Find Solace Inc. Terms of Use

Find Solace Inc. Terms of Use

 

Your Acceptance of these Terms of Use

Please read these terms of use carefully before accessing this website www.findsolace.ca (“Website”) and the Company’s Factional Professional Market platform (“Platform”) provided by Find Solace Inc. (referred to as “Company”, “Solace”, “we”, “us” or “our”) as they represent a binding agreement between each user of our website (“Customer”, “you” or “your”) and the Company.

If you wish to access and use our website, you must accept and agree to be bound by and comply with these terms of use. If you do not agree to the terms of use, then you must not access or use our Website. If you are using our Website on behalf of an organization, you represent that you have the authority to bind that organization to these terms, in which case “you” or “your” will refer to such organization. If you do not have such authority, or if you do not agree with the terms of use, you must not access or use our Website.

 

You agree that these terms of use, and any related information, communications and agreements between you and us, may be made available or occur electronically including via related mobile site(s) and app(s) provided by the Company.

 

These terms of use were last updated on the “Updated” date indicated above. We reserve the right, at our sole discretion, to modify these terms of use at any time. Such modifications shall become effective immediately upon the posting thereof. You must review these terms of use on a regular basis to keep yourself apprised of any changes.  You can find the most recent version of these terms of use at: https://www.findsolace.ca/terms-of-use.

 

If Solace makes any material changes to these terms of use, as determined by Solace in its sole discretion, Solace will provide you with prior notice through the Website or by sending you an email to the email address(es) registered with Solace. Your continued use of the Website after the effective date (“Effective Date”) of any such revision constitutes an acceptance of the revised terms of use.

 

These terms of use constitute the entire agreement along with the Project Agreement among Customer, Fractional Professional, and Solace with regard to the services to be performed by Solace (the “Services”) supersedes all prior agreements, understandings, statements, proposals and representations, whether written or oral, between the Parties. In the event of any inconsistency or conflict between these terms of use and the terms of any Project Agreement (as defined below), the terms of the Project Agreement shall prevail.

 

Eligibility to Use the Website

You hereby represent and warrant that, and you will use our Website only if, at the time of use, you: (i) are at least the legal age of majority in your jurisdiction; and (ii) can lawfully enter into and form contracts in accordance with applicable local laws. You acknowledge that we may collect and store personal information in accordance with our privacy policy located at [https://www.findsolace.ca/privacy-policy].

 

Our Services

The Website offers start-ups, small/medium businesses, and enterprise corporations’ access to pre-vetted Fractional Professionals and/or teams.

 

1. The Fractional Professional Marketplace Platform

1.1    Overview. Solace owns and operates the Platform that connects you with professionals or teams of professionals who provide specialized services to one or more companies on a part-time or project basis, rather than working full-time in-house (the “Fractional Professionals”). For purposes of these terms of use, “Fractional Professional Services” means the services and related services performed by Fractional Professionals for the Customer, and “Project” means each engagement (including any extensions thereto) between Customer and Fractional Professional for the provision of Fractional Professional Services.

a)    Engaging Fractional Professional for a Project. In order to engage a Fractional Professional for a project (a) Customer and Fractional Professional must complete an intake form, and a follow-up interview, respectively, for which Fractional Professionals are matched with Customers by Solace; (b) Customer must select Fractional Professional following review of profiles and proposals provided to the Customer by the Company; (c) Customer and selected Fractional Professional shall then be prompted to digitally execute a Project Agreement, which governs the Project; and (d) Customer must pay to Solace the fees pursuant to Section 2 of these terms of use (including fees due to Fractional Professional) via the Platform.

b)    Method of Payment. You acknowledge and agree that: (a) your agreement with your method of payment issuer governs use of that method of payment, and you must refer to that agreement to ascertain your rights and liabilities when using that method of payment, including any additional charges or fees applied by your method of payment issuer; (b) you are responsible for any additional charges or fees applied by your method of payment issuer to you; and (c) you are responsible for checking your method of payment issuer account information, such as account balances and statements.

 

1.2    Use and Restrictions.

a)    Right to Use. The Website is only intended for access and use by users located within Canada. If you access our Website from outside of Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

 

The Company grants you (as a permitted user) a limited, revocable, non-exclusive license to access our Website for your own personal or internal business use, and in compliance with all applicable laws. Use of our Website beyond the scope of authorized access granted to you by these terms of use immediately terminates that license. For greater certainty, Solace, in its sole discretion, may also terminate or suspend your license to use the Website and/or your account for any reason or no reason, with or without notice to you.

