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This user agreement (“Agreement”) is an agreement between you (“you” or “your”) and SMARTe Inc. (“SMARTe” or “we” or “us” as the context requires) governing: (i) your use of our website (“Site”) and/or (ii) availing of our Services by you, which includes providing through our Site (referred to as the “Services“) and any data, services, activity or transactions that are offered, made available or facilitated through any of the above.
These Terms of Service (“Terms of Service” or “Terms”) are a legally binding agreement that applies to the Service and governs your use of the Service and your relationship with us. By accessing the Site and/or the App, at your option, you agree to be bound by the terms of this Agreement and the terms and conditions of the [Privacy Policy] This Agreement governs the access and use of this Site/ App and availing of our Services by you i.e., our visitors, users, or customers (“Users“). If you do not agree with the terms contained in this Agreement or the Privacy Policy, you are not permitted to use this Site. SMARTe will not be liable for any consequences arising from your unauthorized use.
SMARTe may revise these terms of use at any time by amending this page and the terms hereof and the same shall be informed to you periodically and at least once a year. However, you are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. All changes are effective as soon as we post them and by using the Site and availing of the Services thereafter, you agree to be bound by the revised terms and conditions of use. Your use of Site is subject to the most current version of the terms of use posted on the Site at the time of such use.
1. ACCESS
1.1. Initial Access – Access to the Site is available to every User, however any feature displayed on the Site is provided by us on a temporary basis and for promotional purposes, and we reserve the right to: (i) withdraw or amend the promotional features that we provide on our Site; and/or (ii) restrict your access to some parts of our Site, without prior notice to you. We shall not be liable for exercising our right set forth hereunder.
1.2. Full Access – To access the Services and view full contents of the Site, you will need to register on the Site and you will be able to access and/or submit data after you create a “Registered User” account. In order to become a Registered User, you will be required to furnish certain information and details, [including your name, mobile number, e-mail address, billing address] and any other information deemed necessary for registration. Once you complete your registration on the Site, the Site: www.smarte.pro
1.2.1. allows you to have full access to submit data, receive data and view contents on the Site;
1.2.2. allows us to contact you and vice versa, if necessary;
1.2.3. allows us to inform you of changes to the terms of use of the Site or describing new services that we enable on the Site; and
1.2.4. allows you to make use of the Services and other functionality that we may establish and maintain on the Site from time to time, subject to these terms and conditions.
1.3. Availing the Services – To access the Services, you shall be required to register yourself and maintain an account as a Registered User with the Site, provide us with requisite information (depending on the service availed by you) and make requisite payment in that regard (as defined hereinbelow). The Services with respect to submission of data (“Submitted Data”) and receiving data (“Output Data”) is governed by the rules as set out under this Terms of Services. These rules also govern your account and shall be adhered by you.
2. Your License to the Service
2.1. You may be and hereby are granted a license to use the Service and Output Data for (and solely for) your personal and/or your internal business purposes only, subject to the prohibitions and restrictions herein, and a license to store, print or make a copy of Output Data we provide to you solely for your personal or internal business purposes. You may not resell, distribute, or create derivative works from the Service or the Output Data. You may not develop any service, product, toolset, dataset or derivative work from the Output Data or the Service, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.
3. Data Sharing and Rights: Our Free Service
3.1. When you provide Submitted Data through the Service, you understand and agree to the following, except where we and you have put in place a Premium Services Agreement (or other agreement) that expressly supersedes the below terms:
3.1.1. When you provide us with or make available to us any Submitted Data, such as names, addresses, business titles or phone numbers of contacts or other persons, you are granting us several licenses to use that data (and you are representing to us that you have the right to make this grant):
(a) You grant us a perpetual and irrevocable license to access and use the Submitted Data in aggregated form, to provide, develop and improve the Service and our data assets, so long as we do not (i) in any public way refer to you or the company you work for in relation to the Submitted Data, or (ii) use the Submitted Data in a way that violates any contract we have entered into, or any applicable laws;
(b) You also provide us the non-exclusive, perpetual, irrevocable, and royalty-free right to sublicense, make available, copy, display, publish or distribute the Submitted Data (i) in aggregated, de-identified form for any purpose, in any medium, (ii) to any third party, including our customers, business partners, and service providers.
