TERMS OF SERVICE
Last updated April, 2022
This Terms of Service sets forth the terms, conditions and limitations that apply to your use and access of the website located at www.smoov.app and associated sub-domains (the “Site”), our mobile apps (the “App”), and the products or services that we provide (the “Services”).
In this Terms of Service, “Smoov”, the “Company”, “we”, “us” or “our” means Smoov Inc., a Delaware corporation and (as the context suggests) its stockholders, directors, officers, employees, agents, representatives, affiliates, contractors, service providers, and/or designees; “both of us” means both you and us; “Terms of Service” or “TOS” means this Terms of Service and other documents incorporated herein by reference; “Platform” means the Site, the Apps and the Services, collectively or individually as the context suggests, offered by us; “you” or “your” means the person or company using the Platform.
Description Of The Services
We provide you with a variety of content and access to products and commercial services through the Platform. More specifically, our goal is to provide you with the first expense management platform designed specifically for couples. Smoov enables users to sync all of their various debit and credit cards to see a running list of their recent transactions in one location. Users can select which transactions are shared with their partner and move them from their private view to their shared view and integrate with their partners transactions - we keep track of the damage and couples can easily settle up their balances with direct bank transfer via Smoov. The Platform may also present you information related to third party products or services (“Third Party Offers”) that you may be interested in.
Information From Third Party Sites
By accessing and using the Services, you expressly authorize and direct us, on your behalf, to electronically retrieve information maintained by third party sites. We do not review the third party data for accuracy, legality or non-infringement. We are not responsible for and cannot guarantee the accuracy or timeliness of the third party data we retrieve on your behalf directly from third party technology providers, from third party financial institutions where your accounts are being held, or from third party research/market data providers used to provide the Services.
We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalized settings or other service interruptions. We assume no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalized settings.
Use of Dwolla Integration
Use of the Platform
Except as set forth in “Other Agreements; Software, Services or Access”, below, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this TOS to use our Platform strictly to facilitate your personal, non-commercial use of our Services. Use of the Platform for any public purpose or to provide services to third parties is strictly prohibited. You may not assign (or grant any sub-license of) your rights to use the Platform, grant a security interest in or over your rights to use the Platform, or otherwise transfer any part of your rights to use the Platform.
You agree that you will NOT do any of the following: (i) engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your username or passwords; (ii) use our Platform or any of your accounts for illegal purposes; (iii) use our Platform to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iv) resell or make any commercial use of the Platform, as the Platform is intended solely for your use as an end user; (v) decipher, decompile, disassemble or reverse engineer any technology associated with the Platform, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (vi) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Platform or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or (viii) create/register accounts with the Platform or otherwise access the Platform through unauthorized means, including, but not limited to, by using an automated device, script, bot, spider, crawler, scraper or through any interface not provided by us.
Your access and use of the Platform may be interrupted at any time and from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Platform or other actions that we, in our sole discretion, may elect to take. In no event will we be liable to you or any third party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Platform, including any associated software or other materials supplied in connection with the Platform, shall be for us to use commercially reasonable efforts to effectuate an adjustment or repair of the Platform.
Other Agreements; Software, Services or Access
Service providers, vendors and other third parties (“Partners”) who have entered into a separate written agreement with us regarding their use of the Platform (a “Partner Agreement”) have the additional rights to use the Platform as set forth in the applicable Partner Agreement. Partner’s use of the Platform is subject to the terms and conditions contained in this TOS. Notwithstanding the foregoing, to the extent that the terms and conditions contained in the applicable Partnership Agreement conflicts with the terms and conditions contained in this TOS, the terms and conditions contained in the applicable Partnership Agreement shall govern the Partner’s use of the Platform. Partner’s customer’s use of the Platform shall be governed by this TOS.
We may provide software products or services under the terms and conditions of a separate agreement between you and us (each, an “Other Agreement”). Our obligations with respect to any product, service, or access that we make available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and this TOS shall not be deemed or construed to alter the terms and conditions of such Other Agreement.
