TERMS AND CONDITIONS

 SmartCore User Agreement

Welcome to SmartCore. Please read this Agreement carefully, as it contains important information regarding your legal rights and obligations.

The Terms and Conditions (“Terms”) of this User Agreement (“Agreement”), as defined herein, govern your access and use of SmartCore’s software and business services as accessed through our websites, applications, and mobile services ("Services”) as defined below. If you're using the Services for or on behalf of an organization, you're accepting this Agreement on behalf of that organization, and you represent and warrant that you can do so. References to "you," "your," and similar terms are construed accordingly in this Agreement. This Agreement forms a legally binding contract between you and SmartCore (may be referenced as "us," we," "our").

By checking the acceptance box or accessing or using all or any part of the services, you accept all of the terms and conditions of this Agreement. If you do not understand any of the terms of this Agreement, please contact us before using the Services. If you do not agree with all of these Terms, you may not use or access the Services.

This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an "I Agree" button or otherwise indicating you accept this Agreement (including through an order form or request) or (b) the date you first access or use the Services.

These Terms include the right to send emails, messaging, and calls to you and the users, visitors, and customers of your website(s), application(s), and services (“End Users”) upon providing to SmartCore an email address, or mobile or phone number. You are at this moment consenting to receive recurring automated text messages, including SMS, or calls, or email for marketing purposes, from SmartCore.

These Terms include a class action waiver, which means that you and each End User agree to proceed with any dispute individually and not as part of a class action.

Section 1: Services and Fees
1.1 Software Services

SmartCore provides business management software to aid small businesses with client management, scheduling, and communication. This Agreement provides a general description of SmartCore's services to you. We provide you with a more detailed description of the Services through our website, www.smartcore.life.

Before using the Services, you must download the SmartCore Application and create an account (a “SmartCore Account”).

1.2 Third Party Services

SmartCore may use, or otherwise make available, third-party service providers’ products, services, Content, or data in connection with the Services ("Third Party Service(s)"). Third-Party Services are not "Services" under the Agreement and are not subject to any of the warranties, service commitments, or other obligations concerning Services herein, whether or not they are designated as “recommended” or “approved” by SmartCore. SmartCore does not control or endorse any Third-Party Services or their Content, and such Third Party Services are not subject to or governed by these Terms. The opinions, information, Content, and findings of any Third-Party Services are their own and do not necessarily state or reflect those of SmartCore. SmartCore does not control Third-Party Services and will have no liability to you in connection with any Third-Party Services. SmartCore has no obligation to monitor or maintain Third-Party Services and may disable or restrict access to any Third-Party Services without notice and for any reason, including if the Third-Party Service provider ceases to make it available. Any procurement, access, or use by you of Third-Party Services and any exchange of your Data or other information is solely between you and the provider of such Third-Party Services. By using or enabling any Third- Party Service, you expressly permit SmartCore to disclose your Data or other information to the extent necessary to utilize the Third-Party Service. SmartCore is not responsible for any disclosure, modification, or deletion of your Data as a result of such sharing. YOUR USE OF THIRD-PARTY SERVICES: (I) IS ENTIRELY AT YOUR OWN RISK, AND SMARTCORE SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE SAME; AND (II) ARE GOVERNED BY ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER AGREEMENTS AND POLICIES.

Additionally, SmartCore offers the ability to process payments through the Services via Third-Party payment processor partners ("Payment Services"). Payment Services, provided by Third-Party payment processor partners, are deemed Third-Party services for all purposes under these Terms. Any procurement by you of Payment Services will be subject to a separate merchant agreement which will be solely between you and the Third-Party payment processor. If you use Payment Services, you agree that you will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws, and regulations at all times while using such Payment Services.

1.3 Support Services

We will provide you with support to resolve general issues relating to your SmartCore Account and the use of the Services. We will make support available to you through the SmartCore Application support pages and other pages on our website. You may also contact support@smartcore.life for assistance.

You are solely responsible for providing support to your End Users regarding any services or products you deliver to your End Users. We are not responsible for providing support for the services to your End Users.

