1. READ THIS:
This Terms of Use Agreement (“Agreement” or “Terms of Use”) is made by and between SmoochBox, LLC, an Ohio Limited Liability Company, with offices at 850 Euclid Avenue, Suite 915, Cleveland, Ohio 44114 (“SmoochBox”) and you (“you,” “your” or “User”). This Agreement contains the terms and conditions that govern your use of this Website.
BY ACCESSING OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS WEBSITE, OR OTHER SMOOCHBOX SOFTWARE, SERVICES, WEBSITES OR ANY OF SMOOCHBOX LICENSEES’ SERVICES (COLLECTIVELY “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE.
SMOOCHBOX RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN SMOOCHBOX’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE TERMS OF USE HYPERLINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THIS WEBSITE.
No implication is made that the materials published on SmoochBox’s website(s) are appropriate for use outside of the United States. If you access this website from outside of the United States, you do so on your own initiative and you are responsible for compliance with local laws. Additionally, this website is published in English and we are not responsible for errors in translation.
2.ACCESS TO THIS SITE
To access this site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete. If SmoochBox believes the information you provide is not correct, current, or complete, SmoochBox has the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time.
You may access SmoochBox’s website(s) only if you agree to form a binding contract with SmoochBox and are not a person barred from receiving services under the laws of the applicable jurisdiction. In any case, you must be at least 13 years old to use SmoochBox’s website(s). If you are accepting these Terms of Use and using SmoochBox’s website(s) on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms of Use, in which case the words “you” and “your” as used in these Terms of Use shall refer to such entity.
3. RESTRICTIONS ON USE
You may use this site for purposes expressly permitted by this site. As a condition of your use of SmoochBox’s website(s), you warrant to SmoochBox that you will not use the website(s) for any purpose that is unlawful or
prohibited by these terms, conditions, and notices. For example, you may not (and may not authorize any party to) (i) co-brand this site, or (ii) frame this site, or (iii) download any content from this site (other than as provided by these terms) without the express prior written permission of an authorized representative of SmoochBox. For purposes of these Terms of Use, co-branding means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. You agree to cooperate with SmoochBox to prevent or remedy any unauthorized use. In addition, you may not use SmoochBox’s website(s) in any manner which could disable, overburden, damage, or impair the website(s) or interfere with any other party’s use and enjoyment of the website(s). You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the website(s).
4. PERSONAL AND NON-COMMERCIAL USE LIMITATION
SmoochBox’s website(s) are for your personal and non-commercial use, other than purchasing products and services directly from SmoochBox on its website(s), or as otherwise specified. You may not use this site for any other purpose, including any commercial purpose, without SmoochBox’s express prior written consent. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products or services obtained from or otherwise connected to SmoochBox’s website(s), unless expressly permitted by these terms.
5. PROPRIETARY INFORMATION
The material and content accessible from this site, and any other website owned, operated, licensed, or otherwise controlled by SmoochBox (the “Content”) is the proprietary information of SmoochBox or the party that provided or licensed the Content to SmoochBox whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of SmoochBox, except that you may print out a copy of the Content solely for your personal use. Modification or use of the Content except as expressly provided in these Terms of Use violates SmoochBox’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this site.
From time to time, the website will utilize various plugins or widgets to allow sharing of content via social media channels, email or other methods. Use of these plugins or widgets does not constitute any waiver of SmoochBox’s intellectual property rights. Such use is a limited license to republish the content on the approved social media channels, with full credit to the website.
6. LINKS TO THIRD-PARTY WEBSITES
This site may link to other sites which are not maintained by, or related to, SmoochBox. You represent and warrant that you have read and agree to be bound by all applicable Terms of Use and policies for any third-party websites. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or SmoochBox. SmoochBox has not reviewed any or all of such sites and is not responsible for the content of those sites. Links are to be accessed at the user’s own risk, and SmoochBox makes no representations or warranties about the content, completeness or accuracy of the sites linked to or from this site. You expressly hold SmoochBox harmless from any and all liability related to your use of a third-party website. SmoochBox provides links as a convenience, and the inclusion of any link to a third-party site does not imply endorsement by SmoochBox of that site or any association with its operators.
7. USE OF COMMUNICATION SERVICES
SmoochBox’s website(s) may contain comment boxes, forums, bulletin board services, chat areas, message boards, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service. Users agree to adhere to this Terms of Use agreement when using SmoochBox’s Communication Services.
When using the Communication Services, you agree that you will not post, send, submit, publish, or transmit in connection with this site any material that:
SmoochBox reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well as the right to remove or refuse any information for any reason. SmoochBox reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
SmoochBox also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials.
Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither SmoochBox nor any third party that provides Content to SmoochBox will assume or have any liability for any action or inaction by SmoochBox or such third party with respect to any submission. SmoochBox cautions you against giving out any personally identifying information about yourself in any Communication Service. SmoochBox does not control or endorse the content, messages, or information found in any Communication Service and, consequently, SmoochBox specifically disclaims any liability with respect to the Communication Services and any actions resulting from your participation in any Communication Service.
8. SUBMISSIONS
Unless you and SmoochBox enter into a separate written contract for use of your Content that states otherwise, you hereby grant to SmoochBox the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to SmoochBox through this site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. SmoochBox will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future SmoochBox operations.
9. DISCLAIMER
SmoochBox, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, members, directors, and contractors are not associated with nor are they offering any form of private or public securities, equity, or investment opportunity.
SmoochBox has made every effort to ensure that all information on the website has been tested for accuracy. SmoochBox makes no guarantees regarding the results that you will see from using the information provided on the website.
The website was developed strictly for informational purposes. You understand and agree that you are fully responsible for your use of the information provided on the website. SmoochBox makes no representations, warranties, or guarantees. You understand that results may vary from person to person. SmoochBox assumes no responsibility for errors or omissions that may appear on the website.
You understand that SmoochBox cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. The website is provided on an “as is” and “as available” basis without any representations or warranties, expressed or implied. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. SmoochBox does not assume any responsibility or risk for your use of the Internet.
The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by SmoochBox.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. SMOOCHBOX DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SMOOCHBOX DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SMOOCHBOX DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND SMOOCHBOX MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT SMOOCHBOX, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. SMOOCHBOX MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and SmoochBox does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer accurate or complete.
10. LIMITATION ON LIABILITY
SMOOCHBOX, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, CONTRCTORS, AGENTS, MEMBERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF SMOOCHBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. TERMINATION OR RESTRICTION OF ACCESS
SmoochBox reserves the right, in its sole discretion, to terminate your access to any or all of SmoochBox’s websites and the related services or any portion thereof at any time, without notice.
12. INDEMNITY
You will indemnify and hold SmoochBox, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, members, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify
and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.
13. TRADEMARKS AND COPYRIGHTS
The trademarks, trade names, service marks, and logos (“Trademarks”) appearing on this Website, including without limitation SmoochBox and/or its distinctive logo, are owned solely by SmoochBox, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SmoochBox.. All other content on this Website (“Copyrights”), including all page headers, custom graphics, button icons, and scripts are copyrighted works of SmoochBox, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SmoochBox. From time to time, the website will legally utilize intellectual property owned by third parties related to our services. The rights in any third party trademarks or copyrighted works on this Website are retained by their respective owners. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks or Copyrights to you. Further, nothing in this Agreement shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or Copyright without the express written permission of SmoochBox. The misuse of the Trademark or Copyrighted works displayed in this site, or any other content on the site, is strictly prohibited and may expose you to liability.
14. COPYRIGHT INFRINGEMENT Notice and Takedown Procedure
SmoochBox expeditiously responds to valid notices of copyright infringement that adhere to the requirements set forth in the Digital Millennium Copyright Act (DMCA). If you believe that your work has been copied in a way that constitutes copyright infringement, you may provide SmoochBox’s Designated Agent (listed below) with a notice that contains all six points enumerated below:
Upon receipt of a valid notice, SmoochBox will remove or disable access to the allegedly infringing content as well as make a good-faith attempt to contact the owner or administrator of the affected content so they may counter-notice pursuant to Sections 512(g)(2) and (3) of the DMCA.
Be aware that a notice must contain all six points for SmoochBox to take action. All other notices will be ignored.
Designated Agent:
SmoochBox’s Designated Agent can be can be contacted at:
DMCA Designated Agent
SmoochBox, LLC
850 Euclid Avenue, Suite 915
Cleveland, Ohio 44114
Counter-Notification Procedure
The provider of the allegedly infringing content may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. To file a counter-notification with SmoochBox, please provide SmoochBox’s Designated Agent (listed above) with the following information:
Upon receipt of a counter-notification containing all six points, SmoochBox will promptly provide the person who provided the original takedown notification with a copy of the counter-notification, and inform that person that SmoochBox will replace the removed material or cease disabling access to it in 10 business days.
Finally, if SmoochBox’s Designated Agent receives notification from the person who submitted the original takedown notification within 14 days of receipt of the counter-notification that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on its system, then SmoochBox will once again remove the file from its system.
Repeat Infringers
In accordance with Section 512(i)(1)(a) of the DMCA, SmoochBox will, in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.
Accommodation of Standard Technical Measures.
It is SmoochBox’s policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect copyrighted works that SmoochBox determines are reasonable under the circumstances.
15. SECURITY
Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). SmoochBox will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that SmoochBox considers insecure, SmoochBox will be entitled to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, SmoochBox reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. SmoochBox reserves the right to investigate suspected violations of these Terms of Use.
SmoochBox reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing SmoochBox to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.
BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS SMOOCHBOX FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SMOOCHBOX DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SMOOCHBOX OR LAW ENFORCEMENT AUTHORITIES.
16. MISCELLANEOUS
These Terms of Use will be governed and interpreted pursuant to the laws of Ohio, United States of America, notwithstanding any principles of conflict of laws. You specifically consent to personal jurisdiction in Ohio in connection with any dispute between you and SmoochBox arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in Cuyahoga County, Ohio.
If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SmoochBox as a result of this agreement or use of SmoochBox’s website(s).
These Terms of Use constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and SmoochBox with respect to SmoochBox’s website(s).
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The Terms of Use may not be assigned by you without our prior written consent, however, the Terms of Use may be assigned by us in our sole discretion.
Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.
SmoochBox may revise these Terms of Use at any time by updating this posting.
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