app-translation.com Terms of Service Agreement
Service Description
Eligibility
Registration Obligations
Account Password and Security Measures
Subscription Membership
User Conduct
Privacy, Security, Monitoring, and Disclosure
Privacy
Site Investigation and Monitoring
Disclosure
Illegal Activity
General Release
Service Modification
Information Recovery and Practices Regarding Service Use
Links and Third Party Interaction
Intellectual Property and Proprietary Rights
Unsolicited Ideas
Service software
Web, Application, API, and Service User Content
User Account and License Restrictions
Warranties Disclaimer
Limitation of Liability
Indemnity
Publicity
Modification and Notice
Applicable Law
Termination
By Cause
Licensed Services
Transaction Based Services
Complementary Accounts
Account Suspension For Non Payment
Trademark Information
Ownership
Intellectual Property
Copyright
Assignment
Arbitration
Summary
Welcome to app-translation.com! By using our services (Web based, API based, PWAs, Mobile, or any other services or applications) you are agreeing to our Terms of Service defined in this document and all documents incorporated by reference. Please read the Terms of Service carefully before using services. Also read all policies and guidelines incorporated by reference such as the privacy policy, and contact app-translation.com legal if you have any questions.
Our services are diverse and additional terms may be made available with respect to services accessed. Should you choose to use services that contain additional Terms of Service, those Terms of Service will be incorporated and become part the Terms of Service specified here.
The “Terms of Service” govern the use of applications, features, content, API’s (Application Programming Interfaces) as provided to the user or subscriber (“Sub-user”, “you”, or “your”).
This agreement was updated last on June 19, 2021.
By signing up for an account you agree to these Terms of Service, and any additional terms specified by services (APIs, etc.) or applications that you elect to use. You also agree to our privacy policy, incorporated herein by reference.
These Terms of Service, together with the privacy policy, and any other terms contained herein or incorporated herein by reference, are jointly referred to as the “Terms of Service”.
Smodin LLC, including Smodin LLC’s affiliates, contractors, divisions, suppliers, and all data sources ( Collectively “Smodin LLC“, “app-translation.com”, “our”, “us”, “we”) welcomes you. These Terms of Service apply to all service subscribers and users.
If you are representing a company or other legal entity you declare that you have the authority to represent and bind the entity and its affiliates to the conditions and terms contained in this agreement and that the terms “Your” or “You” shall refer to the entity and its affiliates. If you do not agree with the terms and conditions written in the Agreement, or do not have the authority to bind your legal entity to the Agreement, you must not accept this agreement and may not use the services offered by Smodin LLC
Smodin LLC, at its sole discretion, reserves the right to update or change any policies, guidelines, terms, or conditions contained in this Agreement. Any revisions, updates, or changes will become effective the moment they are made available on the site or through any other means.
You agree that you will regularly visit and review the Terms of Service.
See this resource for Terms of Service Updates and History .
You are responsible for keeping up to date with changes in this agreement and reviewing any applicable revisions, changes, or updates that may be posted without notice to you. CONTINUED USE OF Smodin LLC’S SERVICES FOLLOWING AN UPDATED POSTING OF MODIFICATIONS OR CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH MODIFICATIONS OR CHANGES. IF YOU DO NOT AGREE WITH THE MODIFICATIONS, STOP USING Smodin LLC’S SERVICES IMMEDIATELY.
By using any of our services you are indicating that you have accepted the terms of this agreement and will be bound by these terms of service.
These Terms of Service provide that all disputes between Smodin LLC and you will be resolved by BINDING ARBITRATION. UNDER THIS CONTRACT YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO DEFEND OR ASSERT YOUR RIGHTS. Your claims cannot be brought as a class action and your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY. Please review the “Arbitration” section of the Terms of Service for the details to arbitrate any disputes with Smodin LLC. NOTHING SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU IN THESE TERMS OF SERVICE. If any provisions or provision of these Terms of Service shall be held to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions shall remain in full effect.
STOP USING SERVICES IMMEDIATELY IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE.
Smodin LLC provides access to a cutting edge set of advanced planning and execution services. For further information please see the app-translation.com Website.
You may not access or use services without written consent from Smodin LLC if you are a direct competitor, or intend to be in direct competition with, the services offered by Smodin LLC. Use of Smodin LLC services is limited to entities that can participate lawfully in agreements and contracts governed by applicable law. Due to the critical nature of the functions that Smodin LLC services perform, minors may not use the Smodin LLC domain based services (APIs, Web Applications, Mobile Applications, etc.) and/or Smodin LLC Corporate services, and this restriction should not limit the generality of the foregoing. Every user that has a Smodin LLC account and every person who uses Smodin LLC domain based services, or any other service offered by Smodin LLC, warrants to Smodin LLC that he or she is at least over the age of 18 or the age of majority in the state or province of residence, and may therefore form binding contracts under applicable law. In order to use the services, you must obtain internet access and you must provide all equipment necessary to maintain such access. You may not provide false identity credentials or impersonate another Smodin LLC user in order to gain access to services.
You certify that:
You have reached the age of majority in the province or state of residence.
You are not barred from receiving service or products under applicable law.
You are able to enter into a binding legal obligation
You are familiar with our Illegal Activity clause and will not attempt any of these activities or any activity that is illegal or will cause harm to our services or our users.
Your use of any service offered by Smodin LLC will comply with these Terms of Service.
You have the right to provide all information you submit to Smodin LLC services and all such information is true, accurate, current, and complete.
With respect to services offered you agree to:
Provide accurate, current, true, and complete information about yourself and your company as requested by the registration media or Smodin LLC employees.
Promptly maintain the Registration Data to keep it true, accurate, current and complete. If Smodin LLC suspects that any information you provided is untrue, not current, inaccurate, or incomplete, Smodin LLC has the right to and may suspend or terminate your account and refuse any and all current and planned use of services.
Keep login information for your account secure and never post, distribute, or publish login information for your account or share your password information with any third parties.
