Terms of Service

Last Updated December 20, 2023

These Terms of Service (the “Agreement”), are made by and agreed to between Soleo Communications, Inc. (“Soleo”, “We”, “Us”, or “Our”) a Delaware corporation with a business address of 1255 University Ave. Suite 204, Rochester, NY 14607, and you (“Customer”, “User”, “You”, or “Yours”) and shall govern the relationship between the Parties with respect to the Service as defined herein.
This Agreement, including any Insertion Orders, constitutes the entire understanding and agreement between you and Soleo with respect to the Service and supersedes all prior oral and written communications. Soleo and Customer are sometimes hereinafter referred to each as a “Party” or collectively as the “Parties”.

1. Eligibility
1.1 Soleo provides the service solely on the condition that you accept and comply with the terms of service. You agree to be bound by the terms of service and represent and warrant that you are at least eighteen (18) years of age and have full legal authority to enter into this agreement, regardless of whether you are doing so in your capacity as an individual or on behalf of a corporation, limited liability company, or other legal entity.

2. Service
2.1 Soleo provides use of our platform and access to Soleo’s Call Network and marketing services related to Soleo’s Digital Properties for the purpose of referring consumers to your business or website (“Click Lead”), along with any data collected (“Form Lead”) or connecting you to consumers via phone call (“Call Lead”).

2.2 Soleo’s platform distributes or makes available the Customer’s advertised services (“Campaign”). The details regarding each Customer Campaign will be set forth, in and governed by, an accompanying Insertion Order.

3. License and Use
3.1 Pursuant to the terms of this Agreement, Soleo hereby grants you a limited, non-exclusive, freely revocable license to access and use the Service. This license does not include any right to resale, republish, copy, distribute, assign, license, or sublicense the Service. You may not use or exploit our Service for any commercial purpose, other than as directly covered under this Agreement, unless expressly permitted by us in writing.

4. Customer Obligations
4.1 Customer shall provide all necessary information and reasonable cooperation in order to assist Soleo in configuring the Campaign on Soleo’s platform.
4.2 If applicable, Customer shall provide Customer’s API interface instructions and credentials to Soleo and notify Soleo of any system updates or outages.
4.3 Customer shall comply with all other requirements outlined in the applicable Insertion Order.
4.4 Customer shall provide end-consumers with a good user experience; the services offered must align with the campaign outlined within the Insertion Order.
4.5 Customer will provide services only for which Customer is authorized and/or licensed and that were previously disclosed and identified by customer to Soleo.
4.6 Customer shall comply with Telephone Consumer Protection Act (“TCPA”), the CAN-SPAM Act of 2003, Do Not Call List requirements and any other applicable U.S. federal or state law concerning privacy or data security.

5. Privacy
5.1 Our Privacy Policy is expressly incorporated in the Terms of Service.

6. Fees and Payments
6.1 Soleo will provide an invoice to Customer [for all activity in the month] within ten (10) days of month end, indicating amount owed to Soleo.
6.2 Customer agrees to pay the invoice within timeframe specified in the Insertion Order. All payments shall be made in US dollars either by credit card, check payable to Soleo, or by ACH to Soleo’s account using the information provided on the invoice. Soleo reserves the right to add a reasonable service charge to any payments by credit card to cover associated processing fees and costs.

6.3 All late payments shall bear interest at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Soleo for all reasonable, documented, out-of-pocket costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
6.4 Unless expressly authorized in advance and confirmed in writing by Soleo, the Customer shall have no right to set off, discount, or otherwise reduce or refuse to pay any Fees due to Soleo, whether because of: alleged payments, damages or liabilities owed by Soleo to the Customer; alleged or actual claims against Soleo; or any other financial obligation of Soleo to the Customer, in each case, whether under this Agreement or otherwise.
6.5 Lead Disputes
(a) Your right to dispute Click Leads, Form Leads, or Call Leads (“Leads) under this Section is expressly conditioned upon us recording the Calls. If you elect to turn call recording off in the Platform and/or if any Order Form(s) executed between the Parties indicate that you will not allow call recording on your Calls, then you will not be allowed to dispute any Leads sent to you.
(b) You must raise any disputes under this Section within five (5) days of the date the Lead was sent to you. If you fail to raise any disputes within five (5) days, they shall be deemed waived.
(c) Soleo is under no obligation to provide any refunds related to the Service. We may, at our sole discretion, choose to provide an account credit or refund based on your specific Account and the circumstances related to the account credit or refund.
6.6 Taxes
(a) To the extent a jurisdiction subjects the transactions under this Agreement to sales tax or any other surcharges or assessments (the “Taxes”), you agree to the collection and payment of Taxes. Any Taxes shall be separately stated on each monthly statement.

