SmooFi, Inc. ("SmooFi" or “ANYTIMEJOBS”) facilitates consumers
who research, hire, rate, and review a variety of servicers/contractors,
and related professionals (collectively referred to as, “Service
Providers”). The following Terms of Use outline your obligations when
using the SmooFi websites, mobile applications, and services.
1. ACCEPTANCE OF THE TERMS
The SmooFi Internet site available at www.smoofi.com or www.anytimejobs.com ,
the SmooFi mobile application, all related websites, mobile
applications, and the various features, content and offered services on
and in connection with these sites and applications (collectively, the
"Sites and Services") are owned and operated by SmooFi and can only be
accessed and used by you under the Terms of Use described below ("Terms
of Use").
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING,
OR USING ANY OF THE SITES AND SERVICES, YOU AGREE TO BECOME BOUND BY
THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND
CONDITIONS, THEN YOU MAY NOT ACCESS AND USE THE SITES AND SERVICES OF
SMOOFI.
2. MODIFICATIONS OF TERMS OF USE
SmooFi may, in its sole discretion, modify these Terms of Use at any
time effective upon posting the modified Terms of Use on and in
connection with the Sites and Services, with or without additional
notice to you. You are responsible for regularly reviewing information
posted on the Sites and Services to obtain timely notice of posted
changes, and if you do not agree to the amended terms, you agree to
immediately stop using the Sites and Services and to provide SmooFi
notice to remove you from any distribution lists or other communication
list that are available to you through your use of the Sites and
Services. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING
(OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND
BY THE MODIFIED TERMS OF USE.
3. USE OF THE SITE AND SERVICES
Subject to full compliance with these Terms of Use, SmooFi grants
authorized users a nonexclusive, nontransferable, nonsublicensable,
terminable license to access and use the Sites and Services for personal
use. You agree to not access, reproduce, duplicate, copy, sell,
re-sell, modify, distribute, transmit, or otherwise exploit the Sites or
Services or any of their content for any purpose except for your
personal use and as described in this Terms of Use, without the express
written consent of SmooFi. SmooFi may modify, update, suspend or
discontinue the Sites and Services, in whole or in part, at our sole
discretion for any or no reason, at any time and with or without notice.
SmooFi shall not be liable to any user orother third party for any
such modification, update, suspension or discontinuance.
4. USER CONDUCT
As a condition of your access and use of the Sites and Services and
your submission or access to any ratings, reviews, communications,
information, data, text, photographs, audio clips, audiovisual works, or
other materials on the Sites and Services (collectively, the
“Content”), you agree not to use the Sites and Services for any purpose
that is unlawful or prohibited by these Terms of Use, or any other
purpose not reasonably intended by SmooFi. By way of example, and not as
a limitation, you agree not to:
- intentionally or unintentionally violate these Terms of Use, other
applicable agreement with SmooFi, and any applicable local, state,
national or international law, and any rules and regulations having the
force of law;
- use the Sites and Services in any manner that violates any relevant
law or that infringes, misappropriates or violates any third party's
rights, including, but not limited to, transmitting any Content that may
infringe, misappropriate or violate a third party's rights of
publicity, contractual rights, fiduciary rights or intellectual property
rights;
- use the Sites and Services or its Content for any purposes not
authorized by this Terms of Use, including commercial, political, or
religious purposes, including the submission or transmission of any
Content that contains advertisements, promotional materials, junk mail,
or any other form of solicitation;
- reproduce, duplicate, copy, modify, sell, re-sell or exploit any
Content or the Sites and Services for any commercial, educational, or
any other non-personal purpose or any for any purpose unrelated to your
personal purchasing decisions, without the express written consent of
SmooFi, which consent may be withheld by SmooFi in our sole discretion;
- post non-local or otherwise irrelevant Content, repeatedly post the
same or similar Content or otherwise impose an unreasonable or
disproportionately large load on our infrastructure, interfere or
attempt to interfere with the proper working of the Sites and Services
or any activities conducted on the Sites and Services;
- harass, threaten, intimidate, impersonate, or attempt to
impersonate, any other person, falsify your contact or other
information, misrepresent a relationship with any person or entity,
including misrepresenting a relationship with SmooFi, or otherwise
attempt to mislead others as to the identity of the sender or the origin
of a review or rating;
- knowingly provide or submit false or misleading information;
- use the Sites and Services if you are under the age of eighteen (18);
- take any action that would undermine the review and rating process under the Sites and Services;
- attempt to gain unauthorized access to the Sites and Services, other
user accounts, or other computer systems or networks connected to the
Sites and Services;
- use the Sites and Services in any way that could interfere with the
rights of SmooFi or the rights of other users of the Sites and Services;
- attempt to gain unauthorized access to any portion or feature of the
Sites and Services, or any other systems or networks connected to the
Sites and Services or to any server used by SmooFi by hacking, password
'mining' or any other illegitimate or unauthorized means, including
attempting to obtain password, account, or any other personal or private
information from any other Sites and Services user;
- sell, share, or otherwise transfer your account username, password,
other information, or your rights or obligations under these Terms of
Use;
- transmit or submit any transmission or other materials that are
encrypted or that contains viruses, Trojan horses, worms, time bombs,
spiders, cancelbots or other computer programming routines that is
