Welcome to Solvᵀᴹ
, provided by Concentrix Europe Ltd (or the “Company”
“our”, or “us”). Solv’s platform and services allows our client companies to build networks
of solver contributors (“Solvers”) who respond and answer questions for client customers.
is an agreement between the Company and each of
you as a Solver (“Solver”)
. The Terms govern your access to and use of the Solvᵀᴹplatform,
the tools made available to you to interact with the platform, software, mobile apps, and services
), Company’s provision of the Solver Platform is referred to as
. Solvers may use the Solvᵀᴹ Platform and Services to perform tasks and other work,
responding and answering customer questions (“Solver Tasks”) on behalf of clients of the
). Solvers may use the Solvᵀᴹ Platform and Services to perform tasks and
other work, responding and answering customer questions (“Solver Tasks”) on behalf of Clients.
Any answers to customer questions and other information you author or create in the course of
your performance of Solver Tasks on behalf of a Client is referred to as “Solver Content”
Solvers provide work solely as Independent Contractor
and are in no way employees of the
Company or any of the Clients or Customers which they service. In order for you to obtain access
is incorporated into the Terms. These Terms do not bind Clients or any Client Customers. Your
relationship with the Company is limited solely to the terms contained in this Agreement and
may require you to agree to separate terms and conditions as required by each Client.
BY ACCESSING OR USING ANY ASPECT OF OUR SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS,
IF YOU DO NOT AGREE TO ALL OUR TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
BY ENTERING AND EXECUTING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE
REVIEWED ALL TERMS AND HAVE TAKEN TIME TO UNDERSTAND THE TERMS AND CONDITIONS.
1. Platform, Services and Solvers
. The Solver Platform allows third party Clients to build a network of
Solvers, who can earn money as a result of successfully answering questions and/or providing
information to customers of the applicable Client.
. To apply to become a Solver,
you must be at least 18 years of age, capable of entering into legally binding contracts,
and register for a (“Solvᵀᴹ Account”) by providing certain information about
yourself (“Registration Information”
and incorporated into these Terms. By registering for a Solvᵀᴹ Account, you fully authorize us
and/or our Third Party Providers to verify all Registration Information. Solvᵀᴹ or Clients may
impose additional requirements on you and your eligibility (“Supplemental Terms”
You will be given an opportunity to review and consent to any applicable Supplemental Terms.
1.3. Solver Qualification and Responsibilities
. Once your Solvᵀᴹ Account and Registration
Information are verified (if required), you are eligible to take applicable tests which may include,
but are not limited to, skills and language tests, to determine your qualifications, skills and
expertise and to be routed to a specific client or clients in order for them to engage you as
independent contractors to perform Solver Tasks on behalf of Clients. You represent and warrant
that: (a) your Solvᵀᴹ Account and Registration Information are truthful and accurate; (b) you will
maintain the accuracy and completeness of such information; and (c) your use of the Services and
performance of Solver Tasks does not violate any applicable law or these Terms. You may delete your
Solvᵀᴹ Account at any time and for any reason, by following the instructions provided in the Services.
We reserve, at all times, the right to accept or reject your application for a Solvᵀᴹ Account, as well
as your initial and ongoing participation in the Services. You are responsible for maintaining the
confidentiality of your Solvᵀᴹ Account login information and any 3rd Party login in (where required) and
are fully responsible for all activities that occur under your Account. You must notify Solvᵀᴹ immediately
if you suspect that your Account has been compromised, your account information stolen or used by someone
else or any other breach or suspected breach of security.
1.4. Conduct, Confidentiality and Data Protection
. You shall maintain a high level of professionalism,
including complying with your conduct and confidentiality responsibilities, as referenced in the sections on
Conduct and Confidential Information below. For privacy, data protection and security purposes, you also
agree to comply with additional duties and safeguards concerning protection of Confidential Information
that may be provided to you by Solvᵀᴹ. You specifically agree that you may not copy, use or store Confidential
Information. We may suspend or limit your rights to use the Services at any time for any reason at our sole
discretion, including any use of the Services in violation of these Terms.
1.5. Independent Solver
. As a Solver, you will provide services as an independent contractor and
in no way shall you be considered an employee of the Company or any clients for whom you provide services.