 

Access and use of our Website may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems, or from the unavailability of our Website for any reason.

 

All rights not expressly granted by these terms of use are reserved to us, or, if applicable, our licensors.

 

Notwithstanding anything else contained herein, we reserve the right to refuse to provide access to our Website to anyone at any time for any reason, without any notice or liability.

 

b)    End Users. “End User” means an individual authorized by the Customer or Fractional Professional to use the Services. To access and use the Services, all End Users must complete an intake form and follow-up interview with Solace [after which End Users will be provided with an account](the “Account”, collectively, “Accounts”), which may be shown to other users on the Platform. Customer is responsible and liable for (i) compliance with these terms of use by its affiliates and its and its affiliates’ End Users, (ii) any and all acts or omissions of End Users with respect to the Services (including, without limitation, any financial or legal responsibility, such as entering into binding contracts or approving payments on Customer behalf), (iii) any and all activities that occur under any End User Accounts, (iv) understanding and configuring the settings and controls within the Services, and (v) ensuring that its End Users abide by any Customer policies or regulations, including but not limited to, policies on spending approvals or signatory authority. The actions of End Users with respect to the Services shall be binding on the Customer. In the event that an End User allows an individual that is not an existing End User to access the Services under his/her/their Account, Customer acknowledges and agrees that such individual constitutes an End User for purposes of these terms of use.

 

c)     End User Account. By registering for an Account, you represent and warrant to Solace that: (a) all information provided by you to Solace during the registration process is truthful, accurate and complete; and (b) you will comply with these terms of use. As a registered user, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current and complete.

 

You will be responsible for any and all loss, damage, or additional costs that we and/or our service providers, other users and other persons may incur as a result of (i) your submission of any false, incorrect or incomplete information or (ii) your failure to update your registration or other information that you submit via our Website.

 

You acknowledge that you are solely responsible for maintaining the confidentiality of your Account password, and that you (and not us) will be responsible for any loss resulting from any unauthorized use of your Account or access to your content – including (without limitation) losses by other users.

 

d)    Restrictions. Customer agrees that Customer and its End Users: (i) will not use the Services if it is not fully able and legally competent to agree to these terms of use; (ii) will only use the Services in full compliance with all applicable statutes, laws, ordinances, regulations, rules, codes, orders, constitutions, treaties, common laws, judgments, decrees, other requirements or rules of law of any federal, state, local or foreign government or political subdivision or agency thereof (collectively, “Law” or “Laws”) and these terms of use; and (iii) will not use the Services for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, Customer agrees that it will not, directly or indirectly: (A) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Services in any unauthorized manner; (B) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services or any part thereof in any form or manner or by any means; (C) harvest or scrape any content or data from the Services; (D) remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the Services; (E) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services (except as and only to the extent any foregoing restriction is prohibited by applicable Law); (F) utilize the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable Laws; (G) utilize the Services to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts agents or programs; (H) circumvent any functionality that controls access to or otherwise protects the Services; or (I) permit an End User or its agents or any other third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a material breach of these terms of use and a violation of the rights of Solace and its licensors. 

 

e)    Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that a reasonable person would deem confidential given the nature and the circumstances of the disclosure. Confidential Information shall include, but not be limited to: (i) the identity of Customer and Fractional Professional; (ii) information about the Project; (iii) information about any actual or potential business, investment or trading decisions, or transactions of Customer or Fractional Professional; (iv) the terms and conditions of these Terms of Use; and (v) any other non-public or proprietary information of Customer or Fractional Professional. Confidential Information shall not include any information that a Receiving Party can show: (A) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (B) was known to the Receiving Party prior to its disclosure by the Disclosing Party; or (C) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party.

 

f)     Non-Use and Non-Disclosure. During the Effective Date of these terms of use and for a period of three (3) years thereafter, each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects its own confidential information, but in no event less than reasonable care. Neither party will (i) disclose the Confidential Information of the Disclosing Party to any third party, except that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of these Terms of Use and who are bound by obligations (written, legal, ethical or otherwise) at least as protective as this Section 1.2, or (ii) use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under these Terms of Use (including, without limitation, as may be necessary to support or defend a claim arising under these Terms of Use). Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non-public information. It may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information. 

