This Agreement (“Agreement”) is a legal and binding agreement between users (“you”) and Smart Up Inc (“we”, “us” “our”) regarding the use of Smart Up Inc Website (“Website”), Smart Up Inc App (“App”). Please read these terms carefully before you visit the Website and install the App. If you do not agree to any of these terms, please stop visiting the Website or installing the App. Your continued using of the Website and the App indicates that you have read, understood and agreed to all these terms. From then on, your behaviors concerning the Website and the App will be bound by the terms and conditions.
Users acknowledge and agree that the operation of the Website may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors. Smart Up Inc shall not be responsible to users or others for any such interruptions, errors or problems or an outright discontinuance.
Users acknowledge and agree that all Content available on the Website and in the App is protected by copyright, trademark, patent, trade secret, and other proprietary rights and laws. Except as expressly authorized by Smart Up Inc, users agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or Content available on the Website and the App or otherwise use any Content, copyrights, trademarks or intellectual property of Smart Up Inc in any way without Smart Up Inc’s prior written consent. Users also agree not to retrieve data or other Content or any materials from the Website and the App to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of “bots” or otherwise. Users agree not to use any of Smart Up Inc Content, names or trademarks as metatags on other websites. Users agree not to display any of the Website in a frame (or any of our Content via in-line links) without Smart Up Inc’s express written permission.
GENERAL USE OF THE WEBSITE: PERMISSIONS AND RESTRICTIONS
A. You agree not to violate any applicable law or regulation.
B. You agree not to provide false or inaccurate personal information.
C. You agree not to use the Website, for any commercial use, without the prior written authorization of Smart Up Inc. Prohibited commercial uses include any of the following actions taken without Smart Up Inc’s express approval:
* sale of access to the Website or its related services on another website.
* use of the Website or its related services for the primary purpose of gaining advertising or subscription revenue.
* use of the Website or its related services that Smart Up Inc finds, in its sole discretion, to use Smart Up Inc’s resources with the effect of competing with or displacing the market for Smart Up Inc, Smart Up Inc Content.
D. Prohibited commercial uses do not include: any use that Smart Up Inc expressly authorizes in writing.
E. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website in a manner that sends more request messages to the Smart Up Inc servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Smart Up Inc grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Smart Up Inc reserves the right to revoke these exceptions either generally or in specific cases.
F. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.
G. You agree not to interfere with or damage any of the Smart Up Inc Websites, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
USE OF THE CONTENT OF THE WEBSITE
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content on the Website.
A. All the Content on Smart Up Inc Website is owned by or licensed to Smart Up Inc, subject to copyright and other intellectual property rights under the law. Smart Up Inc Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Smart Up Inc reserves all rights not expressly granted in and to the Website and the Smart Up Inc Content.
B. You agree not to circumvent, disable or otherwise interfere with security-related features that prevent or restrict use or copying of any Smart Up Inc Content or enforce limitations on use of the Smart Up Inc Website or the Smart Up Inc Content therein.
The Website and the App may contain Content from third parties (“Third Party Content”), either via the Smart Up Inc Services or through links to third party websites. Smart Up Inc does not control Third Party Content and makes no representations or warranties about it. Users understand that by using the Service, he/she may be exposed to Third Party Content that is false, offensive, indecent or otherwise objectionable. Under no circumstances will Smart Up Inc be liable in any way for any Third Party Content, including, without limitation, any errors or omissions in any Third Party Content or any loss or damage of any kind incurred as a result of the use of any Third Party Content posted, stored or transmitted via the Smart Up Inc Services. Users agree to bear all risks associated with using or relying upon Third Party Content, including without limitation, profiles of other users of the Smart Up Inc Services.
Smart Up Inc makes no representation that Content on the Website is appropriate or available for use in locations outside the United States, and accessing it from territories where the Content is prohibited. Those who choose to access this Site from other locations on their own initiative and are responsible for compliance with local laws.
User agrees to defend, indemnify, reimburse and hold Smart Up Inc and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney’s fees, costs and expenses and court costs) arising out of or related to:
A. User’s use of the Smart Up Inc Website and the App.
B. Smart Up Inc’s use of the User Materials.
C. Any breach or alleged breach of User’s representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions.
D. User’s violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of User Materials as contemplated hereunder.
You agree that Smart Up Inc, in its sole discretion, may terminate your access to the Website and the App for any reason, including without limitation, if Smart Up Inc believes that you have violated or acted inconsistently with the Agreement. You agree that any termination of your access to the Website and the App under any provision of this Agreement may be effected without prior notice.
Smart Up Inc attaches great importance to the issue of copyright and would like to respond immediately to infringement actions.
DISCLAIMER OF WARRANTIES
THE WEBSITE AND THE APP CONTENT ARE PROVIDED WITH ALL FAULTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. SMAR UP INC, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE WEBSITE AND THE APP CONTENT ARE FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THEY WILL MEET YOUR REQUIREMENTS, OR THAT ERRORS WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE WEBSITE AND THE APP CONTENT ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. YOUR USE OF THIS WEBSITE AND THE APP IS SOLELY AT YOUR OWN RISK.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Smart Up Inc, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE “Smart Up Inc GROUP”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE AND THE APP CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Smart Up Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE Smart Up Inc GROUP’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL THE Smart Up Inc GROUP BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED TO YOU IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY EXTERNAL SITES LINKED FROM THE WEBSITE.
SEVERABILITY AND INTEGRATION
ABILITY TO ACCEPT TERMS
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
These Terms of Service, and any rights and licenses granted, may not be transferred or assigned by you, but may be assigned by Smart Up Inc without restriction.