Solaris™ Terms of Use

THIS AGREEMENT (“Agreement”) is made and entered into as of the date first written above by and between Intelligent Lighting Distributions, Inc. d/b/a Solaris (hereinafter “Solaris”), and the above-named User (“User”).

WHEREAS, Solaris operates a website (“Website”) for the purposes of effecting brokered sales, commissioned sales, and new sales of production equipment;
WHEREAS, the User desires to use the services of Solaris;
NOW, THEREFORE, in consideration of the mutual promises and mutual obligations and promises set forth herein, the sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

Definitions.

User. A user is any person or entity, besides Solaris, who uses the Website or Solaris’ services to buy, sell, rent, or list items for sale or rent. A user may act as a buyer, seller, lessor, lessee, or vendor.

Types of Transactions.

Solaris handles multiple types of transactions. A Brokered Sale occurs when Solaris acts as on behalf of a buyer. The buyer sends funds to Solaris for the purchase an item. Solaris then purchases the item from a vendor on behalf of the buyer. The item is shipped directly from the vendor to the buyer. A Commissioned Sale occurs when Solaris identifies a willing buyer. Solaris refers the buyer to a vendor for a specific sale. The vendor and buyer complete the transaction directly and the vendor pays a referral fee to Solaris for identifying said buyer. A New Sale occurs when Solaris sells new items to a Solaris customer. A Rental occurs when Solaris identifies a willing lessor and a willing lessee. Solaris is not a party to the rental contract between the lessor and lessee.

USER REPRESENTATIONS

When making postings on the Website, User agrees
Not to post content or items in an inappropriate category or areas on the Website;
That User is not posting items for sale or rent on behalf of a party who is prohibited from using the website;
To provide accurate descriptions for the items that User lists for sale or rent and, upon request by Solaris, to reimburse the ultimate purchaser or lessee of the item or accept a return for items in the event that items listed for sale by User are inaccurately described;
Not to interfere with other user's listings;
Not to post false, inaccurate, misleading, defamatory, or libelous content, or confidential personal information of another; and
That inappropriate or misleading listings will not be approved for posting or will be removed.

When purchasing items, User agrees

To make timely payment for items purchased by User.

When selling or renting items, User agrees

To deliver items purchased or leased from User, unless the buyer fails to meet the posted terms;
To only offer 100% functional, well maintained, and cosmetically acceptable equipment or parts for sale;
To only offer items for sale or rent which, to User’s knowledge, have not been recalled;
To promptly remove postings for items that are no longer available;
To provide any information that User has and perform any reasonable acts that Solaris requests to resolve problems encountered in shipping items that User has sold;
To honor any warranties that User offers for items posted for sale or lease.

In all instances, User agrees

To respond promptly and in good faith to inquiries by other Users regarding listings;
Not to violate any laws, third party rights, or Solaris’ policies, as outlined herein or on the Website;
Not to use the Website if User is not able to form legally binding contracts, is under the age of 18, or is temporarily or indefinitely suspended from Solaris’s Website;
Not to circumvent the billing process or fees owed to Solaris;
Not to transfer User’s Solaris account number and User ID to another party without Solaris’ written consent;
Not to distribute viruses or any other technologies that may harm Solaris, or the interests or property of Solaris users;
Not to harvest or otherwise collect information about other users, including email addresses, without their written consent;
Not to take any action that imposes or may impose (in Solaris’ sole discretion) an unreasonable or disproportionately large load on Solaris’ infrastructure;
Not to copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for User’s Information) from the Website without the prior expressed written permission of Solaris and the appropriate third party, as applicable;
Not to interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website;
Not to bypass any security or Website performance measures that Solaris implements; and
Not to use any robot, spider, scraper or other automated means to access the Website for any purpose without Solaris’ express written permission.