7. Account Registration and Credentials
7.1 To access and use the Service, you may be required to create an online account. Soleo will issue you credentials, via email, to access the Services. You may not sell, transfer, sublicense or otherwise disclose your credentials to any other party, including, but not limited to, affiliate entities.

8. User Content
8.1 Our Services may require you to create, post, store and share content, including advertisements, messages, text, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Soleo.
8.2 You grant Soleo and its subsidiaries and affiliates a limited, non-transferable, perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, publicly display, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content (including your name, address, contact information, logo and/or other marks) in all media formats and channels now known or later developed without compensation to you, for the purposes of providing you the Services. When you share User Content on or through our Services, you understand that your User Content and any associated information may be visible to end-consumers.
8.3 You may not create, post, store or share any User Content that violates these Terms of Service or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms of Service, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

9. Call Recording
9.1 You understand and agree that we may record and/or transcribe and/or monitor any calls hosted as part of the Service for quality assurance purposes.

9.2 If we record any calls as part of the Service, we will play a message to the caller who is calling the Telephone Number provided as part of the Service to inform them that the call is being recorded and/or transcribed and/or monitored.

9.3 You consent to the recording and/or transcribing and/or monitoring of calls in connection with the Service, and you agree to obtain any necessary consent of, and provide any necessary notice of such recording and/or monitoring to: a) your employees and/or agents, b) your customers/merchants, or c) other third-parties, as needed to comply with all applicable federal, state and local laws.
9.4 You understand that information on these calls may be highly sensitive and may contain Personal Information as defined in our Privacy Policy. You agree and understand that Soleo shall have no liability to you or to any third-party in relation to your use of the call recordings and/or transcriptions and/or any Personal Information contained therein. You must have established and documented policies and procedures for ensuring the protection and security of the call recordings, transcriptions, and any Personal Information disclosed therein. Liability for any claims related to your use of the call recordings and/or transcriptions and/or Personal Information contained therein shall rest solely with you, and you agree to indemnify and hold harmless Soleo from any such claims.

9.5 You may choose to turn off call recording and transcriptions in the Platform by specifying within the campaign insertion order

10. Prohibited Use
10.1 Customer shall not, and shall not permit or authorize any third-party, to engage in any prohibited conduct, in relation to the Service or when interfacing with any platform owned or operated by Soleo in relation to this Agreement, including, but not limited to:
(a) deliver unsolicited marketing or advertising offers in violation of any consumer protection laws;
(b) play, display or provide any content on any media platform, that contains any pornographic, hate-related, violent, or illegal content;
(c) obscure, conceal, alter, or attempt thereof, to alter the source of any information transmitted to or through the Service or on any of Soleo’s platforms or sites;
(d) “crawl,” “spider,” index, warehouse, or in any non-transitory manner store or cache information obtained from the Service or any of Soleo’s platforms or sites;
(e) copy, modify, or create derivative works or improvements of the Service;
(f) rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to any third-party, in whole or in part;
(g) use the Services for sales research, enriching, or cleaning your own data, or the data of a third-party;
(h) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Service, in whole or in part;
(i) bypass or breach any security device or protection used by the Service, or access or use the Service, other than by an authorized user with a valid Account with his or her own then valid Credentials;
(j) create accounts by using false credentials, or altering credentials with false information;
(k) impersonate or attempt to impersonate Soleo, a Soleo employee or contractor, or any other person or entity;
(l) input, upload, transmit, or otherwise provide, to, from or through, the Service any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
(m) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede the Service, or Soleo’s provision of services to any third-party, in whole or in part;
(n) remove, delete, alter, or obscure any trademarks, or any notices of copyright, patent, trademark or other intellectual property or proprietary rights from the Service or on any of Soleo’s platforms or sites;
(o) access or use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Soleo or any third-party;
(p) access or use the Service in any way which causes harm to Soleo or any third-party, including harm to minors, or which violates any applicable law;
(q) access or use the Service to interfere with emergency response services;
(r) commit a fraud against Soleo or any third-party;
(s) manipulate phone-based identification or verification systems;
(t) access or use the Service for purposes of competitive analysis of the Service, the development, provision or use of competing services or products or any other purpose that is to Soleo’s detriment or commercial disadvantage;
(u) make any representations or warranties about the Services to any third-party.
10.2 You acknowledge that any attempted participation in, or violation of, the Prohibited Uses, as defined in this Section, constitutes a material breach of this Agreement and that Soleo may pursue all applicable legal and equitable remedies against you, including immediate termination of this Agreement.
10.3 If your attempted participation in, or violation of, the Prohibited Uses or any other misuse of the Service results in any fines or penalties assessed against Soleo, you agree that Soleo may collect payment for the fine or penalty from the payment method on your Account.

