SHIPPING PROTECTION - TERMS AND CONDITIONS
YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. If you accept or agree to these Terms and Conditions of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and Conditions of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity in addition to you.
Terms and Conditions of Use
Effective Date: 10/23/2020
The purpose of this terms of use agreement (“Terms of Use”) is to set forth the terms and conditions under which Solaris Japan shipping protection and/or its affiliated companies (collectively, “Solaris Japan”, “we”, “us” or “our”), make our Internet website (“Site”) and related software-as-a-service platform (“Platform”), as well as any products and services made available thereon, including but not limited to our shipping insurance policies and services (the “shipping protection Policy”)(collectively, the Site, Platform, shipping protection Policy, and other products and services made available through the Site and Platform, the “Services”) and the content and materials available on the Services (the “Content”) available to merchants (“you” or “your”) and the conditions under which such merchants may have access to and use such Services and Content.
Please read these Terms of Use carefully before using our Services or Content.
By accessing or using the Site and/or Services, clicking on a button or taking any other action to signify your acceptance of these Terms of Use, or completing our account registration process, you: (1) agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time through the Site; and (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Solaris Japan.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” These Terms of Use include the provisions in this document, as well as those in the Solaris Japan Privacy Policy.
Solaris Japan may modify these Terms of Use at any time from time to time without prior notice and such modification shall be effective: (1) for Users who first use the Site affected by such modification after the posting, upon posting by Solaris Japan on the Website or (2) for existing Users, ten (10) days after posting by Solaris Japan on the Website. If you do not agree to the modification, you must cease your use of the Website immediately and your only recourse is to cease using the Services.
See our current Privacy Policy for information and notices regarding our collection and use of personal information.
Use of Services and Content
Solaris Japan makes available to you services designed to enhance your e-commerce experience. Our shipping protection is built as an add-on to your order, offering a value-added service. Through our shipping protection, you will be able to file a notice of loss, damage, or theft. Upon an election to protect their shipments under the shipping protection Policy, you will be able to file such notices of damage, loss, or theft with Solaris Japan.
Except as otherwise indicated, our Services and Content, and all rights thereto, are the property of Solaris Japan and are protected under copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. Solaris Japan and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Solaris Japan and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Any future release, update, or other addition to the Services and/or Content shall be subject to these Terms of Use. Solaris Japan, its suppliers, and its service providers reserve all rights not granted in Terms of Use.
Restrictions on Use of the Services
Except as authorized herein or with our prior written approval, you are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties any of our Services or any of the Content for any purpose. Systematic retrieval of data from any of our Services or the Content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that you will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included on any of our Services or in the Content. Any attempt to do so is a violation of our rights, and if you breach this restriction, you may be subject to prosecution and damages. Finally, you are strictly prohibited from accessing and/or using the Services or any Content to develop, or have a third party develop, a product or service that is similar or competitive to the Services, including but not limited to any product or service that offers or makes available shipping insurance to its customers.
Insurance
The shipping protection Policy extends coverage to shipments where the transportation is trackable through the shipping carrier. This offer is not intended to provide insurance to you directly, and you are neither an insured nor an additional insured under shipping protection Policy. Your election to add packages to the shipping protection Policy is entirely optional. You have the option of obtaining protection from an alternative source or not at all.
The shipping protection Policy provides shipping insurance for your online purchases that are lost or damaged while in transit or “porch pirated” (“porch pirated” meaning the carrier reports the status as “delivered” but the parcel has been stolen from the delivery address and a police report has been filed).
Solaris Japan reserves the right to change pricing at any time. If you opt in to the shipping protection Policy, this charge will appear to review and verify at checkout.
The shipping protection Policy does not cover the following without a specific written amendment from Solaris Japan: single orders exceeding ¥200,000 JPY in value. All fees paid for the Services are non-refundable and non-transferable except as may be expressly provided in these Terms.
Claims for packages marked “delivered” yet not received and where there is no evidence of “porch piracy” must be made no longer than 7 days after “delivery date” to ensure it was not mis-delivered or easily found around the premises.”
Claims for packages presumed to be lost (where the status is not “delivered”) must be filed after 15 days and within 90 days from the last checkpoint.
Claims for packages delivered damaged must be filed within 7 days of the marked “delivery date” of the carrier’s tracking.
Intellectual Property
We own and retain all right, title, and interest in and our Services (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms of Use. We do not grant you any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information (collectively “Confidential Information”).
You retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by you to Solaris Japan in connection with its use our Services and (b) reports and other materials generated by our Services following such transmission (collectively, “Member Data”), provided, however, that you hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of your use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing you with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding your use of our Services compiled by us.
Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Solaris Japan in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the Service and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them.
You shall retain all right, title and interest in and to all of your logos, promotional graphics and related marketing designs (collectively, the “Member Art”), provided, however, that you hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use the Member Art, as well as your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing our products and services to third parties.
Indemnification
You agree to indemnify and hold Solaris Japan, its affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Solaris Japan Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your misuse of the Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations. Solaris Japan reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Solaris Japan in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
Disclaimer of Warranty
YOUR USE OF ANY OF OUR SERVICES AND ANY OF THE CONTENT, INCLUDING BUT NOT LIMITED TO SERVICES, POLICY INFORMATION, OR REFERENCES TO OTHER WEBSITES, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SERVICES AND THE CONTENT. OUR SERVICES AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES OR ANY OF THE CONTENT, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SERVICES OR CONTENT. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SERVICES OR ANY OF THE CONTENT, OR YOUR RELIANCE ON SUCH SERVICES AND/OR CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH SUCH SERVICES AND/OR CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL SOLARIS JAPAN BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO SOLARIS JAPAN BY YOU DURING THE TEN-DAY PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SOLARIS JAPAN FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SOLARIS JAPAN’S PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SOLARIS JAPAN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LAW IN CERTAIN STATES MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Termination
At its sole discretion, Solaris Japan may modify or discontinue the Services, or may modify, suspend, or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Solaris Japan will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to you if we have suspended or terminated your permission to use the Services. In addition to suspending or terminating your access to the Services, Solaris Japan reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Solaris Japan for any purchases will remain due.
International Users
Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Solaris Japan intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by Solaris Japan from its facilities in Japan. Solaris Japan makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
Dispute Resolution
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Solaris Japan and limits the manner in which you can seek relief from us.
You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services (including any shipping protection Policy), or to any aspect of your relationship with Solaris Japan, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Solaris Japan may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH SOLARIS JAPAN, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST SOLARIS JAPAN ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST SOLARIS JAPAN IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
Arbitration Rules and Forum
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our office. Solaris Japan will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Solaris Japan. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
YOU AND SOLARIS JAPAN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Solaris Japan are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in this section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in the Exclusive Venue section below.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Ballard Spahr, 201 South Main Street, Suite 800, Salt Lake City, Utah 84111, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Miscellaneous
The communications between you and Solaris Japan use electronic means, whether you visit Services or send Solaris Japan e-mails, or whether Solaris Japan posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Solaris Japan in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Solaris Japan provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Solaris Japan’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Solaris Japan shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Solaris Japan agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in Salt Lake City, Utah or federal courts located in the District of Utah.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Where Solaris Japan requires that you provide an e-mail address, you are responsible for providing Solaris Japan with your most current e-mail address. In the event that the last e-mail address you provided to Solaris Japan is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Solaris Japan’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
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 portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
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