 

1.3    Engaging Fractional Professionals.

 

a)    General. Unless otherwise expressly agreed to by Solace and Customer in writing, Customer and its End Users must engage Fractional Professionals via the Platform in accordance with this Section 1.3. In addition, Customer acknowledges and agrees that all confirmations, approvals or other actions by Customer or any End User in connection with the Services must be taken through an End User’s Account via the Platform (e.g., approval of Fractional Professional proposals and Fractional Professional’s payment requests). 

 

b)    Project Agreements between Customer and Fractional Professionals. For each Project, the Customer and Fractional Professional will enter into an agreement to govern the terms and conditions under which the Fractional Professional Services are provided to the Customer by Fractional Professional for such Project (each, a “Project Agreement”). The Project Agreement will be presented via the Platform for electronic signature by Customer and the Fractional Professional selected by Customer prior to the commencement of the Project. The default Project Agreement will be a Solace Project Agreement Template (which template may be updated from time to time by Solace). Alternatively, Customer may provide its own Project Agreement template and any additional agreements with a Fractional Professional that Customer and Fractional Professional deem appropriate (e.g., confidentiality agreements, assignment of rights, etc.), provided that such Project Agreement and/or additional agreements do not conflict with, alter the rights or responsibilities of Solace under, or violate the terms of use. Solace reserves the right to reject any Project Agreement through the Services to the extent Solace determines, in its sole discretion, that a Project Agreement violates the terms of use. Subject to the foregoing, the Customer and Fractional Professional are responsible for the negotiation of the terms and conditions of the Project Agreement prior to execution, including, but not limited to, the approach, deliverables, and fee structure.

 

Customer acknowledges, agrees, and understands that (i) Solace is not a party to any Project Agreement and that Solace’s role is that of a third-party beneficiary with respect to Solace’s payment rights and obligations in the Project Agreement, and (ii) the execution of a Project Agreement between Customer and a Fractional Professional will not, under any circumstance, create employment, subcontracting or other service relationship between Solace and such Fractional Professional. In the event Customer executes a Project Agreement or any amendment to a Project Agreement outside of the Platform, Customer must provide Solace with a copy immediately so that Solace can verify compliance with the requirements herein and receive and make payments in accordance with these terms of use and such Project Agreement. Payments to Fractional Professionals under Projects Agreements are further described in Section 2.

 

The Solace Project Agreement Template is provided as a convenience and may not be appropriate for all jurisdictions or all contracts. Solace does not assume any responsibility for any consequence of using the Solace Project Agreement Template. The Solace Project Agreement Template is not intended to and does not:

 

  1. constitute legal advice.

  2. create an attorney-client relationship.

  3. constitute advertising or a solicitation of any type.

 

Customers should consult independent counsel in drafting and negotiating any agreement.

 

1.4    Non-Circumvention. For a period of twenty-four (24) months commencing at the later of (a) the date on which the Customer first identifies a Fractional Professional from the Services or (b) the completion date of the last Engagement (as defined below) between the Fractional Professional and the Customer, whether the Fractional Professional Services are provided to Customer, affiliate or other end client or third-party (“End Client”) by a Fractional Professional engaged by or through Customer via the Platform (each such Fractional Professional, a “Restricted Fractional Professional” and such period, the “Restricted Period”), Customer will: (i) use the Services as its exclusive method to engage such Fractional Professional for consulting or other services for the Customer (or any End Client, as applicable), and (ii) not make any complete or partial payments to any such Fractional Professional for Fractional Professional Services or any services outside of the Services, or otherwise circumvent Solace’s invoicing and payments process. Any violation of the foregoing restrictions is a material breach of these terms of use.

 

If the Customer (or any End Client, as applicable) wishes to hire a Restricted Fractional Professional as a full-time employee during the Restricted Period, the Customer agrees to pay Solace a one-time employment fee equivalent of twenty-five percent (25%) of the hired Fractional Professional’s Total Cash Compensation for the first calendar year payable to such Restricted Fractional Professional as an employee (the “Employment Fee”). “Total Cash Compensation” means the annualized base salary plus any signing, discretionary or other bonuses or commissions payable to such Restricted Fractional Professional but does not include moving expenses, tuition reimbursement or any other similar compensation or type of allowance. The Customer shall provide written notice to Solace immediately upon any such employment of any Restricted Fractional Professional during the Restricted Period with confirmation of the Employment Fee, and Solace shall have the right, in its sole discretion, to invoice Customer for the Employment Fee due as of such Restricted Fractional Professional’s first day of employment. In the event such Restricted Fractional Professional’s employment is terminated, whether voluntarily or involuntarily, within thirty (30) days of the start of such Restricted Fractional Professional’s employment, no Employment Fee will be owed by Customer to Solace. If Customer (or any End Client, as applicable) offers a non-employee role to a Restricted Fractional Professional during the Restricted Period (e.g., a role as a board member or strategic advisor), Solace shall, on a case-by-case basis, assess, and Customer shall then owe to Solace, an appropriate finder’s fee in line with standard industry practice. Upon expiration of the Restricted Period, Customer (and any End Client, as applicable) is free to deal directly with the applicable Restricted Fractional Professional independently from these terms of use.