Only register one account with the same billing details. If registering multiple accounts with the same billing details then Smodin LLC must first be notified of the intent. Multiple accounts with the same billing details risk being flagged as fraudulent.
Upon completing the Smodin LLC registration process you may receive an account designation that can be accessed using your registration credentials. The security and safety of the password, access tokens, and account confidentiality is your responsibility, and you are fully responsible for all activities that are possible post login to your account. You must supervise the usage of your account and safe guard your password. You are responsible for verifying the trust worthiness of persons entrusted account access information.
You understand and agree that Smodin LLC shall have no responsibility for any incident related to, or arising out of, your account settings. You must maintain settings that reflect your preferences.
Your account and license cannot be shared with other users or used by more than one user. The account is strictly for your own use. You are the only person authorized by Smodin LLC to access your account for many reasons including the prevention of fraudulent conduct. The account may be transferred or assigned to a new user when the current user is changing job function, is terminated, or has stopped using the service. You are solely responsible for maintaining the secrecy of your password and may not disclose it to any third party. If the account needs to be transferred to another user, this should occur once through your Smodin LLC account personal preferences, where the new user can reset the password such that the new user now is the only person with access. You must change the password immediately if it is compromised.
For security purposes, you agree to always logout of your account when you are done using it, terminating the associated session. Smodin LLC will not and cannot be liable under any circumstances for damages resulting from failure to logout or otherwise terminate connections to an account.
All service interactions must comply with these Terms of Service. We may limit or terminate your privileges in our sole discretion with respect to use of services if your conduct restricts or inhibits any user from using our services. In addition remedies including, without limitation, forfeiture of any forms of unredeemed value in your account or cancellation of your account.
You must follow guidelines and policies made available within the services and corresponding documentation.
Services are to be used in accordance with the guidelines provided via documentation and the user interface or application programming interface. We may stop providing and remove access to services if you do not comply with terms and policies posted or if we are investigating attempts at misusing or interfering with the services.
You understand that all information including text, software, scripts, graphics, video, messages, comments, written posts, interactive features generated, or other materials, also referred to as “Content” or “User Content”, whether privately transmitted or publicly posted, are the sole responsibility of the legal entity or person from which such Content originated. This means that you, and not Smodin LLC, are completely responsible for all Content that you upload, download, transfer, or otherwise come in contact with via the Service and through activities conducted using your account. You represent that all User Content that you provide is complete, accurate, up to date, and in compliance with rules, applicable laws, and regulations. You also acknowledge that all Content, including User Content, the content of collaborators and third parties, that you access or use through the services is at your own risk and that you will be the sole person responsible for loss to any party or yourself resulting from such use.
Smodin LLC does not endorse sites or links accessed through the service and will not be liable under any circumstances in any way for any Content, including, but not limited to, errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, uploaded, downloaded, or otherwise transmitted while using services. You also understand that through use of services, you may be exposed to Content that is objectionable, indecent, and offensive and that Smodin LLC is under no obligation to manage or remove such material, even though it does retain the right to do so. Smodin LLC grants you a non-exclusive, non-transferrable right to use the service solely for your own internal purposes, contingent upon the terms and conditions written in this agreement. Smodin LLC and its licensors reserve all rights not expressly granted to you.
You agree to comply with all applicable foreign, national, local, state, laws, treaties, and regulations regarding the use of all services, the transmission of technical data exported from the country in which you reside, those related to international communication and data privacy, the transmission of personal data, and those related to the the bidding on, ordering of, or purchase of services and products, and retrieval and posting of information (including without limitation those governing false advertising, tax and export control, and antitrust and unfair competition). You understand, agree, and acknowledge that Smodin LLC domain based services are not intended to facilitate illegal agreements amongst competitors, such as collusion or other illegal agreements, and that Smodin LLC has a policy of respecting and working in accordance with antitrust laws. You warrant and represent that you do not intend to use Smodin LLC domain based services, APIs, applications (Mobile and Web) or any other service offered by Smodin LLC, to violate unfair competition and antitrust laws and that you will not use Smodin LLC domain based services, APIs, applications, or other technology offered by Smodin LLC as an intermediary or conduit for price fixing or any other type of agreement that violates antitrust and unfair competition laws. You also agree and acknowledge that you are responsible for paying all taxes, fees, and any other expense incurred through use of services. In the event of unauthorized use of an account owned by you or your legal entity, or any other breach of security measures, you will notify Smodin LLC immediately by sending a message to Smodin LLC legal) and take diligent action to stop the unauthorized distribution or copying of content that is or could be taking place. You may not download, upload, export, access, or use products, software, Content, data, or other Service components in violation of United States or your country’s export regulations and laws, or any other local laws and regulations. Use of Smodin LLC e-mail servers for spam or solicitation purposes, or any purpose that is outside of the scope the intended use of the mail servers, will be considered a trespass and a breach of this agreement. Smodin LLC intention is to restrict all unsolicited mail from reaching Smodin LLC e-mail accounts.
You agree not attempt to:
Impersonate another person by selecting or using the user name of that person.
Use a user name that is vulgar, offensive or obscene.
Use another persons account or registration information without permission.
You agree not to use, unless otherwise authorized or consented, information regarding other participants or account holders when accessing functions enabled by your Smodin LLC account, and that you will not use participant or account holder information in any other context.
In addition you agree not to distribute, use, store, link, or otherwise traffic in Content, information, software, or materials about participants or account holders for the purpose of sending unsolicited e-mail or spamming, invasion of privacy, harassment, conduct inconsistent with the privacy policy agreement, or otherwise objectionable conduct. You may not send or store unsolicited or obscene or threatening, harassing, defamatory, fraudulent, invasive on another’s privacy, or libelous, or infringing, or otherwise tortious or unlawful material or messages, including material or messages violative of third party privacy rights or material harmful to children. Smodin LLC has the sole discretion to determine which materials are inappropriate.
Smodin LLC is committed to defending your privacy.