You are solely responsible for your performance of Solver Tasks and activity related to the Services,
including any equipment, devices and connectivity you require to perform said Services. The Services help
to optimize the routing and resolution of tasks to perform Solver Tasks, but Solvᵀᴹ does not assume
responsibility for any Solver Content or for actions by any independent third-parties, including but not
limited to Solver, Clients, or Clients’ Customers.
2. Licenses, Restrictions and Disclaimers.
Subject to these Terms, we grant you a non-transferable, non-exclusive license to
access and use the Solv Platform and receive the Services for the purpose of viewing Client requests
for and performance of Solver Tasks.
You will not: (a) license, sublicense, sell, rent, lease, transfer, assign,
distribute, host, or otherwise commercially exploit the Services, the Solver Platform or technology
thereunder; (b) modify, copy, distribute, make derivative works of, disassemble, reverse compile or
reverse engineer any part of the Services, the Solver Platform or related technology; or (c) access
the Services in order to build a similar or competitive service or technology; or (d) share any of
your passwords, access protocols or other methods of accessing the Services.
We reserve the right, at any time, to modify, suspend, or discontinue the Services,
or any part thereof with or without notice. You agree that we will not be liable to you or to any third party
for any modification, suspension, or discontinuance of the Services or any part thereof.
You acknowledge that all the intellectual property rights in the Services and the Solv
Platform are owned by us, our licensors and Third Party Providers (as defined below). The provision of the Services
does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights.
We and our licensors reserve all rights not granted in these Terms. Without limiting the generality of the
foregoing, all trademarks, logos and service marks (“Marks“)
displayed on the Services and the Solver
Platform are our property or the property of other third party licensors. You are not permitted to use these
Marks without our prior written consent or the consent of such third party licensors and Third Party
Providers which own the relevant Marks.
2.5. Third Party Providers.
Certain features of the Services may be operated by Third
Party Providers (“Third Party Providers”)
. To use the features of Third Party Providers,
you may be required to create an account with, or otherwise login to, the applicable Third Party Provider.
Any information provided through a Third Party Provider feature is collected by the applicable Third
That information may be shared with Solvᵀᴹ; and you hereby consent to the Third Party Provider sharing
that information with Solvᵀᴹ.
2.6. Not Part of the Services.
The Services may be made available through independent Client websites,
help desks, and other online properties and digital customer service channels. Our Clients are responsible
for these independent properties and configuration of Solvᵀᴹ technology that offers requests to perform
Solver Tasks. None of the activities of Solvers, Customers, or the performance of any Solver Tasks is provided
by Solvᵀᴹ, or the responsibility of Solvᵀᴹ.
You are solely responsible for your Solver Content and any activity related to
Solver Content or use of the Services for the purpose of providing Solver Content. You assume all
risks associated with provision of Solver Content and activity related to providing Solver Content,
including any reliance on its accuracy, completeness, or usefulness by others. The Company
acknowledges that you may assign any and all rights and interests you may have in or to Solver
Content to a Client that engages you to author and/or create the applicable Solver Content.
Any rights or interests you may have in or to Solver Content are limited to answers and information
that you author or create on behalf of a Client. Solver Content does not include the Solvᵀᴹ Platform,
the Services or any intellectual property rights in or to the Solver Platform and Services, including,
without limitation, any answers or information authored or created by other Solvers that may be retained
in, on or with the Solver Platform and Services.