(c) You provide us the right to create derivative works, data models, or modelled data sets with the Submitted Data. You agree that we will own those derivative works (but not the actual Submitted Data that is distinct from those works).
3.1.2. When you provide us with or make available to us any Submitted Data, you represent to us that you have the right to grant us the licenses described above. You therefore warrant and represent that:
(d) You have all necessary rights, permissions, and authority to provide the Submitted Data to us (in whole and in part), and that doing so will not put you in violation of any contracts you have signed or any applicable laws;
(e) the Submitted Data does not contain any information about individuals under the age of 18 years;
(f) you will only provide Submitted Data to us that is true and accurate, and of living persons.
3.2. Our Service contains certain “co-operative” elements. This means that in exchange for providing the Submitted Data to us, and potentially for the use of other customers (at our sole discretion), you will receive access to Output Data consisting of information that we hope is equally valuable to you. While we strive to make this a fair and optimal exchange, you understand and agree that we may change these terms or the nature of the Service at any time or alter the amount of Output Data or other access we provide – and you agree that it is in our sole discretion to do so. We likewise may terminate your account or access to the Service at any time, for any reason, including (without limitation) any violation of these Terms of Service by you or through your account. Additional rules or policies may be displayed or put in place through the Service, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Service, and you agree to adhere to them.
3.3. You agree not to use the Service or Output Data to:
3.3.1. violate any applicable laws;
3.3.2. use the Output Data to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers,
3.3.3. use the advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme);
3.3.4. defraud, deceive or mislead anyone;
3.3.5. communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive;
3.3.6. promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or
3.3.7. threaten or promote violence.
4. PAYMENT
4.1. Most Services made available to you are subject to the payment of consideration (“Consideration”), which shall vary depending on the type of Service being availed by you and the cost associated in providing the Services to you. Services requiring payment are always clearly indicated. If you elect to use paid aspects of the Site, you agree to the terms of sale, pricing, payment mechanism, and billing process applicable to such Consideration. We reserve the right to change the Consideration at any time, upon notice to you if such change may affect your existing subscriptions.
4.2. The Consideration payable can be found on this Site. All Consideration shall be deemed to be in U.S. Dollars. To the extent permitted by applicable laws (and unless specified otherwise by us in writing), all Consideration are exclusive of all taxes (including value-added tax, sales tax, goods and services tax, etc.), levies, or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Services, or to any payments or purchases made by you. If we are obligated to collect or pay Taxes for the Consideration payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Consideration and will be reflected in the invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). SMARTe is not responsible for any such additional fees or costs.
4.3. We accept payment by credit card, debit card, net banking and/or other modes of payment accepted by our payment gateway service provider. Payment details shall be collected by the payment gateway service provider by using a secure financial data collection mechanism authorised by relevant governmental authority.
4.4. In order to ensure that you do not experience any interruption or loss of services, certain paid Services include an automatic renewal option by default, according to which, such paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period).
4.5. Once the Consideration has been paid for, you agree that such payment is non-refundable.
5. REPRESENTATIONS AND WARRANTIES
By using the Services and completing the registration process, you represent and warrant that: (a) all the information provided by you at the time of registering is accurate and complete; (b) you shall maintain the accuracy of such information, and any changes thereto shall be regularly updated; (c) you affirm that you are over 18 (eighteen) years of age and are fully able and competent to enter into, abide by and comply with this Agreement; (d) you are competent in accordance with applicable laws to enter into a binding contract and are not a person barred from using the Site and/or receiving the Services under applicable laws; and (e) you are entitled to use the Site in compliance with applicable California State laws. We shall not be liable for any events arising as a consequence of any inaccurate/untrue representation provided by you on the Site.