Smodin LLC’s privacy policy is hereby incorporated by reference and made part of this Agreement. The privacy policy explains how we protect your privacy when you use our services and how we treat your personal data. You agree that Smodin LLC can use data in accordance with our privacy policies by using our services. Smodin LLC reserves the right to make changes to its security and privacy policies from time to time at its reasonable discretion. You should check the privacy policy from time to time for changes that may be applicable.
Smodin LLC may investigate, screen, edit, and monitor any activity and content associated with services, as permitted by applicable law and as is consistent with our privacy policy, and take action that it deems appropriate in the event of policy violations or complaints. Actions that Smodin LLC may take include, but are not limited to, suspension or termination of service, issuing warnings, denying service access, and removing site content and data. Smodin LLC reserves the absolute discretion and right to edit, remove, or screen any Content, but is not under obligation to do so.
Pursuant to Smodin LLC’s privacy policy, and as permitted by applicable law, Smodin LLC may disclose to third parties information contained in your Registration Data, or account content and data, under the condition that such information will NOT include any personally identifying information, except when specifically authorized by you, or in the good faith belief that such action is necessary to comply with the applicable law, or legal process, to allow users to resolve disputes, to protect Smodin LLC’s customers and systems, or to enforce this Agreement. Smodin LLC reserves the right to communicate any activity that it suspects may violate any regulation or law to appropriate regulators, law officials, or third parties, and include, without limitation, user traffic information, contact details, IP addressing, posted content, and usage history.
Activities that violate these Terms of Service include but are not limited to:
Submitting content that:
Contains malware, viruses, or other malicious forms of digital media.
Contains personal information at any other time than when it is expressly asked for.
Violates applicable laws (including, without limitation, laws relating to rights of privacy and rights of publicity, intellectual property laws, and laws related to defamation).
Is protected by trademark, copyright, or other proprietary right without the express permission of the owner of the trademark, copyright, or other proprietary right.
Enables or affords the unauthorized downloads of any confidential, copyrighted, or private information.
Impersonates or has the the effect of impersonating others.
Contains content or messaging that purports to speak on behalf of Smodin LLC, but is actually content that has been authored and delivered by a non Smodin LLC spokesperson or non Smodin LLC employees. You may also not submit any confidential information concerning Smodin LLC.
Any kind of chain letter that commits fraud, is purposely inaccurate, or falsifies information in order to create multiple Smodin LLC accounts.
Doing, or attempting, any of the following:
Accessing private and confidential data or data that is not intended for you. This includes unauthorized access by logging into an account or server that is private and is meant to be accessed by Smodin LLC employees only.
Monitoring, polling, or scanning services for data gathering purposes.
Interfering with services in any way, including, without limitation, by means of virus submission or attempting to overload, “mail bomb”, “flood,”, “spam,” or “crash” services.
Breaching security authentication measures, polling, scanning, or testing security configuration in a way that falls outside of normal usage patterns. or obstructs the ability of any user to perform actions with or use services.
Collecting
Service data in a way that obstructs or interferes with service traffic.
Personal information on Smodin LLC users or the personal information of third parties or merchants.
Using:
Any service content or media including in any meta tags or any other “hidden text” techniques or technologies.
Framing techniques, frames, or framing technology for purposes of enclosing content that would not have been allowed without express written permission.
Services and service content to solicit or advertise for any purpose including political, commercial, or religious or to compete, directly or indirectly, with Smodin LLC.
Services to solicit merchants, consumers, users, or other third parties to become consumers or users of other online or commercial institutions either directly or indirectly.
Using services to aggregate content or media.
Tampering, interfering with, or taking any action that places excessive load (Defined at our sole discretion) or demand on our services, or the proper functioning of any service component, be it either ours or a third parties, is prohibited.
Repurposing or reselling access to our services is prohibited.
You may not access, download, upload, send or store material containing worms, Trojan horses, viruses, files, scripts, agents, or programs or other harmful computer code or use or export the information, software, products or services contained on Smodin LLC servers, or any of the servers of our cloud providers, or any server that is used to provide Smodin LLC services or third party services, in violation of U.S. export regulations or laws, or in violations of any applicable local regulations or laws. Disrupting or tampering with the performance, functions, availability, and integrity of the service or its content and data is forbidden, including attempts to gain unauthorized access to networks or related systems and services. You agree to not use any spider, scraper, robot, or any other type of program or automated means to access Smodin LLC domain based resources for any purpose, and that you will not take actions that impose, as determined at our sole discretion, a disproportionately large load on our capacity to operate Smodin LLC services, and that you will not attempt to bypass measures put in place to prevent unintended use of Smodin LLC services.
Violating, bypassing, or circumventing restrictions in any robot exclusion headers or other measures employed to prevent or limit access to services is forbidden.
Smodin LLC IS NEITHER A SUPPLIER OR BUYER, NOR THE AGENT OF EITHER FOR ANY PURPOSE, AND THEREFORE WILL NOT BE INVOLVED IN RESOLVING ANY DISPUTES BETWEEN BUYERS AND SUPPLIERS UNDER ANY CIRCUMSTANCES OR CONTEXT. IN THE EVENT OF A DISPUTE YOU AND ALL OTHER PARTIES INVOLVED RELEASE Smodin LLC (AND SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AFFILIATES, AND AGENTS) FROM DEMANDS, CLAIMS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY NATURE AND KIND, SUSPECTED AND UNSUSPECTED, UNKNOWN AND KNOWN, UNDISCLOSED AND DISCLOSED, IN ANY WAY CONNECTED WITH OR ARISING OUT OF SUCH DISPUTES. IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” YOU, HAVING BEEN MADE AWARE OF CALIFORNIA CIVIL CODE §1542, HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, AS WELL AS UNDER ANY OTHER COMMON LAW PRINCIPLES OR STATUES OF SIMILAR CONSEQUENCE. YOU AGREE AND ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL AND ESSENTIAL TERM OF THIS AGREEMENT, AND THAT Smodin LLC WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH WAIVER.
