Terms of Service.

Welcome to https://www.smartcommerce.com/ (the “Website”), the website and online service of SmartCommerce, Inc., a Delaware corporation and its affiliates (“SmartCommerce”, “we”, or “us”). This page explains the terms by which you may use Website and other services we may make available on this or any other website (collectively the “Service”). By accessing or using the Service, you agree to be bound by this Terms of Service (these “Terms”) and to the collection and use of your information as set forth in the Privacy Policy available at: https://www.smartcommerce.com/privacy-policy. These Terms apply to all visitors, users and others who access the Service (“you” or “User(s)”). If you do not agree to the Terms or the Privacy Policy please stop using the Service immediately.

The Service is owned and operated by SmartCommerce. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by SmartCommerce (the “SmartCommerce Materials”) are protected by United States or foreign copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All SmartCommerce Materials contained on the Service are the property of SmartCommerce or its subsidiaries or affiliated companies or third-party licensors. All trademarks, service marks, and trade names are proprietary to SmartCommerce or its affiliates or third-party licensors. Except as expressly authorized by SmartCommerce, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. SmartCommerce reserves all rights not expressly granted in these Terms.

THE SERVICE, INCLUDING WITHOUT LIMITATION, ALL MATERIALS, ARE MADE AVAILABLE ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND (II) SMARTCOMMERCE AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, PARENT COMPANY, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE "SMARTCOMMERCE PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE CONTENT ON OR PROVIDED THROUGH THE SERVICE; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SERVICE; (D) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SERVICE; OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM SMARTCOMMERCE OR VIA THE SERVICE. IN ADDITION, THE SMARTCOMMERCE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS. The SmartCommerce Parties do not make any representations or warranties that the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, reliable or otherwise. The SmartCommerce Parties do not warrant that your use of the service or items are lawful in any particular jurisdiction, and the SmartCommerce Parties specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the extent such jurisdiction's law is applicable to these terms.

You are solely responsible for your interactions with any third-parties and other users and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any third-parties or user of Services.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY OF THE SMARTCOMMERCE PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE ACCESS OF, USE OR INABILITY TO USE OUR SERVICES AND/OR CONTENT, INCLUDING WITHOUT LIMITATION, USE OF OR RELIANCE ON INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NON-DELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTCOMMERCE’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED U.S.$100.00. 

The Service may contain links to third-party platforms or websites (each, a “Third-Party Service”). You acknowledge and agree that we have no control over, and are not responsible for, these Third-Party Service or their use of your personal information. We do not endorse, recommend, or vouch for the security of such Third-Party Services. We recommend that you review their terms of service and privacy policies before accessing and using the Third-Party Service.

You agree that (i) the Service shall be deemed solely based in Georgia; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over SmartCommerce, either specific or general, in jurisdictions other than Georgia. These Terms shall be governed by the internal substantive laws of the State of Georgia, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts, located in Fulton county, Georgia, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights

In the event that a provision of these Terms is found to be unlawful, conflicting with another provision of the Terms, or otherwise unenforceable, the Terms will remain in force as though it had been entered into without that unenforceable provision being included in it.

We reserve all rights permitted to us under these Terms as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of these Terms or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

We reserve the right, at our discretion, to update, change, modify, add, or remove portions of these Terms at any time by posting the amended Terms on our website and, although not obligated, we may choose to provide additional notice, such as an email message or messaging within the Service, especially for material changes. It is important that you review these Terms regularly to ensure you are updated on any changes. Changes to these Terms are effective seven (7) days after being posted on our website, unless stated otherwise. Your continued use of the Service after any such updates take effect constitutes your agreement to the new terms. In the event of any material changes, disputes arising under these Terms will be governed by the version of the Terms in effect at the time the dispute arises.