The use of other software and services provided by us is governed by the terms and conditions of the end user license agreement, if any, which accompanies or is included with such materials (the “License Agreement”). You may not install any software that is accompanied by or includes a License Agreement unless you first have agreed to the terms and conditions of the License Agreement. If no License Agreement accompanies or is included with such software, then such software shall be deemed to be Our Materials (as defined below) hereunder and this TOS shall govern your use of such software. FURTHER REPRODUCTION OR REDISTRIBUTION OF ANY SOFTWARE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH SOFTWARE.
Registration Data and Provided Data
In order to allow you to use the Platform, you will need to sign up for an account with us. We may verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not provide the information requested by us or we cannot verify your identity, we reserve the right to refuse to allow you to use the Platform. Accurate Registration Data (as defined below) and Provided Data enable us to provide the Services to you. In addition, in order for the Services to function effectively, you must also keep your Registration Data and Provided Data up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. Accordingly, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). You represent that you are a legal owner of, or otherwise have the authority to provide us with, all Registration Data and Provided Data, and other information necessary to facilitate your use of the Platform.
Account, Password and Security
You agree and understand that (i) you are responsible for maintaining the confidentiality of your password which, together with your username, allows you to access and use the Platform, upon completing the Platform’s registration process; and (ii) you are fully responsible for all activities that occur under your account. You should also maintain appropriate anti-virus and anti-malware software on your computer or other device which you use to access the Platform, so that your Registration Data, password and/or username are not compromised through your own negligence. If you become aware of any unauthorized use of your Registration Data, password and/or username, you agree to notify us immediately at the email address: [email protected]. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
Third Party Software and Service Providers
Third Party Offers and Third Party Sites
Some parts of the Platform are supported by sponsored links from advertisers and the Platform may otherwise Third Party Offers”) that . The Third Party Offers may be custom matched to you based on the information stored on the Platform, queries made through the Platform or other information. We may disclose when a particular Third Party Offer is sponsored or otherwise provided by a third party.
We do not currently charge users to access or use the Service for the first two months after signing up, however at month three users will be charged a monthly platform fee of $5 per month. If the fee structure changes in the future existing users will remain at the monthly fee of when they originally signed up.
You agree to pay all charges and any related fees (collectively, “Charges”) incurred by you in purchasing products or services through the Platform or otherwise in connection with your use of the Platform.
For most Charges we will charge your designated credit card when the Charge is incurred, although some charges may be billed on a different schedule. You are responsible for all Charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment. This means that, unless your account or credit card information is obtained unlawfully or fraudulently, you will be responsible for all usage and purchases made on your account.
A service charge, up to the maximum allowed by the state you reside in, will be assessed to your account for any Charge that is denied or for which you otherwise fail to make when payment becomes due. If your account is delinquent, your account (and your use of the Platform) may be suspended or canceled at our sole discretion. If any unpaid balance remains outstanding more than thirty (30) days after the date in which the unpaid balance first became due and payable, then an interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any such unpaid balance, until paid in full. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from our efforts to collect any unpaid balance on your account.
You agree to inform us about any billing problems or discrepancies within ninety (90) days after they first appear on your account statement. If you do not inform us within ninety (90) days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, for any Charges being collected by us on behalf of a vendor, then such vendor shall be an express third party beneficiary of this Section.
All currency references on the Platform or in this TOS are in U.S. dollars. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You, and not us, are responsible for any such taxes, levies, or duties related to your transactions, excluding only our United States federal or state income taxes.
All payments for Charges are non-refundable, and no refunds will be due to you for any reason, even if, without limitation, you are not satisfied with the Platform, or the products or services that you purchase through the Platform, you are not able to access the Platform, the Platform changes, or we freeze, change, or terminate your account.
