Effective Date: January 1, 2019
By using our site, you are agreeing to comply and be bound by all terms and conditions herein. Please review the following terms carefully. If you do not agree to these terms, you should not use this site.
This Agreement is a legal document which sets out your rights and obligations, and those of Smarter Firms LLC, the owner of Smarter Firms, a limited liability company registered in state of Oklahoma, USA (“Smarter Firms”, “Company”, “we”, “us” or “our”), in relation to the Smarter Firms website (the “Site”, “Website” or “Service”) and the services offered by Smarter Firms through it.
Acceptance of Agreement
We reserve the right to update or revise these Terms without giving you any notice. Please check the Terms periodically for changes. Your continued use of our Website following the posting of any changes to the Terms constitutes acceptance of those changes. Our Terms will be kept up to date at Smarter Firms.com/terms-of-service.
Company alone shall own all right, title and interest, including all related intellectual property rights, in and to our technology, the content and the service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Smarter Firms. The company name, the company logo, and the product names associated with Smarter Firms are trademarks of company or third parties, and no right or license is granted to use them. The copying, redistribution, use or publication by you of any such matters or any part of the Smarter Firms is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through Smarter Firms. The posting of information or materials on Smarter Firms does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.
In some cases, it is necessary for Company employees to access your account and content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing Company employees to access your account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.
Use of your information
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use any and all customer data that you submit, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any customer data. Upon request by the applicable Administrator, the Company may remove, modify, edit or otherwise alter any applicable customer data. The Administrator shall also have the power to block, delete or otherwise modify the access of users under its applicable account, and shall be solely responsible for the addition and removal of users under its account.
Company reserves the right to withhold, remove and/or discard customer data without notice for any breach of the Agreement. Upon termination for breach of the Agreement, your right to access or use customer data immediately ceases, and we shall have no obligation to maintain or forward any customer data.
In an ongoing effort to better understand and serve the users of the Smarter Firms, the Company often conducts research on customer demographics, interests and behavior based on the Customer data and other information provided to us. This research may be compiled and analyzed on an aggregate basis, and the Company may share this aggregate data with its affiliates, agents and business partners. This aggregate information does not identify you personally. The Company may also disclose aggregated user statistics in order to describe our services to current and prospective business partners, and to other third parties for other lawful purposes. We partner with third parties that collect information across various channels, including offline and online, for purposes of delivering more relevant advertising, better services to you. We may aggregate data to calculate the percentage of users accessing a specific Website feature, to generate statistics about our users, to calculate the percentage of users accessing a specific Website feature, to calculate ad impressions served or clicked on, or to publish visitor demographics. We may share personal information with them if you have submitted such information to us, such as your email address, solely in hashed, or non-human readable form. Our partners may link the personal information we share with them to the cookie stored on your browser or device, and they may collect information such as your IP address, browser or operating system type and version, and demographic or inferred-interest information. Our partners use this information to recognize you across different channels and platforms over time for advertising, analytics, attribution, and reporting purposes.
By means of this data protection declaration, Smarter Firms would like to inform the general public of the nature, scope, and purpose of the personal data we collect, use and process. Furthermore, data subjects are informed, by means of this data protection declaration, of the rights to which they are entitled.
All activity occurring under your user account are your responsibility and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of Smarter Firms, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations which are required by your employer and/or the applicable administrator(s) of your account. You shall (1) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (2) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or other users to violate this agreement or the intellectual property rights of third parties; (3) and not impersonate another user or provide false identity information to gain access to or use Smarter Firms.
Permitted uses and License Grant
Company grants you a non-exclusive, non-transferable, worldwide right to use Smarter Firms, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Smarter Firms and its licensors.
You shall not: (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Smarter Firms or the content in any way; (2) modify or make derivative works based upon Smarter Firms or the content; (3) create Internet “links” to Smarter Firms or “frame” or “mirror” any content on any other server or wireless or Internet-based device; (4) or reverse engineer or access Smarter Firms in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of Smarter Firms, or (c) copy any ideas, features, functions or graphics of Smarter Firms.
You may use Smarter Firms only for your internal business purposes and shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (5) attempt to gain unauthorized access to the Service or its related systems or networks.
Payment, Refunds, Upgrading and Downgrading Terms
A valid credit card is required for paying accounts.
The Service is billed in advance on a monthly, quarterly or yearly basis (chosen by the user) and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Smarter Firms does not accept any liability for such loss.
Cancellation and Termination
You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Account link on the Settings page. The Account screen provides a simple cancellation link.
All of your Content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
If you cancel the Service before the end of your current paid up cycle (month or year), your cancellation will take effect immediately and you will not be charged again.
Smarter Firms, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Smarter Firms reserves the right to refuse service to anyone for any reason at any time.