Smodin LLC reserves the right from time to time to modify or discontinue the provision of services with or without notice. Smodin LLC shall not be liable to you or to any third party for any modification, discontinuance or suspension of services.
Any new features that augment or enhance current services shall be subject to the terms and conditions specified in this Agreement, unless explicitly stated otherwise. You agree and fully understand that Smodin LLC assumes zero responsibility for failure to store any user configuration settings, data, communications or any deletion of content, service timeliness, miss calculation, or miss-delivery and that services are provided “AS-IS”.
Smodin LLC may establish limits regarding the maximum disk space allotted and the number of times a certain program, or program function, may be executed on Smodin LLC’s servers with respect to your use of services, and the maximum number of times and duration for which you may access a service. Smodin LLC has no responsibility or liability for the deletion, destruction, correction, loss of, or damage to any data and other communications or other Content maintained or transmitted by the Service and you have the sole responsibility for the integrity, accuracy, quality, reliability, appropriateness, and right to use of the data submitted to the service or created by the service through functions triggered directly by you or through your configured scheduling of the functions and services. Smodin LLC does not own the data, material, or information you submit to the service during account setup, configuration, maintenance, and usage. Smodin LLC reserves the right to log off accounts that are inactive for an extended period of time. Smodin LLC also reserves the right to change these general practices and limits at any time, with or without notice, in its sole and own discretion.
Do not use services available on mobile devices in a way that distracts you and prevents you from obeying traffic or safety laws.
Partner pages, Smodin LLC pages or pages on any sub domains of Smodin LLC, our applications and APIs, any third party pages or APIs, may contain links to other internet content. Smodin LLC does not manage, influence, or control such content. Hence, Smodin LLC has no responsibility for the content on such sites, the availability of content on such sites, and cannot be held liable, directly or indirectly, for any result of accessing the links to other, non Smodin LLC controlled content, regardless of damage or loss cause or alleged to be caused by or in connection with use of or reliance on any such content. You agree and acknowledge that Smodin LLC shall not be directly or indirectly responsible or liable for the availability of external third party sites and resources and that Smodin LLC is not responsible for and does not endorse any advertising, product, content, or other materials available from third party sites. When using the service for the purchase of goods and services from or for correspondence and collaboration with 3rd parties accessed through the service, you agree that any terms, warranties, representations, and conditions associated with such activity is between you and the 3rd parties’s only, and in no way does Smodin LLC or its licensors have any obligation, responsibility, or liability for transactions, communication, correspondence, promotions, collaboration, or purchases made between you and a third party.
You agree and acknowledge that the proprietary and confidential information contained in and utilized by Smodin LLC and Smodin LLC’s technology and services are protected by intellectual property and other laws. You must obtain permission from content owners before using their content. Using our Services does not give you ownership of any of the content you access or intellectual property rights in our services. This agreement does not transfer to you any right of ownership in or related to services offered by Smodin LLC, intellectual property rights owned by Smodin LLC, or the technology owned by Smodin LLC. All title, right, and interest to Smodin LLC’s technology, content, and services are owned by Smodin LLC (and its licensors when the service uses 3rd party technologies, content, and data) and all title right and interest including, but not limited to, ideas, suggestions, enhancement requests, recommendations, feedback, or other information provided by you directly, or any other party with interest or links to the service, are also the property of Smodin LLC. You further agree and acknowledge that Content contained in promotions, advertisements, campaigns, or other material is protected by service marks, trademarks, patents, and copyrights. These terms do not grant you the right to use any logos or branding displayed in our Services. Do not obscure, alter, or remove legal notices displayed in or along with our Services.
Smodin LLC does not consider or accept, directly or through any Smodin LLC agent or employee, unsolicited ideas of any kind, including, without limitation, suggestions or ideas relating to enhancements, new or improved products, technologies, names or advertising and marketing campaigns, or other promotions or plans.
Do not send Smodin LLC (or any of our employees) any suggestions, unsolicited ideas, images, material, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you agree and understand that the following terms will apply:
Smodin LLC has no obligation to keep any Unsolicited Materials confidential or to review any Unsolicited Materials.
Smodin LLC will own, and may redistribute and use, Unsolicited Materials for any purpose without restriction and free of any obligation to compensate or acknowledge you.
When a service includes or requires software to be downloaded the software may be automatically updated once a new feature or version becomes available. Some automatic update settings may be updated via the service or device the service is running on.
Smodin LLC gives you a personal, royalty-free, revocable, non-sublicensable, worldwide non-exclusive, non-transferable, and non-assignable licence to use the software provided by Smodin LLC as part of our services. You may not, unless you have our written permission or laws prohibit restrictions, modify, copy, distribute, sell or lease any part of our included software or services, nor attempt to extract the source code of that software or reverse engineer the software.
Provisions in the license of open source software that is used by or integrated with our services may override some of these terms.
Smodin LLC web, mobile, API, and other services may offer visitors and registered users the ability to submit advice, survey responses, opinions, reviews, ratings, discussions, comments, messages, and other communications, as well as files, video, images, photographs, sound recordings, musical works, and any other content or material submitted to the Site (collectively, “User Content”) through bulletin boards, forums, discussion groups, chat rooms, surveys, blogs, or other communication facilities that may be offered on, through, or in connection with the web and mobile applications, API, or other services from time to time. You may be required to have a Smodin LLC Account to submit User Content.
When submitting User Content to the website, excluding User Content privately transmitted, you hereby grant Smodin LLC a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, fully paid, sublicensable and transferable license to use, reproduce, aggregate, distribute, prepare derivative works of, perform, display (in any media format), and otherwise fully exploit such User Content in connection with the Services, the Website, and our (and our successors’ and assigns’) businesses, including without limitation for redistributing and promoting part or all of the Website or the Services (and derivative works thereof) through any media channels (including, without limitation, third party websites and feeds).
You also grant each user of the Website and/or the Services a perpetual, non-exclusive license to access any of your User Content that is available to such user on the Website, and to use, distribute, prepare derivative works of, reproduce, display and perform such User Content. This part of the agreement stays in effect indefinitely post the termination of your Account or the use of Services.
