Terms of Use

Welcome to the Solver website

1. General

   Solver welcomes you to the Solver website, which is hosted by or for Solver. The Solver Site includes areas such as the Solver Community, which includes forums where users who have registered for a Solver Account (as described below) may transmit or post communications, participate in training, discussion forums, document and information sharing, beta program and other issues of interest to users of Solver products and services, as well as user groups that are specific to certain communities of Solver users (“Community Groups”).

2. User’s Acceptance of Terms of Use

   These Terms of Use shall govern your access, visits and use of the Solver Site. There may be certain areas of the Solver Site or Community Groups where access is subject to eligibility requirements and/or include specific or supplemental terms of use, in addition to those set forth here (“Supplemental Terms of Use”). If there is a conflict between these Terms of Use and any Supplemental Terms of Use, then the Supplemental Terms of Use shall govern your use and access of that particular area of the Solver Site. All Supplemental Terms are hereby incorporated into these Terms of Use by this reference.

   By accessing the Solver Site or by registering for a Solver Account, you are subject to the Terms of Use. If you do not agree to all of the Terms of Use, you should not access, visit or participate in the Solver Site. If you breach any of the Terms of Use or any Supplemental Terms of Use, your authorization to use the Solver Site (including any Community Group) automatically terminates and you agree to immediately destroy any material you obtained from the Solver Site (other than Solver Solutions validly licensed from a third party) or derived from material you obtained from the Solver Site.

   Solver reserves the right to modify, suspend or terminate the Solver Site or any area within the Solver Site, including the Solver Community and/or these Terms of Use from time to time at its sole discretion and without notice. Solver will post any modified Terms of Use on the Solver Site. Solver may also impose limits on certain features and services or restrict your access to parts of the Solver Site without notice or liability. You should periodically check the Terms of Use for such changes. Solver may, but is not obligated to notify you of such changes. Your continued use of any part of the Solver Site after Solver posts such changes to the Terms of Use (regardless of whether Solver has specifically notified you of such changes) shall indicate your acknowledgement of such changes and agreement to be bound by the revised Terms of Use.

   Solver will not be liable to you or any third-party for any claims or actions arising or resulting from your use, visit, or participation in the Solver Site and for any modification, suspension, or termination of the Solver Site, or termination of your access to your Solver Account.

3. Registration and Eligibility

   You must be at least eighteen (18) years old to have a Solver Account which allows you to access certain areas of the Solver Site, including the Solver Community and Community Groups. If you wish to have a Solver Account, you must provide current, accurate, and complete information about yourself during the account registration process. By obtaining a Solver Account, you expressly agree to be bound by the Terms of Use as entered into by and between Solver and you. You are responsible for maintaining the confidentiality of your Solver Account password and account, and assume all liabilities and responsibilities for any and all activities that occur under your account. You must maintain and promptly update any account information provided to Solver in order to keep such information up to date, accurate and complete. Solver reserves the right to refuse access to certain areas of the Solver Site, including the Solver Community and/or any Community Group to anyone, at any time, without notice, and for any reason. If you have a Solver Account, you agree that Solver may send you important information and notices regarding the Solver Site by email, text messaging or other means based on the information you have provided to Solver. These Terms of Use are void where prohibited by law and the right to access the Solver Site is revoked in such jurisdictions. You agree that if you become resident in such a jurisdiction, you will immediately cease all use and access of the Solver Site.

   Solver does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register a Solver Account or use the Solver Site. If you are under 13, please do not attempt to register for a Solver Account or send any information about yourself to Solver, including your name, address, telephone number, or email address, and you are not authorized to use the Solver Site. In the event Solver learns that it has collected personal information from a child under age 13 without verification of parental consent, Solver will delete that information as quickly as possible.

