1. Introduction and Acceptance
1.1 The Agreement.
These Terms of Use (the “Terms”) form a binding agreement between you (“you” or the “User”) and Solis (“Solis,” “we,” or “us”) governing your access to and use of the Solis Protocol interface, the Solis smart contracts, and related services (collectively, the “Service”). These Terms incorporate by reference the Solis Privacy Policy and any supplemental terms or policies Solis publishes for the Service. Please read them carefully. They include, in Section 19, an agreement to resolve disputes by binding arbitration and a waiver of class actions and jury trials.
1.2 Acceptance by Use.
By accessing or using the Service — including by connecting a wallet, creating or funding a Matter, or accepting a settlement — you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Service.
1.3 Eligibility.
To use the Service, you must be at least 18 years old and have the legal capacity to enter into a binding contract. You must not be a person restricted from using the Service under Section 4, including the sanctions and geographic restrictions described there. If you use the Service on behalf of another person or entity, you represent that you have authority to bind that person or entity to these Terms. Additional eligibility representations are set out in Section 4.
1.4 Modifications to These Terms.
Solis may modify these Terms from time to time. If we make material changes, we will provide notice by a reasonable means, such as posting the updated Terms with a revised effective date or providing notice through the Service. Changes are effective when posted unless otherwise stated, and your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service. Because a settlement executed on-chain is final, modified Terms do not alter the on-chain effect of a settlement that has already completed.
2. Definitions
Capitalized terms have the meanings given below or where defined elsewhere in these Terms.
“Consumer” means an individual who accesses or uses the Service primarily for personal, family, or household purposes, and not for any business, commercial, or professional purpose. A Neutral, an attorney acting in a professional capacity, and any business or person using the Service for commercial purposes is not a Consumer.
“Matter” means a settlement record created through the Service that identifies the parties, their wallet addresses, the settlement amount, any Neutral and associated fee, the applicable deadlines, and the associated Universal Settlement Agreement.
“Payor” means the party that funds a settlement through the Service.
“Recipient” means the party designated to receive the settlement payment in a Matter.
“Neutral” means a mediator, arbitrator, settlement administrator, or other third party who uses the Service to create or administer a Matter on behalf of the parties, as further described in Section 8.
“Universal Settlement Agreement” or “USA” means the standardized settlement agreement generated for a Matter, consisting of the Standard Terms and a Cover Page, as described in Section 7.
“Standard Terms” means the fixed, versioned substantive terms of the Universal Settlement Agreement that are identical across every Matter.
“Cover Page” means the matter-specific portion of the Universal Settlement Agreement.
“Solis Protocol Fee” means the fee payable to Solis as described in Section 9 and Appendix B.
“USDC” means the U.S. dollar-denominated stablecoin issued by Circle Internet Financial that is used as the settlement asset.
“Wallet” means a digital-asset wallet that you control and use to interact with the Service.
“Escrow Contract” means the published, non-upgradable Solis smart contract on the Ethereum mainnet that receives escrowed funds and executes settlements, administering each Matter by its Matter identifier.
3. Nature of the Service
3.1 What Solis Is.
Solis is a legal settlement infrastructure platform. Specifically Solis provides software for disputing parties to generate a standardized settlement agreement, fund a smart-contract escrow in USDC, and — upon the Recipient’s acceptance — execute payment to the Recipient, the Neutral, and the protocol in a single, atomic, on-chain transaction. Solis provides the interface, the document template, the Escrow Contract, and the on-chain record.
3.2 What Solis Is Not.
Solis is not a law firm, a bank, a custodian, an escrow agent, a broker, or an investment adviser. It does not provide legal, financial, tax, or investment advice, does not represent any party, and does not decide the merits of any dispute.
3.3 Funds; Custody and Control.
Solis does not hold, take custody of, or have any ability to withdraw, transfer, or redirect the funds placed in escrow. Escrowed funds can be released only to the parties to the Matter — the Recipient, the Neutral, and the Solis fee address — in accordance with the settlement’s terms and the Escrow Contract’s code. Solis retains a limited technical ability to pause the protocol, or an individual Matter, in exceptional circumstances such as a suspected security incident; however, while a pause may temporarily delay a release or refund, it does not give Solis the ability to take, divert, or keep any funds. Solis has no obligation to implement a pause even if notified of a suspected security or other incident.
3.4 Smart-Contract Architecture.
The Escrow Contract is published and non-upgradable: once deployed, its logic cannot be altered. It currently administers all Matters within a single contract, holding and accounting for each Matter’s funds separately by Matter identifier. Solis is evaluating deploying a separate contract per Matter for additional isolation; any such change will be reflected in a future version of these Terms.