1.4 Changes to Services

SmartCore reserves the right to modify, update, or discontinue Services at Our sole discretion, at any time, for any or no reason, and without notice or liability.

1.5 Free, Trial, and Beta Services

SmartCore may make available to you free, trial, or beta Services from time to time at no charge to you, at SmartCore’s sole discretion. These Terms apply to your use of any free, trial, or beta Services. Any free trial or beta Services are provided "As Is" with no warranties of any kind. SmartCore is not responsible for any of your or your End Users' data, including retention or return, when you or your End Users use or access free, trial, or beta Services. SmartCore may discontinue or suspend your use of any free, trial, or beta Services at any time, with or without notice, and without any further obligations or liability to you. Any free, trial, or beta Services may also be changed to a Subscription with a Fee at SmartCore’s sole discretion and with prior notice to you. Upon such notice, your right to continue to use such Services on a free, trial, or beta basis shall cease on the earlier of the effective date specified in the notice or upon conversion to a Subscription with a Fee.

1.6 Branded Mobile App Terms

Additional terms specific to the purchase and use of the Branded Mobile App, “Supplemental  Terms for the SmartCore Branded Mobile App,” apply and are at this moment incorporated by reference into this Agreement as if set forth fully herein.

1.7 Payment Processing for Services

SmartCore uses Third-Party payment processors ("Payment Processor(s)") to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor, in addition to this Agreement. SmartCore’s current Payment Processor is Stripe, and your payments are processed by Stripe per Stripe's Terms of Service and privacy policy. Through the Payment Processor, you agree to pay us all charges at the prices then in effect for any purchase per the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct or instruct our Payment Processor to correct any errors or mistakes, even if payment has already been requested or received.

Section 2: Eligibility
a) Minors. Persons older than 13 but under the age of 18 may only use these Services with the consent and under the supervision of their parents or legal guardians. Please do not submit any personal information to this website if you are a minor. SmartCore is not intended to be used by users under the age of 13, and we ask that if you are 13 years of age or younger, you do not use Our Services for any purpose.
b) You may not access or use the Site if: (i) you believe you are a competitor of Ours, (ii) we deem you as a competitor of ours, or (iii) we have previously banned you from the Site.
c) If you use the Services on behalf of a company, entity, or organization, you represent that you are an authorized representative of such company, entity, or organization with the authority to bind it to this Agreement (which authority you now exercise). If it is determined that you do not meet the eligibility requirements as defined here, SmartCore may, at its sole discretion, elect to terminate your Account.
Section 3: Your SmartCore Account

(a) You will be required to create a SmartCore Account and specify a password to use the Services. To create an account, you must be eligible as specified in section 2, provide contact information, and submit any other form of authentication as determined by SmartCore at its sole discretion. You must provide truthful, accurate, and current information in connection with your Account. You are responsible for updating and correcting information you have submitted to create or maintain your Account. You may not impersonate or provide an email address other than your own or create multiple SmartCore Accounts. We may refuse to grant you an account with a name that impersonates someone else, or if the name is illegal, vulgar, or offensive, or if it may be protected by trademark or other proprietary rights, as determined by SmartCore in its sole discretion.

(b) You are solely responsible for your and your End Users' Accounts and their interactions through the Services or outside the Services, including with other End Users of the Services. SmartCore is not responsible for the connections or disconnections between an employee’s, instructor’s, coach’s, or other End User's Accounts, including any data loss or User Content.

(c) You are solely responsible for providing, maintaining, and ensuring compatibility with the Services, including but not limited to, any hardware, software, electrical, telecommunications, internet access connections, web browsers, and other physical requirements for access and use of the Services.

(d) You are solely responsible for maintaining the security and confidentiality of your user identification, a password used to access your Account, and other confidential information relating to your Account. You acknowledge and agree that SmartCore shall have no responsibility for any incident arising out of, or related to, your Account or account settings. You are fully responsible for all activities under the Account and any other actions taken in connection with it. You must immediately notify SmartCore of any suspected or actual unauthorized access or use of your Account or password, or if applicable, your End User's Account or password, or any other breach of security. If you notify us or otherwise suspect such activity, you agree to cooperate with us in any investigation and use any prevention measures we prescribe.