4. Conduct

   You must abide by the following rules of conduct:

   1. Do not engage in any unlawful conduct in the Solver Site. In particular, do not post, publish, or distribute any defamatory, obscene, infringing or other unlawful material or information in the Solver Site.
   2. Treat others in the Solver Site as you would expect them to treat you. Do not engage in personal attacks or any type of “flaming” of other users. Do not “troll”, i.e. post topics or opinions that are designed to provoke a negative response from one or more specific users.
   3. Do not engage in disruptive activity in the Solver Site, such as persistent off-topic contributions or comments, or statements that might incite other users to violate these guidelines or participate in illegal activities.
   4. Do not contribute content that contains photos, software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or have rights to these materials.
   5. Do not post any instructions, software or other materials that would allow participants or third parties to harm other users’ computers or to inappropriately access software or websites.
   6. Do not post any computer programs that contain destructive features, such as viruses, worms or Trojan horses. Do not employ any type of bots for the use of scrolling, showing multiple screens, or other activities that might disrupt online communication.
   7. Do not falsely impersonate any other person in the forum, including Solver employees or agents.
   8. Do not use the Solver Site to spam other users, including sending identical and irrelevant submissions to many different discussion groups, mailing lists or communities.
   9. Do not misrepresent the source of anything you contribute.
   10. While you may use certain aspects of the Solver Site (such as the Solver Community), as designated by Solver, to provide supplemental information about your own business that might be of interest to other users (without spamming them), you shall not distribute or otherwise publish any content containing a solicitation of funds, promotion, or advertisement. You agree not to solicit other users of the Solver Site to use or join or become members of any other commercial online or offline service or other organization.
   11. You are responsible and liable for all your activities while participating in the Solver Site, including anything you contribute.
   12. Do not rely on the Solver Site, including Customer Communities for the safe and secure storage of any materials. The Solver Site is not designed as the primary place to store any of these materials, and Solver is not responsible for the alteration, deletion or loss of any stored items. Create back-ups for any materials that you contribute to the Solver Site.
   13. Solver reserves the right to remove at any time, without notice, any contribution that violates these guidelines. Solver also reserves the right at any time, without notice, to ban or suspend access rights of any user who has violated these Terms of Use. For clarity, however, Solver has no obligation to monitor Contributions (as defined below).
   14. Some participants may post Internet website links to other websites in the Solver Site. Solver is not responsible for the content on through the websites associated with these links. In addition, Solver must remind you that some content and links on the Internet contain adult content that is not suitable for children and may be offensive to some users.
   15. You are responsible for any actions you may take based on information or advice you receive through the Solver Site (including the Solver Community). Use your own good judgment when evaluating information provided through the Solver Site or any other communication service. The decision to share information or conduct transactions with anyone is your own; therefore conduct your own research prior to making any decisions.
   16. Information exchanged in the Solver Site is not confidential.
   17. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Solver Site.

5. Contributions

   There are opportunities for you as a Solver Account holder (including the Solver Community) to actively participate by creating, providing, sharing and uploading information to the Solver Site such as comments, ideas or suggestions for new or improved software products, technologies, marketing/advertising campaigns or product names, data, articles, documents, discussion forum threads, blog entries, computer code, such as software sample code, source code, scripts, patches, bug fixes, binaries or executables, or other data, material or information (individually and collectively “Contributions”). All Contributions are subject to the Terms of Use. Solver assumes no responsibility or liability over the sharing of Contributions among users.

6. Contributions Ownership, Rights and Liability

   Solver does not claim ownership of any Contributions that you or others users post, upload, submit or otherwise provide to the Solver Site. By providing Contributions other than Solver Solutions to the Solver Site, you grant to Solver and each Solver Site user under all intellectual, industrial and proprietary rights a perpetual, worldwide, non-exclusive, sublicenseable, transferable, no-charge, royalty-free, irrevocable license to use, reproduce, modify, distribute, display, perform and otherwise fully exploit such Contributions for any and all purposes.

