended terms and conditions.
You authorize Solarek Studio to process any and all of Your Bridge account transactions initiated through the use of the password or passphrase that You establish through the Bridge Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase.
Solarek Studio is not bound by this Agreement unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.
Solarek Studio Software and Trademark Ownership and Licenses
3.1 Software Ownership
You acknowledge and agree that, as between You and Solarek Studio, all Software and any other content provided by Solarek Studio, and all worldwide intellectual property rights therein, are the exclusive property of Solarek Studio. All rights in and to the Software and Services not expressly granted to You in this Agreement are reserved by Solarek Studio.
3.2 Access and License
Subject to the terms and conditions of this Agreement, Solarek Studio grants to You a non-exclusive, non-transferable, revocable, limited license to (a) remotely access and use the Software on servers operated by or for Solarek Studio ("Solarek Studio Servers") through the Bridge Site solely for the purpose of building, maintaining, and operating an interactive store or catalog hosted by the Solarek Studio Servers on which You offer products or services ("Your Account"). You may modify code that we make available to You for the purpose of customizing features in Your Account.
We grant you a conditional and limited license to access and use the platform to create and operate Your Account.
You acknowledge that the Software and its structure, organization, and source code constitute valuable intellectual property of Solarek Studio. Accordingly, except as expressly allowed under Section 3.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or (d) transfer Your interest in and to Your Account to any third party.
You also can't transfer Your Account to any third party unless you let us know ahead of time and we agree in writing.
3.4 Solarek Studio Trademark Ownership, License and Restrictions
Subject to the terms and conditions of this Agreement, and upon Your election to use and pay applicable fees (if any) for the Software and Services, or parts of them, Solarek Studio grants to You a non-exclusive, non-transferable, revocable license (without the right to grant sublicenses) to display those trademarks (i.e. the Bridge "B" logo) that Solarek Studio provides to You under this Agreement ("Solarek Studio Marks"), solely for display on those locations on Your Account's web pages or on promotional materials for Your Account as designated by Solarek Studio in its sole discretion, and that Solarek Studio may periodically change from time to time. Solarek Studio grants no rights in the Solarek Studio Marks other than those expressly granted in this Section 2.4. You acknowledge Solarek Studio's exclusive ownership of the Solarek Studio Marks and that all use of Solarek Studio Marks inures to Solarek Studio benefit. You agree not to take any action inconsistent with such ownership and You agree not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Solarek Studio Marks or in such a way as to create combination marks with the Solarek Studio Marks. At Solarek Studio's request (in its discretion), You agree to immediately discontinue all use and display of the Solarek Studio Marks. You acknowledge and agree that, except with respect to the trademark license granted in this Agreement, no licenses are granted by Solarek Studio to any other trademarks, service marks, or trade names owned by Solarek Studio, or its affiliates.
You agree that the nature and quality of all goods and services that You provide in connection with the Solarek Studio Marks and all related advertising, promotional and other uses of the Solarek Studio Marks by You shall be of a high standard so as to protect and enhance the Solarek Studio Marks and the goodwill pertaining to such marks. You further agree that all materials bearing the Solarek Studio Marks shall conform to Solarek Studio's guidelines, which Solarek Studio may change from time to time, and that You shall obtain Solarek Studio's approval prior to using the Solarek Studio Marks in any manner that is inconsistent with Solarek Studio's guidelines.
3.5 Additional Features
Solarek Studio may make certain features, software, services, and programs available to You for use with or in connection with the Software and Services ("Additional Services"). Additional Services may be provided by third parties and may be subject to additional or independent terms and conditions. Solarek Studio is not responsible for any Additional Services provided by third parties. You agree that You will not use such Additional Services unless You have agreed to the applicable terms and conditions, including Your payment of additional fees as required
Upon activation of Your account and subject to the payment of applicable fees and your compliance with this Agreement, Solarek Studio will provide You during the term of this Agreement with the hosting, support and other miscellaneous Services as provided on the pricing page of the Bridge Site and for the Software licensed to You under this Agreement. Your Account will be hosted on Solarek Studio Servers on which several members may share the resources and network capacity.
4.2 Changes in Services
Solarek Studio reserves the right to change, amend, and otherwise alter the Services without prior notice to You. You agree to receive administrative communications from Solarek Studio with regard to the Software and Services, Your account, policy changes, system updates, and other notices. If You do not agree to such changes, then You may terminate use of the Services. Solarek Studio will not refund any fees or payments in the event of such termination.