3.5 Network and Third-Party Infrastructure.
The Service operates on the Ethereum mainnet and settles in USDC, and it relies on third-party infrastructure that Solis does not control, including digital-asset wallets, the Ethereum network and its validators, USDC and its issuer, and block explorers. The associated disclaimers and risks are set out in Sections 15 and 16.
4. User Eligibility, Representations, and Warranties
By accessing or using the Service, you represent and warrant, each time you use it, that:
4.1 Age and Capacity.
You are at least 18 years old and have the legal capacity and authority to enter into and perform these Terms and any settlement you execute through the Service.
4.2 Geographic Restrictions.
You are not located in, organized under the laws of, or resident in any jurisdiction in which use of the Service is prohibited, and you will not use the Service from any such jurisdiction.
4.3 Sanctions and Export Controls.
You are not, and are not acting on behalf of, a person who is (a) named on any sanctions list maintained by the U.S. government (including the OFAC Specially Designated Nationals and Blocked Persons list), the United Nations, the European Union, the United Kingdom, or any other applicable authority, or (b) located, organized, or resident in a country or territory subject to comprehensive sanctions. You will not use the Service to transact with any such person or in violation of any sanctions or export-control law.
4.4 No Reliance on Solis as Counsel or Advisor.
You understand that Solis does not provide legal, financial, tax, or investment advice (Sections 11 and 12), and you are not relying on Solis or the Service for any such advice. You have had the opportunity to obtain independent advice of your choosing before using the Service.
4.5 Authority to Bind (Neutral Flow).
If you create or administer a Matter as a Neutral, or otherwise enter information on behalf of a party, you represent and warrant that you have the actual authority of each affected party to do so, including authority to provide that party’s wallet address, to set amounts, and to submit the Matter. You are responsible for the accuracy of all information you enter. This representation supplements Section 8.
5. Wallet Connection and Authentication
5.1 Self-Custody of Keys.
You access the Service using a Wallet that you control. You are the sole custodian of your Wallet and of its private keys and seed phrase. Solis does not create, hold, custody, or have access to your Wallet, keys, or seed phrase, and cannot initiate transactions on your behalf.
5.2 Wallet Signature as Electronic Signature.
When you authorize an action through the Service by signing with your Wallet, your signature constitutes your electronic signature and your intent to be bound, with the same legal effect as a handwritten signature to the fullest extent permitted by the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA) as enacted in applicable states, and any comparable law. You consent to transact electronically and to the use of your Wallet signature to execute the Universal Settlement Agreement and to authorize settlement actions. The electronic-signature provisions for the Universal Settlement Agreement are further described in Section 7.
5.3 Notifications.
The Service may use email or other channels to notify you of activity in a Matter. Any such notification is provided for convenience only, is not a condition of any settlement, and does not alter the on-chain effect of any settlement. You are responsible for the accuracy of any contact information you provide and for monitoring activity in your Matters.
5.4 Responsibility for Wallet Security.
You are solely responsible for maintaining the security and confidentiality of your Wallet, keys, seed phrase, and devices. Any action authorized by a signature from your Wallet is deemed authorized by you. Solis is not responsible for any loss arising from unauthorized access to your Wallet or from your loss of control over your keys. See Section 16.3.
6. The Settlement Lifecycle
6.1 Matter Creation.
A Neutral creates a Matter: reviews the Universal Settlement Agreement and enters the participants (with names, emails, and wallet addresses), the settlement amount, any Neutral fee, and the payment and confirmation deadlines. The terms and deadlines are fixed when the Matter is created. Solis then generates the settlement agreement and sends the Payor an invitation.
6.2 Escrow Funding by the Payor.
The Payor reviews the Matter and the agreement, connects a Wallet, and funds the escrow in USDC. In order to fund the escrow, the Payor must authorize the transfer and sign the settlement agreement with its Wallet (Section 7.5). This will then move the settlement, any Neutral fee, and the Solis Protocol Fee into the Escrow Contract. Funding must be completed by the payment deadline, or the Matter expires.
6.3 Recipient Review and Action.
After the escrow is funded, the Recipient is invited to review the funded Matter and the agreement, connect a Wallet, and either confirm or reject. The Recipient must act by the confirmation deadline.