   In order to grant Solver and other users of the Solver Site the rights, permissions and licenses contained herein, you represent and warrant that you either own or have all the necessary intellectual property rights in the Contributions and that your Contributions do not violate any intellectual, industrial or other proprietary rights of others. Do not post, upload, submit or otherwise provide Contributions that are protected by any rights of others, unless you have the necessary rights or licenses to use and fully exploit such Contributions as contemplated in these Terms of Use. By uploading Contributions to the Solver Site, you warrant that you are not uploading viruses, worms, Trojan horses or other malicious, illegal, or unlawful code which is designed to interrupt, destroy, or limit the functionality of any software or hardware.

   You acknowledge and agree that all Contributions are provided on a non-confidential basis notwithstanding any designation or notation of confidentiality. Solver is under no obligation to and does not control the Contributions created, provided or uploaded to the Solver Site. The nature of some Contributions may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. Solver reserves the right to take down and remove Contributions that are flagged by users or deemed by Solver as objectionable. However Solver is under no duty to monitor, take down or remove any Contributions.

7. Blogs

   Blog authors and blog users (hereinafter “Bloggers”) who post blog entries, comments or other Contributions are expected to adhere to conduct as set forth in Section 4 above. Bloggers may create blogs generally discussing Solver products and services. Although Solver respects the freedom of Bloggers and the Contributions they post, blogs that predominantly discuss topics completely unrelated to Solver or that consume excessive resources or bandwidth may be taken down at the sole discretion of Solver. Generally it is suggested that Bloggers take responsibility not just for their own words, but for the comments allowed on their blogs; label their tolerance level for abusive comments; consider eliminating anonymous comments; ignore the trolls (i.e., those who intentionally post derogatory or otherwise inflammatory messages); take the conversation offline, and talk directly, or find an intermediary who can do so; if you know someone who is violating the conduct guidelines, tell them so; and don’t say anything online that you wouldn’t say in person. Bloggers understand that they bear the full responsibility of any Contributions they post and that such Contributions may lead to adverse consequences in their personal or professional lives, such as damaged friendships or loss of employment.

8. Third Party Web Sites, Content, Products and Services

   The Solver Site may contain links to web sites and access to Contributions, content (including opinions, advice, statements and advertisements), products and services from third parties (collectively “Third Party Content”). These links are available through the Solver Site merely as a convenience, for informational purposes and the inclusion of such links does not constitute or imply any endorsement or recommendation. You agree that Solver is not responsible for the availability of any such Third Party Content. You should refer to the policies posted by other web sites regarding privacy and other topics before you use them. You understand that you bear all risks associated with the access to and use of such Third Party Content. If you choose to purchase any products or services from a third party (including, without limitation, any Solver Solutions), your relationship is directly with the third party. You agree that Solver is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that Solver is not responsible for any loss or damage of any sort you may incur from dealing with any third party (including, without limitation, any Solver Solution developer).

9. Disclaimer

   SOLVER HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. THE SOLVER SITE (INCLUDING THE SOLVER COMMUNITY AND ALL COMMUNITY GROUPS) AND ALL SOLVER SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOLVER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOLVER AND ITS SUPPLIERS MAKES NO WARRANTY THAT THE SOLVER SITE, CUSTOMER COMMUNITIES OR SOLVER SITE CONTENT WILL MEET YOUR REQUIREMENTS, THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOLVER SITE, CUSTOMER COMMUNITIES OR ANY SOLVER SITE CONTENT WILL BE ACCURATE, COMPLETE OR RELIABLE; OR THE QUALITY OF ANY SOLVER SITE CONTENT PURCHASED OR OBTAINED BY YOU THROUGH THE SOLVER SITE WILL MEET YOUR EXPECTATIONS. ANY SOLVER SITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOLVER SITE IS DONE AT YOUR OWN DISCRETION AND RISK. SOLVER AND ITS SUPPLIERS SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTRIBUTIONS AND OTHER SERVICES.