Content Submitted or Made Available For Inclusion on the Platform
We do not claim ownership of the Content (as defined below) you submit or otherwise make available for inclusion on the Platform. You understand that all Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload (or that we upload for you), post, email, transmit, store or otherwise make available through the Platform. You are responsible for any lost or unrecoverable Content. We do not control the Content posted through the Platform and, as such, do not guarantee the accuracy, integrity or quality of such Content. You must provide all required and appropriate warnings, information and disclosures for Content you submit to us. By submitting Content to us, you represent that you have all necessary rights in such Content, without any obligation by us to pay any fees or be subject to any restrictions or limitations, and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, host, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the Content that you submit to us in connection with the Platform and our business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media format and through any media channels.
We may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect our (or our users or the public’s) rights, property, or personal safety.
The technical processing and transmission of the Services, including any Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You may voluntarily provide (in connection with your use of the Platform or related Services) suggestions, comments or other feedback. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation to you of any kind; provided, that we will not disclose the source of specific feedback without your consent; and nothing in this TOS restricts the use by you of such feedback or ideas that you provide to us.
“Content” means Provided Data, information, data, text, software, music, sounds, photographs, images, graphics, videos, messages or other materials that you or other users upload, post, email, transmit, store or otherwise make available through the Platform.
Our Proprietary Rights
The technology and content used to offer, or provided in connection with, the Platform, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, music, sounds, data, videos, messages, illustrations, tutorials, promotional materials, editorial content, notices, proprietary software (including html-based computer programs) and other content that we may make available through the Platform are either owned by us or licensed by us from third party licensors (collectively, “Our Materials”). The Platform and Our Materials are protected under both United States and other applicable copyright, patent, trademark and other intellectual property laws. As between you and us, we own the Platform and Our Materials, and all underlying software, inventions, ideas, trade secrets, trademarks and services marks related to the Platform and Our Materials. All product names and company logos found on promotional materials presented to you through the Platform are the copyrights, trademarks or service marks of their respective owners. You agree not (and to not allow any third party) to copy, modify, reverse engineer, reproduce, duplicate, perform, create derivative works from, republish, upload, post, transmit, sell, trade, exploit or otherwise distribute in any way whatsoever any of Our Materials, information, trademarks or service marks without our express, written consent. You agree not to use, or permit any third party to use, the Platform or Our Materials in any manner that violates any applicable law, regulation or this TOS.
General Practices Regarding Use and Storage
You acknowledge that we may establish general practices and limits concerning use of the Platform, including without limitation the maximum number of days that messages or other uploaded Content will be retained by the Platform, the maximum number and size of postings that may be made through an account on the Platform, and the maximum number of times (and the maximum duration for which) you may access the Platform in a given period of time. We have no responsibility or liability for the deletion or failure to store any posting and other communications or other Content maintained or transmitted by the Platform. We may modify these general practices and limits at any time and from time to time.
The Platform and software embodied within the Platform may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the Platform. You may not attempt to override or circumvent any of the usage rules embedded into the Platform. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Platform, in whole or in part, is strictly prohibited.
This TOS will continue to apply until terminated either by you or us as set forth below. If you want to terminate your legal agreement with us, you may do so by terminating the use of the Platform, closing your account and removing our software from your devices.
Please use the directions below to close your account:
Email [email protected] from the email address associated with your account, indicating “CANCEL” in the subject line of the message. After confirming you are the account owner, we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by law to retain.
We may, under certain circumstances and without prior notice, immediately terminate your account and access to the Platform. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Platform (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) you have engaged in fraudulent or illegal activities, (g) nonpayment of any Charges owed by you in connection with the Platform, or (h) for any other reason or no reason, in our and absolute discretion.
Termination of your account includes (i) removal of access to all offerings within the Platform, (ii) deletion of your password and username, and (iii) barring further use of the Platform. The termination of this TOS will not affect any of our rights or your obligations arising under this TOS prior to the date of termination.
You hereby agree to defend, indemnify and hold us and our subsidiaries, affiliates, officers, members, stockholders, co-branders, and employees, consultant and agents harmless from any claim or demand (including reimbursing us any reasonable attorneys’ fees incurred by us in the defense of any such claim or demand), made by any third party due to or arising out of Content you submit, post, transmit, store or otherwise make available through the Platform, your infringement of any intellectual property rights, your use of the Platform, your connection to the Platform, your purchase of products or services through the Platform, your violation of this TOS, or your violation of any rights of another. We retain the right to retain counsel of our choosing in our sole discretion. Furthermore, you must cooperate in good faith to assist us in our defense and any settlement negotiations related thereto, and to reimburse us for reasonable settlement amounts, if any.