6.4 Release, Rejection, Expiration, and Refund.
Upon the Recipient’s confirmation, the Escrow Contract atomically releases, in a single transaction, the settlement amount to the Recipient, any Neutral fee to the Neutral, and the Solis Protocol Fee to the Solis fee address. If the Recipient rejects, or the confirmation deadline passes without confirmation, the full escrowed amount is returned to the Payor and no Solis Protocol Fee or Neutral fee is charged. Each outcome is executed by the Escrow Contract.
6.5 Fixed Terms; No Alteration After Creation.
A Matter’s terms and deadlines are fixed at creation and recorded on-chain when the escrow is funded; they cannot be altered afterward by any party or by Solis.
6.6 Effect of a Pause.
If Solis exercises the limited pause described in Section 3.3, the affected Matter’s on-chain actions — funding, acceptance and release, rejection and refund, and expiration-based refund — may be temporarily suspended while the pause is in effect. A pause does not permit Solis to take, divert, or keep any funds, and does not alter the parties’ entitlements once the pause is lifted.
6.7 Network Gas Fees.
Each on-chain action requires a network fee (“gas”), paid in ETH by the party taking the action — the Payor to fund the escrow, and the Recipient to confirm. The Neutral pays no gas. Gas is paid to the network, not to Solis (Section 9.5). You must hold sufficient ETH to pay the gas for any action you take; USDC alone cannot pay gas.
7. The Universal Settlement Agreement
7.1 Two-Part Structure: Standard Terms and Cover Page.
The Universal Settlement Agreement consists of (a) the Standard Terms, comprising fixed, versioned substantive terms that are identical across every Matter using that particular version, and (b) a Cover Page that records the matter-specific details, including the parties, wallet addresses, settlement amount, any Neutral and fee, dispute description, and timestamps. Together they constitute the settlement agreement between the parties to a Matter.
7.2 Versioning of the Standard Terms.
The Standard Terms are published in dated, versioned form (for example, “Standard Terms — [date], [v 1.0]”). The version that governs a Matter is the version in effect when the Matter is created. A later change to the Standard Terms does not alter a Matter already created under an earlier version.
7.3 Generation of the Cover Page.
The Cover Page is generated from the matter-specific information provided at Matter creation and includes the parties, wallet addresses, amounts, deadlines, and dispute description. The Standard Terms are identical across every Matter using that version of the Standard Terms. The Cover Page carries the details unique to each.
7.4 Condition Precedent: Effective Only Upon Successful Settlement.
The Universal Settlement Agreement, including the release of claims it contains, becomes effective only upon the successful, completed settlement of the Matter on-chain. If the Matter is rejected, expires, or is cancelled, the Universal Settlement Agreement does not take effect, no release occurs, and the parties are returned to their positions before the Matter, except as to any obligation expressly stated to survive. No party is bound by the Universal Settlement Agreement unless and until settlement completes.
7.5 Electronic Signature; ESIGN / UETA Consent.
Each party executes the Universal Settlement Agreement by authorizing the applicable settlement action with its Wallet signature, which the parties intend to constitute their electronic signatures to the Universal Settlement Agreement under ESIGN, UETA, and comparable law. Each party consents to the electronic formation, signature, and delivery of the Universal Settlement Agreement and agrees not to contest its validity solely because it was formed, signed, or delivered electronically. See Section 5.2.
7.6 On-Chain Record; Electronic Execution.
When a Matter is funded, the Escrow Contract records on-chain a settlement digest together with the Matter identifier, the parties’ wallet addresses, the amounts, the fee split, and the deadlines. Separately, each party signs the settlement agreement with its Wallet — an electronic signature that incorporates the cryptographic hash of the agreement document (Section 7.5) — so that each party is bound to the specific document presented to it.
7.7 Document Availability and Retention.
Solis generates the settlement agreement for each Matter and makes it available to the parties, including as an attachment to the invitation emails and in connection with the Matter. You are responsible for retaining your own copy of the executed agreement. Solis’s retention of off-chain materials is described in Section 14 and the Privacy Policy.
9. Fees
9.1 Solis Protocol Fee.
The Solis Protocol Fee is 2% of the settlement amount, charged only when a Matter settles successfully. It is added to the Payor’s total — settlement amount plus any Neutral fee plus the Solis Protocol Fee — so that the Recipient receives the full settlement amount and the Neutral receives the full Neutral fee. The fee is itemized to the parties before funding (Section 9.4). Solis may change the rate prospectively; the rate applicable to a Matter is the rate disclosed when the Matter is created, as reflected in Appendix B.