Section 4: Your Responsibilities and Obligations
4.1 Consent

You are responsible for ensuring that you have obtained the requisite level of consent necessary from your End Users when utilizing the Services, including but not limited to marketing via text message and calls with automatic dialer, for email marketing, and in compliance with privacy laws. You are responsible for ensuring that you have appropriate and lawful permission from all End Users to interact or contact such End Users through the Services following applicable laws and regulations.

4.2 Responsibility for the Use of Services

(a) You are responsible for all use of the Services under these Terms. You are further fully responsible for your End User's use of the Services. You will include appropriate terms and conditions in your Agreement with your End Users that are at a minimum as restrictive as these Terms. Throughout the Term, you will ensure compliance with your End Users with the relevant provisions of these Terms and all applicable Laws. You are solely responsible for your relationships and agreements with any End Users, and SmartCore has no responsibility or liability of any kind. Any references in these Terms to your access or use of the Services is deemed to include access or use by your affiliates, staff, employees, contractors, consultants, advisors, independent coaches or trainers, and End Users, as applicable.

(b) We shall, but are not required to, provide you with all corrections, revisions, patches, service patches, updates, and subsequent releases of the Services. You agree that you will cooperate with us to install modifications, revisions, patches, service patches, updates, and subsequent Services releases.

(c) You shall promptly notify us of any non-routine inquiry, investigation, inspection, or any other action by any governmental body or other person or entity concerning the production, promotion, sale, or distribution of any product which is reasonably likely to have a material adverse effect on the Services.

4.3 Lawful Use

(a) You must lawfully use the Services and must obey all laws, rules, and regulations ("Laws") applicable to your use of the Services. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, false advertising, and any other Laws.

(b) You may not use the Services to facilitate illegal Transactions or permit others to use the Services for personal, family, or household purposes. In addition, you may not allow and may not allow others to (i) access or attempt to access non-public SmartCore systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, Content, or any part of the Services, documentation, or our website except as expressly permitted by applicable Laws; (iii) act as a service bureau or pass-through agent for the Services with no added value to customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the regular operation of the Services or affect the use of the Services by our other users, or (ix) impose an unreasonable or disproportionately large load on the Service.

4.4 Data

You have sole responsibility for the accuracy and quality of your data and ensuring that your collection, use, sharing, notice, consent, and control of End User data and your data comply with all applicable privacy and data protection laws and regulations. You have sole responsibility for any liability resulting from your handling of cardholder data.

4.5 Prohibited Activities

You agree that you and your End Users will NOT:

(a) use the Services to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user’s use of the Site;

(b) use the Services to submit or transmit spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;

(c) use the Services for promotional or commercial purposes, except with relation to your End Users and subject to all applicable Laws and regulations;

(d) use the Services in a manner that may create a conflict of interest, such as trading reviews with other business owners, compensating someone or being compensated to write or remove a review, or by writing a fake or defamatory review;

(e) use the Services for keyword spamming or to otherwise attempt to manipulate natural search results;

(f) use the Services to promote bigotry or discrimination against any persons or other Users for any reason;

(g) use the Services to violate any third-party rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right of any person or entity;

(h) use the Services to submit or transmit any pornographic, graphic, objectionable, or illegal content including but not limited to nudity and depiction of drug use;

(i) use the Services to solicit personal information from minors or to harm or threaten to cause harm to minors;

(j) use the Services in violation of this Agreement or any applicable law;

(k) make any modification to or unauthorized copies of the Services provided to you. You shall not modify, translate, reverse engineer, decompile, or create derivative works based upon the Services or cause another to do so.

(l) remove any proprietary information from the Services, modify, adapt, rent, lease, host, sublicense, redistribute, or loan the Services.

