Terms of Service

1.                Acceptance of Terms:

These Terms of Service (“Terms”) are between you (“You”, “Your”, “User”, “Customer”, or “Subscriber”) and Solanatel LLC (“Solanatel”, “RipTx”, or “Us”) and consists of the most recent version of the terms and conditions as well as the Solanatel Privacy Policy, No Spam Policy, and Service Guidelines. By using the Service in any way, you are agreeing to comply with these Terms. In addition, when using particular Solanatel services, you agree to abide by all applicable posted guidelines for such services.

By completing the registration process (“Sign Up”) and clicking the “I Accept” button, You: (a) agree to be bound by these Terms; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if you are an entity that You are a corporation, partnership or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current and complete information in the Service registration form, including billing and credit card related information and other account information (all together, the “Account Information”), and agree to maintain and update this information to keep it true, accurate, current and complete; (e) represent and warrant that You have the power and authority to enter into and perform under these Terms. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. If you do not accept and agree to these terms, do not complete the registration process.

2.                Modification of This Agreement

Solanatel reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You. Regardless of whether Solanatel has provided You individual notice, Your continued use of the Service following Solanatel’s notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to Solanatel is updated and correct. You can find the most recent version of the Terms at www.riptx.com/tos.

3.                Description of Products & Services

RipTx is a sales and marketing service (the “Service”) which provides You with a means to relay information to Your customers about a product that is for sale or for rent by You. The service uses both online service and Short Message Service (SMS; also known as text messaging).

Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including the release of new Service resources, shall be subject to these Terms. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.

4.                Payment

You will pay all fees due according to the prices and terms applicable to your Services. All installation or set-up fees and non-recurring charges, along with the first month's recurring charges, shall be due and payable within ten (10) days of initiation of Service. Thereafter, recurring fees will be charged, in advance to Your credit card. If Your credit card is invalid or You are otherwise past-due in your payments for any reason, the Service may be terminated and removed from Solanatel's servers by Solanatel with or without notice, and all the information contained within deleted permanently. Solanatel accepts no liability for information or content that is deleted due to an invalid credit card or where Your payments are past-due. In the event You fail to pay charges, Solanatel may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Solanatel for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or Solanatel on the charges and all late payment, interest or other fees as stated on Your bill. Solanatel may modify its billing practices or late payment charges by providing You with prior written notice of the modification. Solanatel in its discretion may offer discounts or special offers from time to time.

Solanatel may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, the prices charged may be changed without notice to the then prevailing price for the Services.

You shall pay or otherwise be responsible for all federal, state or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.

Upon termination of the Service, you agree to remove all advertisements for the service. If you fail to remove advertisement after the date of cancellation, then you agree to pay the monthly service fee.

5.                Content

You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated ("You"). More specifically, You are entirely responsible for all Content that you post, email or otherwise make available via the Service. You understand that Solanatel does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the site and Content available through the Service may contain links to other websites, which are completely independent of Solanatel. Solanatel makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Solanatel be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that Solanatel does not pre-screen or approve Content, but that Solanatel shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

When posting Content related to housing, you must additionally comply with section 3604(c) of the Federal Fair Housing Act. This law generally prohibits stating, in any notice or ad for the sale or rental of a dwelling, a discriminatory preference based on any of the following protected categories:

• Race or Color
• National Origin
• Religion
• Sex
• Familial Status
• Handicap / Disability

6.                Conduct

In addition to those matters set forth in the Solanatel Policies, You shall not post, transmit, re-transmit or store material on or through any of the Services which, in the sole judgment of Solanatel (i) is in violation of any local, state, federal or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree that you will NOT knowingly use the Service, among other things, to:

a)                 upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b)                 harm minors in any way;

c)                  impersonate any person or entity, including but not limited to a Solanatel official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d)                 forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;

e)                 upload, post, email, transmit or otherwise make available any 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);

f)                   upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

g)                 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 that are designated for such purpose;

h)                 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;

i)                    interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

j)                    intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

k)                  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 United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

l)                    "stalk" or otherwise harass another;

m)               interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

n)                 collect, transmit or store personal or financial data about any individual or entity;

o)                 promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites;

You agree to indemnify and hold harmless Solanatel from any claims resulting from the use of the Services which damages You or any other party. Solanatel reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers and other principals, Your sites, and the materials comprising the sites, at any time. These investigations will be conducted solely for Solanatel’s benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act or omission, which in Solanatel’s sole opinion, constitutes a violation of any local, state, federal or foreign law or regulation, or the Solanatel Policies, Solanatel may immediately discontinue the Service, and notify You of the action. You agree to waive any cause of action or claim You may have against Solanatel for such action.

7.                Intellectual Property

Except for the rights expressly granted herein, this Agreement does not transfer from Solanatel to You any Solanatel developed, licensed or owned technology, and all rights, title, and interest in and to such technology will remain solely with Solanatel. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.

Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin Solanatel at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Solanatel.

Solanatel may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize Solanatel to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to You.

You will not use RipTx or Solanatel’s name or any language, pictures or symbols which could, in Solanatel’s sole judgment, imply Solanatel’s identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without Solanatel’s prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Solanatel and You, including the method and timing of such announcements, must be approved in advance by Solanatel in writing. Solanatel reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Your obligation regarding public announcements shall be a material breach of these Terms.