 

1.5     Acknowledgment. Customer acknowledges, agrees and understands that: 

a)    Solace operates the Platform, a technology platform connecting Customers with Fractional Professionals as part of the Services. Solace is not an individual Fractional Professional or Fractional Professional firm and does not perform or provide any Fractional Professional services.

b)    Fractional Professionals are independent of Solace and are not employees or subcontractors of Solace. As between the parties, Customer (and not Solace) is solely responsible for evaluating, selecting and supervising Fractional Professionals for all Projects, including reviewing Fractional Professional’s qualifications and experience and determining which Fractional Professionals are suitable for the applicable Projects. Solace does not, in any way, direct, control or monitor the Fractional Professionals or the performance of the Fractional Professional Services. Solace is not responsible for (i) the reliability, availability, capability or qualifications of any Fractional Professionals, (ii) the Fractional Professional’s compliance with any Project Agreement or any laws, rules, regulations and standards regarding the Fractional Professional’s business or services, or (iii) the quality, suitability or security of any services advertised or provided by such Fractional Professionals. 

 

1.6    Disclaimer Regarding Third Party Content

Our website may offer access to third party websites and content available over the Internet. Solace generally exercises no control over such third party websites and content. You agree that it is your responsibility to review and evaluate any such content, and that any and all risk associated with the use of, or reliance on, such content rests with you. You are responsible for viewing, accepting and abiding by the terms of use and privacy policies posted at these third party websites. Inclusion of a link to third party content does not imply endorsement by Solace of such content. You further agree that Solace shall not be liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any third party websites or content.

 

1.7    Disclaimer of Warranties and Liability

OUR WEBSITE (INCLUDING ITS CONTENT) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, NON-INFRINGEMENT.

 We make no representation or warranty that the Website will operate error free or in an uninterrupted fashion, or that the website, or any files or information that you download from the Website, will be secure and/or free of malicious code. Solace and its affiliates, and their respective directors, officers, employees, subsidiaries, affiliates, successors, assigns, agents and service providers, shall not be liable for any (i) direct damages in excess of CDN$100; or (ii) special, indirect, incidental, or consequential damages, including without limitation, lost revenues or lost profits, which may result from the use of our Website. Solace may make changes to the Website at any time without notice. However, Solace makes no commitment to update the information contained herein.

 

1.8     Indemnity. You agree to indemnify and hold Solace and its affiliates, and their respective directors, officers, employees, subsidiaries, affiliates, successors, assigns, agents and service providers harmless from any claim or demand, including reasonable legal fees and court costs, made by any third party due to or arising out of your use of the Website, your violation of these terms of use, your breach of any of the representations and warranties herein, or your violation of any rights of another person.

 

2        Fees, Invoicing, and Payment Terms

2.1    Fees, Invoicing, Payments.

a)    Engagement Fees. “Engagement Fees” means cash, equity, and other compensation, earned by Fractional Professional from a Customer. Fractional Professional may, at his/her/their sole discretion, choose to enter into a binding agreement with the Customer and solely determine the Engagement Fees. The Fractional Professional acknowledges, agrees, and understands that Solace is not a party to any agreement between Fractional Professional and the Customer, that the formation of any such agreement will not, under any circumstance, create an employment or other service relationship between Solace and Fractional Professional or the Customer or a partnership or joint venture between Solace and Fractional Professional or the Customer.