You agree that we can email and correspond with you regarding these changes, or for other reasons related to your use of our products and services.
4.3 Service Downgrades
Downgrading your Service may cause the loss of content, features, or capacity of Your account. Solarek Studio does not accept any liability for such loss.
Your Account & Content Control
5.1 Control of Your Account
You will be solely responsible for the development, promotion, back-up, operation, and maintenance of Your Account, including accepting, processing, and filling customer orders generated through Your Account, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Account. You agree that Solarek Studio has no obligation to back-up any data related to Your Account's operations, that you will not have access to such data if your account is terminated and You should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.
You are responsible for operating, maintaining, and backing up your account, as well as for backing up all the data related to it. If your account is terminated, all of Your Account's data will be deleted permanently and cannot be recovered.
5.2 Ownership and Control of Your Account's Content
You retain all right, title, and interest in and to all intellectual property rights in Your content, exclusive of any content provided by Solarek Studio. You will be solely responsible for creating, managing, editing, reviewing, deleting, and otherwise controlling the content on Your Account, including all descriptions of the products and services You offer to customers of Your Account, trademarks You use, and user-generated content on and related to Your Account. As a conduit, Solarek Studio will give You discretion over Your content on the condition it is compatible and interoperable with the Software and Services provided by Solarek Studio under this Agreement and Your content and use of the Services, Software, and Bridge Site comply with all applicable laws and the terms of this Agreement. Regardless of other language in this Section, if Solarek Studio has reason to believe that You have breached any of the terms of this Agreement, Solarek Studio may suspend or terminate Your Account and/or any access to information or data related to Your account and the Software and Services, and disable and delete any content on Your Account.
You own your content, but that doesn't include what Solarek Studio provides (as established in section 3.1 above).
5.3 Passive Conduit
You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services, and content, Solarek Studio and its Software and Services are acting only as passive conduits for the distribution and publishing of such products, services, and content on Your Account. Solarek Studio has no obligation to You or any third party, and undertakes no responsibility, to review Your Account, the products or services listed on Your Account or any other content published and distributed on or through Your Account. Regardless of anything else in this Agreement, if Solarek Studio believes in its discretion that Your Account or any products, services, content, or other materials in the Account or on Solarek Studio Servers, or Your use of any Software, App, or Service, may create liability for Solarek Studio or harm other users of Solarek Studio's websites or services, then You agree that Solarek Studio may take any actions that Solarek Studio believes are prudent or necessary to minimize or eliminate Solarek Studio's potential liability or to protect other users of Solarek Studio's websites or services, including terminating Your account or denying You Service.
Solarek Studio is providing you with a platform for your business. We have no responsibility to review Your Account, products, or content.
5.4 Content License
During the period that Solarek Studio provides Services to You pursuant to this Agreement, You hereby grant to Solarek Studio and its subcontractors, and vendors a non-exclusive, irrevocable, sublicenseable, royalty-free, transferable, worldwide license to reproduce, use, distribute, create derivative works of, alter, modify, resize, crop, watermark, reformat, resave, compress, decompress, rewrite, cache, strip metadata, transmit, publicly perform, publicly display, and digitally perform Your content, data, and trademarks solely to host Your Account, run the Software, provide the Services and to otherwise promote and manage the Bridge Site. By making Your Account public, You agree that others can view Your content. You understand and agree that copies of Your Account, or parts of Your Account, may continue to be stored on Solarek Studio Servers after You terminate Your account. Solarek Studio agrees not to use Your content, data, and trademarks after Your account is terminated except as required to comply with legal requests or requirements, investigate claims, defend itself, and maintain records. You acknowledge and agree that Solarek Studio, its subcontractors, and vendors may use Your content for beta testing purposes even if such beta tests do not have a positive impact on performance.
Solarek Studio shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Bridge account, store, or catalog to promote the Services.
5.5 Order Fulfillment
Solarek Studio may make certain order fulfillment services, such as payment verification and processing, available to You. Some of these services may be available through third party vendors, such as Stripe, and Your relationship with such vendor will be pursuant to a separate agreement between You and the applicable vendor. You understand and agree that Solarek Studio is not responsible for the availability or provision of such services or for such third party vendor's non-performance or breaches of its agreement. Solarek Studio does not guarantee the availability, security, or delivery of such services or that You will be eligible for any vendor's services. It is Your responsibility to address all issues with regard to a vendor, including payments, refunds, chargebacks, collections, and service outages, with such third party vendor. It is also Your responsibility, and You agree to comply with all applicable agreements you have with such vendors, as well as all laws and industry guidelines regarding payment and orders that apply to merchants, including laws with regard to taxes, privacy, and PCI guidelines.