PURCHASING ITEMS FROM OR THROUGH SOLARIS

All used items purchased from or through Solaris are sold on an "as is" and “as available” basis UNLESS OTHERWISE STATED IN THE LISTING and all sales are final. For all items purchased where Solaris is not the seller but is acting as a broker, ANY WARRANTY IS BETWEEN THE SELLER AND BUYER AND SOLARIS IS NOT THE WARRANTOR. User acknowledges that Solaris makes no representations or warranties as to the condition of products sold by other users. Solaris strongly advises buyers to test all items before purchase so as to assure that the items work. To the extent that Solaris acts as a broker between users who are buyers and sellers, Solaris is not responsible for problems that may arise in transactions between said buyer and seller that Solaris has brought together.
For items purchased from or through Solaris, Solaris accepts credit cards, cashiers checks, wire transfers and personal checks. Personal checks must be cleared by the bank before items are shipped.
For items purchased from or through Solaris, sales tax for the purchase of items will only apply in the state of Georgia. The applicable sales tax rate as of January 2008 is seven percent (7%).

RETURNS OF ITEMS PURCHASED DIRECTLY FROM SOLARIS

All new items purchased directly from Solaris must be returned within 30 days to receive a refund. To receive a refund the buyer must:

Return the item in acceptable condition and complete working order. This means no noticeable damage, dents, scratches or faulty functioning.
Return the item in the original packaging, including the original boxes, packaging materials (wrappers, etc), manuals, accessories and blank warranty cards.
A 20% restocking charge will be applied at Solaris’ option.

for new items purchased directly from Solaris which are not functioning properly, the User must generally rely on the manufacturer’s warranty. In some instances, Solaris assists in coordinating the repair of damaged or malfunctioning items. In those instances, to have the item fixed, User must report the damage or malfunction immediately and with a detailed report of the damage or malfunction. Once the damage or malfunction is confirmed, then User must ship the item to a specified dealer/service center for repair at User’s expense.
For all items purchased directly from Solaris, all shipping charges to and from Solaris are non-refundable and are paid by the User.
For all items purchased directly from Solaris, User shall call or e-mail Solaris at (info@solaris.com) to receive a return merchandise authorization number (“RMA#”). This RMA# must be clearly labeled on the box of the item being returned and should also be placed on a note within the package. Solaris has the right to refuse any items returned that do not have a RMA# clearly written on the outside of the box.
For all items purchased directly from Solaris, any items not returned in new original condition will only be eligible for store credit. This store credit will be good within one year of the return.
For all items purchased directly from Solaris, if User receives a damaged item, and the shipping box is in any way torn, dented, punctured or noticeably damaged, then User must contact the shipper and Solaris immediately and mark the damaged areas of the shipping box with notes and take pictures if possible. User must make a claim with the shipper and follow shipper’s instructions. It is strongly recommend that User purchase full insurance for shipping. Solaris cannot be held responsible for any damages that occur during shipping. User should save all shipped items, boxes, equipment, manuals, plastic bags, etc., then make sure the shipped items work before disposing of any shipping materials.

SHIPPING ON ITEMS PURCHASED FROM OR THROUGH SOLARIS

For all orders that User places with or through Solaris, User agrees to pay all shipping charges and handling charges, including charges incurred to have items fixed for warranty purposes, and user assumes all risk of damage during shipping. If User is located outside of the United States, User agrees to pay all customs fees & duties for the import or export of User’s items. User hereby releases Solaris from any claims for damages incurred during shipping.
For all orders that User places with or through Solaris, new items will be shipped via different carriers and shippers depending on the item to be shipped and from whom the item is shipped. If User has a preferred shipper and requests such be used, Solaris will attempt to accommodate such request if notified before Solaris makes shipping arrangements and if such requests cause no additional burden on Solaris. Solaris may refuse to use certain carriers. Solaris reserves the right to refuse shipping to any entity, region or country.
For all orders that User placed with or through Solaris, shipping usually only occurs during a standard business week (Monday-Friday). Solaris does not guarantee that tiems will be shipped the same day the order is placed. Shipping times vary by shipper and depend upon the method of shipping (standard, overnight, 2 day air, etc.), point of origin and location of seller, among other things. Solaris is not responsible for delays in shipping times.