likely or intended to damage, interfere with, disrupt, impair, disable
or otherwise overburden the Sites and Services;
- access, download, monitor, or copy any information contained on our
Sites and Services through artificial means (including but not limited
to use any 'deep-link', 'scraper', 'robot', 'spider' or other automatic
device, program, algorithm or methodology, or any similar or equivalent
automatic or manual process, or in any way reproduce or circumvent the
navigational structure or presentation of the Sites and Services or any
content, to obtain or attempt to obtain any Content, materials,
documents or information through any means not purposely made available
through the Sites and Services; or
- probe, scan or test the vulnerability of the Sites and Services or
any network connected to the Sites and Services, nor breach the security
or authentication measures on or of the Sites and Services or any
network connected to the Sites and Services. You may not reverse
look-up, trace or seek to trace any information on any other user of the
Sites and Services, or any other customer of SmooFi, including any
SmooFi account not owned by you, to its source, or exploit the Sites and
Services or any service or information made available or offered by or
through the Sites and Services, in any way where the purpose is to
reveal any information, including but not limited to personal
identification or information other than your own information, except as
expressly authorized by SmooFi and provided for by the Sites and
Services;
5. SMOOFI MEMBERSHIP
When using, accessing, or purchasing particular services or features
of the Sites and Services, you shall be subject to any posted
agreements, guidelines, or rules applicable to such services or features
that may be posted from time to time. All such agreements, guidelines,
or rules are hereby incorporated by reference into the Terms of Use.
For example, SmooFi restricts access to some portions of the Sites and
Services to persons with a SmooFi Membership.
6. REGISTRATION INFORMATION
We may require that you create an account to use or access certain
parts of the Sites and Services and use certain products and features.
We may require that you provide login information such as a username and
password to access and utilize your account. As a condition of your use
of the Sites and Service, you agree to (a) provide SmooFi with true,
accurate, current and complete information as prompted by the SmooFi’s
registration forms, when registering for or using the Sites and Services
and (b) update and maintain the truthfulness, accuracy and completeness
of such information. You are responsible for maintaining the
confidentiality of any password or other account information not
generally available to others and are fully responsible for all
activities that occur under your username and password. While there are
limited, legitimate reasons for creating multiple accounts, creating
serial or overlapping accounts may result in account termination.
Please contact us if you have questions about managing multiple
accounts.
7. Submitting CONTENT
As a condition of submitting any Content or other materials to the Sites or Services, you agree that:
- you grant to SmooFi a royalty free, perpetual, irrevocable,
worldwide, nonexclusive, transferable, and sublicensable license to use,
reproduce, copy, adapt, modify, merge, distribute, publicly display,
create derivative works from, incorporate such Content into other works;
grant to SmooFi all rights necessary to publish or refrain from
publishing your name and address in connection with your Content;
sublicense through multiple tiers the Content, and acknowledge that this
license cannot be terminated by you once your Content is submitted to
the Sites and Services;
- you grant to SmooFi all rights necessary to prohibit the
subsequent aggregation, display, copying, duplication, reproduction,
distribution, or exploitation of your Content by any other party;
- your name and report information may be made available to the public and to the Service Providers on which you report;
- you represent that you own or have secured all legal rights
necessary for the Content submitted by you to be used by you, SmooFi,
and others as described and otherwise contemplated in these Terms of
Use;
- you represent and warrant that each person identified, depicted,
or shown in in your Content, if any, (and if a minor, the parent or
guardian of the minor) has provided consent to the use of the Content
consistent with these Terms of Use.
- you are solely responsible for your reviews and ratings;
- SmooFi may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;
- you will not submit any reviews that may be considered by SmooFi
to be infringing, harassing, libelous, abusive, threatening, obscene,
profane, hateful, offensive, harmful, vulgar, distasteful, defamatory,
or otherwise violates any relevant law or right of any other party, or
racially, ethnically or otherwise objectionable;
- all of your reviews and ratings will either be based upon (i)
your actual first-hand experiences with the Service Providers you are
reviewing or (ii) as provided below, an individual and that individual's
actual first-hand experience with a health care or wellness provider
whereby you have the legal authority to disclose such health information
and experience of such individual;
- all of your reviews and ratings of the Service Providers that
you are rating will be accurate, honest, truthful, and complete in all
respects;
- you do not work for, own any interest in or serve on the board
of directors of, any of the Service Providers for which you submit
reviews and ratings;
- you are not in any way related (by blood, adoption or marriage,
if the Service Provider is an individual) to any of the Service
Providers for which you submit reviews or ratings;
- you have not received any form of compensation to post reviews and ratings;
- you will submit thorough and thoughtful reviews of the Service
Providers you review (for example, submitting a review describing a
service contractor as "He/She is great." without additional commentary
is not a thorough and thoughtful review);
- you will not submit reviews that comment on other users or the reviews of other users;
- you will not submit reviews with hyperlinks; or
- the reviews and ratings that you provide do not reflect the
views of SmooFi, its officers, managers, owners, employees, agents,
designees or other users.