6. TERMS OF USE
6.1. SMARTe grants you permission to use the Services as set forth in this Agreement, provided that: (i) you will not copy or distribute, any part of the Site in any medium or in any manner whatsoever without SMARTe’s explicit authorisation in this regard; and (ii) you will otherwise comply with the terms and conditions of this Agreement.
6.2. Upon completing the registration process, you will be provided with a username, password, or any other piece of authentication information, as may be required by our security procedures. You must treat such information as confidential, and you must not disclose it to any third party. You also agree to ensure that you exit/log out from your account at the end of each session. SMARTe has the right to disable any username/account, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this Agreement. You will immediately notify SMARTe of any unauthorized use of your password or username, by sending details of such unauthorized use to: support@smarte.pro
6.3. You are responsible for making all arrangements (hardware, software, etc.) necessary for you to have access to our Site and, thereby the Services. You are also responsible for ensuring that any persons who access our Site and, thereby the Services through your account are aware of these terms, and that they comply with them. You are also solely responsible and liable to SMARTe for all activities that take place or occur under your account from your devices. You agree that your ability to log into your account is dependent upon external factors such as internet service providers and internet network connectivity and we shall not be liable to you for any damages arising from your inability to log into your account.
6.4. Whenever you make use of the Services (or any feature or part of the Services) that allows you to upload/post material, content, information, news, feedback, comments, questions, data, documents, pictures, and other information (“User Material”) on the Site, you must ensure that your User Material must not violate the following standards (“User Material Standards”), i.e., must not:
6.4.1. belong to another person and contain any information that breaches his privacy;
6.4.2. be defamatory, obscene, offensive, pornographic, hateful, harmful, insulting or harassing on the basis of gender, defamatory, vulgar, lewd, blasphemous, lascivious, invasive of another’s privacy (including bodily privacy), racially, ethnically or otherwise objectionable or inflammatory, disparaging, relating or encouraging money laundering or gambling or violating laws of any jurisdiction in force (including data protection laws);
6.4.3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
6.4.4. infringe any intellectual property including copyright, database right or trademark of any other person;
6.4.5. be in violation of any legal duty owed to a third party, terms of a contract or confidence;
6.4.6. be likely to harass, upset, embarrass, alarm, or annoy any other person or be harmful to child/minors;
6.4.7. impersonate any person, or misrepresent your identity or affiliation with any person;
6.4.8. advocate, promote, incite any third party to commit, or assist any unlawful or criminal act;
6.4.9. contain a statement which you know or believe, or have reasonable grounds for believing, that if published is likely to directly or indirectly encourage or induce others to commit, prepare or instigate such person to commit an act of terrorism;
6.4.10. be such that it is known by you to be false, inaccurate, or misleading;
6.4.11. contain any computer/software viruses, any computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource or other program for potentially damaging or limiting the functionality of any computer programs or files.
6.4.12. threatens the unity, integrity, sovereignty of [United States of America], friendly relations with foreign states or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to another nation;
6.4.13. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
6.5. When we consider that a breach of the User Material Standards (as stated above) has occurred or the terms of use under this Agreement has been breached, and we may take any action legally available, including all or any of the following actions:
6.5.1. we may at our discretion take down any such User Material immediately;
6.5.2. immediate, temporary, or permanent withdrawal of your right to use the Services and simultaneous termination/suspension of your account on the Site;
6.5.3. immediate, temporary, or permanent removal of any other User Material already posted on the Site, upon your failure to cure the breach that is brought to your notice;
6.5.4. initiate legal proceedings against you seeking legal, injunctive, or other equitable remedy; and/or
6.5.5. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by applicable laws.
