Terms of Service
Date of Last Revision: March 6, 2024

This Terms of Service Agreement (the "Agreement") governs Your use of services on Shop Local, shoplocal.org, its sub domains (i.e. storename.myshoplocal.com), and domain masked sites provided by Solarek Studio (the "Site" or "Website") and any services made available to You by Solarek Studio, LLC (hereinafter, "Solarek Studio", "Shop Local, "Bridge", "We", "Us" or "Our") on or through the Site (the "Services"). For purposes of this Agreement, "You" means the person using the Site or the Services or, if You are using the Site or Services on behalf of Your company (or another entity), then "You" means Your company (or such other entity), its officers, members, agents, successors and assigns.

1. Acceptance.
   By using the Website or Services in any manner, you are bound by these Terms of Service, as well as the Incorporated Terms identified below (collectively, the "Terms"). If you do not agree to the Terms, then do not use the Website or Services. If you are accepting these Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.

   Solarek Studio is always looking for ways to improve the Site and the Services and, as a result, may amend this Agreement at any time by posting an amended Agreement on the Site. Any amended Agreement shall automatically be effective on the date that it is initially posted on the Site. By using the Site or the Services, You agree to be bound by the current form of this Agreement. It is Your responsibility to return to this Agreement from time to time to review the most current Agreement. Solarek Studio does not and will not assume any obligation to notify You of changes to this Agreement. The current Agreement will supersede any prior communications or agreement with respect to the Site or the Services, unless such agreement expressly states that it is not superseded by this Agreement.

   Contracting Entity. Solarek Studio, which owns and manages Shop Local and Bridge services, is the entity with which you are entering into these Terms. Solarek Studio, LLC, is a New York-based business governed by New York law.

2. Services Available on the Site.
   Users of the Site, who simply browse the Site ("Guests"), may be able to view products and information, make purchases, start a gift registry, request information and engage in certain services on the Site. Users of Shop Local, who enter into a separate Member User Agreement with Us ("Members"), may be able to (a) use Shop Local's systems and networks to create and customize an online store or catalog ("Store") that permits Members to post information about their products and offer such products for sale through the Store; (b) receive hosting services from Us, and (c) engage in certain other services on or the Site by Solarek Studio. The term "Users" refers to both Guests and Members.

   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.

   Except as expressly provided in a separate Member User Agreement between You and Solarek Studio, Solarek Studio reserves the right, for any reason, in its sole discretion, to terminate, change, upgrade, suspend or discontinue any aspect of the Site or the Services, including, but not limited to, content, features, hours of availability or equipment required for access. We may also impose limits on certain features of the Site or Services, or restrict Your access to part or all of the Site or Services without notice to You or penalty to Us.

3. Minimum Age.
   The Services and Website are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.

4. Security.
   You are responsible for maintaining the security of your Account Credentials and for all Services ordered, accessed, or otherwise used in connection with your Account Credentials and all actions taken in association therewith. You will not share your Account Credentials with any third party.

5. Use Restrictions.
   This is an agreement for Services, and you are not granted a license to any software by these Terms. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services ("Software"); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

6. Representations and Warranties.
   You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any IP Rights of any third party. Solarek Studio takes no responsibility and assumes no liability for any content provided by you or any third party.

7. Name and Marks.
   Solarek Studio shall have the non-exclusive right and license to use the names, trademarks, service marks, images and logos associated with your person, business, store, or gift registry to promote the Services.

8. Ownership, Proprietary Rights, and License.
   As between the parties, the Website and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of these materials (collectively, "Solarek Studio IP") are owned by Solarek Studio and/or its third party sponsors, partners, and suppliers. You have no right or license in or to the Solarek Studio IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.

   The Site, all the content (including, for example, audio, photographs, illustrations, graphics, video and software), code, data, works of authorship and materials on the Site, the look and feel, design and organization of the Site, and the compilation of the material on the Site (collectively, the "Content") are protected by U.S. and international copyright, trademark and other laws. Solarek Studio and its licensors own, solely and exclusively, all rights, title and interest in and to the Site, the Content, including, but not limited to, all intellectual property and proprietary rights in the Site and Content. Your use of the Site and/or the Content does not grant to You any ownership in or to the Content or Site.