(m) reverse engineer any portion of the Services, except as may be permitted under the Law;

(n) remove or modify any copyright, trademark, or other proprietary rights notice on the Services or any materials printed or copied off of the Services;

(o) record, process, or mine information about other users;

(p) use any robot, spider, site search/retrieval application or other automated devices, process or means to access, retrieve, scrape or index the Services or any Content;

(q) access, retrieve or index the Services for purposes of constructing or populating a searchable database of business reviews;

(r) reformat or frame any portion of the Services;

(s) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on SmartCore’s computer systems;

(t) attempt to gain unauthorized access to the Services, user accounts, computer systems or networks connected to the Services through hacking, password mining or any other means; use the Services to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses"); use any device, software or routine that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services; make excessive traffic demands; use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Content, or features that enforce limitations on the use of the Services; and make any untruthful or defamatory statements.

4.6 Representation

You now represent and warrant that: (i) You are eligible to use the Services (as defined in Section 2) and authorized to enter into this Agreement; (ii) all information provided by you is truthful, accurate, and complete; (iii) You are the authorized signatory of the credit or charge card provided to us or our Payment Processor, to pay the Fees; (iv) You shall comply with all terms and conditions of this Agreement; (v) You comply with all applicable US and international Laws; and (vi) You have provided and will provide accurate and complete registration information, including, without limitation, your full legal name, address, and telephone number.

4.7 Relationship with Your Customers (End Users)

You may only use the Services for legitimate Transactions with your End Users. You know your End Users better than we do, and you are responsible for your relationship with them. SmartCore is not responsible for the products or services you publicize or sell, or that your End Users purchase using the Services, or if you accept donations, for your communication to your End Users of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for delivery, support, refunds, returns, and any other ancillary services you provide to your End Users. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with your use of the Services.

4.8 Electronic Communication and Signature Consent

By registering for a SmartCore Account, you agree that such registration constitutes your electronic signature, and you consent to electronic disclosures and notices from SmartCore. You also agree that your electronic consent will have the same legal effect as a physical signature.

You now authorize us to provide notices to you via cell phone and via text message and to allow us to verify your identity over your SmartCore Account and to provide you with other information about your SmartCore Account. Standard text or data charges may apply to such notices.

4.9 Export Controls

You will comply with all applicable export laws and restrictions and regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and you will not use the Services to export or allow any export or re-export in violation of any such restrictions, laws or regulations. You represent and warrant to SmartCore that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country. You will otherwise comply with all applicable export control laws. If you reside outside the United States, in addition to complying with the previous, you will comply with any relevant export control laws in your local jurisdiction.

Section 5: User Content
5.1 Permission to Use Your Content

Users of the Services (you or you End Users) may provide us with Content, including without limitation text, photos, images, music, audio, videos, fonts, logos, stickers, code, and any other materials ("User Content") that are uploaded or supplied in any format to the Services or SmartCore directly. Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services described in this Agreement.

SmartCore will never sell its user contact information nor allow anyone to advertise to other businesses’ End Users other than their own.

5.2 License

You now grant to SmartCore a worldwide, irrevocable, perpetual, nonexclusive, transferable, sublicensable, and royalty-free right and license to:

(a) modify, copy, distribute, and incorporate into the Services (without attribution of any kind) any suggestions, enhancement requests, recommendations, proposals, corrections, or other feedback or information supplied by you or your End Users relating to the Services or SmartCore’s business(es);

(b) reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, distribute, adapt, modify, create derivative works of, disclose and use User Content in connection with the Services and SmartCore’s business through all media now known or developed in the future, including for promotions and marketing. You expressly waive any “moral rights” in and to the User Content. Without those rights, we could not offer our Services. Please note that this license continues even if you stop using our Services.

(c) to use your business name(s), trademarks, service marks, logos, or any publicly available images (collectively, "Your Marks") in connection with providing the Services for marketing and promotional purposes in connection with SmartCore’s business and Marketing Services. Smartcore agrees that any use of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights granted explicitly to SmartCore, all rights, title, and interest in Your Marks are expressly reserved by you.

5.3 Responsibility for Your Content

(a) You and your End Users have sole responsibility for User Content posted by you or on your behalf. You can only post User Content if you own all rights to that User Content or if another rights holder has permitted you. You represent that you own, or have the necessary permissions to use, and authorize the use of, User Content posted or uploaded by you or on your behalf onto the Services. You acknowledge that any disputes regarding ownership of any User Content uploaded to the Services are between you and the End User or Third-Party licensor. SmartCore has no responsibility or liability related to it.