6.6. By submitting User Material, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such User Material in any and all media or distribution methods (now known or later developed). You agree that others may use your User Material in the same way as any other content available through the Services. Other users of the Services may fork, tweak, and repurpose your User Material in accordance with these Terms. If you delete your account, your User Material may remain available through the Services. You understand that, SMARTe while performing the required technical steps to provide the Services to our other Users, may: (a) transmit or distribute your User Material over various public networks and in various media; and (b) make such changes to your User Material as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that the license provided by you shall permit SMARTe to take these actions. You confirm and warrant to SMARTe that you have all the rights, power, and authority necessary to grant the above license.
6.7. You shall not do any acts that breaches of the following terms of use of the Site, including but not limited to:
6.7.1. Distribute, download, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter the information/content provided to you as part of the Services or the Site;
6.7.2. Attempt to decompile, reverse engineer, or otherwise disassemble any Service or content provided to you as part of the Services or the Site;
6.7.3. Attempt to copy any software provided to you as part of the Services or the Site and its source code, or attempt to decrypt any part of such software that is provided to you;
6.7.4. Create any derivative work or version of any software/information/content provided by us in relation to or to facilitate the use of our Services or any content provided as part of the Services;
6.7.5. Remove, from the Services or any content provided as part of the Services, any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures, or any other like marks affixed to or embedded in the Services;
6.7.6. Use the Services or any part of it to create a false identity, to impersonate any person or organization, or attempt to disguise the origin of any content;
6.7.7. Use SMARTe’s domain name or a domain name which is similar to SMARTe’s domain name;
6.7.8. Access or use of the Site in any manner that could damage, disable, overburden, or impair any of the Site’s servers or the networks connected to any of the servers on which the Site is hosted;
6.7.9. Access or attempt to access any content that you are not authorized to access by any means;
6.7.10. Access the Site through any other means other than through the interface that is provided by us;
6.7.11. Alter or modify any part of the Services/ content provided as a part of the Services; and
6.7.12. Disrupt or interfere with the security of, or otherwise cause harm to the Site, materials, system resources, or gain unauthorized access to the user accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated linked sites.
6.8. Upon termination/suspension of your account, you will no longer be able to access your account or any User Material or data you have stored on the servers. All licenses granted to you by SMARTe to you on the Site or the Services will automatically terminate.
7. PRIVACY POLICY AND YOUR PERSONAL INFORMATION
7.1. We collect some data when you register yourself as a ‘Registered User’ and/or avail our Services. Such personal information (“Personal Information”) is accorded an equitable treatment as per the terms of our Privacy Policy.
8. RIGHTS RESERVED BY SMARTE
8.1. We are not responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other User of the Services.
8.2. We have the right to immediately terminate your access or usage rights and remove non-compliant information or material, in case of non-compliance with the terms and conditions of this Agreement and/or the Privacy Policy.
8.3. We have the right to investigate and report to authorities for prosecution for the violations of the terms and conditions of this Agreement to the fullest extent of the applicable laws and may involve and cooperate with law enforcement authorities in prosecuting Users who violate the terms and conditions of this Agreement.
8.4. While we have no obligation to monitor your access to or your use of the Services/ content (or any feature or part of the Services), we have the right to do so for the purpose of operating the Site and providing the Services, to ensure your compliance with the terms and conditions of this Agreement, or to comply with applicable laws or the order or requirement of a court, administrative agency or other governmental body.
8.5. Upon receiving actual knowledge in the form of an order by a court of competent jurisdiction or on being notified by the Appropriate Government or its agency, we will discontinue from hosting, storing or publishing any unlawful information and we will remove or disable access, to that information which is prohibited under any applicable laws for the time being in force in relation to the interest of the sovereignty and integrity of United States of America; security of the State; friendly relations with foreign States; public order; decency or morality; in relation to contempt of court; defamation; incitement to an offence relating to the above, or any information which is prohibited under any applicable laws for the time being in force.