You agree that any User Content uploaded, posted, or otherwise made available via Smodin LLC APIs, Web or Mobile Applications, or other services will not violate or contain any material protected by trademark, copyright, or other proprietary right without the express permission of the owner of the trademark, copyright, or other proprietary right. Smodin LLC does not have any express obligation, responsibility or burden to provide you with markings, indications, or anything else that may aid you in determining whether the material in question is trademarked or copyrighted. You will be solely liable for any damage resulting from any infringement of trademarks, copyrights, proprietary rights, or any other harm resulting from such a posting.
When contributing any User Content you warrant and represent that:
The User Content has been created by you.
If the creator has authorized you to act on their behalf then you have:
Advance express authority granted to you by the creator to post or submit User Content.
All rights necessary to provide the grants and licenses in these Terms of Service.
Asserted and communicated that any moral right in the User Content has been waived.
You warrant and represent (or, you have ensured that the creator represents and warrants if you are acting on behalf of the creator of the User Content,) that the sharing and use of User Content for the purposes you have selected will not infringe or violate any trademarks, copyrights, rights of third parties, or any other intellectual property rights including, without limitation, the rights of privacy or publicity.
You represent and warrant that you will not post, transmit, upload, or otherwise make available User Content that is racist, tortious, unlawful, harmful, abusive, threatening, harassing, hateful, infringing, pornographic, obscene, misleading, violent, defamatory or libelous, violative of any third-party rights or invasive of the privacy of another person.
You also agree to not transmit, upload, post, or otherwise make available User Content that contains any material that harbors viruses, malware, or any other computer codes, codecs, files, programs, scripts, or any other form of digital media or technology designed to misappropriate, intercept, interrupt, limit, or destroy the functionality of any Smodin LLC software, APIs, applications (Both mobile and web), or any computer equipment.
User Content Public Nature
You agree that and understand that User Content is public and that anyone (whether or not a user of Smodin LLC services) may read your User Content without your knowledge. Unless you wish for it to be publicly disclosed, please do not include any Personal Information in your User Content. Smodin LLC is not responsible for any personal information disclosed in connection with User Content.
Any User Content created by any third party or you is made by the respective distributor or author(s) and not by Smodin LLC. Users may submit User Content that is misleading, inaccurate, or deceptive. Smodin LLC is not responsible for and does not endorse any User Content, and will not be liable for any damage or loss caused by your reliance on such User Content. User Content reflects the views of the person submitting it. This view may not align with or reflect the views of Smodin LLC. Smodin LLC does not endorse or control any User Content, and specifically disclaims any liability relating to or concerning your contribution of, reliance on, use of any User Content and any actions resulting from your participation in any part of the applications, APIs, web sites, or other services including, without limitation, any objectionable User Content.
License Grants
User Content submitted to Smodin LLC may be made viewable or may give you the ability to display in connection with your Personal Information, or a portion of your Personal Information, including, without limitation your:
User name
Initials
Name
Preferences
Social networking website
User account name
User Account Image
Likeness
Voice
Location
You grant Smodin LLC a perpetual, sublicensable, royalty-free, irrevocable, fully paid-up, non-exclusive, transferrable, worldwide license and right to use, commercial use, distribute and display any Personal Information in connection with your User Content in accordance with these Terms of Service, including, without limitation, a right to offer for sale and to sell such rights in Personal Information, whether the User Content appears as part of other works, or alone or and in any media, form, or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, Smodin LLC in connection with any User Content, shall have no obligation to use your Personal Information.
Between you and Smodin LLC, you shall retain all ownership rights to and in the User Content you submit. However, by contributing User Content or other information through or on the Site, you grant Smodin LLC a perpetual,royalty-free, sublicensable, irrevocable, fully paid-up, non-exclusive, transferrable, worldwide right license to use, create derivative works from, reproduce, publish, translate, edit, distribute, perform, display, transmit, offer for sale, and sell the User Content as part of other works in any form or alone, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any “moral rights” or other rights with respect to integrity of materials or attribution of authorship regarding the User Content that you may have under any applicable law under any legal theory. Smodin LLCs license in any Personal Information or User Content posted includes, without limitation, use for advertising,promotions, market research, marketing, merchant feedback, quality control, or any other lawful purpose.
Submitting User Content or other information through Smodin LLC web sites, web applications, mobile applications, APIs or other services is limited to individuals who are over the age of majority in the province or state in which they reside. The services are designed and intended for adults. By contributing User Content or other content you affirm that you are over the age of majority in the province or state in which you live.
When submitting User Content to Smodin LLC Services, and solely for the purpose of providing the Services, you grant us a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such User Content. For clarity the foregoing licenses granted to us and our users, unless otherwise agreed in writing, does not affect your license rights or other ownership in your User Content, including the right to grant additional licenses to your User Content. You warrant and represent that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Suggestions, comments, or materials transmitted or sent to Smodin LLC (collectively “Feedback”), shall be deemed to be non-confidential. Subject to the conditions described in Smodin LLC’s privacy policy, Smodin LLC shall be free to distribute, publicize, and use the Feedback without limitation, including, but not limited to developing and marketing products incorporating such Feedback and shall have no obligation of any kind with respect to such Feedback. Smodin LLC reserves the right to publish or use any questions, comments, or responses emailed, or otherwise transmitted, to Smodin LLC for promotional or other purposes without any further notice, permission, or payment of any kind to the sender. All such submissions will be the property of Smodin LLC.
You agree to abstain from leasing, selling, reselling, renting, assigning, licensing, sublicensing, distributing, modifying, or otherwise making commercially available services offered by Smodin LLC in whole or in part. You may not access the service for purpose of reverse engineering, making derivate works of, or benchmarking the service and its content or for other competitive purposes, including the monitoring of its availability, performance, and functionality. You may also not copy any functions, features, ideas, or graphics contained in or made available by the service or build a competitive service or product. You may also not mirror content provided as part of the service on any device, including other servers, computers, wireless, or internet based devices. Creating internet links to the service is allowed. In order to access the target resources of such links, the entity or person executing the link may also need a Smodin LLC or Smodin LLC account. Creating links to the service in any way, other than the one specified here, is expressly forbidden.