9.2 Neutral Fee.
Where a Matter includes a Neutral, the Neutral’s fee is set by the Neutral or the parties and recorded in the Matter. It is paid directly to the Neutral by the escrow smart contract as part of the settlement (Section 8.3). Solis does not set or receive the Neutral’s fee.
9.3 Fee-Only-on-Success.
No Solis Protocol Fee or Neutral fee is charged unless and until the Matter settles successfully. If a Matter is rejected, expires, or is cancelled, the full escrowed amount is returned to the Payor and no fee is charged.
9.4 Fee Transparency.
The Solis Protocol Fee and any Neutral fee are itemized to the parties before the Payor funds the Matter. By funding the Matter, the Payor authorizes the fees as itemized.
9.5 Network Gas Fees Are Separate.
Transactions on the Ethereum network require a network fee (“gas”), paid in ETH, that is separate from the Solis Protocol Fee and any Neutral fee. Gas fees are paid to network validators, not to Solis, and Solis does not set, receive, or control them. You are responsible for the gas required for actions you authorize.
10. Prohibited Uses
You agree not to use the Service, and not to permit any person acting on your behalf to use the Service, for or in connection with any of the following:
10.1 Unlawful Activity.
Any activity that violates applicable law or regulation, or that is intended to further any unlawful purpose.
10.2 Sanctioned Persons and Jurisdictions.
Any use by, on behalf of, or for the benefit of a person who is the subject of economic or trade sanctions, or who is located, organized, or resident in a jurisdiction subject to comprehensive sanctions, as further described in Section 4.3. You may not use the Service to evade, or to facilitate the evasion of, any sanctions.
10.3 Money Laundering, Terrorism Financing, and Fraud.
Any money laundering, terrorism financing, or fraudulent activity; any effort to disguise the origin, nature, or ownership of funds; or any use of the Service to facilitate such activity.
10.4 Matters Involving Minors or Other Protected Persons.
Any settlement or Matter that involves, exploits, or harms a minor, or that purports to release, compromise, or settle the claims of a minor or other person who lacks legal capacity, except where permitted by law and approved by a court or other competent authority. You may not use the Service to settle any matter the settlement of which requires judicial or governmental approval without first obtaining that approval.
10.5 Misuse, Abuse, or Interference.
Any use that interferes with, disrupts, or imposes an undue burden on the Service or the networks or infrastructure on which it relies; any introduction of malware or other harmful code; any unauthorized access to, or probing of, the Service; any automated or high-volume use intended to abuse the Service; or any use to harass, defraud, or harm another person.
10.6 Misrepresentation of Identity or Authority.
Any impersonation of another person; any provision of false, inaccurate, or misleading identity, wallet, contact, or authority information; or any creation of a Matter, or entry of party information, without the authority of the affected party.
Solis may, consistent with Section 20, suspend or terminate access in response to a violation of this Section. Solis has no obligation to monitor use of the Service, and any failure to enforce this Section is not a waiver of Solis’s rights.
11. No Legal Advice; No Practice of Law
The Service is a self-help tool. You, and not Solis, are responsible for the selection, content, and legal effect of any settlement you create, fund, accept, or execute through the Service.
11.1 Solis Is Not a Law Firm.
Solis is a technology company. It is not a law firm, is not a licensed provider of legal services, and does not practice law in any jurisdiction. The Service provides automated software that enables users to document and execute settlements they have independently decided to enter. Solis does not provide legal representation, legal advice, legal opinions, or recommendations regarding any dispute, claim, right, or settlement, and no part of the Service should be relied upon as a substitute for advice from a licensed attorney.
11.2 No Attorney-Client Relationship.
Your use of the Service does not create an attorney-client relationship between you and Solis or any of Solis’s personnel. No communication you transmit through the Service, and no document the Service generates, is rendered privileged or protected as attorney work product by virtue of your use of the Service. If you require legal advice, you must retain your own attorney.
11.3 Template Nature of the Universal Settlement Agreement.
The Universal Settlement Agreement, including its Standard Terms, is a standardized template made available for your optional use. It is not tailored to your circumstances and is not reviewed by any attorney on your behalf. Solis does not represent or warrant that the Universal Settlement Agreement is suitable for, sufficient for, or enforceable in connection with your particular matter, parties, claims, or jurisdiction. You are solely responsible for determining whether the Universal Settlement Agreement and its terms are appropriate for your needs, and for making any modifications you require with the assistance of your own counsel.