8.6. We also have the right to take down any User Material, upon receiving actual knowledge of the same from any grievance experienced by third party or any governmental agency, which claims (and provides evidence, if required) that any User Material posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy or the terms of use stipulated in Clause 4.7 above. However, we shall be entitled to, without vitiating the evidence in any manner, preserve such information and associated records for 180 (one hundred and eighty days) for investigation purposes, or for such longer period as may be required by the court or by governmental agencies having jurisdiction on us.
8.7. Any information collected from you during registration, shall be retained by us for a period of 180 (one hundred and eighty) days after any cancellation or withdrawal of his registration.
8.8. We shall be entitled to report any cyber security incidents and share related information (including your User Materials, identity and/or Personal Information) with the court, governmental agencies having jurisdiction on us.
8.9. Subject to the receipt of a complaint/grievance from a User, we have the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from any Service. SMARTe may (but shall be under no obligation to) use tools to filter out explicit sexual content or any content which it deems to be unsuitable at its sole discretion.
8.10. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (a) satisfy any applicable laws, regulation, legal process or governmental request; (b) enforce the terms and conditions of this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of SMARTe, its Users and the public. SMARTe shall not be responsible or liable for the exercise or non-exercise of its rights under the terms and conditions of this Agreement in this regard.
8.11. We reserve the right to introduce or change the prices of any and all Services. Notice of such change may be provided at any time by posting the changes on the Site itself.
8.12. SMARTe shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services.
9. DISCLAIMERS
9.1. You are solely responsible for your User Material that you upload, publish, display, link to or otherwise make available on the Site and representations that you make at the time of registration, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Material. SMARTe will not review, distribute, or reference any such User Material, except as provided herein or in our Privacy Policy or as may be required by applicable laws.
9.2. We hereby disclaim and exclude our liability for all action we may take in response to breaches the terms of this Agreement or the Privacy Policy due to your direct or indirect action/inaction. The actions described above are not limited, and we may take any other action we reasonably deem appropriate.
9.3. We are not a medical institution, and our risk advisory shall not be considered as medical advice, diagnoses, treatment, or recommendations of any kind. You should always seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions.
9.4. It is also possible that your use of the Services will result in you receiving information regarding products, merchants, and links to sites of third parties selling the products requested by you. SMARTe hereby disclaims any and all responsibility and liability associated with the same. You acknowledge and agree that SMARTe is not liable for any loss or damage which may be incurred by you as a result of the availability of such external sites or resources on our Site (if any), or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on or available from our Site.
9.5. Your correspondence or business dealings with, or participation in promotions of, advertisers you found on the Site or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser or vendor. You agree that SMARTe shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or the vendors through the Site.
9.6. The Site may sometime contain links to other web sites or resources for your convenience to provide further information. Given that we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You shall not create a link to the Site from another website or document without the SMARTe’s prior written consent.
9.7. The Site provides the Users with information on an “As Is Basis” and we assume no liability for the accuracy or completeness or use or non-obsolescence of such information. We shall not be liable to update or ensure continuity of any information/content contained on the Site. We would not be responsible for any errors which might appear in (i) such information/content; (ii) information/content which is compiled from third party sources; or (iii) for any unavailability of such information.
9.8. Certain contents on the Site may contain opinions and views of third parties. SMARTe shall not be responsible for such opinions or any claims resulting from them. Further, SMARTe makes no warranties or representations whatsoever regarding the quality, content, completeness, or adequacy of such information and data.
9.9. SMARTe has the right to change modify, suspend, or discontinue and/or eliminate any aspect(s), features, content or functionality of the Site or the Services, as it deems fit at any time without any requirement of prior notice.
9.10. Some parts of the Site are interactive, and we encourage contributions by Users, which may or may not be subject to editorial control prior to being posted. SMARTe reserves the right at its sole discretion to remove, review, edit or delete any content. However, SMARTe will not be responsible or liable for any User Material or any content uploaded by Users directly on the Site, irrespective of whether we have certified any answer uploaded by the User. SMARTe would not be responsible to verify whether such questions/answers or any material placed by any user contain infringing or unlawful materials or not.
