Journa Affiliate Program Terms & Conditions

These terms and conditions (this “Agreement”) govern the program under which an authorized marketing affiliate (“Affiliate”) may advertise our eligible Products (as defined below) to receive Commissions (as defined below) on eligible sales of such Products purchased by customers who are referred to us by such Affiliate through the eligible means set forth herein (the “Journa Affiliate Program”). The Journa Affiliate Program is hosted on Refersion.com (the “Refersion Site”), subject to the Refersion™ Terms of Service found on the Refersion Site. “Our Site” refers to www.journahealth.com, a website operated by Solarea Bio, Inc. (“Solarea”) using the brand name Journa Health. Throughout this Agreement, the terms “Journa Health,” “Journa,” “we,” “us,” and “our” refer to Solarea.

Please read this entire Agreement carefully before applying to the Journa Affiliate Program or promoting Journa Health or its Products as an Affiliate. Any participation in the Journa Affiliate Program by you (“you” or “your”) as an Affiliate of ours is conditioned upon your acknowledgement and acceptance of, and agreement to, all terms, conditions, policies, and notices stated herein. By submitting an application to the Journa Affiliate Program through the Refersion Site, you thereby agree to be bound by this Agreement, including, without limitation, any additional terms, conditions, policies, and notices referenced herein. If you do not agree to all terms, conditions, policies, and notices stated herein, then you are not authorized to participate in the Journa Affiliate Program.

1.     Application Acceptance: 

Notwithstanding any provision to the contrary set forth in this Agreement, you may not participate in the Journa Affiliate Program unless and until you have completed and submitted an application to the Journa Affiliate Program on the Refersion Site and we have expressly approved your application. We reserve the right to approve or reject any application to the Journa Affiliate Program in our sole and absolute discretion. You will have no legal recourse against us for any rejection or withholding of acceptance of your Journa Affiliate Program application.

2.     Products:

Approved Affiliates will be permitted to market and receive Commissions on eligible sales of only those of our products and services that we expressly include as part of the Journa Affiliate Program from time to time in our sole discretion (collectively, “Products”). We reserve the right to exclude or remove any Product from the Journa Affiliate Program in our sole discretion at any time without prior notice.

3.     Promotional Activities:

The Journa Affiliate Program is designed for Affiliates to promote Products via their legitimate channels of business or influence only. Notwithstanding the foregoing, promotion of Products via paid traffic (including, without limitation, any adword campaign), paid media or advertising platforms or channels, re-targeting, re-selling (including, without limitation, through Amazon, Ebay, Walmart.com, or other third-party resellers or third-party reseller websites), or discount and/or coupon site is not permitted, and Commissions will not be paid on any sales resulting from any such promotion.

Except as otherwise expressly approved by us in writing, you may not advertise, market, or otherwise promote our Products to any customers outside the United States.

You will not make any false, unsubstantiated, or misleading claims about the Products. In the event that we provide you with promotional materials for use in advertising or marketing our Products, you will not alter or modify such promotional materials in any manner without our prior written approval, except to add your unique Affiliate link and/or referral code for use by potential customers. You will use only the most up-to-date promotional materials made available to you by us.

You will not make any statement or take any action that does or would reasonably be expected to disparage, tarnish, or adversely affect our business, products, services, reputation, or Trademarks (as defined below) or the goodwill associated therewith.

You will comply with all (a) applicable federal, state, and local laws, rules, regulations, requirements, and guidelines, including, without limitation, those governing marketing emails and all other anti-spam laws, all applicable Federal Trade Commission regulations (including, without limitation, any requirements thereof pertaining to disclosure by Affiliates of their paid Affiliate relationship with us), and all other applicable influencer marketing and consumer protection laws, (b) applicable codes of professional conduct and medical licensure requirements, (c) promotional guidelines that are provided to you by or on behalf of us from time to time, and (d) applicable Refersion Site terms and conditions.

If you are a licensed medical professional, then you will promptly notify us in writing in the event that (i) your medical license in any jurisdiction expires or is suspended, revoked, or otherwise terminated (including, without limitation, due to misconduct), or (ii) you become the subject of any investigation or proceeding that threatens or may result in any such suspension, revocation, or termination.

You understand that we may monitor your Posts (as defined below) for compliance with the terms of this Agreement, our brand guidelines, and any other requirements determined by us in our sole discretion from time to time. If, at any time, we determine, in our sole discretion, that a Post does not comply with the terms herein or is otherwise unacceptable or non-compliant with our requirements, then you will immediately remove and delete such Post.

4.     Commissions:

Except as otherwise provided herein, if and for so long as you are approved as an Affiliate, you will be eligible to receive the following monthly commissions: (a) a 10% commission on the sales price of the first 59 units of our Product that are purchased on Our Site by referrals of yours using your unique Affiliate link and/or referral code during such month (each such purchased unit of our Product, an “Eligible Referred Unit”) and (b) a 15% commission on the sales price of any additional Eligible Referred Units purchased during such month thereafter (collectively, “Commissions”). For clarity, the foregoing calculation will reset at the beginning of each month.   

You may only receive up to one Commission per Eligible Referred Unit purchased. You will not receive a Commission on your own purchases. Commission payments will only be made for purchases that have been successfully completed. Commissions will not be payable on purchases that result in charge backs, returns, or refunds. In the event any such amounts are paid out, such amounts will be credited against future Commissions earned.

Subject to any U.S. federal or state holidays, Commissions (if any) will be paid once per month via the PayPal payment platform. It is your responsibility to ensure your Refersion Site account details (and, as applicable, PayPal account details) are accurate and up-to-date in order to receive payment.

You acknowledge and agree that the Commission-related terms and conditions of this Agreement (including, without limitation, the Commission rates set forth herein and on the Refersion Site page for the Journa Affiliate Program, whether applicable to one-time purchases of Eligible Referred Units, purchases of Eligible Referred Units made pursuant to an ongoing subscription, or otherwise) may be modified by us at any time. We will provide you with reasonable notice of any such modifications, which will be posted on the Refersion Site page for the Journa Affiliate Program. If any modification to the Commission-related terms and conditions of this Agreement are unacceptable to you, then you may terminate your Affiliate account and your participation in the Journa Affiliate Program. Your continuing participation in the Journa Affiliate Program will constitute your acceptance of any changes.

You further acknowledge and agree that we may change the prices of our Products at any time in our sole discretion.

5.     Copyrights:

You acknowledge and agree that, as between you and us, all promotional material provided to you by or on behalf of us and any content included on Our Site, including, without limitation, information, data, software, photographs, graphs, typefaces, graphics, images, illustrations, maps, designs, icons, written and other material, and compilations (collectively, “Content”) are and will remain intellectual property and copyrighted works of ours. Further, you hereby agree that any and all third-party Content provided to you by us or appearing on Our Site are and will remain the property of the respective owner(s) thereof. Except as expressly provided otherwise in this Agreement, nothing may or will be construed to confer to you any license to or ownership right in any Content or other materials published or otherwise made available by or on behalf of us or through Our Site, whether by estoppel, implication, or otherwise. All rights not granted to you in this Agreement are expressly reserved by us.

6.     Trademarks:

As between you and us, the JOURNA, JOURNA HEALTH, SOLAREA, and SOLAREA BIO marks and any and all other trademarks, logos, trade names, and other indicia of origin appearing on Our Site or promotional materials or otherwise in connection with our Products (“Trademarks”) and all goodwill associated therewith are and will remain intellectual property owned by us. Further, you hereby agree that any and all third-party Trademarks appearing on Our Site or in connection with our Products and all goodwill associated therewith are and will remain the property of their respective owners. Except as expressly provided otherwise in this Agreement, nothing may or will be construed to confer to you any license to or ownership right in any Trademark, whether by estoppel, implication, or otherwise. All rights not granted to you in this Agreement are expressly reserved by us.

7.     Termination:

This Agreement will remain in effect unless and until it is terminated by us.

Notwithstanding the foregoing, your status as an Affiliate and your participation in the Journa Affiliate Program may be suspended or terminated for any of the following reasons:

●      Inappropriate advertisements (false claims, misleading hyperlinks, etc.).

●      Spamming (mass email, mass newsgroup posting, etc.).

●      Advertising on sites containing or promoting illegal activities.

●      Failure to disclose the Affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.

●      Self referrals, fraudulent transactions, or suspected Affiliate fraud.

●      Breach of any terms or conditions of this Agreement.

In addition to the foregoing, we may terminate or suspend your status as an Affiliate or your participation in the Journa Affiliate Program for any reason or no reason in our sole discretion at any time without prior notice.

Upon termination or suspension, you will immediately discontinue use of all links, codes, logos, banners, and promotional materials provided to you by or on behalf of us and will no longer be eligible to be paid commissions under this Agreement following such termination or during such suspension.

8.     Indemnification:

You agree to indemnify, defend, and hold harmless Solarea and its affiliates, and its and their respective officers, directors, employees, owners, agents, representatives, successors, and assigns (collectively, “Solarea Parties”), from and against any claims, judgements, damages, liability, settlements, losses, costs, and expenses, including, without limitation, reasonable attorney’s fees and disbursements, arising from or relating to any breach by you of your obligations hereunder.

9.     Disclaimer of Warranties; Liability:

YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, ANY PARTICIPATION BY YOU IN THE JOURNA AFFILIATE PROGRAM IS AT YOUR SOLE RISK AND WITHOUT ANY GUARANTY, REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND MADE BY US.

IN NO EVENT WILL WE OR ANY OTHER SOLAREA PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST REVENUE, LOST COMMISSIONS OR SIMILAR DAMAGES), WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE JOURNA AFFILIATE PROGRAM. IN NO EVENT WILL THE SOLAREA PARTIES’ TOTAL LIABILITY TO YOU ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE JOURNA AFFILIATE PROGRAM EXCEED THE COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

10.  Independent Contractor:

You understand that you are an independent contractor of ours, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind us and will not make any agreements or representations on our behalf without our prior written consent.

We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including, without limitation, unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including, without limitation, penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.

11.  Affiliate Comments:

If (a) you provide to us certain specific submissions (for example, feedback on a Product or promotional materials), (b) you post any promotional materials or other content related to Products, Journa, or any other subject matter related to the Journa Affiliate Program, including, without limitation, any such content posted on your personal or business social media account(s) or website(s) (“Posts”), or (c) you otherwise provide to us creative ideas, suggestions, proposals, plans, product or sample reviews, or other materials, comments, or ideas, whether verbally, online (including, without limitation, through the Refersion Site or Our Site or on your personal or business social media account(s) or website(s)), by email, by postal mail, or otherwise (collectively ((a)-(c)), “comments”), then you hereby grant us and our affiliates an exclusive, perpetual, sublicensable, transferable, royalty-free, fully paid-up, and worldwide right and license to, at any time, without restriction, edit, copy, publish (including, without limitation, reposting any Posts on Our Site, our other websites, or our social media accounts), distribute, translate, use, and otherwise exploit in any medium any Posts or other comments. We are and will be under no obligation (i) to maintain any comments in confidence, (ii) to pay compensation for any comments, or (iii) to respond to any comments. You further agree that we have your permission and consent to, but have no obligation to, use, disclose, and display your name, image, likeness, and other indicia of personal identity in association with your comments, and you hereby waive your rights of publicity in connection therewith.

You agree and hereby represent and warrant that any comments you provide to us will not violate any right of any third party, including, without limitation, any copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your comments will be truthful and accurate and will not contain libelous or otherwise unlawful, abusive, or obscene material, or any computer virus or other malware that could in any way affect the operation of the Refersion Site, Our Site, or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin or veracity of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments provided by you.

12.  Privacy Policy:

By signing up to the Journa Affiliate Program, you represent, warrant, and confirm that you have read, understood, and agreed to the Journa Affiliate Program Privacy Policy (“Affiliate Privacy Policy”) located on the Refersion Site page for the Journa Affiliate Program (the terms of which are incorporated herein by reference) and agree that the terms of the Affiliate Privacy Policy are reasonable and satisfactory to you. Your submission of any personal information through the Journa Affiliate Program is governed by the Affiliate Privacy Policy as it is in effect at the time. By signing up to the Journa Affiliate Program, you consent to the use of your personal information by us, our affiliates, and our and their respective officers, directors, employees, owners, agents, contractors, suppliers, distributors, vendors, service providers, subcontractors, licensees, licensors, representatives, successors, and assigns for the purposes set forth in, and according to the terms of, the Affiliate Privacy Policy, including, without limitation, for contacting you concerning marketing, Products, and updates to your Affiliate account. If you are not a resident of the United States, you hereby acknowledge and agree that the personal information you submit may be transferred to the United States and processed by or on behalf of us for purposes of the Journa Affiliate Program or for such other purposes as set forth in the Affiliate Privacy Policy.

We may change the Affiliate Privacy Policy at any time and any such changes will be posted on the ‘Privacy Policy’ section of the Refersion Site page for the Journa Affiliate Program. If any modification to the terms and conditions of the Affiliate Privacy Policy are unacceptable to you, then you may terminate your Affiliate account and your participation in the Journa Affiliate Program. Your continuing participation in the Journa Affiliate Program will constitute your acceptance of any changes.  

Further, in the event that you visit or use Our Site for any reason or purpose, you thereby acknowledge and agree to be bound by the Terms of Service and Privacy Policy of Our Site, which can be viewed at https://www.journahealth.com/terms and https://www.journahealth.com/privacy-policy, respectively.

13.  Entire Agreement:

This Agreement and any policies or operating rules posted by us on the Refersion Site page for the Journa Affiliate Program or in respect to the Journa Affiliate Program constitutes the entire agreement and understanding between you and us and governs any participation by you in the Journa Affiliate Program, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us with respect to the subject matter hereof (including, without limitation, any prior versions of this Agreement).

14.  Severability:

If any provision of this Agreement is determined to be unlawful, void, or unenforceable, then such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion of such provision will be deemed to be severed from this Agreement, and such determination will not affect the validity or enforceability of any other remaining provisions of this Agreement, which will remain in full force and effect.

15.  Modifications; Waiver:

This Agreement may be modified by us at any time and any such modifications will be posted on the Refersion Site page for the Journa Affiliate Program. If any modification to the terms and conditions of this Agreement are unacceptable to you, then you may terminate your Affiliate account and your participation in the Journa Affiliate Program. Your continuing participation in the Journa Affiliate Program will constitute your acceptance of any changes.

No failure or delay by us in exercising or enforcing any right or obligation under, or provision of, this Agreement will constitute a waiver of such right, obligation, or provision or prevent us from further exercising or enforcing any such right, obligation, or provision in the future.

16.  Governing Law:

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of law principles thereof. 

17.  Mandatory Arbitration; Exclusions:

Except as otherwise expressly provided herein, any claim or dispute (whether in contract, tort, or otherwise) between you and us arising from or relating in any way to this Agreement or your participation in the Journa Affiliate Program will be resolved exclusively and finally by binding arbitration rather than in court and you agree to give up any rights to litigate such claims or disputes in a court or before a jury or to participate in a class action or representative action with respect to any such claim or dispute. Any such claim or dispute will be settled under the Commercial Arbitration Rules of the American Arbitration Association (AAA) by one or more arbitrators appointed in accordance with such Rules, as amended by this Agreement. The Commercial Arbitration Rules are available online. The Federal Arbitration Act will govern the interpretation and enforcement of this paragraph. The place of arbitration will be Boston, Massachusetts. The arbitrator(s), and not any federal, state, or local court or agency, will have exclusive authority to resolve any claim or dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, without limitation, any claim that all or any part of this Agreement is void or voidable. The arbitrator will be empowered to grant whatever relief could be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Each party to such arbitration will bear its own costs of arbitration; provided that the fees and charges of the arbitrator(s), if any, will be shared equally by such parties except to the extent the arbitrator(s) determine(s) that one party should bear all or a larger portion of such fees and charges, in which case the parties will be responsible for their respective portions of such fees and charges as so determined. You agree that any such arbitration proceedings, including, without limitation, any facts relating thereto and the results thereof, will remain strictly confidential and may not be disclosed by you to any third party.

You agree that a breach of this Agreement will cause irreparable injury to Solarea for which monetary damages would not be an adequate remedy and Solarea will be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages. No provision of this Agreement requiring the resolution of any claims or disputes by arbitration will preclude us from seeking interim or provisional relief in a court of competent jurisdiction, including, without limitation, a temporary restraining order, preliminary injunction, or other interim equitable relief concerning any such claim or dispute, if necessary (in our sole determination) to protect our interests. Any such claims or disputes referred by us to litigation will be subject to the exclusive jurisdiction and venue of the state or federal courts located in the state or federal court of competent jurisdiction located in Boston, Massachusetts, and you hereby consent to the personal jurisdiction thereof with respect to such claims or disputes.

18.  Contact Information:     

Questions about this Agreement should be sent to us at [email protected]. 

Journa Affiliate Program

Privacy Policy

Effective Date: November 22, 2024

1. Introduction

This Privacy Policy (this “Privacy Policy”) describes the Personal Information and other information that Solarea Bio, Inc. (“Solarea,” “we,” “us,” or “our”) may collect, and how Solarea collects, uses and discloses such information when you access or use our website made available at www.journahealth.com, a website operated by Solarea using the brand name Journa Health.  (the “Website”), as well as your choices related to your Personal Information.  By accessing or using the Website, you acknowledge and consent to the practices described in this Privacy Policy regarding our collection, use and disclosure of your Personal Information. If you do not acknowledge and consent to the terms of this Privacy Policy, you may not use the Website. Please note that some privacy rights and obligations may differ in certain locations based on local law, in which case Solarea will comply with local legal requirements.

2. The Personal Information We Collect

When you access or use the Website, Solarea may collect Personal Information in the following ways:

●      Information You Provide to Solarea: We collect information you provide directly to us. For example, we collect information when you create an account, apply to the Journa affiliate program, participate in any interactive features of the Website, fill out a form, make a purchase, request customer support, use our Website or otherwise communicate with us. The types of information we may collect include: (1) identifiers, such as your full name, phone number, email address, postal mail address, unique personal identifier, online identifier, internet protocol address, (2) commercial information, (3) professional or employment-related information such as a health care provider’s NPI number and other professional information, company name, company payment information, and business contact information (e.g., business phone number, address, or email); and (4) any other information you choose to provide.

●      Information About Your Use of the Website

°       Usage Information: When you use the Website, Solarea may collect information about your use of the Website, including the way you respond to us when we send you emails or communications or your preferences when you interact with our Website. Solarea may use this data to analyze trends and statistics to improve your online experience or our customer service. 

°       Information We Collect Automatically: When you access or use our Website, we automatically collect information about you, including:

●      Log Information: We log information about your use of the Website, including the type of browser you use, access times, pages viewed, your IP address, your general location and the page you visited before navigating to our Website.

●      Device Information: We collect information about the computer or mobile device you use to access our Website, including the hardware model, operating system and version, unique device identifiers and mobile network information.

4. Use of Information Collected by Solarea

Solarea may use Personal Information about you for various purposes, including to:

●      Provide, maintain and improve our Website and provide you with relevant information;

●      Process transactions and send you transaction-related information;

●      Send you technical notices, updates, security alerts and support and administrative messages;

●      Respond to your comments, questions and requests and provide customer service;

●      Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, and prosecute those responsible for that activity;

●      Detect, investigate and prevent fraudulent transactions and other illegal activities and protect the rights and property of Solarea and others;

●      Comply with our legal and financial obligations; and

●      Carry out any other purpose described to you at the time the information was collected.

Communication Preferences. By creating an account or otherwise providing your email address, you consent to receive electronic communications from Solarea (e.g., via email or by posting notices on our Website). These communications may include notices about your account (e.g., transaction receipts, password changes and other transactional information) or other communications that we believe may be of interest to you, each of which are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You may manage your communication preferences by clicking the unsubscribe feature included in the email you receive. Please note that if you opt-out of receiving marketing-related emails from Solarea, you may still receive important administrative messages, from which you cannot opt-out.

5. Data Collection Technologies

We and our service providers may use various tracking technologies, including cookies and web beacons, to collect information about you when you interact with our Website. Cookies are small data files stored on your hard drive or in device memory that help us improve the Website and your experience, see which areas and features of the Website are popular, and count visits. Web beacons are electronic images that may be used on the Website or emails and help deliver cookies, count visits and understand usage and campaign effectiveness. Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our Website.

Advertising and Analytics Services Provided by Others. We may allow others to serve advertisements on our behalf across the Internet and to provide analytics services. These entities may use cookies, web beacons, device identifiers, and other technologies to collect information about your use of the Website and other websites, including your IP address, web browser, mobile network information, pages viewed, time spent on pages, links clicked and conversion information. This information may be used by Solarea and others to, among other things, analyze and track data, determine the popularity of certain content and better understand your online activity. For more information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes, please visit www.aboutads.info/choices.

Notice concerning Do Not Track. Do Not Track is a privacy preference that users can set in certain web browsers. We are committed to providing you with meaningful choices about the information collected on our Website for third-party purposes, and that is why we provide the variety of opt-out mechanisms listed above. Some web browsers offer users a “Do Not Track” privacy preference setting in the web browser. We do not currently recognize or respond to browser-initiated Do Not Track signals.  Please note that “Do Not Track” is a distinct privacy mechanism from the browser-based opt out signals referenced above, which Solarea does honor in accordance with applicable law.

6. Disclosing Your Information

We may share information about you, including Personal Information, as follows, or as otherwise described in this Privacy Policy:

●      With vendors, consultants and other service providers who need access to such information to carry out work or perform services on our behalf;

●      In response to requests from local, state, provincial or federal law enforcement officials, any judicial, administrative or similar proceeding or order, such as a subpoena if we believe disclosure is in accordance with, or required by any applicable law;

●      If we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property and safety of Solarea and others;

●      To investigate suspected fraud, harassment, physical threats, or other violations of any law, rule or regulation, the Website’s rules or policies, or the rights of third parties or to investigate any suspected conduct which we deem improper;

●      In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business by another company;

●      Between and among Solarea and our current and future parents, affiliates, subsidiaries, and other companies under common control and ownership;

●      With your consent or at your direction;

●      To comply with transparency or other public reporting obligations; and

●      As otherwise permitted or required by law.

7. Your Privacy Rights

Individuals in certain jurisdictions may have legal rights with respect to their Personal Information.  You may have the right to: (i) request additional disclosures about the Personal Information we collect, use, and share; (ii) request access to and deletion of your Personal Information, subject to certain exceptions; (iii) opt out of the sale and sharing of your Personal Information; (iv) correct inaccurate Personal Information that we maintain about you; (v) limit the use and disclosure of sensitive Personal Information; and (vi) obtain a copy of your Personal Information. We will not discriminate against you for exercising any of these rights.

Methods for submitting requests. If you wish to exercise any of these rights, please email [email protected] with the phrase “Privacy Rights” in the subject line. You may also send a request to us via mail at Solarea Bio, Inc., 100 Beaver Street, Waltham, MA 02453 (please mark the envelope ‘Data Protection Officer’), or call us toll-free at +1 (833) 456-8762. We will process your request within the timeframe provided by applicable law. The rights described herein are not absolute and we reserve all of our rights available to us at law in this regard. You may have the right to appeal our decision with respect to a request you have submitted by emailing us at [email protected]. Additionally, if we retain your Personal Information only in de-identified form, we will not attempt to re-identify your data in response to a privacy rights request.

If you make a request related to Personal Information about you, you will be required to supply a valid means of identification as a security precaution. We will verify your identity with a reasonably high degree of certainty using the following procedure where feasible: we will match identifying information you provide when making the request to the Personal Information maintained by us, or use a third-party identity verification service. If it is necessary to collect additional information, we will use the information only for verification purposes and will delete it as soon as practicable after complying with your request. For requests related to particularly sensitive information, we may require additional proof of your identity.

Authorized Agents. You may use an authorized agent to submit a right to know or right to deletion request. When we verify your agent’s request, we may verify both your and your agent’s identity and request a signed document from you that authorizes your agent to make the request for you. To protect your Personal Information, we reserve the right to deny a request from an agent that does not submit adequate proof that you authorized them to act for you.

Sales and Sharing of Personal Information. Under the CCPA, a ‘sale’ is defined broadly to include disclosing or making available Personal Information to a third-party in exchange for monetary compensation or other benefits or value, and ‘share’ broadly includes disclosing or making available Personal Information to a third party for purposes of cross-context behavioral advertising. As such, while we do not disclose Personal Information to third parties in exchange for monetary compensation, we may, pursuant to the CCPA or other applicable law, sell or share Personal Information with advertising networks and third party ad companies and data analytics providers in order to analyze use of the Website, optimize and develop our products and services, improve and measure our ad campaigns, and reach users with more relevant ads and content. However, we do not knowingly sell or share Personal Information about individuals who are younger than 16.

Verification. When you exercise your right to know or right to delete, we will take steps to verify your identity with a reasonably high degree of certainty before processing your request. We may ask for additional information so that we can verify your identity. If it is necessary to collect additional information, we will use the information only for verification purposes and will delete it as soon as practicable after complying with your request. We will only use the personal information you provide to us in response to this request to verify your identity and to process your request, unless you initially provided the information for another purpose. We cannot respond to your request or provide you with Personal Information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you.

Shine the Light: Individuals who are California residents may request (i) a list of categories of Personal Information disclosed to third parties during the immediately preceding calendar year for those third parties’ own direct marketing purposes; and (ii) a list of the categories of third parties to whom we disclosed such information. To exercise a request, please send us an email or a letter to the addresses in the section entitled "Contact Us" below and specify you are making a "California Shine the Light” request. We may require additional information from you to allow us to verify your identity and are only required to respond to requests once during any calendar year.

8. Security of Personal Information

Solarea has reasonable and appropriate safeguards in place to help protect the Personal Information Solarea collects from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Although Solarea attempts to protect the Personal Information in our possession, no security system is perfect, and Solarea cannot promise that your Personal Information will remain absolutely secure in all circumstances.

9. Retention of Personal Information

Solarea will retain your Personal Information as needed to fulfill the purposes for which it was collected. Solarea will retain and use your Personal Information as necessary to comply with Solarea’s business requirements, legal obligations, resolve disputes, protect our assets, and enforce our agreements.

10. Links to Third Party Websites

Our Website may contain certain links to third party websites. Solarea is not responsible or liable for the privacy practices or content found on these websites. You should check the privacy notice and policies of each website you visit. Links to third party websites are provided solely for your convenience and any use or submission of data to such websites shall be at your sole risk.

11. Transfer of Information to the United States and Other Countries

We are based in the United States and the information we collect is governed by U.S. law. By accessing or using the Website or otherwise providing information to us, you consent to the processing and transfer of information in and to the U.S.

12. Changes to the Privacy Policy

Solarea may change this Privacy Policy at any time. Unless we say otherwise, changes will be effective upon the last updated date at the top of this Privacy Policy. Please check this Privacy Policy regularly to ensure that you are aware of any changes. We may try to notify you of material changes to this Privacy Policy, which if we do so may be by means such as by posting a notice directly on the Website, by sending an e-mail notification (if you have provided your e-mail address to us), or by other reasonable methods. In any event, if you use the Website after changes to this Privacy Policy, you have accepted the changes. If you do not agree with the changes, please stop using the Website.

13. Contact Us

If you have any questions or concerns related to this Privacy Policy, please contact us at:

[email protected]