TERMS AND CONDITIONS

Updated July 5th, 2022

Solydaria, Inc. (“Solydaria” or “we”) offer the SOLYD Platform (“SOLYD Platform”) which is a cooperative cashback platform for merchants and shoppers, that allows merchants to offer shoppers promotions through games designed by merchants (each a “SOLYD Promotion Game” or “Game”), and that allows  shoppers to earn cashback in cash through their Venmo account, or in Bitcoin, on purchases that are part of a Merchant’s active SOLYD Promotion Game completed through our websites, applications (including our Shopify application) and other related properties (collectively, the “Solydaria Properties”) subject to these terms and conditions ( “Agreement”). This Agreement constitutes a legally binding agreement between Solydaria and each merchant (“Merchant”) and shopper (“Shopper”) who uses the SOLYD Platform to run or participate in a SOLYD Promotion Game, as well as any party who otherwise uses any one of the Solydaria Properties (“User” or “you”). Solydaria is not a party to any other agreement or transaction between Merchant and Shopper.

By using the SOLYD Platform or using any Solydaria Property, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms, including the arbitration clause and class action waiver described in Section 20 below to resolve any disputes with Solydaria. Solydaria may modify this Agreement from time to time, with or without notice, and your continued use of the SOLYD Platform or Solydaria Property after such modification shall be deemed to be your acceptance of any such modification. If you do not agree to any modification of this Agreement, you must immediately cease use of the SOLYD Platform and all Solydaria Properties, and will forfeit all right and claim to all Cashback (whether denoted by Solydaria in Bitcoin, U.S. dollars or other terms) corresponding to your Account.

1. SOLYD Platform

Solydaria’s technology stores all data cryptographically in user wallets and smart contracts hosted on a private blockchain network that is used exclusively by Solydaria (“Network”).  This Network is operated by a third party, Skale Labs, Inc., https://skale.network/.  You acknowledge and agree that Solydaria does not control, is not responsible for, and makes no warranties or representations concerning the operation, security, accessibility or any other aspect of Skale Labs Inc. or its affiliates, or any other third party with whose services the SOLYD Platform may interact, including without limitation Shopify, PayPal, CashApp, Venmo, and credit card issuers.

Use of the SOLYD Platform or any Solydaria Properties by Merchants is subject to compliance by Merchants with the Merchant Terms and Conditions described in Section 2 below (the “Merchant Terms”) and the other terms of this Agreement.Use of the SOLYD Platform or any Solydaria Properties by Shoppers is subject to compliance by Shoppers with the Shopper Terms and Conditions described in Section 3 below (the “Shopper Terms”) and the other terms of this Agreement.

2. Merchant Terms and Conditions

Merchant may use the SOLYD Platform to run a SOLYD Promotion Game only by means of Solydaria’s Shopify App or other Solydaria Properties (collectively, “SOLYD Shopify App”).  Use of the SOLYD Shopify App is subject to compliance by the Merchant with Shopify’s terms of service, https://www.shopify.com/legal/terms. Merchant may download the SOLYD Shopify App through the Shopify App Store [INSERT LINK]. Merchant acknowledge and agrees that it must maintain its own active Shopify account and one or more valid credit cards in order to make use of SOLYD Platform.

Merchant agrees to design the rules of each SOLYD Promotion Game by specifying at least the following mandatory information for each Game: the initial discount amount offered to Shoppers, the discount tiers offered to Shoppers, the maximum number of product units or maximum dollar amount subject to sale during the Game, and the duration of the Game; together with such additional information as Merchant may deem appropriate for each Game. Merchant is solely responsible for creating, enforcing and complying with the rules of each Game they run, and Merchant hereby agrees that Solydaria shall not be liable in connection therewith. Merchant hereby indemnifies Solydaria, as well as its officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to the rules of any SOLYD Promotion Game created by Merchant, including without limitation Merchant’s failure to comply with such rules. You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim arising therefrom. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

Merchant agrees to permit the SOLYD Shopify App to access the information available through Merchant’s Shopify App as necessary to implement the Game, including without limitation Merchant’s products and collections data (which may include without limitation product descriptions, prices, and quantities) in connection with (i) storewide promotions, (ii) single collection promotions, or (iii) single product promotions

Merchant agrees make an in-app purchase of one (1) Solydaria-issued credit (a “SOLYD Game Credit” or “Credit”), or such other number of Credits as Solydaria may require, before launching each SOLYD Promotion Game designed and run by Merchant. The rules of a Game may not be altered in any way after Merchant has purchased the required Credit(s) for that Game.