10. Limitation of Liability

    IN NO EVENT SHALL SOLVER OR ANY OF ITS SUPPLIERS, PARTNERS OR AFFILIATES BE LIABLE FOR ANY DAMAGES INCURRED BY YOU OR ANY THIRD PARTY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM (A)YOUR ACCESS TO OR USE OF OR INABILITY TO USE THE SOLVER SITE OR ANY SOLVER SITE CONTENT OR CUSTOMER COMMUNITIES; (B) YOUR RELIANCE UPON ANY OF THE SOLVER SITE CONTENT, (C) SOLVER’S TERMINATION OR SUSPENSION OF YOUR ACCESS TO ALL OR ANY PART OF THE SOLVER SITE, (D) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (E) FOR ANY MATTER BEYOND THE CONTROL OF SOLVER. WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOLVER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    SOLVER’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SOLVER SITE OR YOUR USE OF CONTRIBUTIONS, AND OTHER ACCOUNT SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OR WARRANTY OR OTHERWISE), WILL NOT EXCEED THE GREATER OF ONE DOLLAR ($1) AND THE AMOUNTS PAID BY YOU TO SOLVER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY SOLVER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE OF DURATION OF SUCH WARRANTY AND THE EXTENT OF THE SOLVER’S PARTY’S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

11. Indemnification

    If Solver’s and its subsidiaries, affiliates, directors, officers, agents, and employees should incur any liability to a third party arising out of or in any way related to (a) your breach of these Terms of Use (or any Supplemental Terms of Use), (b) your use of the Solver Site, or (c) your Contributions or anything you upload or make accessible through the Solver Site, you agree to indemnify and hold Solver and its subsidiaries, affiliates, directors, officers, agents, and employees free and harmless from any such liability, and from all loss, claims, costs, demands, debts and causes of action in connection therewith, including reasonable attorney’s fees and expenses.

12. Privacy Policy

    Solver does not require that you provide personal information, the decision to provide personal information is voluntary. However, in order to register for a Solver Account, you must provide personal information. By providing your personal information to Solver, you consent to the collection, processing and storage by Solver of your personal information in accordance with the terms of Solver’s Privacy Policy

13. Export Restrictions/Legal Compliance

    You may not access, download, use or export any Solver Site Content or use or access the Solver Site in violation of any country’s export laws or regulations or any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of Solver in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the Solver Site outside the U.S. You shall not make the services or products of Solver nor the underlying information or technology available for downloaded or otherwise provide, either directly or indirectly, (i) into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represents and warrants that you are not located in, under the control of, or a national or resident of any such country or on any such list.

14. Forward-looking and Cautionary Statements

    Except for historical information and discussions, statements set forth throughout this web site may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. These statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially, as discussed in the company’s filings with the U.S. Securities and Exchange Commission. See the “SEC filings” tab under “Investor relations” on this website for copies of such filings.

15. Applicable Law; Dispute Resolution

    This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof other than New York General Obligations Law Section 5-1401. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York City using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of New York.

16. Copyright Policy/Digital Millennium Copyright Act

    You may not post, modify, distribute, or reproduce in any way copyrighted or other proprietary materials without obtaining the prior written consent of the copyright owner of such materials. Solver may terminate an account, deny access to a site or service, or terminate any user who is alleged to have infringed the copyright or proprietary rights of another.

    Without limiting the foregoing, if you believe that your copyright or other rights have been infringed, please provide our Designated Agent written notice with the following information:

    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other interest
    • A description of the copyrighted work or other work that you claim has been infringed
    • A description of where the material that you claim is infringing is located on our sites, networks or other repositories
    • Your address, telephone number, and email address
    • A written 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
    • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf

    Our Designated Agent for notice of claims of copyright infringement can be reached as follows:

    Solver, Inc
    23532 Calabasas Road, Suite B.
    Calabasas, CA 91302
    Attn: General Counsel

    If the disputed materials were posted by a third party identifiable through reasonable efforts, Solver will provide reasonable notice to the third party of the charge. If the third party responds with a valid counter-notification, Solver will provide you with a copy so that you may take any other steps you may consider appropriate.

    Copyright © 2012 Solver, Inc. All rights reserved.

    These Terms of Use are effective September 1, 2015.