   The trademarks, logos, service marks and trade names (collectively, the "Trademarks") displayed on the Site or in connection with the Content made available through the Site are registered and unregistered Trademarks of Solarek Studio and its licensors and may not be used except with written permission of the respective Trademark owner. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Solarek Studio or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Site or on or through any of the Site's services is strictly prohibited.

   Solarek Studio grants You a limited, revocable, nonexclusive, non-transferable, personal license to access, display and copy the Content for personal, non-commercial use only, subject to and conditioned on Your continued compliance with the terms and conditions in this Agreement. This license is granted solely to allow You to visit and display the Site and to use the Services as permitted by this Agreement. You agree not to remove, alter or obscure any proprietary notices provided in or with the Content. All rights not expressly granted in this Agreement are reserved.

9. Feedback.
   You may provide Solarek Studio with ideas, opinions, recommendations, feedback, or advice in connection with your use of the Services (collectively, "Feedback"). If you submit Feedback to Solarek Studio, you hereby grant Solarek Studio an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed; and (b) use, and permit others to use, Feedback in any manner and for any purpose (including, without limitation, commercial purposes) that Solarek Studio deems appropriate in its discretion (including, without limitation, incorporating Feedback, in whole or in part, into any technology, product or service).

10. User Accounts
    Users, who create an account on the Site, including Guests and Members, agree to the following terms and conditions with regard to their account:

    • To provide complete and accurate information to create Your account and to keep Your account information up-to-date.
    • To choose a user name and password for Your account. You understand that it is Your responsibility to choose a user name and password and to maintain the confidentiality of Your password. If You share Your password with anyone it may jeopardize the security of Your account. You agree to notify Solarek Studio promptly if You become aware that Your password or account has been used without Your consent. To do so, please contact us at [email protected].
    • That Solarek Studio may refuse to grant You, and that You may not use, a user name that belongs to or is already being used by another User or that is offensive, in Our sole discretion.
    • Not to impersonate any other person, thing or entity through Your user name.
    • Not to access anyone else's account without that person's permission.
    • Not to use the Site or Services if You are less than 18 years of age without the consent of Your parent or guardian, who agrees, on Your behalf, that You will comply with the terms and conditions of this Agreement.
    • That certain pages on the Site may be restricted to Users over the age of 18 and You agree not to access or attempt to access such pages if You are not over the age of 18.
    • Not to post or display any content that is not suitable for minors unless properly designated. That Solarek Studio may temporarily or permanently discontinue providing the Site or the Services at any time and that as a result You may be prevented from accessing the Site.
    • To be solely responsible for all activities that occur under Your account.
    • That any hardware and software required to use the Site or the Services is Your responsibility.

    Users, who create or administer an account on the Site for another person or entity, agree to the following terms and conditions with regard to the account:

    • You will abide by all of the terms and conditions provided above with respect to individual accounts.
    • You represent that You are properly authorized to represent the person or entity for which You initiate or administer an account.

    To the extent that You post or otherwise provide Solarek Studio with content, including photographs, audio, text, graphics or other works of authorship, on or through the Site or Your account, You grant to Solarek Studio a non-exclusive, fully paid up, royalty free, irrevocable, unlimited, worldwide license to reproduce, display, perform, use and create derivative works from such content, unless otherwise provided in the Member User Agreement.

11. Prohibited Uses
    You may use the Site and the Services only for lawful purposes. You may not transmit, post, store, distribute, display or present any information, software, data, file or material in violation of any applicable law or regulation. You may not use the Site or the Services to facilitate, or otherwise assist others in, the violation of any law or regulation.

    You are solely responsible for ensuring that materials transmitted, posted, stored, distributed, displayed or presented using the Site or the Services comply with this Agreement and all applicable laws and regulations. Solarek Studio does not review, edit, censor or take responsibility for any information that You, or other Users, may create, transmit, post, store, distribute, display or present using the Site or the Services.

