These terms of use are a contract between you and 335, Inc. dba Soli
(collectively, Soli, “us”, “we” or “our”). These Terms apply to and govern the Soli
platform and your participation in the Soli platform. By enrolling in the Soli
platform you acknowledge that you have read, understood, and agree to be
bound by the following Terms. We may amend any part of these Terms from time
to time as further described below. The Terms constitute the entire agreement
between you and Soli related to the Soli platform.
1.             Overview of Soli platform
a.             The Soli platform allows you to receive cashback in the form of credits
issued to your registered payment card when you make a Qualified Purchase at
participating merchants as further described below. A “Qualified Purchase” is a
purchase from a participating merchant using your registered card in accordance
with the terms of the Offer and these Terms. An “Offer” is the cashback
percentage or amount offered by the merchant, which may include, but not
limited to, a minimum transaction amount, expiration date, any other additional
terms or limitations associated to the offer.
2.             Registration
a.             THE SOLI PLATFORM IS NOT AVAILABLE TO PERSONS UNDER
THE AGE OF 13 OR TO ANY USERS SUSPENDED OR REMOVED FROM
THE SOLI PLATFORM. BY USING THE SOLI PLATFORM, YOU REPRESENT
THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN
PREVIOUSLY SUSPENDED OR REMOVED FROM THE SOLI PLATFORM.
b.             SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS AND ALL
APPLICABLE LAWS, Soli grants you permission to access and use the Soli
platform solely for your personal use, at the level for which you have registered,
as set forth in these Terms and consistent with the intended features of the Soli
platform.
c. In order to use the Soli platform, you must have a Soli account in good
standing and you must enroll a valid, eligible credit or debit card by submitting
your card information that Soli requests. You agree that the information you
provide to Soli on registration and at all other times, will be true, accurate,
current, and complete, and that you will keep this information accurate and up-to-
date at all times and you represent and warrant that you are authorized to use
the payment card that you submitted.
d.             By registering for or interacting with the Soli platform you represent that
you have read and accepted the terms of the privacy policy.
3.             Use of Enrolled Cards and Transaction Information
a.             By registering a payment card in connection with transaction
monitoring, you authorize Soli to share your payment information with Soli’s Third
Party Service Providers (including Empyr, Inc.) and payment card network (e.g.,
Visa, MasterCard, American Express) (the “Payment Card Network”) so it knows
you enrolled. You authorize the Payment Card Network to monitor transactions
on your registered card(s) to identify Qualifying Purchases in order to determine
whether you have qualified for or earned an offer linked to your payment card,
and for the Payment Card Network to share such transaction details with Empyr
and for Empyr to share such transaction details with Soli to enable your card-
linked offer(s) and target offers that may be of interest to you. You may opt-out of
transaction monitoring on the payment card(s) you have registered by logging
into you account via the Soli app, navigating to the dashboard>.settings>edit
payment card and selecting your registered payment card(s) and selecting
delete card. You may also email [email protected] for assistance. You
agree that Soli and its Third Party Service Providers may view your transactions,
as well as historical transactions, made by you with participating merchants.
i. “Third Party Service Providers” means third parties, including Empyr, Inc.
(“Empyr”) that enable us to provide the Soli platform. We use Empyr as our
service provider to help us operate Soli platform. Your payment cards may only
be enrolled in one program operated by Empyr. If you have already activated a
payment card with a separate program operated by Empyr, you will be unable to
activate that payment card in both the Soli platform and the other program. You
may use another payment card with the Soli platform or deactivate your card with
the other program.
4.             Special Notes for Visa, MasterCard and American Express
Cardholders
a.             Not all Visa, MasterCard and American Express cards are eligible for
registration and not all transactions with your registered Visa, MasterCard and
American Express card are tracked by Visa, MasterCard and American Express.
Without limitation, Visa, MasterCard and American Express Corporate cards,
Visa, MasterCard and American Express Purchasing cards, non-reloadable
prepaid cards, government-administered prepaid cards (including EBT cards),
healthcare (including Health Savings Account (HSA) or Flexible Spending
Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-branded cards
whose transactions are not processed through the Visa U.S.A payment system,

MasterCard payment system and/or American Express payment system are not
eligible to participate.
If you register a debit card, your transaction must be processed as a ‘credit’ (i.e.,
signature) transaction to make sure the transaction can be monitored. Do not use
a Personal Identification Number (PIN) when paying for your purchases with your
enrolled card if you want the transaction to be eligible for rewards or offer
completion. Do not use a Personal  Identification Number (PIN) when paying
for your purchases with your Card if  you want the transaction to be eligible
for rewards or offer completion.
Not all transactions with your registered Visa, MasterCard and American Express
card are tracked by Visa, MasterCard and American Express.
You acknowledge that Visa, MasterCard, and American Express may be unable
to monitor every transaction made with your enrolled Visa, MasterCard, or
American Express card, including PIN-based purchases, purchases you initiate
through identification technology that substitutes for a PIN, payments made
through other payment methods (such as a digital wallet or a third party payment
app, where you may choose your Visa, MasterCard, or American Express card
as a funding source but you do not present your card directly to the merchant),
payments of existing balances, balance transfers, or transactions that are not
processed or submitted through the Visa U.S.A., MasterCard, and American
Express payment systems, and that these transactions are not eligible.
5.             Credits

a.             Statement credits will not appear or be reflected on your transaction
receipt from the merchant at the time of purchase, and will instead be reflected
on your periodic card statement. Subject to eligibility verification and settlement of
the Qualifying Transaction, your registered payment card will be charged the full
purchase price at the time of purchase and credits will not be included in your
receipt from the merchant. Your credit will generally be reflected on your
designated payment card in the month following earning at least $10 in credits on
your account. You must comply with all Offer requirements and Soli platform
terms to receive the credit. You are responsible for any taxes you may incur as a
result of the credit. The Soli platform, the applicable Payment Card Network, and
your issuer have no responsibility or liability for the failure of a statement credit to
be posted, or for any finance or other charge, or impact on any rewards, feature,
or term of your account resulting from the statement credit.