TRANSACTIONS BETWEEN USERS

When User purchases or rents items directly from another user or sells or rents items directly to another user, Solaris is not a party to the agreement. The buyer and seller or lessee and lessor must agree on the terms of sale or lease, including but not limited to, method of payment, return policy, and the shipping arrangements.
Solaris is not responsible for any issues that arise out of that transaction but encourages sellers and lessors to ensure that shipping is fulfilled in a timely manner.
Solaris makes no representations or warranties regarding items purchased or rented from other users. Further, Solaris is not responsible for problems that may arise in transactions between said buyer and seller or lessee and lessor.

SUPPLIES LIMITED
Solaris can at any time and at its own discretion cancel or limit quantities of items purchased by any Solaris customer. Such restrictions may apply to orders made by the same account at Solaris, credit card or orders that have the same shipping and/or billing address. Solaris reserves the right to limit any and all quantities sold, including the right to restrict, limit or prohibit sales to dealers.

PRICE CHANGES
Prices and quantities are subject to change at any time and without notice. Solaris has the right to revoke any stated orders or offers and may correct any such stated error, inaccuracies or omissions, including after an order has been submitted or after order has been confirmed and User’s credit card charged. If User has placed an order and there is a price difference, User’s credit card will be credited or debited. If User wishes to cancel the order for which there is a price difference and the order has not yet shipped, Solaris will credit the User the full amount. If the order has already shipped, normal return policies will apply.

SITE ERRORS
Solaris does not guarantee that prices, item descriptions/specifications are correct, accurate or complete. Solaris strives to be as accurate as possible with all information on its Website. Any and all errors discovered are fixed in a timely manner. Solaris reserves the right to refuse or cancel orders if items are mispriced due to incorrect information from suppliers, technical errors, photographic or typographical errors.

UPDATES TO LISTINGS
User can change listings by logging in to the Website and updating the listing. From time to time, User may request that Solaris make a change to User’s listing on User’s behalf. If Solaris makes a change to User’s listing at User’s request, Solaris will send a confirmation e-mail to User. User must confirm the updated listing is correct in the manner specified in the confirmation e-mail before the listing will be updated on the Website. User acknowledges that Solaris makes changes on behalf of User as an accommodation to User. User’s sole remedy in the event of any errors in the listing is to notify Solaris of the error.

GOODS NOT AVAILABLE
If Solaris is purchasing an item on behalf of User and such item is no longer available from seller or manufacturer, Solaris will notify User that item is unavailable within days of receiving notification of unavailability. User may request a similar item or request a refund. Solaris is not liable to User for any damages, including, but not limited to, consequential damages, caused by an unavailable item. User’s sole remedy is return of monies paid, without interest. Solaris disclaims all warranties, express or implied, as detailed in Paragraph 17.

RENTALS
Solaris facilitates rentals between a willing lessor and a willing lessee. Solaris receives a fee for its service of introducing lessor and lessee. Any subsequent rental is solely a contract between lessor and lessee. Solaris is not responsible for, and User agrees not to hold Solaris responsible for, any damages arising from any subsequent contract entered into between lessor and lessee.

THIRD PARY WEBSITE / LINKS
The Website contains links to third-party websites, as a convenience to User. Solaris does not endorse or make any representations about third-party websites. Links to other websites are in no way an implication or sponsorship, endorsement, approval or responsibility for content. No rights to use of copy the information on this Website or linked third-party sites are implied or granted. User assumes all risk associated with using third-party websites.

INTELLECTUAL PROPERTY

When User supplies content, User grants Solaris a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) User has in the content, in any media known now or in the future.
The trademarks and logos of Solaris are the sole property of their respective owners and are owned by, licensed to, or, where required, used with permission by Solaris and may not be manipulated, reproduced or copied in any way without the express and written permission of their trademark owner.
Any ideas, information, suggestions, comments or materials sent to Solaris will be deemed non-confidential. By submitting such information, User grants Solaris an unrestricted and irrevocable license to display, distribute, use, modify, reproduce and/or transmit such ideas, information, suggestions, comments or materials for any purpose whatsoever. Solaris will not use User’s information in conjunction or connection with any such ideas, information, suggestions, comments or materials without User’s permission unless Solaris is required by law to do so.