(b) You and each End User who submits Content assume all risks associated with your Content, including, but not limited to, anyone’s reliance on its accuracy, quality, reliability, appropriateness, completeness or usefulness, or any disclosure by you of information in Your Content that makes you personally identifiable. SmartCore provides no guarantees or warranties that other users will not misuse your User Content. SmartCore is under no obligation to host, store or publish User Content through the Services or continue to host, store or publish User Content. Under no circumstances shall SmartCore be liable in any way for any User Content including, but not limited to, any errors, inaccuracies, misuse, misappropriation, omissions, or loss of any User Content, or for any liability, claim, actions, harm, cost, judgment, proceeding, expense (including attorneys' fees and costs), or damage of any kind (collectively, "Losses") incurred as a result thereof.

(c) You may not imply that Your Content is in any way sponsored or endorsed by SmartCore.

5.4 Use and Removal of User Content

User Content (including any that users employed or contracted by SmartCore may have created) does not necessarily reflect the opinion of SmartCore. SmartCore reserves the right to remove, delete, or reinstate any User Content for any reason or no reason at all, at its sole discretion, without notice to you. This includes User Content that violates these Terms. SmartCore has no obligation to retain or provide you with copies of your User Content, nor do we make any guarantees or representations concerning any confidentiality concerning your User Content. SmartCore may display advertisements and other information adjacent to or include your User Content in the Services and Other Media. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to you.

Section 6: Subscriptions, Terms, and Fees
6.1 Subscriptions

The current Subscriptions, including their related Terms and Fees, can be found on our website. Subscriptions, the Term, and Subscription Fees may change from time to time at SmartCore’s sole discretion.

6.2 Term

(a) The Term of this Agreement (the "Term") shall commence on the date of your download or registration, whichever occurs first. It shall continue until i) all Subscriptions hereunder have expired or ii) terminated under this Agreement.

(b) Term of Subscription. The Term of each Subscription shall be as specified on the applicable Website or Order. The Term begins on the Effective Date, as defined herein, and continues until the Subscription you selected on the website during the registration process or specified in the applicable Order expires or has been terminated ("Initial Term").

6.3 Fees

SmartCore will provide the Services to you at the rate and for the fees (“Subscription Fees”) described on our website or set forth on your Order. We may revise the Subscription Fees at any time. However, we will provide you with at least 30 days' notice before revisions become applicable to you. In addition to the Subscription Fees, you are also responsible for any penalties or fines imposed concerning your SmartCore Account.

Subscription Fees must be paid in advance of each Term, including Renewals. From time to time, SmartCore may change the pricing or fees applied by third parties that relate to the Services, such as card scheme fees, interchange, or other changes that Third-Party Services enact.

You are also obligated to pay all taxes, customs, duties, fees, and other charges imposed by any governmental authority ("Taxes"), including any value-added tax, goods and services tax, provincial sales tax, or harmonized sales tax, or withholding tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us. In the event you use the Services to make payments or payouts to any Third-Party, you agree that you are responsible for determining what Taxes, if any, apply to those payments or payouts and for assessing, collecting, reporting, and remitting applicable Taxes as required by Laws in all relevant jurisdictions. You agree SmartCore is not responsible for determining, collecting, reporting, or paying any Taxes on Services provided under this Agreement or on any payments or payouts you make to any third party through the Services.

6.4 Renewals

Each Subscription will automatically renew for additional periods equal to the expiring Initial Term or one year (whichever is shorter) (each a “Renewal Term” and collectively with the Initial Term, the “Term”). Notwithstanding any provision to the contrary, any Renewal Term will be subject to re-pricing of Subscription Fees for such renewals at SmartCore’s then-current rates.

6.5 Payment Terms

You agree to pay SmartCore the Subscription Fees and any other applicable fees for the Subscription you selected as specified on the website during the registration process or in the appropriate Order. You are responsible for all Subscription Fees for the entire Term you selected. All Fees, Taxes (as defined herein), and other charges shall be billed to your credit or charge card in US Dollars. You now permit us to process the applicable payments. In the event of any refusal of your credit card issuer to pay any amount to SmartCore for any reason, you agree to pay promptly pay SmartCore the amount owed.