Disclaimer of Warranties and Liability
YOUR USE OF THE PLATFORM AND ALL RELATED SERVICES, INCLUDING ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WE ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE PLATFORM AND ALL RELATED SERVICES. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Use of the Platform may be available through a compatible mobile device, Internet, and/or network access and may require software. You may be required to download our mobile application in order to use the App. Users of the App will be governed by the terms and conditions provided to you at the time you download the App. You agree that you are solely responsible for these requirements, including any applicable equipment, changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER OF THE TELECOMMUNICATION SERVICES AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OR INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE WILL NOT BE LIABLE FOR AND MAKE NO WARRANTY THAT (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) YOUR USE OF THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE OR COMPLETE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE PLATFORM OR ANY SOFTWARE THAT WE PROVIDE OR THAT WE USE IN OFFERING THE PLATFORM WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
Limitation of Liability; RELEASE
WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (v) ANY OTHER MATTER RELATING TO THE PLATFORM OR ANY SERVICES OFFERED THROUGH THE PLATFORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TOS, OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
To the fullest extent permitted by applicable law, you, on behalf of your heirs, executors, administrators, legal and personal representatives, hereby release, waive, acquit and forever discharge us from and against, and covenant not to sue us or any party associated with us for, all claims you have or may have arising out of or in any way related to these terms. If you are a California resident, you hereby waive your rights under California Civil Code 1542, which states “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
We may at any time and from time to time provide certain communications to you such as service announcements, administrative messages and other notifications (“Alerts”). Alerts may be sent to you following certain changes to our Platform or your account. You understand and agree that any Alerts provided to you through the Platform may be delayed or prevented by a variety of factors. We will make commercially reasonable efforts to provide Alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any Alert. We will not be liable for any delays, failure to deliver, or misdirected delivery of any Alert; for any errors in the content of an Alert; or for any actions taken or not taken by you or any third party in reliance on an Alert.
Alerts may be sent by means of a general notice through the Platform, electronic mail to your email address designated in your account, or telephone or text message to any phone number provided in connection with your account. If your email address or your mobile number changes, you are responsible for informing us of that change.
Because Alerts may not encrypted, we will never include your password. However, some Alerts may include your username and some information about your account. Anyone with access to your email will be able to view the contents of these Alerts.
By providing us with your email address, you consent to receive all required Alerts regarding our Platform and other offerings electronically. All Alerts in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive Alerts electronically is valid until you end your relationship with us. You may print a copy of any electronic Alerts and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic Alerts and will provide you notice thereof in accordance with applicable law.
You also consent to the recording of any electronic or written Alerts and any or all telephone conversations between you, us or any of our affiliates in connection with this TOS or the Platform and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to this TOS.
Any notice you desire to send to us must be sent exclusively by submitting an electronic message through the Platform, the Contact Us section at https://www.smoov.app/contact or via email at [email protected], unless explicitly instructed to do otherwise in this TOS.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice to you. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform. We may also revise this TOS at any time, and therefore we suggest that you check this TOS from time to time. We may notify you of any changes at the email address associated with your account. If you do not agree to the changes after receiving notice of the changes to the Platform, you may stop using the Platform and terminate your account. Your continued access or use of the Platform indicates your agreement to be bound by any such changes.
This TOS constitutes the entire agreement between both of us and governs your use of the Platform, superseding any prior agreements between both of us with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third party content, or third-party software. The foregoing does not apply to Partners who are subject to separate Partner Agreements.
Choice of Law and Forum
This TOS and the relationship between both of us shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. Your exclusive forum for bringing any claim or cause of action against us is the courts located in Boston, Massachusetts. You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief.