11.4 Recommendation to Consult Counsel.
Solis strongly recommends that you consult a licensed attorney in your jurisdiction before creating, funding, accepting, rejecting, or relying on any settlement through the Service — particularly where the matter involves a significant amount, contested liability, statutory or non-waivable rights, insurance or third-party interests, represented parties, or a party under a legal disability. If you choose to proceed without counsel, you do so at your own risk.
11.5 Jurisdictional Variation; No Assurance of Enforceability.
Laws governing settlement agreements, releases of claims, electronic signatures, and the unauthorized practice of law vary by state and by country and continue to evolve. Solis makes no representation or warranty that the Service, the Universal Settlement Agreement, or any settlement executed through the Service complies with, or is valid or enforceable under, the law of any particular jurisdiction. The availability of the Service in your location does not constitute advice that its use is appropriate, permitted, or lawful there.
12. No Financial, Tax, or Investment Advice
Solis does not provide financial, accounting, tax, or investment advice, and nothing in the Service or these Terms should be construed as such advice or as a recommendation to enter into any settlement or to acquire, hold, or transfer any digital asset. Settlements, fees, and digital-asset transactions executed through the Service may have tax and financial consequences that depend on your circumstances and your jurisdiction. You are solely responsible for determining the tax treatment of any settlement, fee, or transaction, for any resulting reporting or withholding obligations, and for the payment of any tax due. Solis does not, by providing the Service, assume any obligation to report any transaction, fee, or payment to any taxing or other authority, except as required by applicable law. You should consult your own financial and tax advisors.
13. Intellectual Property
13.1 Solis Marks.
“Solis,” the Solis logo, and related names and marks are the property of Solis. These Terms do not grant you any right to use them without Solis’s prior written consent.
13.2 License to Use the Interface.
Subject to these Terms, Solis grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Solis interface for its intended purpose. You may not copy, modify, distribute, sell, lease, reverse engineer (except as permitted by law), or create derivative works of the interface, or use it other than as permitted by these Terms.
13.3 Smart-Contract Code.
To the extent Solis publishes its smart-contract code under an open-source license, your use of that code is governed by the applicable license rather than this Section.
13.4 Universal Settlement Agreement License.
The Standard Terms of the Universal Settlement Agreement are made available for use in connection with the Service under the license identified in Appendix A or as otherwise designated by Solis.
13.5 User Content and Submissions.
You retain ownership of information you submit through the Service, such as dispute descriptions and party details. You grant Solis a limited license to use that information as necessary to provide the Service and as described in the Privacy Policy. You are responsible for the information you submit and represent that you have the right to submit it.
14. Privacy and Data
14.1 Privacy Policy.
Solis’s collection and use of personal information in connection with the Service is described in the Solis Privacy Policy, which is incorporated by reference.
14.2 On-Chain Data Is Public and Permanent.
Information recorded on a public blockchain in connection with a settlement — which may include wallet addresses, settlement amounts, timestamps, transaction identifiers, and the cryptographic hash of the Universal Settlement Agreement — is public and permanent, cannot be altered or deleted, and is outside Solis’s control. Wallet addresses are pseudonymous and may be correlated with identity through external information. You should not expect on-chain data to be private.
14.3 Off-Chain Data.
In addition to the on-chain record, Solis stores off-chain the settlement agreement generated for each Matter, the parties’ electronic signatures, and limited operational and account information (such as the email addresses used to access the Service). Solis’s handling of this information is described in the Privacy Policy.
14.4 No KYC / No Identity Verification.
The Service does not currently perform “know-your-customer” identity verification of users. The absence of identity verification does not relieve you of your obligation to use the Service lawfully and consistently with these Terms, including Sections 4 and 10. Solis may introduce identity-verification or screening measures in the future, including where required by law.
15. Disclaimers
If you are a Consumer, the disclaimers in Section 15 apply only to the extent permitted by the consumer-protection law applicable to you. Some jurisdictions do not allow the exclusion of certain implied warranties, so the exclusion of implied warranties in Section 15.1 may not apply to you, and you may have additional rights under your local law.
15.1 Service Provided “As Is.”
THE SERVICE — INCLUDING THE SOLIS INTERFACE, THE SMART CONTRACTS, THE UNIVERSAL SETTLEMENT AGREEMENT, AND ALL RELATED SOFTWARE, DOCUMENTS, AND MATERIALS — IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOLIS DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
15.2 No Warranty of Continuous or Error-Free Operation.
Solis does not warrant that the Service will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Solis interface or any other off-chain component will be available at any particular time. Solis may modify, suspend, or discontinue any off-chain component of the Service at any time. Because the escrow smart contracts are deployed on a public network and are not controlled by Solis, settlement functions executed by those contracts may operate independently of, and remain available without, the Solis interface.