Third Party Content
Third party content may appear on the Website or may be accessible via links. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through Smarter Firms, and in no event shall Company or its licensors be responsible for any content, products, or other materials on or available from such sites. We provide Smarter Firms to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
In order to provide you with the Smarter Firms services, we deploy YouTube’s API (application program interface) Services to enable access to YouTube via the Smarter Firms website. By using the YouTube API Services, you agree to be bound by YouTube’s Terms of Service (available at www.youtube/t/terms).
You agree to indemnify and hold Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, managers, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) a claim alleging that use of the customer data infringes the rights of, or has caused harm to, a third party; (2) a claim, which if true, would constitute a violation by you of your representations and warranties; or (3) a claim arising from the breach by you or other users of this Agreement, provided in any such case that Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect company’s business or service); (c) provides to you all available information and assistance; (d) and has not compromised or settled such claim.
Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Company represents and warrants that it will provide Smarter Firms in a manner consistent with general industry standards reasonably applicable to the provision thereof and that Smarter Firms will perform substantially in accordance with the online company help documentation under normal use and circumstances.
You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Smarter Firms and that your billing information is correct.
Company and its licensors make no representation, warranty or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Company and its licensors do not represent or warrant that: (1) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (2) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (5) ERRORS OR DEFECTS WILL BE CORRECTED, OR (6) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON »AS IS« BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.
Smarter Firms services may be subjected to limitations, delays and other problems inherent in the use of the internet and electronic communications. Company IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
Company shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) any errors or omissions from Smarter Firms, (b) the unavailability or interruption of Smarter Firms or any features thereof, (c) your use of Smarter Firms, (d) the content contained on Smarter Firms, or (e) any delay or failure in performance beyond our control.
Changes in terms and conditions
Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to Smarter Firms at any time, effective upon posting of an updated version of this Agreement on Smarter Firms. You are responsible for regularly reviewing this Agreement. Continued use of Smarter Firms after any such changes shall constitute your consent to such changes. Our Terms will be kept up to date at Smarter Firms.com/terms-of-service.
This Agreement may not be assigned by you without the prior written approval of Company but may be assigned without your consent by Company to (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by European Union export laws, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or Smarter Firms shall be subject to the exclusive jurisdiction. No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or use of Smarter Firms. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. This Agreement, together with any applicable Invoices, comprises the entire agreement between you and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
“Consent” of the data subject is any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
By “Content” we mean the audio and visual information, documents, software, products and services contained or made available to you by the Company in the course of using Smarter Firms.
By “Company technology” we mean all of company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by company.
“Controller” is given the same meaning as in the GDPR, which we summarize as the party that determines the purposes and means of the processing of personal data – the customer is the controller with respect to consumer personal data. Each party may be the controller of personal data it processes about the other’s personnel.
By “Customer data” we mean any data, information or material provided or submitted by you to Smarter Firms in the course of using Smarter Firms.
“Incident” means: (a) a complaint or a request with respect to the exercise of an individual’s rights under the GDPR; (b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or (c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach having taken place or being about to take place.
By “Intellectual property rights” we mean unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
By “License term(s)” we mean the period(s) during which you are licensed to use Smarter Firms pursuant to this Agreement and any applicable order form(s).
“Personnel” refers to those individuals who are employed by or are under contract to perform a service on behalf of one of the parties. Personnel may have rights in their personal data (including business contact information) if they reside in the EU. It is important to be clear about how personnel’s rights are protected.
“Data Subjects” refers to those individuals residing in the EU who are consumers or users of Company goods or services (also “consumers”), as well as any personnel who reside in the EU.
“Personal Data” is given the same meaning as in the GDPR which we summarize here as: any data relating directly or indirectly to an identifiable data subject. Personal data does not include any data that is anonymized, aggregated, de-identified and/or compiled on a generic basis and which does not name or identify a specific individual, directly or indirectly.
“Processing” is given the same meaning as in the GDPR, which we summarize as including: collecting, recording, using, storing, amending, adapting, disclosing, transferring or transmitting, structuring, using, combining, deleting or destroying, personal data (“Process” and “Processed” shall have similar meanings).
“Profiling” means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyze or predict aspects concerning that natural person’s performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location or movements.
“Pseudonymization” is the processing of personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organizational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.
“Restriction of processing” is the marking of stored personal data with the aim of limiting their processing in the future.
“Processor” is a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
“Recipient” is a natural or legal person, public authority, agency or another body, to which the personal data are disclosed, whether a third party or not. However, public authorities which may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing.
“Third party” is a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorized to process personal data.
By “User” we mean an individual authorized to use Smarter Firms and have been supplied user identifications and passwords (or by Company at your request or the applicable Administrator’s request). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use any and all customer data that you submit, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any customer data. Upon request by the applicable Administrator, the Company may remove, modify, edit or otherwise alter any applicable customer data. The Administrator shall also have the power to block, delete or otherwise modify the access of users under its applicable account, and shall be solely responsible for the addition and removal of users under its account.