You agree to comply with all applicable laws and guidelines regarding payments and orders - which includes laws regarding taxes, privacy, and PCI guidelines.
5.6 Claims Against Your Account
We handle third party claims against Your Account in accordance with our Copyright and Trademark Policy, which is incorporated into this Agreement by reference, and which you agree to.
Covenants and Prohibitions
You covenant that all products, services, and content offered, published, or distributed on or through Your Account and Your related activities, including use of the Software and Services will not violate the Solarek Studio's Terms of Service as it may be amended from time to time, and will not:
You promise Your Account and the goods and services you offer will comply with our Terms of Service.
6.2 Prohibited and Restricted Activities
Prohibited Products & Services
You agree not to publish, offer for sale, sell, or otherwise distribute any of the following items on, through or connected with Your Account or through any App:
You may publish, offer for sale, sell, or otherwise distribute the following items on, through or connected with Your Account, but only if applicable federal, state, local, and other laws permit you to do so, and you fully comply with such laws:
Fees; Taxes; & Audit Rights
You shall pay the fees set forth on the Pricing page for the plan you choose. Solarek Studio may change the fees for its Services from time to time. If You do not accept a change in the fees, then You may terminate Your account. You agree not to disguise, hide, or otherwise misrepresent the number of gift registries or synced stores (retailers) that You offer on or through Your Account, or through use of any features of the Services, Software, or otherwise.
Fees are listed on the Pricing page. You agree to pay for the level of service you choose to use. We may change the fees periodically, and you're welcome to terminate your account if you're not happy with those changes.
7.2 Payment Terms
You agree to pay via credit card, check, or ACH for the Services, Software, and App in advance on a monthly basis. You understand that all fees are non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
If you don't pay, we'll have to suspend or terminate your account..
All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on Solarek Studio's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services under this Agreement.
You are solely responsible for collecting and reporting taxes on goods and services you offer on, through, or connected with Your Account.
In other words, the fees you pay us do not include taxes, which you are responsible to pay.
You're responsible for collecting and paying any taxes related to sales on or through Your Account.
Disclaimer of Warranties
Solarek Studio, its vendors, and service providers, provide the Software, Services, and Additional Services, on an "as is" and "as available" basis and expressly disclaim any and all express, implied, or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement, and warranties arising from a course of dealing, usage, or trade practice. Solarek Studio, its vendors, and service providers, do not warrant that the software, apps, services, and additional services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy, and reliability of the Software, Services, and Additional Services. You acknowledge and agree that this is reasonable and an essential element of this Agreement and that in its absence, the economic terms of this Agreement would be substantially different.
Limitation of Liability
In no event shall Solarek Studio, its vendors, or service providers, or their officers, members, directors, employees, contractors, or agents be liable for lost profits or any special, indirect, punitive, incidental, or consequential damages arising out of or in connection with the Software, Services, any Additional Services, or this Agreement (however arising, including negligence). Solarek Studio's, its vendors', and service providers', cumulative liability, and the liability of their officers, members, directors, employees, contractors, and agents to you or any third parties in any circumstance is limited to the amount of fees you paid to Solarek Studio in the one (1) year immediately preceding the month in which the action giving rise to the liability first arose. Some states do not allow the exclusion or limitation of certain damages, so the above limitation or exclusion may not apply to You.
If you experience a loss because of the Solarek Studio service, then Solarek Studio, the people associated with us, and our vendors will only be responsible for direct damages up to the amount you paid in the year prior to when the problem arose. We, the people associated with us, and our vendors are not liable for any other types of damages.
You agree to indemnify and hold Solarek Studio, its vendors, and service providers, and their officers, members, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including reasonable attorneys' and expert witnesses' fees) incurred or arising from: (a) any content and other materials provided, stored, sold, or otherwise distributed by You or generated by users of Your Account, (b) any claims arising from the sale or license of goods or services in Your Account, and (c) any breach by You or those You control of this Agreement or the documents it incorporates by reference. Solarek Studio's, its vendors', and service providers' indemnity rights shall not be limited or offset by any contributory negligence by Solarek Studio. Solarek Studio reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Solarek Studio's defense of such claim.