15.3 No Warranty of Smart-Contract Correctness or Security.
The Solis smart contracts have not undergone a third-party security audit as of the date of these Terms. No audit or review, if later obtained, can guarantee that software is free of vulnerabilities or will perform exactly as intended. Solis does not warrant that the smart contracts are free of bugs, errors, or security flaws, or that they will be free from malicious interference by third parties. You acknowledge that smart-contract execution is final and irreversible as described in Section 16.
15.4 Third-Party Wallets and Network Infrastructure.
The Service depends on third-party software and infrastructure that Solis neither owns nor controls, including digital-asset wallets, the Ethereum network and related network infrastructure, validators, and block explorers. Solis makes no warranty regarding, and assumes no responsibility for, the operation, availability, security, integrity, or fees of any such third-party wallet or network infrastructure.
15.5 USDC and the Settlement Asset.
Settlements are denominated in USDC, a stablecoin issued by a third party (Circle Internet Financial) and not by Solis. Solis does not issue, redeem, custody, back, or guarantee USDC or any other settlement asset, and makes no representation regarding its value, its peg to any currency, its convertibility, or the solvency, compliance, or conduct of its issuer. The risks associated with the settlement asset are further described in Section 16.5.
15.6 Volatility, Loss, and Irreversibility.
Digital-asset transactions are irreversible. Solis does not warrant that any transaction can be reversed, refunded, cancelled, or recovered, and Solis is not responsible for any loss arising from an irreversible transfer — including a transfer to an incorrect, mistyped, or unintended address, a transfer made under mistake, or a transaction you did not intend to authorize. You bear sole responsibility for verifying all transaction details, including wallet addresses and amounts, before you sign.
16. Assumption of Risk by User
You use the Service at your own risk. By using the Service, you acknowledge, understand, and assume each of the following risks, and you agree that Solis is not responsible for any loss arising from them.
16.1 Smart-Contract Risk.
The Service operates through smart contracts on a public network. Such contracts may contain undiscovered vulnerabilities, may behave in unexpected ways, or may be targeted or exploited by third parties, and any resulting loss may be permanent and unrecoverable. Because the Escrow Contract currently holds the funds of multiple Matters together, a vulnerability affecting it could affect more than one Matter. The smart contracts have not been independently audited (Section 15.3). You assume the risk of using software-based, self-executing settlement.
16.2 Network Risk.
You assume the risks associated with the Ethereum network, including congestion, delay, downtime, forks, reorganizations, validator failure, and changes to network rules, finality, or gas fees — any of which may delay, prevent, or alter the execution of a settlement, including the release or return of escrowed funds.
16.3 Wallet and Key Risk.
You are solely responsible for the security of your Wallet, private keys, seed phrase, and devices. Loss, theft, or compromise of your keys may result in the irreversible loss of access to your assets and to any Matter. Solis does not hold your keys, cannot recover them, and cannot transact on your behalf within your Wallet.
16.4 Counterparty Risk.
Solis is not a party to the underlying dispute or to the settlement, and does not verify the identity, authority, solvency, or good faith of any Payor, Recipient, or Neutral. You assume the risk that a counterparty supplies inaccurate information (including an incorrect wallet address), lacks authority to act or to bind a party, or acts in bad faith. Solis does not guarantee that any party will fund, accept, perform, or honor any settlement.
16.5 Settlement-Asset (Stablecoin) Risk.
You assume the risks associated with USDC and any other settlement asset, including the risk that it loses or breaks its peg, becomes illiquid or non-convertible, is frozen, blacklisted, or seized by its issuer or a governmental authority, or that its issuer becomes insolvent, is subject to enforcement, or ceases operations. Solis has no control over the settlement asset, its issuer, or any action either may take.
16.6 Regulatory Risk.
The legal and regulatory treatment of digital assets, stablecoins, smart contracts, and on-chain settlement is uncertain and evolving, and may change in ways that adversely affect the Service, the Universal Settlement Agreement, or your settlements, including with retroactive effect. You are responsible for determining whether your use of the Service is lawful in your jurisdiction and for complying with all laws applicable to you, including any tax, reporting, and licensing obligations.
17. Limitation of Liability
17.1 Limitation; Cap on Damages.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOLIS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE TO YOU, IN THE AGGREGATE, FOR ANY AMOUNT EXCEEDING THE GREATER OF (A) THE TOTAL SOLIS PROTOCOL FEES YOU PAID IN CONNECTION WITH THE MATTER GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100).