4.1. Acceptable Use Policy.
The following sets forth our “Acceptable Use
for your use of the platform: You understand that content provided by any user,
including Solver Content or other content, whether publicly posted or privately transmitted,
is the sole responsibility of the person who created the respective content. This means that you,
and not we, are entirely responsible for content that you upload, post, email, transmit or otherwise
make available via the Services, including any task you view or complete. Specifically, you must
not use the Services to:
- upload, post, email, transmit, or otherwise make available Solver Content or other content that is unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of
another’s privacy, hateful, objectionable, or infringing of any patent, trademark, trade secret, copyright
or other proprietary or third party rights;
- upload, post, email, transmit or otherwise communicate or post Solver Content or other content that is disparaging
of any Client’s or the Company’s products, services, brands, policies, operations, staff or the like. upload,
post, email, transmit, or otherwise make available any Solver Content or other content that you do not have
a right to make available under any law or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or disclosed as part of employment relationships
or under nondisclosure agreements);
- state or imply that your Solver Content or other content is in any way provided, sponsored or endorsed by us,
a Client, or any other company, organization or association;
- impersonate any person or entity, including, but not limited to, a forum leader, guide or host, or falsely state
or otherwise misrepresent your affiliation with a person or entity;
collect or store personal data about other Solvers, Client personnel, or a Customer’s end users;
- harm minors in any way;
- upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising,
promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation,
except in those areas (such as shopping) that are designated for such purpose;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other
computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software
or hardware or telecommunications equipment;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material
support or resources) to any organization(s) designated by the Government as a foreign terrorist organization;
- violate any applicable local, state, national or international law;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Solver Content transmitted
through the Services;
- create multiple Solvᵀᴹ Accounts, or “game” the system in order to falsely earn points, rewards or reputation,
including without limitation by getting friends to submit solver content or other content, or using crowd labor
platforms to boost results;
- interfere with or disrupt our servers or networks, or disobey any requirements, procedures, policies or regulations
of networks, including using any device, software or routine to bypass our robot exclusion headers;
- attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together
with the Services, through password mining or other means.
- violate any documented standard, rule, code of conduct or the like as posted in Company’s (“Solver Hub”),
which Solvers agree to check regularly for updates.
You represent and warrant that, unless otherwise agreed in writing by Company or the Client for
which you perform Solver Tasks, you are not an employee or agent of Company or such Client
. You expressly disclaim
any employment relationship with Company and any such Client(s). You agree that your sole relationship with Company
any work or services you provide will be performed as an independent contractor. Nothing about your participation
with Company, its Clients, Customers or other Solvers is intended to, or should be construed to, create a partnership,
agency, joint venture or employment relationship.
5.2. Employment Indemnity.
As this agreement constitutes a contract for the provisions of services and not a
contract of employment, you shall indemnify Solvᵀᴹ, the Company and/or the Client (or any of their group companies)
for and in respect of:
any income tax, National Insurance and social security contributions and any other liability, deduction,
contribution, assessment or claim arising from or made in connection with your services or Solver Content under
this agreement, where the recovery is not prohibited by law. You shall further indemnify Solvᵀᴹ, the Company and/or
the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Solvᵀᴹ,
the Company and/or the Client in connection with or in consequence of any such liability, deduction, contribution,
assessment or claim.
any liability arising from an employment related claim or claim for worker status (including reasonable
costs and expenses) brought by you against Solvᵀᴹ, the Company and/or the Client arising out of or in connection with
your services, Solver Content or other content, under this agreement.
Solvᵀᴹ, the Company and/or the Client may at its option satisfy such indemnity (in whole or part)
by way of deduction from any payments due to you.
5.2. Control When Completing Tasks.
n the event you elect to respond to requests to perform Solver Tasks,
in no event shall Company or any Client have control over your work or methods of contribution or provision. As an
independent contractor you will: choose which Client requests for performance of Solver Tasks to respond to,
set your hours of work and amount of time worked; determine your own patterns and methods of work; use your own devices,
supplies, tools, and equipment, including internet access; perform work for any third parties of your choosing; and perform
all work independently. You will not: use any property or equipment of Solvᵀᴹ or its Clients; perform any services on any
premises of Clients; be required to provide any reports, written or oral, to Clients; or be integrated into the business
operations or dealings of Solv’s Clients. Neither Solvᵀᴹ nor any of its Clients will: pay for your expenses; provide
instructions or direction to you on the location, time, methods, or means of performance of services; or supervise you in
any form, fashion or manner.
Company will pay you directly or facilitate payments to you on behalf of each Client via PayPal or some other third party
payment processor. Solvᵀᴹ, in its sole discretion, will select a payment processor and you must create an account
with this payment processor to receive payment. Payment shall be made or facilitated in accordance with the applicable Clients’
acceptance policy for the performance of Solver Tasks. In order to direct payment to you as a Solver, we require
information to verify your identity and to combat fraud. Solvᵀᴹ reserves the right (but do not assume an obligation),
at our election or upon request from the applicable Client or upon notice of any potential fraud, unauthorized
charges or other misuse of the Services, to place on hold or cancel any payment.