11. Term and Termination
11.1 This Agreement shall commence as of the date last signed by both Parties.
11.2 This Agreement shall continue on an ongoing basis until and unless you cancel Service as described in this Section, or until and unless we choose to terminate Service.
11.3 You may cancel Service, suspend Service, or modify your Insertion Order, including but not limited to monthly budget and campaign requirements, upon thirty (30) days advance written notice.
11.4 Notwithstanding anything to the contrary in this Agreement, Soleo reserves the right to suspend or terminate your access to the Service at any time and for any reason, in its sole discretion.
11.5 Regardless of the reason for cancellation or termination of Service, you will remain responsible for paying any fees you have incurred prior to the termination date. Any remaining amounts owed by you shall become due immediately upon the effective termination date.

12. Intellectual Property
12.1 All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other Confidential Information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement, or that are prepared by or on behalf of Soleo in the course of performing Soleo’s obligations with respect to the Service shall be owned exclusively by Soleo [except for any Confidential Information of Customer or Customer’s materials].

13. Feedback and Data Sharing
13.1 You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Soleo or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Soleo’s sole discretion. You understand that Soleo may treat Feedback as nonconfidential.
13.2 By using the Services, I acknowledge and understand that Soleo may access and receive data for Click Leads, Form Leads, and Call Leads through integrations with third-party lead management software (LMS) providers and other third-parties, and I consent to these third-parties sharing such information with Soleo.

14. Copyright Infringement
14.1 We do not permit copyright or trademark infringing activities and other infringement of intellectual property rights on the Services, and we will remove or modify (or require you to remove or modify) content if we determine that such content infringes on another’s intellectual property rights.

15. Indemnification
15.1 The Parties indemnify, defend and hold harmless each other, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (collectively, the “Indemnified Parties”), from and against any and all third party claims, liability, losses, and expenses (including damage awards, settlement amounts, and reasonable attorney’s fees), brought against any Indemnified Parties directly arising out of, or related to, misuse of the Service, or breach of this Agreement, by you or your agents, employees, or representatives.

16. Disclaimer of Warranties
16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SOLEO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SERVICE. SOLEO DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE WITHOUT INTERRUPTION, IN A TIMELY AND SECURE MANNER, OR WITHOUT ERRORS OR DEFECTS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, SOLEO IS PROVIDING THE SERVICE “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THIS AGREEMENT ARE EXCLUSIVE, AND ALL OTHERS ARE EXPRESSLY DISCLAIMED. NO OTHER WARRANTIES, WRITTEN OR ORAL, ARE EXPRESSED OR IMPLIED BY SOLEO OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE.

17. Limitation of Liability; Force Majeure
17.1 IN NO EVENT SHALL SOLEO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SOLEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
17.2 Without limiting the foregoing Soleo shall have no liability, nor be deemed to have defaulted or breached this Agreement for any failure or delay in performing any term of this Agreement resulting from any condition beyond our reasonable control, including but not limited to: acts of God, flood, fire, earthquake, explosion, governmental actions, war, acts of terrorism, riots or other civil unrest, embargoes, national or state emergencies, epidemics, lock-outs, strikes or other labor disputes (whether or not relating to our work force), restraints or delays impacting carriers, inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown, or power outage.
17.3 You acknowledge that you have entered into this Agreement with a full understanding of the limitations of liability stated herein and that those limitations are an essential basis of the bargain.
17.4 REGARDLESS OF ANY STATUTE OF LIMITATIONS OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY, MUST COMMENCE WITHIN THREE (3) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. IF NOT COMMENCED WITHIN THREE (3) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, THE CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
17.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL SOLEO’S AGGREGATE LIABILITY, ARISING OUT OF OR RELATED TO ANY CLAIM MADE UNDER THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SOLEO IN THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Release
18.1 To the fullest extent permitted by applicable law, you release Soleo and the other Soleo Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

19. Waiver of Jury Trial
19.1 Each Party acknowledges that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each Party irrevocably and unconditionally waives any right it may have to a trial by jury with respect to any legal action arising out of or relating to this Agreement, or the transactions contemplated hereby.

20. Governing Law and Venue
20.1 This Agreement shall be construed and enforced in accordance with the laws of the State of New York. All actions and claims of any kind (whether at law, in equity, in contract, in tort, or otherwise), that may arise out of or relate to this Agreement, must be brought in a court of competent jurisdiction in Monroe County, New York. You hereby irrevocably consent to the jurisdiction of such courts and hereby waive any objection which you may now or hereafter have to the venue, including any defense of inconvenient forum. Any claims arising under or related to this Agreement must be brought in your individual capacity and not as a plaintiff or class member in any class action or similar proceeding. We will be entitled to recover our reasonable attorney’s fees and costs if we are the prevailing party in the action.