17.2 Exclusion of Consequential and Certain Other Damages.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOLIS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSETS, OR FOR THE LOSS, THEFT, OR IRRECOVERABILITY OF FUNDS RESULTING FROM AN IRREVERSIBLE TRANSACTION, A LOST OR COMPROMISED KEY, A SMART-CONTRACT VULNERABILITY, OR A FAILURE OF A THIRD-PARTY WALLET OR NETWORK — WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT SOLIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.3 Carve-Outs; Application.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or for death or personal injury caused by negligence. The limitations in this Section apply to the maximum extent permitted by law and form an essential basis of the agreement between you and Solis.
17.4 Consumer Exclusions.
If you are a Consumer:
(a) Nothing in Section 17 limits or excludes any liability that cannot be limited or excluded under the consumer-protection law applicable to you, including, where applicable, liability under the California Consumers Legal Remedies Act and any liability that may not be disclaimed under California Civil Code section 1668 (covering fraud, willful injury, and violations of law).
(b) The damages cap in Section 17.1 and the exclusions in Section 17.2 do not apply to your non-waivable statutory remedies.
(c) For Consumer claims, the aggregate liability cap in Section 17.1 is the greater of the Solis Protocol Fees you paid in connection with the Matter and US$1,000.
18. Indemnification by User
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Solis and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or of the rights of any third party; (d) the underlying dispute, settlement, or Matter to which you are a party, including any claim by a counterparty, a Neutral, or any other person concerning that Matter; and (e) any information you provide through the Service, including wallet addresses and party information. Solis reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Solis’s defense. You will not settle any such claim in a manner that imposes any obligation or admission on Solis without Solis’s prior written consent.
If you are a Consumer, your indemnification obligation under Section 18 is limited to claims arising out of your (a) breach of these Terms, (b) violation of applicable law, or (c) misrepresentation of your identity or authority. The remaining indemnification obligations in Section 18 do not apply to Consumers.
19. Dispute Resolution Between User and Solis
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES BETWEEN YOU AND SOLIS TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
This Section governs disputes between you and Solis. It does not govern the underlying dispute or settlement between a Payor and a Recipient, which is addressed by the Universal Settlement Agreement (see Sections 7 and 19.7).
19.1 Governing Law.
These Terms, and any dispute between you and Solis, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by applicable U.S. federal law, including the Federal Arbitration Act. The Universal Settlement Agreement is separately governed by New York law under its own terms.
19.2 Informal Resolution.
Before commencing arbitration, you and Solis agree to attempt to resolve the dispute informally for at least 60 days after written notice of the dispute, which must describe the dispute and the relief sought. Notice to Solis is given at the address in Section 22.
19.3 Binding Arbitration.
If the dispute is not resolved informally, it will be finally settled by binding arbitration administered by JAMS under its applicable rules, before a single arbitrator, seated in Delaware and conducted in English. The arbitrator has authority to decide all issues, except that a court of competent jurisdiction decides the enforceability of the class-action waiver in Section 19.4. Judgment on the award may be entered in any court of competent jurisdiction.
19.4 Class-Action and Jury-Trial Waiver.
To the fullest extent permitted by law, you and Solis each waive any right to a jury trial and agree that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding.
19.5 Small-Claims Exception.
Notwithstanding the foregoing, either party may bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies and remains in that court.
19.6 Distinction From Disputes Between Payor and Recipient.
This Section governs disputes between you and Solis only. The settlement of the underlying dispute between a Payor and a Recipient, and any dispute about that settlement, is governed by the Universal Settlement Agreement and applicable law, not by this Section. Nothing in this Section requires a Payor and a Recipient to arbitrate their dispute with each other.
19.7 Consumer Exclusions.
If you are a Consumer, Section 19 is modified as follows:
(a) Right to Opt Out of Arbitration. You may opt out of the agreement to arbitrate by sending written notice to Solis at the address in Section 22 within 30 days after you first accept these Terms. If you opt out, neither you nor Solis is required to arbitrate, and disputes may be brought in a court of competent jurisdiction.
(b) Consumer Arbitration Rules. Any arbitration involving a Consumer will be administered under the JAMS Consumer Arbitration Minimum Standards and the applicable JAMS rules, which control over any conflicting provision of Section 19.
(c) Arbitration Fees. Solis will pay the arbitration provider’s filing, administrative, and arbitrator fees that exceed the amount you would have paid to file the same claim in court, to the extent required by the applicable Consumer Arbitration Rules.