If you provide Solver Tasks, you are solely responsible for, and will file, on a timely basis,
all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with
respect to receipt of rewards in connection with providing solver content and receiving payments therefor. Solvᵀᴹ,
the payment processor or the applicable Client will report (and may withhold withholding taxes with respect to
(to the extent required by law)) payments to you to the Internal Revenue Service (or other taxing authorities) as
required by law.
7. Confidential Information
7.1. Confidential Information Scope.
You acknowledge and agree that any information you receive in
connection with a request to provide Solver Tasks constitutes proprietary, confidential information of
(a) the applicable Client, or (b) applicable Client’s Customers (as applicable the "Disclosing Party"),
whether or not marked as proprietary, confidential, personal, or other reference
(collectively, “Confidential Information”
). Confidential Information does not include information that
demonstrably (a) is or becomes generally available to the public other than as a result of disclosure by you;
(b) was possessed by you prior to being furnished by the Services; or (c) becomes available to you from a source
other than the Services. Further, it shall not be a violation for you to disclose Confidential Information or Personal
or where applicable law or regulation requires the disclosure of such information, provided that, if not prohibited
under applicable law, you give reasonable prior written notice to Solvᵀᴹ sufficient to permit Solvᵀᴹ to inform the
applicable Client, so the applicable Client can seek a protective order if it so chooses, and you disclose only
the information that is legally required to be disclosed.
7.2. Confidential Information Obligations.
You will keep all Confidential Information in strictest confidence and will not collect, use,
store, disclose, or otherwise process any Confidential Information, except as instructed to do so in writing by a
Client or Solvᵀᴹ or as is strictly necessary to performing Solver Tasks and in accordance with a Client or Solv’s
instructions and applicable law.
You will not disclose, process, or otherwise use any Confidential Information in a manner that violates
any applicable law and you agree to notify Solvᵀᴹ and/or any client in writing immediately if you believe that any
instruction given by Solvᵀᴹ or a client would violate any applicable law.
You agree to notify us in writing immediately if you learn of any collection, use, storage, disclosure,
or other processing of any Confidential Information in a manner not permitted by these Terms.
You further agree to take appropriate technical and organizational measures to ensure the confidentiality,
integrity, availability, and resilience of any systems used for handling Tasks and protect against the unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to any Confidential Information transmitted, stored or otherwise processed.
You will not engage any other individual or entity to assist in providing Solver Content unless you are instructed
to do so in writing by Solvᵀᴹ.
You agree to make available to the Solvᵀᴹ all information necessary to demonstrate compliance with the obligations
set forth in this Section and applicable law regarding the Confidential Information, and to allow Solvᵀᴹ to conduct audits,
including inspections, of your compliance with the obligations set forth in this section.
Upon the termination, cancellation or expiration of your Solvᵀᴹ Account for any reason, or upon Solv’s request at any
time, you will destroy all Confidential Information, together with any copies that may be authorized herein. You may retain only that
portion of Confidential Information that is necessary for you to verify receipt of any payments you receive for the purpose of
complying with your tax obligations
Your obligations under this clause 7 and general duty of confidentiality towards Client and Solvᵀᴹ shall continue on an on-going
basis after the termination of this agreement.
Nothing herein is intended to or shall grant to you any license or other right of any nature to the use of any
Confidential Information except as permitted in this Section. Nothing in these Terms shall be deemed to restrict you
from providing the same or similar services in connection with third-party platforms, regardless of whether any such
third party directly or indirectly competes with Solvᵀᴹ, except that you shall not use, in the provision of such
services, any Confidential Information or other non-public information pertaining to Solv’s business that is either
designated and/or marked as confidential when disclosed to you, or which you knew or reasonably should have known,
under the circumstances, was considered confidential or proprietary by Solvᵀᴹ even if not designated or marked as such.
Unless otherwise prohibited by applicable law, the Services are provided “as-is,” and as available. Solvᵀᴹ expressly
disclaims any and all representations, warranties, and conditions of any kind, whether express or implied,
including those of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or
non-infringement. Solvᵀᴹ makes no warranty that the Services or the Solver Platform or any content therein:
(a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or
(c) will be accurate, reliable, complete, legal, or safe.