For each SOLYD Promotional Game it runs, and prior to any Shopper gaining access to that Game, Merchant agrees to preauthorize the Merchant’s credit card for the maximum amount of potential cashback or other incentive  payable to Shoppers under the rules of that Game (“Potential Cashback”), which amount shall be calculated on the basis of the full purchase price paid by Shoppers under the Game, less taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations, and extended warranties, if any. Merchant agrees that its preauthorization shall also include an additional ten percent (10%) of the Potential Cashback, which is the fee Merchant agrees to pay Solydaria in connection with that Game (“Fee”).  If Merchant’s credit card is not valid or its credit limit on that card is insufficient to make full payment to Shoppers at the completion or termination of a Game, Merchant agrees that it remains liable for all payments due under that Game, including the Fee.

Merchant agrees that it shall transmit every Shopper order that is processed in that Merchant’s online store during an active SOLYD Promotion Game to Solydaria’s API by means of webhook through the SOLYD Shopify App, together with all accompanying metadata including without limitation the Shopper’s order number, items ordered, Shopper contact information, Shopper billing and shipping address, and the last 4 digits of Shopper’s credit card.

Solydaria agrees that it will, within a reasonable time after receipt of the above information from Merchant, (a) mint a non-fungible token (“NFT”) on the Network reflecting the data relating to the Shopper’s purchase (including without limitation the item, cost, store origin, date and time); (b) transmit this NFT into the wallet of the Shopper; and (c) incorporate the Shopper’s wallet address and purchase amount into the ledger inside the smart contract governing the Game.

Solydaria and Merchant agree that Merchant may terminate any SOLYD Promotion Game at any time, and Solydaria agrees that within a reasonable time after receiving notice of such termination from Merchant it will (a) provide payment to Shoppers who have qualified for such payment under the rules of that Game; and (b) notify Merchant and all participating Shoppers of such termination.

Merchant agrees that all sales made in connection with any SOLYD Promotion Game are final sales, and Merchant shall have sole discretion to provide refunds or returns to Shoppers.

Solydaria agrees to provide Merchant with periodic cashout reports setting forth the amount of payments made to Shoppers under Merchant’s Games, with the payment to each Shopper identified by the Merchant’s order number for that Shopper.

3. Shopper Terms and Conditions

Shopper agrees that they may use the SOLYD Platform solely for their personal, non-commercial use, and that their right to receive payment under any SOLYD Promotional Game is not transferrable.

Shopper agrees that they may only interact with the SOLYD Platform by means of text, email, web app or other technology specifically authorized by Solydaria for that purpose, and that Shopper must have a valid credit card, access to the Shopify platform, and either an active Venmo account linked to their phone number or an active wallet for receiving Bitcoin payments.

Each Shopper agrees that when it makes a purchase in a Shopify store of a product that is part of a Merchant’s active SOLYD Promotion Game, such Shopper may become eligible to receive cash back under the terms of this Agreement (“Cashback”).

Shopper agrees that after its purchase of a product or service subject to a Merchant’s SOLYD Promotion Game Shopper authorizes Merchant to transmit metadata for such purchase to Solydaria’s API , including without limjtiation including without limitation the Shopper’s order number, items ordered, Shopper contact information, Shopper billing and shipping address, and the last 4 digits of Shopper’s credit card.

Shopper agrees to accept the terms of this Agreement, and to permit and authorize Solydaria to (a) create a digital currency wallet for Shopper, (b) mint an identifying token incorporating  Shopper’s phone number or email address and preferred of receiving Cashback (e.g. phone number,for Paypal/Venmo, Bitcoin wallet address for wallet service), and (c) create an NFT reflecting the above information and deposit into the Shopper’s wallet, all for the purpose of allowing Shopper to participate in the Game.

The NFT generated hereunder is Shopper’s private property, and Solydaria has no right to access such NFT other than read-only access as necessary to facilitate the payment of Cashback and to investigate fraud.