(d) Hearing Location. You may elect to have any in-person hearing held in the county (or equivalent) of your residence, or to participate by telephone or videoconference.
(e) Public Injunctive Relief. Nothing in these Terms waives your right to seek public injunctive relief. A claim for public injunctive relief may be brought in court, and the class-action waiver in Section 19.4 does not bar such a claim.
(f) Preservation of Non-Waivable Rights. Nothing in Section 19 waives any right or remedy that cannot be waived under the consumer-protection law applicable to you.
(g) Coordinated or Mass Arbitration. Where multiple similar Consumer claims are filed against Solis, the arbitration provider’s mass- or coordinated-arbitration procedures apply.
20. Term and Termination
20.1 Term.
These Terms apply from your first access to or use of the Service and remain in effect while you use it, until terminated as provided in this Section.
20.2 Suspension or Termination by Solis.
Solis may suspend or terminate your access to the off-chain components of the Service at any time, with or without notice, including for a violation of these Terms or to comply with law. Because the smart contracts are deployed on a public network, suspension or termination of your access to the interface does not, by itself, affect a Matter already deployed on-chain.
20.3 Effect of Termination on Pending Matters.
A Matter already recorded on-chain continues to be governed by the Escrow Contract and resolves according to its terms — acceptance, rejection, expiration, or refund — regardless of any termination of these Terms or of your access to the interface. Except for the limited pause described in Section 3.3, Solis cannot reverse, redirect, or alter an on-chain Matter, and cannot take the funds.
20.4 Survival.
Provisions that by their nature should survive termination will survive, including Sections 8, 11, 12, 15, 16, 17, 18, 19, and 21, together with any accrued payment or indemnification obligations.
21. General Provisions
21.1 Entire Agreement.
These Terms, together with the Privacy Policy and any supplemental terms incorporated by reference, constitute the entire agreement between you and Solis regarding the Service and supersede all prior or contemporaneous understandings on that subject.
21.2 Severability.
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
21.3 No Waiver.
Solis’s failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. Any waiver must be in writing to be effective.
21.4 Assignment.
You may not assign or transfer these Terms, by operation of law or otherwise, without Solis’s prior written consent. Solis may assign these Terms without restriction. Any attempted assignment in violation of this Section is void.
21.5 No Third-Party Beneficiaries.
Except for Solis’s affiliates and the other persons released, disclaimed in favor of, or indemnified under these Terms, these Terms do not create any third-party beneficiary rights.
21.6 Force Majeure.
Solis will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor conditions, governmental action, network or infrastructure failures, or disruptions of the Ethereum network or other third-party systems.
21.7 Notices.
Solis may provide notices to you through the Service, by email or other contact information you provide, or by posting to the Solis website. You may provide notices to Solis at the contact information set out in Section 22.
21.8 Electronic Communications Consent.
You consent to receive communications from Solis in electronic form, and you agree that all agreements, notices, disclosures, and other communications Solis provides electronically satisfy any legal requirement that such communications be in writing. This consent is in addition to the electronic-signature provisions in Sections 5 and 7.
21.9 Headings; Construction.
Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter.
21.10 Language.
These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls in the event of any conflict.
21.11 Non-Waivable Consumer Rights.
Nothing in these Terms waives, limits, or excludes any right or remedy that cannot be waived, limited, or excluded under the consumer-protection law applicable to you. Any provision of these Terms that would do so is limited or severed to the minimum extent necessary, and the remainder of these Terms remains in full force and effect. This includes, without limitation, your right to seek public injunctive relief, which is preserved as set out in Section 19.7, and any non-waivable right to bring a qualifying claim in a small-claims court.
22. Contact Information
Questions or notices regarding these Terms or the Service may be directed to Solis at legal@solis.network.
Appendix A — License
The Standard Terms of the Universal Settlement Agreement are made available under the Creative Commons Attribution 4.0 International License (CC BY 4.0), available at https://creativecommons.org/licenses/by/4.0/. You are free to use, share, and adapt the Standard Terms, including for commercial purposes, provided you give appropriate attribution as required by that license.
Appendix B — Fee Schedule
Solis Protocol Fee: 2% of the settlement amount, charged only upon a successfully completed settlement. The fee is added to the Payor’s total (settlement amount plus any Neutral fee plus the 2% fee), so the Recipient receives the full settlement amount. There is no subscription and no upfront fee. Any Neutral fee is set per Matter by the Neutral or the parties and is separate from the Solis Protocol Fee. Network gas fees (paid in ETH) are separate and are not payable to Solis.