Notwithstanding anything herein, if we elect in our sole discretion to resolve any claim through arbitration, you must cooperate fully with and be bound by such arbitration, without further recourse of any kind. The American Arbitration Association (“AAA”) shall preside over such arbitration. Such arbitration shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. All proceedings shall take place in Boston, Massachusetts. If there is a conflict between the rules of the AAA and any provision of this TOS, this TOS shall govern. You are responsible for all costs that you incur in the arbitration, including without limitation, expert witnesses or attorneys. The reasonable filing fees and arbitrator’s costs and expenses shall be advanced by us. However, if the arbitration is decided in our favor, you must reimburse us for all of our fees, costs, and expenses related to the arbitration, including without limitation, all fees, costs, and expenses related to filing, arbitrators, expert witnesses, attorneys, and other third parties.
Waiver and Severability of Terms
We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this TOS shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal governmental agency, the validity or enforceability of any other provision of this TOS shall not be affected, and the other provisions of the TOS remain in full force and effect.
No Third-Party Beneficiaries
Except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this TOS.
No Right of Survivorship and Non-Transferability
Your account is non-transferable and any rights to your account or contents within your account terminate upon your death or dissolution.
Statute of Limitations
Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Claims of Copyright and Trademark Infringement
If you believe that your intellectual property is being used on the Platform in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on our Platform;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address, if different from your registered account with us;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The information specified above must be sent to our Designated Agent, whose contact information is as follows:
Attention: Privacy & Security
c/o Smoov Inc.
26 Forrester Street, Unit 1
Salem, MA 01970
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user's access to the Platform.
If you believe that your content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:
Identification of the copyrighted work that was removed, and the location on the Platform where it would have been found prior to its removal;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.
Last updated April 29, 2022
HOW DO WE COLLECT INFORMATION, What DO We Collect And HOW DO WE Use IT?
We collect and store information that you voluntarily provide to us as well as data related to your use of the Services. Below is a more specific list of the personal information we collect and how we use it with your consent. You may be asked additional questions regarding items on this list to ensure we have your consent to collect and use your personal information for specific purposes.
Registration: When you register for the Service, we collect your personal information as part of the registration process, including but not limited to your name, username, address, telephone number, mobile number, email address, social security number, and other information from which your identity is or may be discernible.
Demographic Information: We may also collect demographic information, such as age, gender and geographic location, as part of your profile in the Service.
Surveys and User Research: We may send you surveys or contact you with questions to provide us with feedback on our Services. We collect any responses that you provide. Participation in surveys or research tasks is elective and does not affect your access to the Service.
How Do We Use Information We Collect?
Our primary purpose in collecting information is to provide you the Services. We may use the information you provide to us for other purposes as follows:
Support the Services: We may use the information you provide us to provide any customer support you request, including troubleshooting problems, and monitor such requests, and to inform you about Service updates
Improve the Services: We may use the information you provide us to customize, measure, and improve the Services, including through data analysis, testing, research, statistical and survey processes.
Enforce Rights: We may use the information you provide us to enforce your and our rights (including payment for the Services) and protect you against fraud.
Marketing Purposes: We occasionally may contact you about new product and features. You may remove your name from our mailing lists to stop receiving these emails.
If you have any questions regarding the foregoing, or our privacy practices, you may contact us at [email protected].
In addition to the uses of personal information above, we may remove the identifiable parts of your information to create de-identified forms (“De-identified Information”). De-identified Information may be compiled with other data in aggregated forms. We use this aggregated or non-aggregated data in the following ways:
Disclosure for Business Purposes: We may also license, sell or otherwise share De-identified Information with clients, partners, investors and contractors for any purposes related to our business practices.
Services Improvement: We may use De-identified Information for product improvement including the Service as well as third-parties to evaluate their products or services.
Research: We may use De-identified Information for research whether scientific, marketing, or business in nature. This research may be made public through publication such as within a scientific journal.
How Do We Share The Information We Collect?