b. In no event shall the applicable Payment Card Network be considered as
maintaining any type of financial obligation or deposit or other asset account, or
holding funds or other value for you for distribution to you. Any pending
statement credits and any associated dollar values represent offer fulfillment
amounts in process owed by the merchant, and not your funds or balances
maintained or held by the Payment Card Network or the Soli platform.
6.             Modification of Terms    
a.             From time to time, Soli may change, modify, add, or remove portions of
the Terms, and reserves the right to do so in its sole discretion. If we modify the
Terms, we will make them available through the Soli platform, and indicate the
date of the latest revision. We encourage users to review the Terms periodically
for changes. In the event that the modifications materially alter your rights or
obligations hereunder we will make reasonable efforts to notify you of the
change. For example, we may send a message to your email address, if we have
one on file, or generate a pop-up or similar notification when you access the Soli
Platform for the first time after such material changes are made. All amended
Terms automatically take effect 30 days after they made available through the
Soli platform, except that (i) disputes between you and Soli will be governed by
the version of the Terms that was in effect on the date the dispute arose and (ii) if
you do not agree with any changes to the Terms, you may terminate these
Terms by ceasing use of the Soli platform. Your continued use of the Soli
platform after revised Terms have become effective indicates that you have read,
understood and agreed to the current version of the Terms.
7.             Disclaimers; No Warranties.
a.             TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, SOLI AND ITS AFFILIATES, LICENSORS AND
SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS OR THIRD PARTY
SERVICE PROVIDERS) EXPRESSLY DISCLAIM ANY WARRANTIES,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOLI DOES NOT
WARRANT THE DATA, CONTENT, ANALYTICS, FEATURES, OR
INFORMATION PROVIDED THROUGH THE SOLI PLATFORM, INCLUDING
WITHOUT LIMITATION TRANSACTION DATA OR USER SUBMISSIONS OR
OTHER DATA PROVIDED BY OTHER USERS, TO BE UNINTERRUPTED,
ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER
HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR EQUIPMENT, LOSS OF DATA, OR OTHER HARM THAT
RESULTS FROM YOUR USE OF THE SOLI PLATFORM.

b.             SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO
YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO
STATE AND JURISDICTION TO JURISDICTION.
8.             Limitation of Liability and Damages.
a.             UNDER NO CIRCUMSTANCES WILL SOLI OR ITS AFFILIATES,
CONTRACTORS, EMPLOYEES, AGENTS, PAYMENT CARD NETWORKS, OR
THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OR RELATED TO THE SOLI PLATFORM,
EVEN IF SOLI OR A SOLI AUTHORIZED REPRESENTATIVE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
SOLI OR ITS AFFILIATES, CONTRACTORs, EMPLOYEE, AGENTS,
PAYMENT CARD NETWORKS, OR THIRD PARTY SERVICE PROVIDERS OR
SUPPLIERS; TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND
CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS
OR YOUR USE OF THE SOLI PLATFORM (WHETHER IN CONTRACT, TORT
INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE
AMOUNT PAID TO YOU, IF ANY, FOR ACCESSING THE SOLI PLATFORM
DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM.
b.             SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT
APPLY TO YOU.
9.             Termination
a.             By Soli. You agree that Soli, in its sole discretion and for any or no
reason, may terminate any account (or any part thereof) you may have with Soli
or use of the Soli platform and remove and discard all or any part of your account
or any content uploaded by you, at any time. Soli may also in its sole discretion
and at any time discontinue providing access to the Soli platform, or any part
thereof, with or without notice. You agree that any termination of your access to
the Soli platform or any account you may have or portion thereof may be affected
without prior notice, and you agree that Soli will not be liable to you or any third
party for any such termination. Any suspected fraudulent, abusive, or illegal
activity that may be grounds for termination of your use of the Soli platform may
be referred to appropriate law enforcement authorities. These remedies are in
addition to any other remedies Soli may have at law or in equity. Sections that by
their terms apply after it ends will survive any termination or cancellation of these
Terms.
10.            Laws and Jurisdiction

a.             These Terms shall be governed in all respects by the laws of the State
of Massachusetts as they apply to agreements entered into and without regard to
conflict of law provisions. You agree that any claim or dispute you may have
against Soli must be resolved by a court located in Massachusetts, unless
agreed in writing otherwise by the parties. If any provision of these Terms shall
be unlawful, void, or for any reason unenforceable, then that provision will be
reformed to the minimum extent necessary to make it valid and enforceable, or, if
not capable of reformation, will be deemed severable from these Terms, and will
not affect the validity and enforceability of any remaining provisions. The Terms,
and any rights and licenses granted hereunder, may not be transferred or
assigned by you, including by operation of law or otherwise, but may be assigned
by Soli without restriction.
11.            Third-Party Sites
a.             The Soli platform may include links or content relating to third party
websites, or services while participating in the Soli platform. Soli isn't responsible
for third-party websites, services, or content available through those third-party
websites or services. Your correspondence or business or other dealings with
advertisers or other third party service providers encountered on or through the
Soli platform is solely between you and such third party. Your use of third-party
websites or services may be subject to that third-partys terms and conditions.
You agree that Soli will not be responsible or liable for any loss or damage of any
sort incurred as a result of such dealings or as the result of the presence of such
third party sites.

Terms  & Conditions Applicable to Users