YOU AGREE AND UNDERSTAND THAT Smodin LLC, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND PARTNERS, PROVIDE OUR SITE (Smodin LLC and any subdomains of Smodin LLC), APPLICATIONS, APIS, AND SERVICES “AS AVAILABLE” AND “AS IS” WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. USE OF THE SERVICE IS AT YOUR OWN AND SOLE RISK AND YOU AGREE THAT Smodin LLC HAS NO FIDUCIARY DUTY TO YOU.
Smodin LLC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITATION:
WHICH SUBSCRIBERS OR USERS GET ACCESS TO SERVICES AND WHAT CONTENT IS ACCESSED VIA SERVICES
HOW THE CONTENT IS INTERPRETED OR USED
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
ANY RIGHT, CLAIM OR REMEDY IN TORT, OBLIGATION, LIABILITY, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Smodin LLC
THAT ANY PROGRAMMATIC OR DESIGN ERRORS WITH RESPECT TO THE SERVICE WILL BE CORRECTED
THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, BE TIMELY, SECURE, UNINTERRUPTED, WILL ALWAYS ACCESSIBLE, OR OPERATE WITHOUT ERROR, AND THAT ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
RESULTS OBTAINED VIA THE SERVICE WILL ALWAYS BE ACCURATE, AVAILABLE, FREE OF NONINTERFERENCE OR ANY DATA TAMPERING
THE RESULTS OR EXPECTATIONS OF USING THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS
THE USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS AND/OR OPERATIONS THAT RESULTS FROM CONTENT OR DATA OR ANYTHING ELSE TRANSMITTED, DOWNLOADED, PROVIDED, OR OTHERWISE OBTAINED VIA THE SERVICE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Smodin LLC DISCLAIMS ANY AND ALL SUCH WARRANTIES. NO ORAL OR WRITTEN ADVICE OR INFORMATION OBTAINED FROM Smodin LLC, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND PARTNERS, OR THROUGH OR FROM THE SERVICE AND RELATED CONTENT SHALL CREATE ANY WARRANTY NOT STATED IN THIS AGREEMENT
THE PRODUCTS, INFORMATION, CONTENT AND SERVICES AVAILABLE VIA APPLICATIONS AND APIS MAY INCLUDE TYPOGRAPHICAL ERRORS OR TECHNICAL OR COMPUTATIONAL INACCURACIES AND YOUR USE OF ACCESS TO AND USE OF DATA AND CONTENT AVAILABLE VIA APPLICATIONS AND APIS IS AT YOUR OWN RISK.
YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT Smodin LLC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING AND WITHOUT LIMITATION, WHETHER DIRECT, INDIRECT, OR INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA OR OTHER INTANGIBLE LOSSES, LOSS OF PROFITS, GOODWILL, PROCUREMENT COST OF GOODS OR ALTERNATE OR SUBSTITUTE SERVICES AND GOODS OR SERVICES OR GOODS RESULTING FROM ANY DATA, CONTENT, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, (EVEN IF Smodin LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, MESSAGES RECEIVED OR SENT, TRANSACTIONS ENTERED, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, CONDUCT OR STATEMENTS OF ANY THIRD PARTY USING THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE WHETHER DAMAGES ARISE UNDER THEORY OF TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE.
YOU RELEASE US FROM ALL LIABILITY FOR YOU HAVING NOT ACQUIRED OR ACQUIRED CONTENT THROUGH THE SERVICES. WE MAKE NO REPRESENTATIONS CONCERNING ANY CONTENT ACCESSED THROUGH OR CONTAINED IN THE SERVICES. Smodin LLC WILL NOT BE RESPONSIBLE OR LIABLE FOR THE COPYRIGHT COMPLIANCE, ACCURACY, OR LEGALITY OF CONTENT OR MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD Smodin LLC AND ITS AFFILIATES, OUR SUBSIDIARIES, EMPLOYEES, AGENTS, ATTORNEYS, OFFICERS, CO-BRANDERS, LICENSORS, OR OTHER PARTNERS AND SUCH PARTIES PARENT ORGANIZATIONS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS, EXPENSES, OR DEMAND, INCLUDING (BUT NOT LIMITED TO) REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING FROM, OR IN CONNECTION WITH:
BREACH OF THIS AGREEMENT AND DOCUMENTS INCORPORATED BY REFERENCE
YOUR CONTENT
YOUR CONNECTION TO THE SERVICES
YOUR VIOLATION OF THESE TERMS
FRAUD YOU COMMIT
GROSS NEGLIGENCE
INTENTIONAL MISCONDUCT
YOUR VIOLATIONS OF ANY RIGHTS OF ANOTHER
YOUR VIOLATION OF ANY FEDERAL, STATE, FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS
YOUR VIOLATION OF ANY THIRD PARTY’S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INVASION OF ANY PRIVACY RIGHTS, INFRINGEMENT OF ANY COPYRIGHT, AND VIOLATION OF ANY PROPRIETARY RIGHT THIS REQUIREMENT AND OBLIGATION SURVIVES THE TERMINATION OF THIS AGREEMENT.
All interactions with other users and third parties on the site are solely your responsibility. To the extent permitted under applicable laws, you hereby release Smodin LLC from all and any liability or claims related to any product, service, user conduct, speech or User Content, whether online or offline, of any other third-party.
You authorize Smodin LLC the right to issue press releases displaying the Smodin LLC logo and your logo in media deemed appropriate by Smodin LLC.
We at all times and in our sole discretion reserve the right to modify or discontinue any part of these Terms of Service.
The Service may provide notices of changes to this agreement, or other matters, by displaying notices, or links to notices, to you generally on the web pages or applications provided by or through the use of services. In general, notices may be made via the browser, email or regular mail.