We do not sell, rent, trade or otherwise transfer personally identifiable information to third parties who are not affiliates of the Company without your consent to do so. We may, however, disclose personally identifiable information: to our affiliated companies, carriers, third party service providers and/or agents, as reasonably necessary to provide you with the Services you have requested; as required by law or legal process; in response to lawful requests for information by governmental agencies, such as law enforcement authorities, authorized to request such information; to enforce our contractual agreements, including investigation of potential violations thereof; to help detect and prevent potentially illegal acts and violations of our policies and to otherwise protect our interests; to help detect and prevent harm to persons or property or otherwise to protect public safety; to third parties that perform functions on our behalf, including, but not limited to, third parties that host or operate our Services, analyze data, perform email list management services, provide customer service, or provide public relations and marketing services; and to vendors of products and services that are offered through the Services.
We are not limited in our use of non-personal information that does not permit direct association with any specific individual, or non-identifiable aggregate information about our users (such as the number of users on the Services and the geographic distribution of our users). As such, in no way to limit the foregoing, we may share aggregate (non-personally identifiable) information with certain third parties such as advertisers, industry organizations, and prospective affiliates.
We do not enable third parties, except for certain subcontractors of the Company, to collect information directly from users while they interact with Services. Our subcontractors only collect and use information at our direction and only to support the functioning of the Services and to perform analytics. Our subcontractor may not share this information with third parties.
As with any other business, it is possible that in the future we could sell or buy subsidiaries or business units. In any such transaction, as well in the event all or substantially all of our assets are acquired by a third party, personal information of our users will generally be one of the transferred assets. We reserve the right to include your personal information, collected as an asset, in any such transfer to a third party.
Information collected by or sent to us may be stored and processed in any country in which we and our affiliates, subsidiaries, or service providers maintain facilities. We reserve the right to transfer your personal information outside of the country where you reside and/or from which you use our Services. By using our Services you consent to any such transfer of information outside of your country.
How Long Is Your Personal Information Kept By Us?
What Are Cookies And How Do We Use Them?
How Do We Protect Your Personal Information?
We follow commercially accepted industry standards to protect the personal information submitted to or collected by us, both during transmission and once we receive it. While we strive to use commercially acceptable means to protect your personal information, no method of transmission over the internet, or method of electronic storage, is 100% secure and we cannot guarantee its absolute security. In the event of an inadvertent disclosure of your personal information, we will take all commercially reasonable steps to limit and remedy the disclosure as required by the applicable law. In light of the foregoing, your use and access of the Services is at your own risk. If you have any questions about security of our Services, please contact us in the manner set forth under the heading “Contact Us” below.
The Company’s Services are intended for the use of users who are at least 18 years of age. The Services are not directed to persons under the age of 13. We do not knowingly collect or solicit information from, market to or accept services from persons under the age of 13 years old. If we become aware that a person under the age of 13 has provided us with personal information, we will take steps to remove such personal information.
How Far Does Our Responsibility Extend?
How Can You Access or Amend Your Personal Information (RIGHT OF OPT-OUT, ACCESS AND CORRECTION)?
You have the right to view, correct, complete or remove your personal information. Upon and subjection to verification of your identity, we will respond to requests to view, correct, complete or remove your personal information within a reasonable time.
We will make all reasonable efforts to accommodate requests to delete personal information unless it is required by law or for any lawful business purpose, and always will delete any personal information that we are required by applicable law to delete at your request.
You can help us maintain the accuracy of your information by notifying us of any changes to your personal information as soon as possible. Your rights to access, change, or delete your personal information are not absolute. We may deny you such rights when required by law or if the request would likely reveal personal information about a third party.
To request opt-out, review, modification or removal of personal information, you should submit a written request to us at: [email protected].
California Privacy Rights
California Civil Code Section 1798.83 permits customers who are California residents and who have provided the Company with “personal information” (as that term is defined in Section 1798.83) to request certain information about the disclosure of that information to third parties for their direct marketing purposes. If you are a California resident with questions regarding this, please contact us in the manner set forth under the heading “How can you contact us?” below.
How can you contact us?