9. Limitation of Liability
In no event shall Solvᵀᴹ (and our Clients, Clients’ customers or Third Party Providers (collectively, “Partners”))
be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental,
special, or punitive damages arising from these Terms or your use of, or inability to use, the Services, even
if we have been advised of the possibility of such damages. Access to, and use of, the Services are at your own
discretion and risk. Notwithstanding anything to the contrary contained herein, our (and our Partners’) liability
to you for any damages arising from or related to the Services (for any cause whatsoever and regardless of the
form of the action), will at all times be limited to the greater of: (a) fifty U.S. dollars ($50) or (b) amounts
paid to you for Solver content or other content in the prior 12 months (if any).
10.1 By You.
You agree to indemnify and hold Solvᵀᴹ, our parents entities, subsidiaries, affiliates,
any related companies, our Partners, suppliers, licensors, and the officers, directors, employees,
agents and representatives of each of them harmless, including costs and attorneys’ fees, from any
claim or demand made by any third party due to or arising out of: (i) your use of the Services,
(ii) your Solver Tasks, or (iii) your violation of these Terms. We reserve the right, at your
expense, to assume the exclusive defense and control of any matter for which you are required
to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle
any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim,
action, or proceeding upon becoming aware of it.
10.2 By Us.
Solvᵀᴹ will (1) defend, or at our option settle, any suit filed by a third party against
you (a “Suit”) to the extent such Suit claims that your receipt of the Services, as permitted in these Terms,
constitutes infringement or misappropriation by you of such third party’s intellectual property rights; and (2)
pay (i) any final judgment or award directly resulting from such Suit or (ii) those damages agreed to by us in a
monetary settlement of such Suit. If any portion of the Services becomes, or in our opinion is likely to become,
the subject of a claim of infringement, we may, at our option: (a) procure for you the right to continue using the Services;
(b) replace the Services with non-infringing software or Services, which do not materially impair the functionality of the
Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate these Terms and upon such termination,
you will immediately cease all use of the Services. Notwithstanding the foregoing, we shall have no obligation under this
section or otherwise with respect to any infringement claim that would not have arisen but for (x) any use of the
Services not in accordance with these Terms; (y) any use of the Services in combination with other products,
equipment, software, or data not supplied by us; or (z) any modification of the Services by any person other than
us or our authorized agents. This subsection states your sole and exclusive remedy and the entire liability of Solvᵀᴹ,
or any of our officers, directors, employees, shareholders, contractors or representatives, for infringement claims
You hereby release Solvᵀᴹ, our related entities, officers, employees, agents and successors from claims, demands any
and all losses, damages, rights, claims, and activity of any kind, that is either directly or indirectly related to
or arises from any interaction with, Solver Tasks from, or conduct of, Solvers, Clients, Client Customers, users or
Third Party Providers.
12. Term and Termination
Solvᵀᴹ may (a) suspend, limit or terminate your rights to use or access the Services (including your Solvᵀᴹ Account) on
its own or at the request of a Client, or (b) terminate these Terms, at any time for any reason at our sole discretion,
including but not limited to the following reasons: (i) for any use of the Services in violation of these Terms; or (ii)
if while performing Solver Tasks, you do not meet, or cease to meet, the guidelines set forth in any supplemental
agreement with a Client.; Upon termination of these Terms, your Solvᵀᴹ Account and right to access and use the Services
will terminate immediately. You understand that any termination of your Solvᵀᴹ Account may involve deletion of your content associated therewith. We will not have any liability whatsoever to you for any termination of these Terms, including
for termination of your Solvᵀᴹ Account or deletion of your content. Even after these Terms are terminated, the
following provisions of these Terms will remain in effect: Sections 1.4, 2.2 – 2.6, 3 – 5, and 7 -15.
13. Copyright Policy
Solvᵀᴹ respects the intellectual property of others and requires that Partners who access and use our Services do the
same. In connection with our Services, we have adopted and implemented a guidelines respecting copyright law that provides
for the removal of any infringing materials and for the termination, in appropriate circumstances, of Solvers who violate
our terms or infringe on intellectual property rights, including copyrights.