After Shopper makes a purchase that is subject to a Merchant’s Game, Solydaria agrees to notify Shopper by text or email letting them know that their order has been registered in the Game, and to provide a link or instructions to a tote board that will allow shoppers to track the status of the Game  Solydaria agrees to communicate with Shopper again when the Game has been completed or withdrawn by the Merchant, to notify Shopper of how much Cashback they are due.  Cashback will only be paid to Shopper upon such completion or withdrawal of the Game.

Solydaria provides two methods of paying Cashback from Merchant to Shopper, as follows:

Cashout Modality 1 -- Paypal/Venmo

If Shopper selects Paypal/Venmo as their preferred method of receiving Cashback, Solydaria agrees to authorize PayPal to credit Shopper’s Venmo account to the phone number provided by Shopper.  If Shopper has provided only an email address, Solydaria agrees to provide Shopper with instructions how to link their phone number to our service.  In each case, Shopper’s phone number must be associated with an active Venmo account.

If Shopper’s phone number is not associated with an active Venmo account, Solydaia agrees to provide instructions to Shopper for creating a Venmo account for Shopper’s phone number. Solydaria agrees to maintain Shopper’s credit for Cashback for thirty (30) days following Solydaria’s initial authorization to PayPal, in order to allow Shopper time to establish a Venmo account.  If Shopper fails to establish such an account within the thirty-day period, Shopper agrees that Solydaria may cancel’s the Shopper’s credit for Cashback in that Game.
 
If a Shopper selects Paypal/Venmo as their preferred payment method, then Shopper agrees to comply with Venmo’s user agreement https://venmo.com/legal/us-user-agreement/ in connection with such payments.

Cashout Modality 2 – Cash App/Bitcoin Wallet

If Shopper selects Cash App/Bitcoin Wallet as their preferred method for receiving Cashback payments, Solydaria agrees that within a reasonable time after completion or withdrawal of a SOLYD Promotion Game in which the Shopper is due to receive Cashback, Solydaria will send blockchain instructions to debit Solydaria’s Bitcoin wallet, and credit Shopper’s Bitcoin wallet. It is the sole responsibility of Shopper to provide Solydaria with the correct wallet address, and any losses that result from an incorrect wallet address, or any failure of Shopper’s wallet, are solely the responsibility of Shopper. Solydaria reserves the right, with respect to any Cashback payment, to delay payment of the Cashback amount for such time as may reasonably be required equired to verify that the Shopper’s credit card used to pay for the purchase generating the Cashback was not fraudulent.

Shopper acknowledges and agrees that the conversion rate of Bitcoin to and from U.S. dollars is a floating rate, and Solydaria may use a third-party rate quote service to convert Cashback based on a U.S. dollar-denominated purchase to Bitcoin.  The conversion from U.S. dollars to Bitcoin takes place at the time Solydaria sends blockchain instructions for the Cashback payment to Shopper’s wallet.

If Shopper selects Cash App/Bitcoin Wallet as their preferred method for receiving Cashback payments, Shopper agrees to comply with Cash App’s user agreement. https://cash.app/legal/us/en-us/tos in connection with such payments.

CASHBACK EXCLUSIONS

Shopper acknowledges and agrees that all Cashback amounts will be calculated as a percentage of the Shopper’s net purchase amount under the rules of the applicable SOLYD Promotion Game, which excludes taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations, and extended warranties. Solydaria uses reasonable efforts to maintain a current list of exclusions, which can be found at this link [INSERT LINK]  Shopper acknowledges and agrees that the list of exclusions is subject to change without notice, and Solydaria hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions.

4. Privacy Policy

Any and all information collected from any Merchant, Shopper or other user of the Solydaria Properties shall be subject to our Privacy Policy, a copy of which is located at: www.solyd.xyz/privacy and which is hereby incorporated by reference (the “Privacy Policy”). 

5. SOLYD Platform License

Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the SOLYD Platform and the Solydaria Properties solely as provided in this Agreement. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement. Solydaria reserves the right to change, upgrade, or discontinue the SOLYD Platform and any Solydaria Property or any feature of the SOLYD Platform or the Solydaria Properties, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by Solydaria or its licensors.