LIMITATION OF LIABILITY

If User is dissatisfied with Solaris Website or any content on Solaris Website or does not agree to be bound by this Agreement, User’s sole and exclusive remedy is to discontinue using Solaris Website.
Solaris, its suppliers, officers, and directors shall under no circumstances be held liable for any damages whatsoever, including without limitation those resulting from lost profits, lost data, business interruption, loss of money, loss of goodwill or reputation, or any incidental, special, direct, indirect or consequential damages, arising out of the use or inability to use the Website or any websites linked to this Website. This further includes, but is not limited to, damages that may result from any omissions, mistakes, deletion of files or emails, interruptions, defects, errors, viruses, delays in operation or transmission, or any failure of performance, whether oR not resulting from acts of God, communications failure, theft, destruction or unauthorized access to records, programs or services. The foregoing Limitation of Liability shall apply, whether said liability is based on warranty, contract, negligence, tort or any other legal theory, even if an authorized representative of Solaris has been advised of or should have knowledge of the possibility of such damages. User hereby acknowledges that this paragraph shall apply to all contact, merchandise and services available through Solaris Website. Because some states do not allow for the exclusion or Limitation of Liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.
User will indemnify and hold Solaris (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User’s breach of this Agreement, or User’s violation of any law or the rights of a third party.
User will not hold Solaris responsible for other Users' actions or inactions, including User-generated posts. User acknowledges that Solaris sometimes acts as a broker but does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
In cases where Solaris does not transfer legal ownership of items from the seller to the buyer, nothing in this agreement shall modify the governing provisions of O.C.G.A. § 11-2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with O.C.G.A. § 11-2-401(2).
Regardless of the previous paragraphs, if Solaris is found to be liable, Solaris’ liability to User or to any third party is limited to the greater of (a) the total fees User paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

WARRANTIES
To the maximum extent permitted by applicable law, Solaris hereby disclaims all warranties and conditions, either expressed or implied, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

NOTICES
Except as explicitly stated otherwise, legal notices shall be served as to Solaris at its registered agent or, as to User at the email address User most recently provided to Solaris. Legal notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Solaris may give User legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing. For all other notices, notice may be sent by facsimile, electronic mail, or U.S. mail as indicated on the Contact Us page of the Website.

CUSTOMER SERVICE
If a dispute arises between User and Solaris, User agrees to first seek a resolution by using the Contact Us help page. Solaris will consider reasonable requests to resolve the dispute.
ENTIRE AGREEMENT AND AMENDMENT
This Agreement sets forth the entire understanding and agreement between Solaris and User with respect to the subject matter hereof and supercedes any prior statements or representations. Solaris and User may enter additional agreements particular to each sale. The following Sections survive any termination of this Agreement: Limitation of Liability and Intellectual Property. Solaris may amend this Agreement at any time by posting the amended terms on this Website. Except as stated elsewhere, all amended terms shall automatically be effective immediately after they are posted. Alternatively, we will notify User at the time User logs on to the Website. This Agreement may not be otherwise amended except in a writing signed by User and Solaris.

SEVERABILITY
Each section and subsection of this Agreement constitutes a separate and distinct understanding, covenant and provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed to be severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia and shall be deemed to have been entered into in Fulton County, Georgia. The parties hereto expressly agree that any claims or disputes arising out of or in connection with this Agreement or the parties’ relationship shall be brought in the Superior Court of Fulton County, Georgia, which shall be the exclusive forum for the resolution of such claims or disputes, and the parties agree that venue over them in such Court shall be proper, and waive any objection to such venue that otherwise would be available to them.