6.6 Past Due Charges

Any unpaid Fees by the applicable due date may accrue interest and charges at the lesser of 1.5% of the outstanding balance per month or the maximum interest rate permitted by Law. You agree to pay the collection costs on any unpaid balance not received by the due date, including attorney's fees and expenses. If you fail to pay any amount when due, SmartCore may immediately suspend or terminate this Agreement and your access to the Services.

6.7 Taxes

Subscription Fees do not include taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively "Taxes"). You are responsible for and shall pay all Taxes associated with purchases of Services, Subscriptions, or any other transactions under these Terms, whether imposed now or in the future by any governmental entity.

6.8 Refunds and Cancellations

All Subscription Fees are noncancelable and non-refundable for the entire Term.   There will be no refunds or credits for partial use of the Services, upgrade/downgrade refunds, or refunds for months unused with an active account. You are responsible for all Subscription Fees of any Renewals relating to your Account until your Account or these Terms are terminated as specified herein.

Section 7: Privacy, Security, Confidentiality
7.1 SmartCore Privacy Notice

SmartCore’s Privacy Policy  describes how we collect, use, and share your personal information. Using these Services, you confirm that you have read and understood our Privacy Policy . Please note that the Privacy Policy is not part of this contractual Agreement, and we may change it at our discretion.

7.2 Security

SmartCore will implement commercially reasonable technical and organizational measures for the Services designed to protect Personal Information against accidental or unlawful destruction, loss, alteration, disclosure, or access.

7.3 Unauthorized Disclosure

If either Party believes that there has been a disclosure of your data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.

7.4 Subprocessors

You agree that SmartCore may use Sub-Processors to assist SmartCore in processing Personal Data for the performance of the Service.

7.5 Confidential Information

A party will not disclose or use any Confidential Information of the other Party except (i) as reasonably necessary to perform its obligations or exercise any rights granted according to this Agreement; (ii) with the other Party's prior written permission; or (iii) to the extent required by Law or Order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party's Confidential Information in the same manner that it protects its Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to a party before its disclosure by the other Party without breach of any obligation owed to the other Party; (iii) was independently developed by a party without breach of any obligation owed to the other Party; or (iv) was or is received from a third party without breach of any obligation owed to the other Party.

Section 8:  Proprietary Rights and Licenses
8.1. Ownership and Reservation of Rights

You now acknowledge and agree that the Services provided are SmartCore’s exclusive intellectual property and a valuable trade secret of SmartCore. You may not disclose or make available to third parties the Services or any portion of any information from SmartCore without SmartCore’s prior written approval. SmartCore reserves title to, ownership of, and all proprietary rights, including any trademark, patent, or copyright to the Services, as well as any related work product and major or minor releases of the software, if any. No rights are granted to you hereunder except for the limited license granted below.

You shall promptly and in good faith take all action reasonably necessary, advisable, or requested by SmartCore to assure compliance with this Section by all your Representatives.

8.2 Licenses

Subject to the payment of all Subscription Fees, You are granted a nonexclusive and nontransferable license to electronically access and use the SmartCore Services only in the manner described in this Agreement. SmartCore does not sell to you, and you do not have the right to sublicense SmartCore’s Services.

You may not: (i) claim or register ownership of SmartCore’s services on your behalf or the behalf of others; (ii) sublicense any rights in SmartCore’s Services granted by us; (iii) import or export any SmartCore Services to a person or country in violation of any country’s export control Laws; (iv) use SmartCore’s Services in a manner that violates this Agreement or Laws; or (v) attempt to do any of the preceding.

Section 9: Termination and Suspension
9.1 Termination by User.

This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or by SmartCore. You may terminate this Agreement by closing your SmartCore Account at any time by opening the account information tab in your account settings, selecting "close my account," and ceasing to use the Service. If you use the Services again or register for another SmartCore Account, you consent to this Agreement. You may stop using the Services at any time; however, You will remain responsible for paying all fees, including unpaid Subscription Fees, owed for the entire Term.