Waiver of Jury Trial and Class Actions.
Unless both you and Solvᵀᴹ otherwise agree in writing, any claim will
be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
This means the dispute will not be consolidated with any other matters or joined with any other cases or parties.
Waiver of Class or Consolidated Actions and Jury Trial Waiver.
All claims and disputes arising between you
and Solvᵀᴹ arising out of your use of the Solvᵀᴹ platform must be litigated on an individual basis and not on as a
class action or on a class basis. Similarly you agree that all claims or disputes against any Client or Customer
arising out of any work or services you provide on behalf of Client to a Customer, as well as arising out of any
Solver Tasks, must be litigated o an individual basis and not as a class action or class basis. You further agree
that any case or dispute that is brought to court shall be adjudicated by a Judge and not by a Jury. As a result,
you fully acknowledge and agree that you waive the right to a trial by jury, and/or to participate as a plaintiff
or class member in any purported class action or representative proceeding.
Survival of Terms.
relationship with Solvᵀᴹ (and/or any independent contractor relationship with any applicable Client(s)).
Choice of Forum.
For any disputes arising out of the terms or conditions of this Agreement or your
use of the Solvᵀᴹ platform or work providing Solver content, the parties hereby agree to submit to the
personal jurisdiction of the courts located within Hamilton County, Ohio, for such purpose.
These Terms and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed by and construed
in accordance with the law of the State of Ohio, USA.
Changes to Terms.
These Terms are subject to revision, and if Solvᵀᴹ makes any substantial changes,
you will be notified by sending an email to the last e-mail address provided to Solvᵀᴹ (if any) and/or by
prominently posting notice of the changes on our Services so it is visible when you visit and/or log-on to
the Services for the first time after the change is posted. Such changes will not retroactively modify dispute
provisions in Section 14 for any then-pending disputes. Your continued use of the Services after the changes
have been posted shall constitute your acceptance of the changes. If you do not agree to the updated Terms,
you must cease your use of the Services. Any changes to these Terms will be effective immediately following
our posting of notice of the changes on our Services. You are responsible for providing us with your most
current email address. In the event that the last e-mail address that you have provided us is not valid,
or for any reason is not capable of delivering to you the notice described above, our dispatch of the
e-mail containing such notice will nonetheless constitute effective notice of the changes described in
The communications between you and Solvᵀᴹ use electronic means,
whether you visit the Services or send emails, or whether Solvᵀᴹ posts notices on the Services or
communicates with you via email. For contractual purposes, you (a) consent to receive communications
from Solvᵀᴹ in an electronic form; and (b) agree that all terms and conditions, agreements, notices,
disclosures, and other communications that Solvᵀᴹ provides to you electronically satisfy any legal
requirement that such communications would satisfy if it were in writing. The foregoing does not
affect your statutory rights.
These Terms (which include any other rules posted on the Services)
constitute the entire agreement regarding the use of the Services. Solv’s failure to exercise or
enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
The word “including” means “including without limitation.” If any provision of these Terms is, for any
reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and
the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the
maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned,
subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted
assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Solvᵀᴹ
may freely assign these Terms. The terms of these Terms shall be binding upon assignees.
System Outages and Changes to Services.
You acknowledge and agree there will be occasions when
the Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to
failure of telecommunications links and equipment that are outside of our control, and that we will have
no liability for your inability to access and/or use the Services, or any portion thereof, during any of
the foregoing events. We reserve the right to change, alter or vary the Services, Services offered on or
through the Services at any time without notice.
Third Party Beneficiary.
Solvᵀᴹ and you acknowledge and agree that each Client is a third-party
beneficiary of these Terms, and that, upon you accepting the terms and conditions of these Terms,
each such Client will have the right (and will be deemed to have accepted the right) to enforce
these Terms against you as a third-party beneficiary thereof.
We shall have no liability to you under the Terms if we are prevented from or
delayed in performing our obligations under the Terms, or from carrying on our business, by acts, events,
omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs
or other industrial disputes (whether involving our workforce or any other party), failure of a utility
service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown
of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we
notify you of such an event and its expected duration.