b)    Service Fee. For each Engagement, whether it be an Engagement with multiple Customers or multiple Engagements with one Customer, the Fractional Professional shall pay Solace twenty-five percent (25%) of the Engagement Fees (the “Service Fee”). If the Engagement Fee is equity compensation granted, or otherwise earned or received, or are entitled to receive, during the Payment Term (“Equity Compensation”), the Fractional Professional shall pay Solace the equivalent of ten percent (10%) of the equity in share-based compensation or ten percent (10%) of the Liquidation Amount of such Equity Compensation, at Solace’s sole discretion. “Liquidation Amount” means the total monetary value received or receivable by the Fractional Professional for the Equity Compensation upon an Exit Event. “Exit Event” includes the first underwritten public offering of Customer’s common stock, as well as any merger, acquisition, and other change of control of the Customer. Fractional Professional shall provide to Solace, within the first month of his/her/their Engagement, unless otherwise agreed to by the parties, a copy of the stock option grant, restricted stock purchase agreement, stock reward agreement, or other agreement documenting the Fractional Professional’s Equity Compensation. The Fractional Professional represents and warrants that his/her/their performance of his/her/their obligations under these terms of use shall not violate any applicable securities law or regulation or the Fractional Professionals obligations to the Customer or any third party. It is the Fractional Professional’s responsibility to make any necessary disclosures or notifications, including to the Customer, with respect to the subject matter of these terms of use. 

 

c)     Invoicing. Fractional Professionals shall provide Customer invoices solely through Solace’s Platform. Fractional Professionals, or any subsidiaries, parent companies, partnerships, holdings, or investors related to Fractional Professionals, shall not seek to invoice Customers without using Solace’s Platform as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Solace’s ability to facilitate invoices to the Customer through its Platform. In the event that such circumvention occurs, Solace, in its sole discretion, may remove the Fractional Professionals from the Platform for any time period determined by the Company, including indefinitely, or terminate any agreement between the Company and the Parties. The Fractional Professionals may be reinstated upon payment of a reinstatement fee equal to twenty five percent (25%) of the invoices invoiced outside of the Platform (the “Reinstatement Fee”). 

 

d)    Payments. The Customer shall make all payments to a contracted Fractional Professional solely through Solace’s Platform (“Payments”). Payments may be processed by a third-party payment processor (the “Payment Processor”). The Payment Processor accessed from the Platform and/or Services is independent from Solace, and we have no control over, and assume no responsibility for, the content, privacy policy, terms of use and practices of such website or service. By purchasing our Services, the Customer agrees to abide by the terms and conditions of the Payment Processor. In addition to the foregoing, the Customer, or any subsidiaries, parent companies, partnerships, holdings, or investors related to the Customer, shall not seek to receive, or receive services from, or remit complete or partial Payments to, Fractional Professionals without using Company’s Platform as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Company’s ability to facilitate Payments to Fractional Professionals through its Platform.

 

2.2    Payment Terms. For each Engagement, the Fractional Professional “Payment Term” begins on the first day of such Engagement with a Customer and continues for the duration of the engagement as per the Project Agreement. “Engagement” refers to a continuous engagement with a Customer using our Platform as an independent contractor. For the avoidance of doubt, if, after an Engagement, the Fractional Professional re-engages with a Customer to provide services, each such re-engagement shall be considered a separate Engagement. Unless otherwise outlined in a Project Agreement, all payments under these terms of use are due net thirty (30) days from the invoice date. During the Engagement, invoices are to be issued monthly for work accrued from the previous month / last thirty (30) days and shall be in Canadian dollars. Any payment not received from Customer by the due date may accrue, at Solace’s discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by Law, whichever is higher, from the date such payment was due until the date paid. If Customer requires that an invoice be submitted against a purchase order before payment can be made, (a) Customer will be responsible for issuing such purchase order to Solace in a timely fashion, and Customer’s failure to do so will not affect Customer’s obligation to pay all fees in accordance with these terms of use and (b) the Parties agree that unless and until Customer issues a valid purchase order to Solace, Customer shall not require Fractional Professional to start performance of the Project.

 

2.3    Taxes. Unless otherwise stated, all Solace fees and other charges do not include any taxes. Customer shall be responsible for all applicable sales, use, excise, value-added or similar taxes, if any, payable with respect to the Services and/or Fractional Professional Services provided under these terms of use or arising out of or in connection with these terms of use, whether at the time of invoicing or later determined by a taxing jurisdiction, provided that Solace shall be responsible for all taxes imposed on Solace’s net income. In the event Solace believes it has a legal obligation to charge Customer any applicable tax, such tax will be included in Solace’s invoices to Customer, and Customer shall pay any such tax invoiced. Solace will exempt Customer from any tax for which Customer provides a valid tax exemption certificate, provided, however, that no exemption will be extended to Customer in the event Solace receives notice from the appropriate taxing authority that Customer is not qualified.