Solanatel, and other Solanatel product and service names, and all of their related logos, are each trademarks of Solanatel LLC (“Solanatel Marks”). Solanatel expressly grants you permission to use the RipTx marks on advertising brochures, signs, sign riders, website advertisements and other related marketing campaigns. All other uses are expressly prohibited without the prior approval from Solanatel. Upon termination of service you agree to discontinue all use of the RipTx logo from any and all marketing materials and advertisements.

8.                Privacy Policy

As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt-out of receiving such communications You must cancel the Service. You also understand and agree that the Service may include certain communications from Solanatel, such as service announcements and administrative messages You will not be able to opt out of receiving them.

You can find the most recent version of the Privacy Policy at www.riptx.com/privacy

9.                Term & Termination

The initial term of this Agreement and these Terms will commence on the date that You click the “I Accept” button to these Terms and will remain effective for the period of 35 days (“Initial Term”). If You wish to terminate the Services at the end of the Initial Term or any subsequent term to which you have agreed (“Renewal Term”), you must logon to your account, and “deactivate” the Service. Neither U.S. mail nor phone notification shall be acceptable. If You fail to notify Solanatel of Your intent not to renew, this Agreement will be automatically renewed, for a month-to-month period. The Renewal Term is 30 days. If You renew for a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed for the Renewal Term at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.

You may cancel Your Service and terminate these Terms at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made.

Solanatel may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, Solanatel may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from Solanatel servers, or remove any Content within the Service, if Solanatel concludes, in its sole discretion, that You (a) have breached, violated or acted inconsistently with the letter or spirit of these Terms, including any applicable Solanatel Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information, (c) have failed to keep your Account Information complete, true and accurate, (d) fail to respond to any email communication sent to the email address listed in your Account Information, (e) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (f) are engaged in activities or sales that may damage the rights or reputation of Solanatel or others (each “Termination for Cause”) . Any Termination For Cause by Solanatel will take effect immediately, and You expressly agree that You will not have any opportunity to cure.

Termination for Cause: In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Solanatel; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

In the event a ruling, regulation or order issued by a judicial, legislative or regulatory body causes Solanatel to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations and/or orders, Solanatel may suspend or terminate the Service, or terminate these Terms without liability.

Upon any termination of the Service, Solanatel reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service , including but not limited to order processing information, mailing lists, files, email, and any Web pages generated by You or the Service . Solanatel accepts no liability for such deleted information or content.

Should Solanatel suspend a portion, but not all, of your Service due to a violation by You of any law, regulation or policy, You shall remain liable for all fees applicable to the Service as a whole. Should Solanatel terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).

You expressly waive any statutory or other legal protection in conflict with the provisions of this Term & Termination Section.

10.           Ownership & Security

You will receive a password from Solanatel to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password. You agree to immediately notify Solanatel of any unauthorized uses of the Service or any other breaches of security. Solanatel cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Solanatel be liable, in any way, for any acts or omissions, of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.

11.           Compliance

You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac. You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction You operate or do business. You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of Solanatel, provide Solanatel assurance of Your compliance with those laws. You acknowledge that Solanatel exercises no control whatsoever over the content of the information passing through Your service and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Solanatel Policies.

12.           Support

Solanatel reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.

13.           Indemnity

You agree to indemnify and hold harmless Solanatel, and its parents, subsidiaries, affiliates, co-branders or other partners, officers, directors, shareholders, employees and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable Solanatel Policies, law or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. Solanatel reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.

14.           Resale of Service

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Solanatel LLC.

15.           General Practices Regarding Use and Storage

You acknowledge that Solanatel may establish general practices and limits concerning use of the Service.

16.           Modification To and Discontinuation of Service

Solanatel reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Solanatel shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

17.           Disclaimer of Warranties of Service

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a)                 THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOLANATEL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b)                 YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

c)                  THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.

d)                 NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

e)                 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

f)                   SOLANATEL assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

18.           Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOLANATEL AND ITS AFFILIATES, CO-BRANDERS OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOLANATEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.

SOLANATEL’S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO SOLANATEL OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT SOLANATEL HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

19.           Notice

Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Solanatel, such notices shall be addressed to support@riptx.com or PO Box 1387, Solana Beach , CA 92075, USA . If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. Solanatel may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.

20.           Choice of Law and Forum

These Terms and the relationship between You and Solanatel LLC shall be governed by the laws of the State of California without regard to its conflict of law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. You and Solanatel LLC agree to submit to the personal jurisdiction of the courts located within the county of San Diego, California. The failure of Solanatel LLC to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

21.           Force Majeure

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inaction's of Solanatel), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Solanatel is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Solanatel.

22.           Assignment

Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of Solanatel, and any attempted assignment or delegation without such consent will be void. Solanatel may assign this Agreement in whole or part. Solanatel also may delegate the performance of Services to third parties, including Solanatel affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

23.           Relationship of Parties

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Solanatel and You. Neither Solanatel nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

24.           No Third Party Beneficiaries

Solanatel and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.

25.           Integration and Severability

These Terms constitute the entire agreement between You and Solanatel and govern Your use of the Service, superseding any prior agreements between You and Solanatel (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other Solanatel services, third-party content or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

26.           Survival

The provisions of Sections 4, 6, 7, 9, 10, and 11 through this Section 26 will survive any termination or expiration of these Terms