We may send you service announcements, administrative messages and other information in connection with your use of services. Some communication topics may be opted out of.
Terms of Service changes will be effective upon posting of the notice.
If the changes are not agreed to please discontinue use of all services and relinquish your account as of the effective date of the changes not agreed to.
You agree that your continued use of our services will constitute acceptance of these changes and the Terms of Service as modified.
United States Federal Law, or the laws of the State of Illinois, govern this Agreement and all of its conditions and terms, without giving effect to any principles of conflicts of laws. You agree to comply with all applicable statutes, laws, ordinances and regulations regarding your use of the Smodin LLC domain based services (including without limitation those governing antitrust, unfair competition, false advertising, tax and export control). You acknowledge that the operation of the Smodin LLC site is not intended to facilitate collusion or other illegal agreements among competitors, and that Smodin LLC’s policy is to comply with antitrust laws. Hence you warrant to Smodin LLC that under no circumstances do you intend to use Smodin LLC services to violate antitrust law by acting in a manner that leads to price-fixing or any other anti-competitive agreement.
You agree that in its sole discretion Smodin LLC may terminate your use of the Service (or any of its components), your account, and your password with or without notice. In addition Smodin LLC may discard, remove, or delete, any content, files, records, data, graphics, video, or other digital material stored by the service. Termination could occur for any reason, including, without limitation, Smodin LLC suspecting that you have acted inconsistently with the spirit or letter of this Agreement. You agree that Smodin LLC shall not be liable to you or any third party for any termination of your access to Smodin LLC APIs, applications, web sites, cloud infrastructure, or any other services and that upon termination by cause your right to access or use your account stops and Smodin LLC has no further obligation to you, or any 3rd party, with respect to the service or any data or content maintained therein. If requested at time of account termination initiated by you, account data will be made available for download for 31 days post the time at which the account termination took effect (Except for cases involving an account security breach). You agree that such data may be deleted past the 31 day period post termination and that Smodin LLC has no obligation to retain such data after the 31 day period has ended.
Smodin LLC may suspend or terminate an account that has been targeted by malicious activity from other parties.
Unauthorized use or tampering with Smodin LLC’s APIs, applications, and any other service offered by Smodin LLC and any breach of your payment obligations constitutes a material breach of this agreement. Smodin LLC has the right to terminate your use of the Services upon Agreement breach.
The license term for licensed services is selected during service registration and begins immediately after completing the order process for the service. Either party may terminate or reduce the number of licenses upon expiration of the initial term. In order to make changes to the number of licenses purchased the licensee must communicate in writing the changes sought within 40 days of the expiration of the current term. If no such communication is received by Smodin LLC a new term will automatically commence for a duration equal to the duration of the initial term. The service pricing structure and fee formulas will be the same as the pricing structure and fee formulas for the previous period, plus any changes made that are inline with the policy and agreement around the initiation and effective date of any such changes.
Services that have their pricing structure based on the number of transactions or computational operations completed per billing period may be terminated at any time by either party in its sole discretion, unless additional contract stipulations are in effect.
Smodin LLC, in its sole discretion (for any reason and without limitation), has the right to terminate your use of complementary accounts. Termination, for any reason, can include the removal and discard of Content managed on your behalf. Example conditions under which service may be terminated include violations, or inconsistent actions, with respect to this Agreement, or lack of use.
You agree to and understand that Smodin LLC has no obligation to retain data and content related to the service in the event of a suspension or termination and that such content or data may be deleted and become irretrievable if the account is more than 30 days past due. You agree that you may be required to pay a service reconnection fee in the event that service is suspended due to a delinquent account.
Smodin LLC reserves the right to terminate or suspend this agreement and service if an invoice becomes delinquent (falls into arrears). Delinquent invoice balances will be subject to a one percent per month interest charge or the maximum permitted by law, if the maximum is less than one percent, plus all expenses related to collection. If the account is suspended you will continue to be charged on a monthly basis. If you or Smodin LLC terminates the service and this agreement, you will be responsible for paying the balance due on the account computed according to the formula and terms given at the time the service was purchased or updated, given any pricing structure amendments that you have been made aware of that are at least 30 days old, and thus consistent with your pricing amendment policy.
If a payment is not made within ten (10) days of invoicing the account will be deemed in arrears. Smodin LLC may suspend service to accounts in arrears and bring legal action to collect the full amount due, including any attorneys’ costs and fees.
In the event that an account falls into arrears Smodin LLC may send up to three (3) email notifications within a ten (10) day period prior to suspending the account. If an account is suspended services operated per the account will seize to work and all application accounts, configuration, and associated data may be deleted.
Logos, trademarks, and product names maintained under the domain name Smodin LLC or Smodin LLC are owned by Smodin LLC and our licensors and no license or right is granted to use them.
All intellectual property rights with respect to, or intrinsic to, services offered by Smodin LLC or related to the site (including but not limited to trademarks, copyrights, and service marks), are owned or licensed by Smodin LLC and all title, interest, intellectual property in the Smodin LLC domain based service, applications (Web and Mobile), and APIs and related services, remain our property. You may not decompile, disassemble, reproduce, reverse engineer, modify, or create derivative works based on any of the Smodin LLC domain based services, the site, or professional services offered to you. Intellectual property licensed from third parties contained on the site belongs to the third parties and you may not remove copyright, trademark, or other intellectual property or proprietary notice or legend contained in any resources or content accessed via Smodin LLC domain based services or any other service offered by Smodin LLC.
Smodin LLC sites, applications, and all media content and services in general, contains copyrighted trademarks, material, and other proprietary information, including, without limitation, photos, graphics, text, software, video, music, and sound. All media is protected by trademark, copyright, and other intellectual property laws of the United States. Smodin LLC owns a copyright in the coordination,selection, enhancement of, and arrangement of such content, as well as in the media and content original to it. You may not publish, distribute, modify, transmit, publicly perform, publicly display, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. No commercial exploitation, downloading, redistribution, copying, retransmission, or publication of content or media without the express permission of Smodin LLC or the copyright owner is permitted except as otherwise expressly stated under copyright law. When redistribution, copying, downloading, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of trademark legend, author attribution, or copyright notice. Downloading copyrighted material does not mean that you acquire any ownership rights and you acknowledge this.