9.11. SMARTe may, based on any form of information provided by you at the time of access to the Site (including free download/trials) or at the time of registrations, and only if you provide such information, will contact you through messages, email and call, to give information about its Services as well as give you notifications on various important updates on the Site, this Agreement and/or Privacy Policy and/or to seek permission for demonstration of its Services. You hereby expressly grant such permission to contact you through telephone, messages, e-mail and you will hold SMARTe indemnified against any liabilities arising out of financial penalties, damages, expenses in case your mobile number is registered with National Do not Call Database (DNC). By registering yourself on the Site as Registered User, you agree to make your contact details available to our employees, associates, and representatives so that you may be contacted for passing on important information and/or promotions.
9.12. While SMARTe has made efforts to ensure that the personnel advising are educated, technically qualified, and trained in the field on which they are advising, in order to enable quality control. However, SMARTe makes no warranties or representations whatsoever regarding the quality and competence of such personnel and would not be responsible for any deviant behaviour of any such personnel. Any feedback from User relating to the same is most welcome and SMARTe reserves the right and discretion to take any action in this regard.
9.13. Access to certain elements of the Services may be subject to the provisions of this Agreement and fair usage policy. SMARTe reserves the right to determine the criteria for provision of various elements of Services to the different categories of Users based on its policies. Hence, subscription to the Services or registrations do not automatically entitle the User to any and all elements of Site/Services provided by SMARTe. SMARTe shall be entitled to exercise its discretion while providing access to and determining continuity of certain elements of Site/Services. SMARTe reserves the right to extend, cancel, discontinue, prematurely withdraw or modify any part of the Services at its discretion.
9.14. SMARTe has the right to change modify, suspend, or discontinue and/or eliminate any aspect(s), features, or functionality of the Site/Services as it deems fit at any time without notice. Further, SMARTe has the right to amend the terms of this Agreement, from time to time, without prior notice to you. SMARTe makes no commitment, express or implied, to maintain or continue any aspect of the Site. You agree that SMARTe shall not be liable to You or any third party for any modification, suspension, or discontinuance of the Site /Services.
9.15. You agree that your use of the Site/Services shall be at your sole risk. You expressly understand and agree that, to the maximum extent permitted by applicable laws, the Site/Services are provided on an “As Is” and “As Available” basis for your use, without warranties of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. SMARTe shall use all reasonable endeavours to ensure that the Site/Services are capable of being used in an uninterrupted manner but it does not guarantee or warrant that: (i) the Site/Services will meet your specific requirements; (ii) the Site/Services will be uninterrupted, timely, secure, or error-free; and (iii) the quality of any Services, content, information, or other aspect availed, purchased or obtained by you through the Site will meet your expectations; and (iv) any errors in the Services/Site will be corrected by SMARTe at its discretion.
9.16. You acknowledge that you have carefully read the terms and conditions of this Agreement and fully understand that they include and incorporate a comprehensive and binding release of liability by you in respect of SMARTe and its employees, directors and officers. Under the terms of this Agreement herein, you expressly agree to release and discharge SMARTe and its employees, directors and officers from any and all claims or causes of action and you agree to give up, release or waive any right that you may otherwise have to bring any such legal action against them in the form of indemnity, damages, tort claim or equity claim. For the avoidance of doubt, to the extent lawfully permitted, the release and waivers set out in this clause 7 above includes any action under the tort of negligence (whether such negligence is founded in statute, common law or otherwise).
10. INTELLECTUAL PROPERTY
10.1. SMARTe alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the SMARTe technology, SMARTe data platform, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by users or any other party relating to the Services, excluding the User Material. This Agreement is not a sale and does not convey to users any rights of ownership in or related to SMARTe data platform and any other SMARTe technology or any other intellectual property rights owned by SMARTe. The SMARTe name, the SMARTe logo, and the product/service names associated with the Services are trademarks of SMARTe or third parties and no right or license is granted to use them.