21. Relationship of the Parties
21.1 This Agreement does not create a joint venture, partnership, employment or agency relationship between you and us. You do not have any authority to enter into any agreements of any kind on our behalf.

22. Amendment and Modification
22.1 Soleo reserves the right to modify the terms of service, at its discretion, at any time. all changes shall become effective immediately upon posting to our website at www.soleo.com. You understand and acknowledge that you are responsible for periodically checking the website for any modifications to the terms of service. Your continued use of the service after a change to the terms of service is posted constitutes your acceptance of the updated terms. We reserve the right, in our sole discretion, to suspend or cancel service at any time.

23. Severability
23.1 If any term or part of this Agreement is found unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable. The remaining portions of this Agreement will remain in full force and effect.

24. Miscellaneous
24.1 Any failure by us to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall not operate or be construed as a waiver. Any waivers provided by us are only effective if provided in writing.
24.2 All notices required or permitted to be given under this Agreement (“Notices”) shall be in writing, reference this Agreement, and:
(a) If to Soleo addressed to: Soleo Communications, Inc. 1255 University Ave. Suite 204 Rochester, NY 14607 Attention: Office of the General Counsel or by E-mail: [email protected].
(b) If to Customer, it shall be provided either by posting a notice on our website and/or by e-mail to the e-email address provided on your account.
24.3 We may freely assign our rights and/or delegate our duties under this Agreement at any time without your prior consent. You may not assign, sublicense or otherwise transfer your rights under this Agreement to anyone else without our express prior written consent.

25. Confidentiality
25.1 During the Term of this Agreement, you may receive certain non-public, proprietary, and confidential information belonging to Soleo (“Confidential Information”).
25.2 Confidential Information shall include, but is not limited to, information about products, services, pricing, business policies and practices, confidential intellectual property, trade secrets, third-party confidential information, or other sensitive or proprietary information belonging to Soleo.
25.3 You agree to: (a) protect and safeguard the confidentiality of our Confidential Information with at least the same degree of care as you would use to protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the our Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to your employees or representatives who need to know the Confidential Information to assist you, or act on your behalf, to exercise your rights or perform your obligations under this Agreement.
25.4 If you are required, pursuant to applicable law or valid order issued by a court or governmental agency of competent jurisdiction, to disclose any Confidential Information belonging to Soleo, you must, prior to making such disclosure, use commercially reasonable efforts to notify Soleo of such requirement to afford us the opportunity to seek a protective order or other remedy.
25.5 We may seek equitable relief (including injunctive relief) against you, your officers, directors, employees, and other representatives to prevent the breach or threatened breach of this Section and to secure its enforcement, in addition to all other remedies available at law.

26. Publicity
26.1 You understand and agree that Soleo has the right to reference and publicize you and/or your business name and logo as a customer of Soleo for marketing and advertising purposes.

27. Representations and Warranties
27.1 You represent and warrant to Soleo that: a) you have all necessary right, power, and authority to enter into this Agreement, and to perform the acts required of you herein; b) you are duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction where you are incorporated or organized; c) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection, privacy or consumer protection laws) in your performance of any acts hereunder; d) entering into this Agreement does not breach any duty owed to a third-party or violate any rights of any third-party or entity, including, without limitation, rights of intellectual property, publicity, privacy, or other rights or duties under consumer protection, product liability, tort, or contracts theories; and e) the execution of this Agreement, by you or your representative, has been duly authorized by all necessary corporate or organizational action.

28. No Third-Party Beneficiaries
28.1 This Agreement benefits solely the Parties to this Agreement and nothing in this Agreement, express or implied, confers upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

29. Headings
29.1 The headings in this Agreement, and any Related Documents are for reference only and do not affect the interpretation of the terms herein.

30. Disputes
30.1 You agree that prior to filing any claim or commencing any legal proceeding related to any disputes you may have in relation to this Agreement, that you must first provide Soleo an opportunity to resolve the dispute. You may do so by providing written notice by email to: [email protected] or by mail to: Soleo Communications, Inc., 1255 University Ave. Suite 204 Rochester, NY 14607, Attention: Office of the General Counsel. Your notice must include: (i) your name, (ii) your address, (iii) your phone number, and (iv) a written description of the dispute and your relief sought. If Soleo is not able to resolve your dispute within ninety (90) days, you may pursue alternative relief.