9.2 Termination for Cause

SmartCore may terminate or suspend for cause (i) these Terms, in whole or in part; (ii) the Term of any Subscription; or (iii) access and use of your or any End User's Account, effective immediately upon notice to you, or the End User. In the event of termination, according to this section 8.4, in addition to other amounts you may owe SmartCore, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Term. In no event will any termination relieve you of your obligation to pay any fees payable to SmartCore for the period before the effective termination date.

9.3 Effect of Termination

In addition, upon termination, you understand and agree that (i) all licenses granted to you by SmartCore under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Subscription Fees or fines, or other financial obligation incurred by you or through your use of the Services before termination.

Upon any termination or expiration of this Agreement, or any subscription Term, you shall immediately cease all use of and access to the Services and destroy or, at SmartCore’s request, return any SmartCore confidential information in your possession. You acknowledge that you shall have no further access to Content or Data, including any End User Data input into the Services, and that SmartCore may delete any such Data at any time, except as specified in the following paragraph.

Within thirty days following the termination date of this Agreement, upon your request, and provided that you have paid SmartCore, all amounts owed under this Agreement, SmartCore will make your Data in its possession or control available to you. Data collected, stored, or maintained by a Third Party is not included in this Agreement. After these thirty days, SmartCore will have no obligation to retain or provide Your Data, except as applicable Law requires. If you need SmartCore’s assistance in retrieving your Data at any time during the Term, additional fees may apply.

Section 10: Indemnification

You agree to indemnify, defend, and hold harmless SmartCore its officers, directors, employees, affiliates, subsidiaries, agents, licensors, suppliers, and Third Party Service providers ("SmartCore Entities") from and against all third Party claims alleged or asserted against any of them, and all related charges, damages, and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to (a) any actual or alleged breach by you or an End User of any provisions of this Agreement; (b) any access to or use of the Services by you or an End User; (c) any actual or alleged violation by you or an End User of the intellectual property, privacy or other rights of a third party; and (d) any dispute between you and another party regarding ownership of or access to your Data.

Section 11: Disclaimer and Warranty

OUR SERVICES AND ALL CONTENT IS MADE AVAILABLE TO YOU ON AN “AS-IS” BASIS. WE PROVIDE OUR SERVICE USING A COMMERCIALLY REASONABLE LEVEL OF CARE. HOWEVER, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT, INCLUDING USER CONTENT, THE SPECIFIC FUNCTION OF THE SERVICES, ITS QUALITY, RELIABILITY, AVAILABILITY, SECURITY, OR ABILITY TO MEET YOUR OR YOUR END USERS' REQUIREMENTS. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE. ACCORDINGLY, YOU UNDERSTAND THAT YOUR USE OF THE SERVICE AND CONTENT IS AT YOUR SOLE RISK, AND THE SERVICE, INCLUDING THE USER CONTENT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

SMARTCORE, AND THE SMARTCORE ENTITIES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND ABOUT THE SERVICES, INCLUDING THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COURSE OF DEALING, USAGE OR TRADE PRACTICE. SMARTCORE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES RELATING TO ANY CONTENT, INCLUDING USER CONTENT AND ANY THIRD-PARTY SERVICES. YOU WILL LOOK SOLELY TO THE THIRD-PARTY SERVICE PROVIDER FOR ANY WARRANTY-RELATED ISSUES OR OTHER CLAIMS RELATED TO IT.

Section 12: Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SMARTCORE, AND THE SMARTCORE ENTITIES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR OR YOUR END-USERS, USE OF, OR INABILITY TO USE THE SERVICES, USER CONTENT, OR THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA OR OPPORTUNITIES, LOSS OF USER CONTENT, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PRIVACY OR SECURITY, UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR USER CONTENT, INTERRUPTION OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER  IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SMARTCORE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY LAW, SMARTCORE'S AND THE SMARTCORE ENTITIES' ENTIRE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT PAID BY YOU TO SMARTCORE UNDER THE AGREEMENT IN THE TWO (2) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR (II) US $100.