Any violation of these restrictions may result in a trademark, copyright, or other intellectual property right infringement that may subject you to criminal and/or civil penalties.
Smodin LLC shall have absolute and sole right, but is not under obligation to, to monitor the User Content, post, review, edit, refuse to post, remove, and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Service and any operating rules established by Smodin LLC, as well as to satisfy any regulation, applicable law, or authorized government request.
From time to time and in some instances it may be possible to remove or modify User Content submitted through your account. Smodin LLC makes no warranties or representations that the User Content you remove or modify will be modified or removed from other services that have aggregated such content, or that the content modified or removed will cease to appear on the Internet or any where else where it has ended up, such as in social media sites, search engine indexes, or in any other form, technology, or media.
Smodin LLC shall have the right to, without limiting any of the foregoing, remove any media, content, material, or data from the application accounts, communities, or any other Smodin LLC controlled service or services, and it can do this in its sole discretion. Smodin LLC assumes no liability for any User Content or other information that is removed or that appears from Smodin LLC applications, services, sites, mobile applications, or elsewhere. Smodin LLC is not under obligation to incorporate or use User Content or media and may not use it at all.
If you suspect that your own work has been copied in a manner that constitutes copyright infringement or you have been defamed in some way per a component of the Smodin LLC Service or other services offered by Smodin LLC, please notify Smodin LLC legal and provide:
A link to and summary of the defamatory content or copyright material that you suspect has been infringed.
A written statement that you have a bona fide good reason to suspect that use by a third party of your, or the copyright owner’s, proprietary rights in violation of copyright law or any other law has occurred or that defamatory activity has occurred and that, under the penalty of perjury, you warrant that the description of the illegal or defamatory activity are correct. In addition, if you are not the copyright owner or defamed person, you warrant that you are the person or entity authorized to act on behalf of the copyright or defamed owner’s behalf.
A physical or electronic signature belonging to the entity or person authorized to act on behalf of the owner of the person defamed or the owner of the copyright interest.
Smodin LLC has the right to terminate your, or any third-party’s, ability to use the applications, web sites, or any other services if such use infringes the copyrights and intellectual property of another. If Smodin LLC determines that you are a repeat infringer it may at its sole discretion, terminate your, or any third-party’s, right to access to the applications, web sites, APIs, or any other services offered.
You may not assign these Terms of Service, benefits, obligations hereunder, or any rights by operation of law or otherwise, without the express written permission of Smodin LLC. Any attempted assignment that does not comply with these Terms of Service shall be void and null. Smodin LLC may in its sole discretion assign these Terms of Service, in part or in whole, to any third-party.
YOU AGREE THAT ANY CLAIM OR CONTROVERSY RESULTING FROM USE OF SERVICES OFFERED BY Smodin LLC OR RELATING TO THIS AGREEMENT, SHALL BE SETTLED BY BINDING ARBITRATION IN AGREEMENT WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CLAIM OR CONTROVERSY SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY, AND WILL THUS BE ARBITRATED ON AN INDIVIDUAL BASIS. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION IN CHICAGO, ILLINOIS AND THE ARBITRATION SHALL BE CONDUCTED IN CHICAGO, ILLINOIS. EITHER Smodin LLC OR YOU MAY OBTAIN ANY PRELIMINARY OR INTERIM RELIEF FROM A COURT OF COMPETENT JURISDICTION IN CHICAGO, ILLINOIS IN ORDER TO PROTECT THE PROPERTY OR RIGHTS OF EITHER YOURSELF OR Smodin LLC WHEN NEEDED, PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION OF CHICAGO, ILLINOIS COURTS OVER ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THESE CONDITIONS AND TERMS.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CAUSE OR CLAIM OF ACTION RELATED TO OR RESULTING FROM THE USE OF SERVICES OFFERED BY Smodin LLC OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
FAILURE OF Smodin LLC TO ENFORCE, PUT INTO EFFECT, OR EXERCISE ANY PROVISION OR RIGHT OF THIS AGREEMENT DOES NOT CONSTITUTE A WAIVER OF SUCH A PROVISION OR RIGHT.
The Terms of Service, including, without limitation, the Privacy Statement, and other terms incorporated by reference, constitute the entire agreement and understanding between you and Smodin LLC with respect to the subject matter hereof and supersedes all prior proposals or contemporaneous communications, whether oral or written, between you and Smodin LLC with respect to such subject matter.
This agreement between you and Smodin LLC governs use of all services provided by Smodin LLC, unless an expressed written agreement has been executed between Smodin LLC and your company, in which case the executed agreement between your company and Smodin LLC would apply to the extent there is a conflict between this Agreement and said agreement.
If we do not take action immediately in the event of non compliance with these terms, this does not mean that we are waiving any rights that we have with respect to the misconduct or that we will not take action in the future.
If any provision of this Agreement shall be deemed void, unlawful, or unenforceable for any reason, then that provision shall be deemed severable from these conditions and terms and shall not affect the enforceability and validity of any remaining provisions. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party software, or third-party content. The titles of the sections in this agreement are for the purpose of categorization and structure, and have no contractual or legal consequence. Smodin LLC is not the trustee agent, or fiduciary of you. Nothing mentioned, expressed, or implied per the content of this Agreement shall be construed or is intended to give to any legal entity or person other than you or Smodin LLC equitable right or any legal remedy or claim in respect to or per the content of this Agreement. This Agreement and all warranties, covenants, representations, conditions, and provisions are for the exlusive and sole benefit of you and Smodin LLC. Smodin LLC operates Smodin LLC, its applications, APIs, and general cloud infrastructure, and professional services from its offices.
If you have any question with respect to these terms contact us at Smodin LLC legal.