6. SOLYD Platform Restrictions

You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Solydaria Properties; (ii) introduce into the Solydaria Properties any code intended to disrupt the SOLYD Platform; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Solydaria Properties ( collectively, “Content”); (iv) access the Program or the Solydaria Properties by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Solydaria; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Solydaria Property for any reason; (vii) rent, sell or sublicense any of the Solydaria Properties; (viii) provide any unauthorized third party with access to the SOLYD Platform; (ix) access confidential Content through the Solydaria Properties; (x) interfere with the operation of the SOLYD Platform, including, but not limited to, by distribution of unsolicited advertising or mail messages and propagation of computer worms, digital ledger technology “mining” programs or similar, and viruses; (xi) post any material in any form whatsoever on the Solydaria Properties or within the SOLYD Platform that is disparaging to Solydaria or its agents, is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the SOLYD Platform or the Solydaria Properties; (xiii) engage in any activity that does not comply with applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the SOLYD Platform.

7. Ownership

All right, title, and interest in the SOLYD Platform, the Solydaria Properties, and the Content belong to Solydaria or its licensors. Additionally, Solydaria shall maintain all right, title, and interest in “Solydaria,” “SOLYD”, the Solydaria logo, the SOLYD logo, and any other marks, service marks, trademarks, or logos used by Solydaria (“Solydaria Marks”) whether or not such Solydaria Marks are registered in the U.S. or any other country. The Solydaria Marks may not be used in connection with any product or service in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Solydaria. You agree that you shall not by any means bid on any keywords with any search engine containing “Solydaria,” “SOLYD” or anything substantially similar to “Solydaria”, “SOLYD” or any other Solydaria Mark including, without limitation solydaria.co or solyd.xyz. You shall not mention or use Solydaria in any ad text, extensions or banner ads without the express written consent of Solydaria. All other trademarks not owned by Solydaria that are used in or on the Solydaria Properties are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Solydaria.

8. Indemnification

You hereby release, acquit, hold harmless, forever discharge, and agree to indemnify Solydaria, as well as its officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials or information in any form whatsoever that are provided by you (or through your username and/or password) to Solydaria. You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim arising therefrom. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

9. Warranty Disclaimer

THE SOLYD PLATFORM, CONTENT, AND THE SOLYDARIA PROPERTIES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE SOLYD PLATFORM, CONTENT, OR THE SOLYDARIA PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE SOLYD PLATFORM. SOLYDARIA DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SOLYDARIA PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

10. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOLYDARIA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLYDARIA’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS ($50).

11. Termination or Suspension

This Agreement is effective when accepted by you and will remain in effect until you or we terminate your access to the SOLYD Platform. We may terminate this Agreement and your use of or access to the SOLYD Platform at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the SOLYD Platform may result in cancellation of your access to the SOLYD Platform. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the SOLYD Platform or any functionality, feature or other component of any Solydaria Property. You agree that Solydaria will not be liable to you or to any third party for any modification, suspension, or termination of the SOLYD Platform or your access to any of the Solydaria Properties. If you are dissatisfied with any aspect of the SOLYD Platform at any time, your sole and exclusive remedy is to cease using the SOLYD Platform. Termination will not prejudice either your or our remedies at law or in equity.

12. Governing Law & Arbitration

The validity, construction, and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of New York in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law.

You agree that any dispute, claim or controversy arising out of or in connection with Solydaria’s business or this Agreement or relating in any way to the SOLYD Platform or the Solydaria Properties shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this Agreement to arbitrate, and any such arbitration hearing shall be heard in New York City.

Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts.

You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Solydaria, and Solydaria waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Solydaria can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Solydaria further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void.

You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. If you prevail in arbitration and your claim is for less than $10,000, Solydaria will reimburse you for filing fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator.

13. Assignment

You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.

14. Headings

Headings under this Agreement intended only for convenience and shall not affect the interpretation of this Agreement.

15. No Waiver; Severability

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

16. Entire Agreement

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral ( including without limitation, earlier versions of this Agreement that may have been accepted by you) . We reserve the right to modify this Agreement at any time. Your non-termination and continued use of the SOLYD Platform or use of any Solydaria Property after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof.