Smoresels.com – Terms and Conditions
Please find below two separate sets of terms and conditions:
(i) A Website as a Service Agreement which applies to all our clients, or corporate customers who create an account with Smoresels.com for use of the website; and
(ii) An End User License Agreement which applies to all individual, authorized users of the website. If you are not sure which set of terms and conditions apply to you, please contact us at firstname.lastname@example.org.
(A) SMORESELS.com AS A SERVICE AGREEMENT
Last Updated: 22 June 2019
By registering as a user of the Smoresels.com website, you are indicating that:
- you have read and agree to the terms and conditions of this agreement; and where you are representing yourself or a company, that you have authority to bind yourself or to that company.
- If you or your company do not agree to the terms and conditions of this agreement, you must immediately cancel your registration and stop all use of the Smoresels.com website.
Alternatively, if you and we have agreed in writing without hearsay on a separate set of terms and conditions, such separate signed and documented terms and conditions will apply in place of these.
Please note that this agreement contains terms and conditions relating to:
- the services which we provide to you via the Smoresels.com website, including our right to change those services (clause 1);
- restrictions on you or other authorized users use of the Smoresels.com website (clause 2 and 5);
- fees payable for the purchases on the Smoresels.com website (clause 7);
- our use of the data you feed into the Smoresels.com website (clause 11); and
- limitations and exclusions of our liability to you (clause 12).
This is only a summary of some of the key terms in this agreement. We strongly you suggest you read the entire agreement and print out a copy for future reference.
OUR AGREEMENT WITH YOU
Before we begin, below is a list of the terms which we will use in this agreement and their meanings:
Authorized Users: employees, agents, consultants or independent contractors of the Client who are authorized by the Client to use the Services and the Documentation, as more particularly described in (clause 3.1).
Authorized Employee: an employee of Smoresels.com who has a need to know or otherwise access Personal Data to enable Smoresels.com to perform their obligations under this Agreement.
Client : the person or company contracting with Smoresels.com under the terms and conditions of this agreement.
Client Data: the data inputted by an Authorized User or by Smoresels.com on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.
Confidential Information: information that is proprietary or confidential and is clearly labelled or conveyed as such, or information that would be regarded as confidential by the laws set forth of the United States of America.
Documentation : the document(s) made available to the Client by Smoresels.com online via https://www.smoresels.com or such other web address notified by Smoresels.com to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
Fees: the fees payable by the Client to the Smoresels.com website for the purchases made on the Smoresels.com website.
Fee Schedule: the schedule of Fees as set out at: https://www.smoresels.com, or some other pricing methodology as agreed in writing between the Client and Smoresels.com.
Plan: A Club or Package of user subscriptions selected by the Client which entitles Authorized Users to access and use the Subscriptions, Services and the Documentation in accordance with this agreement, as further specified in the Fee Schedule.
Services: the services provided by Smoresels.com to the Client under this agreement via:
(i) the Smoresels.com website available at https://www.smoresels.com (or any other website notified to the Client by Smoresels.com from time to time); and
(ii) the ‘Smoresels.com’ mobile website, as are more particularly described in the Documentation.
Service Account: a connection made from the website to an external source of data such as a 3rd party API.
Website: the online website provided by Smoresels.com as part of the Services.
Support Services: the services provided by Smoresels.com to support and assist the Client’s use of the Services, as set out at https://www.smoresels.com or any other website address or document as may be notified to the Client by Smoresels.com.
Term: the term of this agreement, as defined in (clause 14.1).
1.1 During the Term, Smoresels.com will provide the Services to the Client on, and subject to, the terms of this agreement.
1.2 The purpose of the Services is to communicate information and data relating to the Client’s purchases on Smoresels.com and in accordance with metrics selected by Authorized Users. The Services do not provide an analysis of such information and data and are not intended to amount to advice on which the Client should rely. The Client must obtain professional or specialist advice before taking, or refraining from, any action based on the Services.
1.3 Smoresels.com will use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
(i) planned maintenance carried out during the maintenance window of 7:00 am to 11:00 am USA Eastern standard time; and
(ii) unplanned maintenance performed outside normal business hours, provided that Smoresels.com has used reasonable endeavors to give the Client at least 6 normal business hours’ notice in advance.
1.4 Smoresels.com will, as part of the Services and at no additional cost to the Client, provide the Client with Support Services during normal business hours. Smoresels.com may amend the availability of certain Support Services in its sole and absolute discretion from time to time. The Client may also purchase enhanced support services separately at Smoresels.com then current rates dependent upon the Clients use of Smoresels.com.
1.5 Smoresels.com may, from time to time during the Term:
(i) make new features, functionality, applications or tools available in respect of the Services;
(ii) modify the Software by issuing updates or new releases;
(iii) provided that such change does not adversely affect the then existing functionality of the Services.
1.6 The Client hereby acknowledge that certain Services, including Support Services, content, features or capacity, may not be available (in full or in part) depending on the above stated.
2. LICENSE AND USE RESTRICTIONS
2.1 Subject to the Client complying with all terms and conditions in this agreement, Smoresels.com hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorized Use to use the Services, Documentation and website during the Term solely for the Client’s operations on Smoresels.com.
2.2 The Client must not, and will procure that Unauthorized Users from the Clients account must not, access, store, distribute or transmit any viruses, or any material while its use of the Services (including a custom CSS feature, if applicable) that:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
(vi) in a manner that is otherwise illegal or causes damage or injury to any person or property, and
Smoresels.com reserves the right, without liability or prejudice to our other rights, to disable the Client’s and/or the Authorized Users’ access to all or part of the Services if Smoresels.com reasonably believes there has been (or might be) a breach of the provisions of this clause.
2.3 Except to the extent expressly permitted under this agreement, the Client undertakes that the Client will not, and will procure that Authorized Users will not:
(i) create and/or distribute any product or service which competes with the Services;
(ii) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the website and/or the Documentation in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website;
(iii) use the Services and/or Documentation to provide services to third parties;
(iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or the Documentation available to any third party except the Authorized Users; or
(v) attempt to obtain, or assist third parties in obtaining, access to the Services and/or the Documentation.
2.4 The Client must use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Smoresels.com at email@example.com.
2.5 The rights provided under this clause 2 are granted to the Client only and, in the absence of express written consent, will not be considered granted to any subsidiary or holding company of the Client.
3. AUTHORIZED USERS
3.1 In relation to the Authorized Users, the Client undertakes that:
(i) the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation will not exceed that permitted in the service it has purchased from time to time;
(ii) it will not allow any user account to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User will no longer have any right to access or use the Services and/or Documentation;
(iii) each Authorized User must keep a secure password for his or her use of the Services and Documentation and that each Authorized User must keep his or her password confidential.
3.2 If Smoresels.com discovers that the Client has underpaid Fees, then without prejudice to Smoresels.com’s other rights, the Client will pay to Smoresels.com an amount equal to such underpayment as calculated in accordance with the Fee Schedule within 10 working days of being notified of the underpayment.
3.3 In addition to the undertakings in clause 3.1 relating to the number of Authorized Users, the Client acknowledges that it is solely responsible for determining the permission rights (being either admin or read-only permission rights) of each Authorized User and for monitoring compliance with these permission rights and Smoresels.com will have no liability for the same.
3.4 The Client may, from time to time during any Term, request an upgrade or downgrade its Service by either clicking the relevant link on the website or application the Services are provided on or by contacting us with details of the request (including the Client’s account details) to the email address set out in clause 16.10. Provided all relevant information has been provided, the upgrade or downgrade will become effective, and access to the Services and Documentation (if applicable) will be updated, within one (1) working day of receipt of the Client’s request. Fees will be pro-rated for the remainder of the then-current payment period and Smoresels.com will either issue a credit note to the Client which can be debited against the following payment period, or add a corresponding amount to the Fees due in the following payment period (as appropriate).
4. SMORESELS.coms’s OBLIGATIONS
4.1 Smoresels.com undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable care and skill.
4.2 The undertaking at clause 4.1 will not apply to the extent of any non-conformance which is caused by a fault in third party API used to access Client Data, the use of the Services contrary to Smoresels.com’s instructions (including custom application design and implementation), or modification or alteration of the Services by any party other than Smoresels.com or Smoresels.com’s authorized contractors or agents. If the Services do not conform to the foregoing undertaking, Smoresels.com will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Client with an alternative means of achieving the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, the Client:
(i) does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements;
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
4.3 This agreement will not prevent Smoresels.com from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
5. CLIENT OBLIGATIONS
5.1 The Client shall:
(i) provide Smoresels.com with all necessary co-operation, information and access to such information in order to provide the Services;
(ii) comply with all applicable laws and regulations with respect to its activities under this agreement;
(iii) obtain and maintain all necessary licenses, consents, and permissions necessary for Smoresels.com to perform its obligations under this agreement, including the Services;
(iv) ensure that the Authorized Users use the Services and the Documentation in accordance with the terms and conditions of both this agreement and the End User License Agreement, including any and all user instructions for the Services in the Documentation, and will be responsible for any breach of this agreement by an Authorized User;
(v) upon request, provide Smoresels.com with such information about its Authorized Users as is reasonably required by Smoresels.com for the purpose of managing and enforcing the terms of the End User License Agreement with such persons;
(vi) ensure that its network and systems comply with the relevant specifications provided by Smoresels.com from time to time; and
(vii) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Smoresels.com data centers, and all problems, delays, delivery failures and all other loss or damage arising or relating to the Client’s network connections or telecommunications links or caused by the internet.
6. FREE TRIAL PERIOD
6.1 From time to time, Smoresels.com may, in its sole discretion, permit the Client to open an account (“Free Trial Account”) for use of certain Services, at no charge and for a limited period of time (“Trial Period”).
6.2 The Client acknowledges and agrees that the Services will cease to be provided at the end of the Trial Period if the Client have not at that time purchased a subscription-based Plan.
6.3 During the Trial Period, this agreement may be terminated immediately by Smoresels.com giving written notice to the Client for any reason. Smoresels.com also reserves the right to disable or restrict the Client’s access to the full range of Services without notice.
6.4 With the exception of clause 7 (payment) and any other clause which is inconsistent with this clause 6, the Client’s use of the Services and the Documentation in a Trial Period will otherwise be governed by the terms of this agreement.
7. PRICES AND PAYMENT
7.1 The Client must pay the Fees to Smoresels.com for the applicable Service in accordance with this clause 7 and the Fee Schedule.
7.2 On the date the Client registers for a subscription-based Plan and every month or year thereafter during the Term, depending on the payment plan selected by the Client, the Client must pay Smoresels.com the Fees. The method of payment will through Smoresels.com’s secure payment gateway.
7.3 All Fees due under this agreement will be payable in US Dollars, are non-refundable (except as set out in clause 3.4) and are exclusive of value added tax, which will be added to the bill at the appropriate rate where applicable.
7.4 If, for any reason, the Client does not pay Smoresels.com the Fees within 10 working days of the due date for payment, then, without limiting Smoresels.com remedies under clause 14: (i) the Client must pay interest on the overdue amount at the rate of 4% per annum above the Bank of America’s base rate from time to time. Such interest will accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Client must pay the interest together with the overdue amount; and
(i) Smoresels.com may suspend access to all or part of the Services, without any liability to the Client, and will be under no obligation to provide any or all the Services while the Fee(s) concerned remain unpaid.
7.5 Smoresels.com is entitled to increase the Fees, provided Smoresels.com gives the Client at least one month’s written notice of the change. Fee changes will take effect on the next billing date. The Fee Schedule will be deemed to have been amended accordingly.
The Client hereby gives Smoresels.com permission to refer to the Client and the Services provided to the Client under this agreement if applicable, and use the Client’s corporate logo in connection with the promotion of the Services in any media during the Term, including but not limited to the website www.smoresels.com.
9. INTELLECTUAL PROPERTY RIGHTS
The Client acknowledges and agrees that Smoresels.com and/or its licensors own all intellectual property rights in the Services, the website and the Documentation. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services, the website or the Documentation.
10.1 Each party may have access to Confidential Information of the other party under this agreement. A party’s Confidential Information does not include information that:
(i) is or becomes publicly known through no act or omission of the receiving party; or
(ii) was in the other party’s lawful possession prior to the disclosure; or
(iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each party must hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by the client, it’s employees, or agents in violation of the terms of this agreement.
10.4 This clause 10 will survive termination of this agreement for any reason.
11. CLIENT DATA
11.1 Smoresels.com will protect the security of all Client Data in accordance with its Security Policy.
11.2 The Client warrants that:
(i) in respect of Client Data of which it is the direct source, it owns all right, title and interest in and to such Client Data; or
(ii) in respect of Client Data of which a third party is the direct source, it:
(iii) owns all accounts through which a connection to an integration is created in order to access such Client Data; and
(iv) operates all websites, applications or platforms on which such Client Data is based.
11.3 The Client acknowledges that it and/or the third-party data source, not Smoresels.com, will have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Client Data.
11.4 Smoresels.com only accesses and processes Client Data for the purpose of performing the Services. Smoresels.com will not be responsible for any loss, destruction, alteration or disclosure of the Client Data caused by a third party.
11.5 If Smoresels.com processes any personal data (as such term is defined in the General Data Protection Regulations) on the Client’s behalf when performing its obligations under this agreement, the parties record their intention that the owner of Client Data (whether the Client or a third party) will, for the purposes of the General Data Protection Regulations, be the data controller and that Smoresls.com will be a data processor, and in such case:
(ii) the Client warrants that it is entitled to grant Smoresels.com access to the relevant personal data so that Smoresels.com may lawfully process the personal data in accordance with this agreement on the Client’s behalf; and
The Client must indemnify Smoresels.com against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use or misuse of the Services and/or the Documentation, provided that:
(i) the Client is given prompt notice of any such claim;
(ii) Smoresels.com provides reasonable co-operation to the Client in the defense and settlement of such claim, at the Client’s expense; and
(iii) the Client is given sole authority to defend or settle the claim.
13. LIMITATION OF LIABILITY
13.1 Except as expressly and specifically provided in this agreement:
(i) the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. Smoresels.com will have no liability for any damage caused by errors or omissions in any information, instructions or scrips provided to Smoresels.com by the Client in connection with the Services, including the Client Data, or any actions taken by Smoresels.com at the Client’s discretion;
(ii) all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement; and
(iii) the Services and Documentation are provided to the Client on an “as is” basis.
13.2 Nothing in this agreement excludes the liability of Smoresels.com for death or personal injury caused by Smoresels.com negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded under Federal law.
13.3 Subject to clause 13.2, Smoresels.com will not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss or corruption of data or information; or
(v) any pure economic loss; or
(vi) any special, indirect or consequential costs, damages, charges or expenses.
13.4 Subject to clause 13.2, Smoresels.com’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement will in all circumstances be limited to the amount actually paid by the Client to Smoresels.com under this agreement in the 12 months preceding the date on which the claim arose.
14. TERM AND TERMINATION
14.1 This agreement commences on the date the Client registers as a user of the Smoresels.com website Unless terminated earlier in accordance with clauses 14.2 – 14.4 (inclusive), this agreement will continue for either:
(i) continuous one-month periods; or
(ii) continuous annual periods,
depending on the payment period selected by the Client (the “Term”).
14.2 The Client may terminate this agreement at any time and for any reason, with immediate effect, by clicking the relevant link to cancel its account on the website or application the Services are provided on.
14.3 Smoresels.com may terminate this agreement, such termination to take effect at the end of the then-current subscription period, by giving prior written notice to the Client.
14.4 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(i) the other party fails to pay any amount due under this agreement on the due date for payment; or
(ii) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
(iii) the other party admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 101 of the Bankruptcy Reform Act of 1978, or takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
15. EFFECTS OF TERMINATION
15.1 Upon termination or expiry of this agreement for any reason:
(a) all licenses granted under this agreement will immediately terminate;
(b) each party must destroy or return to the other party (as directed by the other party):
(i) any materials, documentation and other items (and all copies of them) belonging to the other party (including the Documentation);
(ii) all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information,
including the erasure of the same from that party’s computer, communications systems and devices, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);
(iii) no Fees will be refunded;
(iv) all data stored by Smoresels.com under the Client’s account will be deleted and all connections to integrations will be disabled;
(v) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination will not be affected or prejudiced; and
(vi) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement will remain in full force and effect.
16.1 Force Majeure. Neither party will in any circumstances be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one (1) month, the party not affected may terminate this agreement by giving 10 working days’ written notice to the other party.
16.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
16.3 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, the other provisions or part provisions will remain in force and the invalid, illegal or unenforceable provision or part-provision will (where possible) apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.4 Entire Agreement. This agreement, and any documents referred to in it, constitute the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between then relating to the subject matter they cover. Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether in writing or not) of any person (whether party to this agreement or not), relating to the subject matter of this agreement, other than as expressly set out in this agreement.
16.5 Variation. No variation of this agreement will be effective unless it is in writing and signed by both of the parties (or their authorized representatives).
16.6 Assignment. The Client must not, without the prior written consent of Smoresels.com, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. Smoresels.com may at any time assign, transfer, charge, sub-contract or deal in any other manner with any or all its rights under this agreement.
16.7 No partnership or agency. Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.8 Third Party Rights. No one other than a party to this agreement, their successors and permitted assignees, will have any right to enforce any of its terms.
16.9 Rights and remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.10 Notices. Any notice given to a party under or in connection with this contract must be in writing and must be: (a) delivered by hand or by secure first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to firstname.lastname@example.org (for Smoresels.com) and the email address provided by the Client during registration (for the Client). Any notice will be deemed to have been received: (d) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (e) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service; or (f) if sent by email, at the time the notice is sent, provided that the sender did not receive a delivery failure notification.
16.11 Governing law and Jurisdiction. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of The United States of America.
(B) END USER LICENSE AGREEMENT
Last Updated: 21 June 2019
By registering to use the Website, you agree to the terms and conditions of this agreement which will bind you. If you do not agree to the terms of this agreement, please refrain from using the Website.
1.1 To be eligible to access and use the Website, you must be:
(i) be at least 18 years old;
(ii) be it yourself, a duly authorized employee, agent, consultant or independent contractor of a corporate customer that has contracted with Smoersels.com for the use of the website (“Corporate Customer”); and
(iii) agree to the terms and conditions of this agreement.
1.2 You represent and warrant to us that you are authorized by a Corporate Customer to use the Website.
2. ACCESS AND USE
2.1 Subject to your compliance with the terms and conditions of this agreement, Smoresels.com hereby grants you a non-exclusive, non-transferable license to access and use the website for the term of this agreement.
2.2 You must keep all user identification codes and passwords confidential and not disclose them to any third party (unless as part of a reassignment permitted by the client, the Corporate Customer).
3. WEBSITE RESTRICTIONS
3.1 Except as expressly set out in this agreement or as permitted by any local law, you agree not to:
(i) create and/or distribute any product or service which competes with the website;
(ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the website in any form or media or by any means;
(iii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the website;
(iv) use the website to provide services to third parties;
(v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the website available to any third party (except where you are an admin-user for the purpose of permitted other authorized users access to the website); or
(vi)attempt to obtain, or assist third parties in obtaining, access to the website.
3.2 You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the website and, in the event of any such unauthorized access or use, promptly notify Smoresels.com;
3.3 You warrant to us that all the information you provide to Smoresels.com is true and accurate to the best of your knowledge.
4. ACCEPTABLE USE RESTRICTIONS
4.1 You must not access, store, distribute or transmit any viruses, or any material that is:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
(vi) in a manner that is otherwise illegal or causes damage or injury to any person or property,
4.2 You also agree:
(i) not use the website in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
(ii) not to act and fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the website or any operating system; and
(iii) not collect or harvest any information or data from the website or our systems or attempt to decipher any transmissions to or from the servers running the website.
5. INTELLECTUAL PROPERTY RIGHTS
Smoresels.com is the owner or the licensee of all intellectual property rights on the website, and in the material published on it. All such rights are reserved. You acknowledge that you have no rights in or to the website other than the right to access and use the website in accordance with the terms of this agreement.
6. CHANGES TO THIS AGREEMENT
We may change this agreement at any time. Any changes we make in the future will be posted on https://www.smoresels.com and, where appropriate, notified to you by e-mail or displayed on-screen when you next access the website.
7. SMORESELS.com’s LIABILITY
7.1 To the extent permitted by law, our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall be limited to $100.
7.2 To the extent permitted by law, we exclude all conditions, warranties and representations which may apply to the website or any content on it, whether express or implied.
8.1 This agreement shall commence on the date you register to use the website and continue until the earlier of either termination under clause 8.2, or termination or expiry of the separate agreement between Client, or the Corporate Customer and Smoresels.com.
8.2 This agreement may be terminated in the following events:
(i) you commit a material or persistent breach of this agreement; in which case we may terminate this agreement immediately by written notice to you; or
(ii) the Corporate Customer withdraws your authority to use the website, for example, you cease to be employed by the Corporate Customer.
8.3 On termination for any reason all rights granted to you under this agreement shall cease.
9. OTHER IMPORTANT TERMS
9.1 We may transfer our rights and obligations under this agreement to another organization, but this will not affect your rights or our obligations under this agreement.
9.2 If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.3 Each of the conditions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.4 Please note that this agreement, its subject matter and its formation, are governed by The United State of America law. You and we both agree that the courts of The United State of America will have exclusive jurisdiction.