    You may not use the Site or the Services to:

    • Post content or information that is obscene, hateful, threatening, defamatory, includes child pornography, or creates a risk to anyone's privacy or safety.
    • Promote, do or further any unlawful, misleading, discriminatory or malicious activity. Solicit personal information from anyone under 18 years of age.
    • Transmit unsolicited commercial messages (Spam), junk mail, pyramid schemes, chain letters or similar materials or information.
    • Upload or transmit viruses, worms or other malicious code.
    • Violate or infringe anyone's intellectual property rights, including copyrights, trademarks, patents and trade secrets. For instance, You may not use the Site or the Services to provide pirated or counterfeit works, information to circumvent copyright protection devices or links to such works or information or impermissibly use someone else's copyrighted work or trademarks.
    • Violate or infringe anyone's privacy or publicity rights, such as impersonating another person or entity or posting images of someone without their permission.
    • Forge or otherwise manipulate headers, tags or identifiers in order to disguise the origin of any message or transmittal that You send or receive on or through the Site or the Services.
    • Falsely express or imply that Solarek Studio sponsors, endorses or is otherwise affiliated with You or Your content.
    • Violate any law, statute, ordinance or regulation including export, intellectual property and privacy laws.
    • Interfere with, circumvent, disable or attempt to interfere with, circumvent or disable the Site or the Services, the proper working of the Site or the Services, security features of the Site or the Services, or the equipment connected to the Site or the Services.
    • Impose an unreasonable or disproportionately large load on the infrastructure of the Site or Solarek Studio's systems or networks.
    • Restrict or inhibit any other person from using the Site or the Services (including without limitation by hacking or defacing any portion of the Site).
    • Create a database by downloading and storing the Content or any part thereof without express permission from Solarek Studio.
    • Violate this Agreement or encourage or assist anyone else to violate this Agreement.

12. Indemnification.
    You will defend, indemnify, and hold Solarek Studio and its suppliers and affiliates, and the respective directors, officers, employees and agents of each, harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party (authorized, permitted or enabled by you) of the Services, except to the extent the foregoing directly result from Solarek Studio's own gross negligence or willful misconduct. Solarek Studio reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. This Indemnification Section will survive any termination or expiration or these Terms.

13. Arbitration Agreement and Class Action Waiver.
    Purpose. This Arbitration Agreement and Class Action Waiver ("Arbitration Agreement") facilitates the prompt and efficient resolution of any disputes that may arise between you and Solarek Studio. For the purpose of this Arbitration Agreement, "Solarek Studio" means Solarek Studio, LLC., a New York business, and each of its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. This Arbitration Agreement applies to these Terms and any other agreement you may have with Solarek Studio.

    Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial. You have the right to opt-out of this Arbitration Agreement (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

    Please read this Arbitration Agreement carefully. It provides that all disputes between you and Solarek Studio will be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney's fees, if otherwise authorized by applicable law).

    The term "Dispute" means any dispute, claim, or controversy between you and Solarek Studio regarding any aspect of your relationship with Solarek Studio, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced.

    WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

    Pre-Arbitration Dispute Resolution. For all Disputes you must first give Solarek Studio an opportunity to resolve the Dispute. You must commence this process by mailing written notification to:

    Legal Department
    Solarek Studio, LLC
    339 East 9th St.
    Suite B
    New York, NY 10003
    

    That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If Solarek Studio does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

14. Term; Termination Term
    Term. The Services will be provided to you for the duration of your Services subscription or Order Form, unless earlier cancelled by you or terminated by Solarek Studio. You may cancel your Services subscription at any time unless otherwise stated due to a stipulation pertaining to being a Member. Please see the Member User Agreement for terms for terminating Member status. These Terms will automatically terminate upon the cancellation of all of your Services subscriptions. Solarek Studio may terminate these Terms or your Services subscription(s) at any time, with or without cause, upon written notice. Solarek Studio will have no liability to you or any third party because of such termination. Termination of these Terms will terminate all of your Services subscriptions.

15. Liability
    15.1 Limitations of Liability.
    A. Excluded Damages and Theories. Solarek Studio AND ITS SUPPLIERS AND AFFILIATES ASSUME NO RESPONSIBILITY WITH RESPECT TO YOUR OR YOUR USER'S USE OF THE WEBSITE, SOFTWARE, OR SERVICES AND WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Solarek Studio IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

    B. Aggregate Liability. Solarek Studio AND ITS SUPPLIERS AND AFFILIATES WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY Solarek Studio FROM YOU FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE.