10.2. All right, title, and interest in usage of the terms of this Site/content/Services, including but not limited to all texts, graphics, user interfaces, visual interfaces, computer code and any other information associated therewith are reserved by us.
10.3. All right, title, and interest in and to the Site/content/Services are and will remain the exclusive property of SMARTe and its licensors. Any use of this Site/content/Services, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited.
10.4. Except as expressly provided in these terms of use, no part of SMARTe and no content, trademarks, data, statistics, independent research conducted and posted by SMARTe may be copied reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way including mirroring the same to any other computer, server, site, or other medium for publication or distribution of any for any commercial enterprise, without SMARTe’s prior written consent.
10.5. By accepting the use of terms hereunder you agree that the SMARTe does not transfer/assign the title of the Site to you, and nothing in the terms and conditions of this Agreement shall imply or be deemed or construed to mean that any right, title and interest (including but not limited to intellectual property rights) stands transferred/assigned to you, we retain the full and complete right, title and interest to the Site, and all intellectual property, title and interest to the Site, and all intellectual rights therein. You shall not redistribute, sell, decompile, reverse engineer, dissemble, or otherwise reduce the Site in any manner which is contrary to this Agreement.
10.6. Any usage of the Site/content/Services, without the written authorization of SMARTe, shall be considered a breach of this Agreement, and you shall be required to indemnify SMARTe for all liability incurred in this regard.
10.7. Subject to the terms of use set forth in this Agreement, SMARTe grants you a non-transferable, non-exclusive, non-sublicensable limited right and license for you to access and use the Site/content solely for the purpose permitted i.e. posting User Material, using the Site/content to avail the Services.
11. INDEMNITY AND LIMITATION OF LIABILITY
11.1. You agree to defend, indemnify and hold harmless SMARTe, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service/Site/content; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (iv) any claim that your User Material caused damage to a third party. This indemnification obligation will survive this Agreement and your use of the Service and/or the Site.
11.2. The content/material displayed on our Site is provided without any guarantees, conditions, or warranties as to its accuracy. SMARTe is not liable for:
11.2.1. conditions, warranties, and other terms, which might otherwise be implied by statute, common law, or the law of equity;
11.2.2. Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Services, our Site or in connection with the use, inability to use, or results of the use of the Services or our Site, any Sites linked to it and any materials posted on it, including, without limitation any liability for:
· loss of income or revenue;
· loss of business;
· loss of profits or contracts;
· loss of anticipated savings;
· loss of data;
· loss of goodwill;
· wasted management or office time; and
· for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable or advised of the possibility of the same.
11.2.3. Our aggregate liability to you shall under all circumstances be limited to a maximum of the amount paid by you (if any) at the time of registration on our Site to use the Services.
11.2.4. In the event of you breaching this Agreement, you agree that SMARTe will be irreparably harmed and may not have an adequate remedy in money or damages. In such an event, SMARTe shall be entitled to obtain an injunction and/or other equitable remedy against such a breach from any court of competent jurisdiction. SMARTe’s right to obtain such relief shall not limit its right to obtain other remedies.
12. FORCE MAJEURE
12.1. SMARTe shall not be liable for any failure to perform or delay in performance of any of its obligations under this Agreement due to Force Majeure. For the purpose of this clause, “Force Majeure” shall mean fire, explosion, flood, earthquake, Act of God, act of terrorism, war, rebellion, riots, sabotage, strike, lockout, stoppage of work, aggravated epidemic, aggravated pandemic, failure or diminishment of power, internet availability or other services not under the control of either of the Parties, governmental or military acts or orders or restrictions, terrorist attack, cyber-attack, power outage or any such events or circumstances which are wholly outside the control of the SMARTe and/or any party affected thereby.
12.2. SMARTe will use all reasonable endeavours to mitigate the effect of Force Majeure. Should an event of Force Majeure continue for a period of longer than 45 (forty-five) consecutive days and SMARTe is still unable to perform its obligation, then SMARTe may terminate the arrangement with you under this Agreement upon notice to you without being liable for any compensations or claims.