11.1 Data Ownership
As between Solarek Studio and You, You and Solarek Studio shall own all data collected from or about customers of Your Account. Solarek Studio uses this data to provide a better quality service, including re-marketing Your Account to customers. Solarek Studio agrees to keep as confidential customer purchases and actions that may be deemed private.
You consent to the collection, processing, and transfer of all data by Solarek Studio, and third parties contracted by Solarek Studio, to assist in the performance of the Services. You may not use the Services to send unsolicited commercial messages (spam) or otherwise in violation of any law, statute, ordinance, regulation, or industry guideline.
Without limiting other remedies, Solarek Studio may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend, lock, or terminate Your account or Your Account, in whole or in part, and refuse to provide some or all of the Software or Services to You if: (a) You fail to pay any fees in accordance with this Agreement; (b) You breach this Agreement or the documents it incorporates by reference in any other manner; (c) Solarek Studio is unable to verify or authenticate any information You provide to Solarek Studio; or (d) Solarek Studio believes that Your actions may harm, cause financial loss or legal liability for You, Your Account customers, Solarek Studio, or Solarek Studio's users or affiliates.
Suspension and Termination
At Solarek Studio's discretion, Solarek Studio may suspend Your account or any part of Your account by deactivating any access by You or by Your customers to any information contained on the Solarek Studio Servers related to Your account. Suspension may also include disabling Your Account and/or any access to information or data related to Your account. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.
You and Solarek Studio may terminate this Agreement and Your account at any time.
13.3 Rights Upon Termination
In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement will automatically and immediately cease and You shall stop using the Bridge Site, Services, and Software, destroy all copies of the Software in Your possession, if any, and remove all Apps from Your mobile devices, unless you are a member (specifically a brand or distributor) responsible for managing a Smart Brand's products. You will not have access to Your account after termination, unless you are a member (specifically a brand or distributor) responsible for managing a Smart Brand's products. Upon termination, there will be no refund provided to You except as otherwise agreed to in writing by Solarek Studio and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Solarek Studio to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs, and/or attorneys' fees or expert witnesses' cost or other costs of any kind under this Agreement. If you are member whose responsibility includes managing a Smart Brand's products, you will have access to your account for the sole purpose of maintaining the Smart Products for 30 days from notice of termination.
You will not have access to your account after termination.
14.1 Governing Law and Jurisdiction
This Agreement will be governed in all respects by the laws of the State of New York without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction. You agree that any cause of action that may arise under this Agreement or in connection with Your use of the Software or Services will be commenced and heard only in the appropriate court having jurisdiction over New York, New York. You hereby consent to the exclusive jurisdiction of and venue in such courts.
If you and Solarek Studio ever have a dispute it will be decided by a court in New York, NY, and New York law will apply.
14.2 Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding Your use of the Software and Services and Your listing and sale of products and services on Your Account.
14.3 No Agency
You and Solarek Studio are independent contractors, and this Agreement is not intended to create, and does not create any agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship.
14.4 Force Majeure
Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, terrorist act, governmental act or order, act of God, failures in electric power or telecommunications services, or any other event beyond the control of the party.
Except as explicitly stated otherwise, any notices will be provided via email to Solarek Studio, LLC at [email protected] and to the email address or addresses You provide to Solarek Studio (in Your case). Notice will be deemed given twenty-four (24) business hours after email is sent. Alternatively, Solarek Studio or You may send notice by certified mail, postage prepaid and return receipt requested. If certified mail is used, notice will be deemed given three (3) days after the date of mailing.
You shall not assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement without our prior written consent. Any assignment, transfer, or delegation in contravention of the foregoing provision will be null and void. You agree that this Agreement may be assigned by Solarek Studio, in Solarek Studio's discretion without Your consent. This agreement is binding on your permitted assignees and transferees.
14.7 No Third Party Beneficiary
You acknowledge and agree that nothing in this Agreement, express or implied, is intended to or will be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies, or other benefits with respect to or in connection with any agreement or provision contained in or contemplated by this Agreement.
14.8 Severability; Waiver
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. Solarek Studio's failure to act with respect to a breach by You or others does not waive Solarek Studio's right to act with respect to subsequent or similar breaches.
Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section. When used in this Agreement, the term "including" means "including but not limited to," and "discretion" means the sole discretion of the applicable party unless expressly stated to the contrary.
14.11 Entire Agreement
This Agreement, together with the agreements and policies that are incorporated into this Agreement by reference, sets forth the entire understanding and agreement between You and Solarek Studio with respect to the subject matter of this Agreement.