    C. Multiple Claims; Time Limits. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, SOFTWARE, OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CLAIM AND CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

    D. Jurisdictions; Limitations. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIABILITY OF Solarek Studio AND ITS SUPPLIERS AND AFFILIATES FOR SUCH DAMAGES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS LIMITATIONS OF LIABILITY SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS.

    15.2 Disclaimers
    A. General. YOUR USE OF THE WEBSITE, SOFTWARE, AND SERVICES WILL BE AT YOUR OWN RISK AND ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". Solarek Studio AND ITS SUPPLIERS AND AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    B. Specific. Solarek Studio MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (i) THE ABILITY OF THE WEBSITE, SERVICES, OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (ii) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE WEBSITE, SERVICES, OR SOFTWARE, (iii) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY LINKED SITES (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE), AND/OR (iv) THIRD-PARTY PRODUCTS, AND Solarek Studio ASSUMES NO LIABILITY OR RESPONSIBILITY THEREWITH.

    C. Third-Party Products. THE REFERENCE TO, OR AVAILABILITY OF, THIRD-PARTY PRODUCTS IN CONNECTION WITH THE SERVICES OR WEBSITE DOES NOT CONSTITUTE, AND WILL NOT BE CONSTRUED AS CONSTITUTING, AN ENDORSEMENT, AUTHORIZATION, SPONSORSHIP, OR AFFILIATION BY OR WITH Solarek Studio WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS.

    D. Legal, Tax, Financial, Other Communications. NO ORAL OR WRITTEN INFORMATION OR ADVICE OR COMMUNICATIONS PROVIDED BY Solarek Studio OR ANY OF ITS EMPLOYEES WILL CONSTITUTE PERSONAL, LEGAL, TAX OR FINANCIAL ADVICE OR CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND.

    E. Jurisdictions; Limitations. THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, Solarek Studio'S WARRANTIES, CONDITIONS AND REPRESENTATIONS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

    15.3 Confidentiality.
    A. Definition. "Confidential Information" means the business, technical and financial information disclosed to one party (the "Receiving Party") by the other party (the "Disclosing Party") pursuant to these Terms and includes all information marked by the Disclosing Party as confidential and any other information, whether written or oral, that the Receiving Party should reasonably understand is confidential to the Disclosing Party.

    B.Obligations. The Receiving Party will: (i) hold the Confidential Information of the Disclosing Party in trust and confidence and not disclose or release the Confidential Information to any third party except as provided herein; and (ii) not use the Confidential Information for any purpose except for the purposes described in these Terms. The disclosure of Confidential Information pursuant to these Terms is not intended in any way to transfer or grant any right, title or interest in or to such Confidential Information to the Receiving Party unless otherwise expressly indicated by the Disclosing Party in writing.

    C. Standard of Care. The standard of care imposed on each party pursuant to this Section will be the same degree of care as it uses to avoid the unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than a commercially reasonable degree of care.

    D. Limitation. Each party will disclose the Confidential Information of the other party only to those of its employees, consultants and contractors ("Personnel") who have agreed, either as a condition of employment, representation or in a written agreement, to be bound by terms and conditions substantially as protective as the confidentiality terms and conditions applicable to the Receiving Party under this Section.

    E. Exclusions. Confidential Information excludes information that is (i) rightfully in the Receiving Party's possession without obligation of confidentiality prior to receipt from the Disclosing Party, (i a matter of public knowledge through no fault of the Receiving Party, (iii) rightfully furnished to the Receiving Party by a third party without restriction on disclosure or use; or (iv) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

    F. Requests for Confidential Information. A Receiving Party may disclose Confidential Information pursuant to a valid court order or order of an authorized government agency, provided that (if not legally prohibited) the Receiving Party has given the Disclosing Party prompt notice so that the Disclosing Party will have an opportunity to defend, limit or protect against such disclosure and the Receiving Party limits such disclosure to only that Confidential Information subject to the applicable order.

    G. Survival. The terms of this Section will survive for as long as the Confidential Information remains confidential.

16. Force Majeure.
    Solarek Studio will have no liability to you, your users, or any third party for any failure by Solarek Studio to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Solarek Studio, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.

Version 1.2 (March 2024)