Terms of Use

ANY PERSON OR ENTITY ("User") ACCESSING THE SMARTERSELECT WEB SITE (the "Site" or "Service") OR ANY OF THE INFORMATION CONTAINED HEREIN AGREES TO AND IS BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS SMARTERSELECT WEB SITE TERMS OF USE ("Agreement"):

This Agreement is a legal agreement between the User and SmarterSelect, LLC, a Texas Corporation, for the SmarterSelect Software Application Services you subscribe to. These Software Application Services include computer software, data storage mechanisms, databases and related designs, printed materials, and online or electronic documentation (Software Application Services, Application Services, or Software). By using the Software Application Services, you agree to be bound by the terms of this Customer Agreement. If you do not agree to the terms of this Customer Agreement, you are not authorized to use the Software Application Services.

1. PAYMENT

You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, and that SmarterSelect may change its minimum pricing at any time. User must supply SmarterSelect with correct credit card information, and any changes in credit card validity or expiration date must be updated. SmarterSelect will automatically renew and charge User's account for subscriptions. The renewal charge will be equal to the original subscription price, unless SmarterSelect notifies User otherwise in advance. If the credit card cannot be processed for any reason, SmarterSelect reserves the right to cancel the Service.

2. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify SmarterSelect of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SmarterSelect cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

3. MEMBER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not SmarterSelect, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available via the Service. SmarterSelect does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SmarterSelect be liable in any way for any Content, including, but not limited to, for any 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, e-mailed, transmitted or otherwise made available via the Service.

User agrees not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, "Interfere") with SmarterSelect's web site in any manner. If User in any way Interferes with SmarterSelect's web site, User agrees to pay all damages incurred by SmarterSelect, including any consequential damages, and agrees that the measure of hard-to-determine damages will be the highest estimate of damages as provided by SmarterSelect. User's Interference with SmarterSelect's web site relieves SmarterSelect of any of its contractual or other legal obligations to User, including SmarterSelect's obligations under its Privacy Policy. SmarterSelect will cooperate with the authorities in prosecuting any User who Interferes with SmarterSelect's web site, attempts to defraud SmarterSelect, or attempts to defraud credit card companies or any other parties through User's use of SmarterSelect's web site or services.

You agree to not use the Service to:

  • upload, post, e-mail, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  • harm minors in any way;
  • impersonate any person or entity, including, but not limited to, a SmarterSelect official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • upload, post, e-mail, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
  • upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  • intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

Violation of any of the items in this Section relieves SmarterSelect of any of its contractual or other legal obligations to User, including SmarterSelect's obligations under its Privacy Policy.

SmarterSelect reserves the right to refuse any or all service to any User for any reason, at any time, at SmarterSelect's sole discretion. User agrees that SmarterSelect may block its IP address or addresses at any time, and at SmarterSelect's sole discretion, thereby disallowing User's continued use of SmarterSelect's web site.

4. MODIFICATIONS TO SERVICE

SmarterSelect reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SmarterSelect shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

You agree that SmarterSelect has no responsibility or liability for the deletion or failure to store any data or other Content maintained or transmitted by the Service. You acknowledge that SmarterSelect reserves the right to delete accounts that are inactive for an extended period of time. You further acknowledge that SmarterSelect reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

5. COPYRIGHTS

The Software Application Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Application Services are licensed, not sold.

All title and copyrights in and to the Software are owned by SmarterSelect or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software Application Services is the property of the respective content owner and also may be protected by applicable copyright or other intellectual property laws and treaties.

6. LINKS TO THIRD PARTIES

SmarterSelect makes no claims or representations about any Web Site not under SmarterSelect's control that a User may access from SmarterSelect's web site-- by link, frame, or any other means ("Linked Site"). Any link, frame, or any other means to access any Linked Site provided by SmarterSelect or otherwise on SmarterSelect's web site does not constitute SmarterSelect's endorsement, recommendation, or acceptance of any responsibility for the content of that Linked Site or the operators of that Linked Site.

7. LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SMARTERSELECT SITES/SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE SMARTERSELECT SITES/SERVICES AND TO THE INFORMATION THEREIN. SMARTERSELECT AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN SMARTERSELECT SITES/SERVICES AT ANY TIME. SMARTERSELECT, LLC AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE SMARTERSELECT SITES/SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SMARTERSELECT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. YOU SPECIFICALLY AGREE THAT SMARTERSELECT SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH A SMARTERSELECT SITE/SERVICE. YOU SPECIFICALLY AGREE THAT SMARTERSELECT IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT SMARTERSELECT IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN A SMARTERSELECT SITE/SERVICE BY ANY THIRD PARTY. IN NO EVENT SHALL SMARTERSELECT AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SMARTERSELECT SITES/SERVICES, WITH THE DELAY OR INABILITY TO USE THE SMARTERSELECT SITES/SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SMARTERSELECT SITES/SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SMARTERSELECT SITES/SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SMARTERSELECT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SMARTERSELECT SITES/SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SMARTERSELECT SITES/SERVICES. These Terms of Use shall be governed by and interpreted in accordance with the laws of the State of Texas, excluding its choice of law provisions. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Use to be unenforceable, the remainder of the Terms of Use will continue in full force and effect. These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by SmarterSelect Corporation.

8. MISCELLANEOUS

These Terms of Use shall be governed by and interpreted in accordance with the laws of the State of Texas, excluding its choice of law provisions. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Use to be unenforceable, the remainder of the Terms of Use will continue in full force and effect.

These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by SmarterSelect Corporation.