12.3. Nothing contained in this Agreement should be used as an excuse to delay payment of any dues owed to any Party under this Agreement.
13. GOVERNING LAW
13.1. The jurisdictional court of State of California, USA shall have sole jurisdiction over any claim arising from, or related to, a visit to / use of the Site/ App or the Services. In case you are from a different country, we retain the right to bring proceedings against you for breach of any of the terms and conditions of this Agreement in USA or your country of residence, country of use or other relevant country. The laws of State of California, USA govern this Agreement and these terms and conditions of use of the Services.
13.2. SMARTe accepts no liability whatsoever, direct or indirect, for non-compliance with the laws of any country other than that of California State Laws, the mere fact that Site can be accessed or used or any facility can be availed of in a country other than United States of America, will not imply that we have anything to do with your jurisdiction or its citizens or accede to the laws of such country.
14. MISCELLANEOUS
14.1. Notice: All notices, updates or changes to this Agreement and Privacy Policy served by SMARTe shall be provided only via email registered with your account or as a general notification on the Site. If you are not registered with your email id, you will not receive such specific notice.
14.2. Entire Agreement: This Agreement along with the Privacy Policy, and any other notice/guidelines made applicable to the Site from time to time, shall constitute the entire agreement between SMARTe and You with respect to your access to or use of the Site and the Services thereof.
14.3. Assignment: You cannot assign or otherwise transfer Your obligations under this Agreement, or any right granted hereunder to any third party. SMARTe’s rights under the Agreement are freely transferable by SMARTe to any third parties without the requirement of seeking your consent.
14.4. Waiver: No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by applicable laws.
14.5. Severability: In the event that any provision of this Agreement is determined to be invalid or unenforceable in any jurisdiction, the remaining provisions herein shall remain in full force and effect and shall be liberally construed so as to effectuate the purpose and intent of the parties as stated in this Agreement.
14.6. Relationship: The Parties expressly agree that nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the Parties hereto or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
15. Feedback
15.1. Any feedback You provide with respect to the Site/Services shall be deemed to be non-confidential. The Site shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, You represent and warrant that: (i) Your feedback does not contain confidential or proprietary information of you or of third parties; (ii) SMARTe is not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) the Site/ Services may have something similar to the feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from SMARTe for the feedback under any circumstances unless specified.
16. Grievance Redressal and Customer Care:
16.1. We make all our best endeavors to provide you with a pleasant experience. If you have any questions about the Site/Services, please contact us at contactus@smarte.pro
16.2. If you have any grievance against the Site/Services/ their contents/other user or their User Materials regarding violation of this Agreement, the Privacy Policy, terms of service or applicable laws, you may make complaint against such violation to the following person (“Grievance Officer”):
Name: Sanjay Gala
Contact Number: +1 (408) 834 8842
Email id: contactus@smarte.pro
16.3. The Grievance Officer shall upon receipt of such complaint – (i) acknowledge the complaint within 24 (twenty-four) hours and dispose-off such complaint within a period of 15 (fifteen) days from the date of its receipt in the manner set-forth in Clause 4.5 hereinabove; (ii) seek/avail requisite advisory, order, notice or direction from the appropriate governmental agency, any competent authority or a court of competent jurisdiction; and/or (b) within 24 (twenty-four) hours from the receipt of a complaint/grievance from you or any person on your behalf, in relation to any content which is prima facie in the nature of any material which exposes your or any individual’s private area, shows such individual in full or partial nudity or shows or depicts such individual in any sexual act or conduct, or is in the nature of impersonation in an electronic form, including artificially morphed images of such individual, take all reasonable and practicable measures to remove or disable access to such content. You can provide us with the requisite details of your grievance/the violation/ violative content or communication link, as may be necessary, to the email-id of the Grievance Officer.