Section 13: Force Majeure

In the event either Party is unable to perform its obligations or current modifications of obligations under the terms of this Agreement because of acts of God, National Emergency, or other causes reasonably beyond its control, such Party shall not be liable for damages to the other for any such failure to perform or otherwise from such causes.

Section 14: Miscellaneous
14.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed according to the State of Rhode Island (without giving effect to the Law of conflict). Any action to enforce, which arises out of or in any way relates to, any of the provisions of this Agreement shall be brought exclusively in the County of Kent, State of Rhode Island.

14.2 Entire Agreement

This Agreement fully expresses both parties' understanding and all prior understandings, agreements, or representations, oral or written, are now superseded and canceled.

14.3 Assignment

This Agreement and the license granted hereunder may not be transferred or assigned by you without the prior written consent of the SmartCore.

14.4 Notices

Any notices provided by SmartCore under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your Account. You agree that all agreements, notices, disclosures, and other communications that SmartCore provides to you electronically satisfy any legal requirement that such communications be in writing. Except as otherwise provided herein or on the website, all notices to SmartCore must be sent to SmartCore,  ATTN: Ryan J Lutrario, 300 Centerville Rd, Summit East Suite 320, Warwick, RI 02886.

14.5 Mandatory Dispute Resolution

There may be instances when you have a problem or dispute that needs special attention. In those instances, SmartCore is committed to working with you to reach a reasonable resolution; however, we can only do this if we know and understand your issue. Therefore, for any problem or dispute that you may have with SmartCore, you acknowledge and agree that you shall first allow SmartCore to resolve the issue or dispute. This includes you first sending a written description of the problem or dispute to SmartCore,  ATTN: Ryan J Lutrario, 300 Centerville Rd, Summit East Suite 320, Warwick, RI 02886. You then agree to participate in discussions with SmartCore in good faith to resolve the problem or dispute.

14.6 Arbitration Agreement

Suppose any dispute, controversy, or claim arising out of or relating to the Services, SmartCore, or this Agreement or the breach, termination, or non-renewal of this Agreement or the validity cannot be settled through negotiation. In that case, the parties first agree to try in good faith to resolve the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or other dispute resolution procedure.

If mediation fails to settle the dispute, the parties agree the dispute shall be finally settled by arbitration administered by the American Arbitration Association per its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

THE PARTIES now KNOWINGLY AND VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY and agree that if the preceding binding arbitration provision is determined for any reason to be unenforceable or inapplicable to a particular dispute, then such dispute shall be decided solely by a judge, without the use of a jury, sitting in a court of competent jurisdiction. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party shall be entitled to recover its costs from the losing Party, including reasonable attorneys’ fees.

CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS OR PROCEEDINGS ARE NOT PERMITTED. YOU NOW WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SMARTCORE.

In no event shall any claim, action, or proceeding by you related in any way to these Terms be instituted more than two (2) years after the cause of action arose.

14.7 Waiver

No failure of SmartCore to strictly enforce any of their respective rights under this Agreement shall be deemed a continuing waiver, and SmartCore may after that strictly enforce any such rights.

14.8 Severability

Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable Law as nearly as possible to reflect the parties' original intent. All other parts of this Agreement remain in full force and effect. In the event of any expiration, termination, or cancellation of this Agreement, provisions intended to continue and survive shall do so.

14.9 Relationship of Parties

Nothing contained in this Agreement shall in any way be construed to create an agency relationship, partnership, or joint venture between the parties, and you shall have no power to obligate or bind SmartCore. Smartcore shall have no authority to obligate or bind you in any manner whatsoever.

14.10 Feedback, Submission of Ideas

Any solicited or unsolicited feedback that is offered or communicated to us (including but not limited to ideas, original creative artwork, suggestions, improvements, feature requests, new or improved products or technologies, product enhancements, processes, materials, marketing plans, promotions, new artwork or other works, or new product names is voluntary and shall be the property of SmartCore without any compensation to you. Feedback will not be considered confidential information. If you choose to give us Feedback, SmartCore reserves the right to reproduce, use, disclose, distribute, or otherwise act on such feedback without any obligation to you.

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