8. PUBLICATION AND DISTRIBUTION OF CONTENT
SmooFi cannot and does not guarantee the accuracy, integrity,
quality or appropriateness of any Content transmitted to or through the
Sites and Services. You acknowledge that SmooFi simply acts as a passive
conduit and an interactive computer service provider for the
publication and distribution of user-generated. You understand that all
posted on, transmitted through or linked through the Service, are the
sole responsibility of the person from whom such Content originated. You
understand that SmooFi does not control, and is not responsible for
Content or Service Provider Content made available through the Sites and
Services, and that by using the Sites and Services, you may be exposed
to Content that is inaccurate, misleading, or offensive. You agree that
you must evaluate and make your own judgment, and bear all risks
associated with, the use of any Content.
You further acknowledge that SmooFi has no obligation to screen,
preview, monitor or approve any user-generated Content on the Sites and
Services. However, SmooFi reserves the right to review, modify and/or
delete any Content that, in its sole judgment, violates these Terms of
Use. By using the Sites and Services, you agree that it is solely YOUR
RESPONSIBILITY to evaluate your risks to bear associated with the use,
accuracy, usefulness, completeness or appropriateness of any Content
that you submit, receive, access, transmit or otherwise convey through
the Sites and Services. Under no circumstances will SmooFi be liable in
any way for any Content, including, but not limited to, any Content that
contains any errors, omissions, defamatory statements, or confidential
or private information (including, but not limited to, health
information) or for any loss or damage of any kind incurred as a result
of the use of any Content submitted, accessed, transmitted or otherwise
conveyed via the Sites and Services. You waive the right to bring or
assert any claim against Angie's List relating to Content, and release
SmooFi from any and all liability for or relating to any Content. SmooFi
has no obligation to review, monitor, or remove any Content or other
materials, except as required by law.
You may, however, report Content that you believe violates these
Terms of Use or is otherwise unlawful by sending an email to
helpdesk@smoofi.com (for copyright complaints, please see below).
Please note that you may be liable for damages (including costs and
attorneys’ fees) for unlawful misrepresentations. If you are uncertain
whether an activity is unlawful, we recommend seeking advice of an
attorney.
You agree that SmooFi may establish general practices, policies and
limits, which may or may not be published, concerning the use of the
Sites and Services, including without limitation, the time that reviews
and ratings will be retained, the maximum number of reviews and ratings
that may be sent from an account, the length of reviews and ratings
sent, and the maximum number of times and the maximum duration for which
you may access the Sites and Services in a given period of time. You
agree that SmooFi has no responsibility or liability for the deletion or
failure to store any Content or other materials maintained or
transmitted by or through the Sites and Services. You agree that SmooFi
has the right to change these general practices and limits at any time,
in its sole discretion, with or without notice.
9. SERVICE PROVIDERS
SmooFi does not endorse and is not responsible or liable for any
Content, data, advertising, products, goods or services available or
unavailable from, or through, any third party or Service Provider (which
includes, but is not limited to, health care and wellness providers).
You agree that should you use or rely on such Content, data,
advertisement, products, goods or services, available or unavailable
from, or through any third party or Service Provider (which includes,
but is not limited to, health care and wellness providers), SmooFi is
not responsible or liable, indirectly or directly, for any damage or
loss caused or alleged to be caused by or in connection with such use or
reliance. Your dealings with, or participation in promotions of any
Service Provider (which includes, but is not limited to, health care and
wellness providers), and any other terms, conditions, representations
or warranties associated with such dealings, are between you and such
Service Provider (which includes, but is not limited to, health care and
wellness providers) exclusively and do not involve Angie's List. You
should make whatever investigation or other resources that you deem
necessary or appropriate before hiring or engaging Service Providers
(which includes, but is not limited to, health care and wellness
providers).
Third parties and Service Providers may link or otherwise direct
Internet users to our Sites and Services for the purpose of utilizing
one or more of the services we provide on behalf of others.
Additionally, we may provide links or otherwise direct you to third
party or Service Provider websites. SmooFi does not control or operate
any such third party or Service Provider websites. Any information you
provide to these third party or Service Provider websites while on these
third party or Service Provider websites is subject to the respective
policies of those third parties or Service Providers, and not SmooFi’s
policies. It is your responsibility to review such third party or
Service Provider policies, including any relevant privacy policies. You
agree that SmooFi will not be responsible or liable for, and does not
endorse any content, advertising, goods or services provided on or
through these outside websites or for your use or inability to use such
websites. SmooFi does not make any representations or warranties as to
the security of any information (including, without limitation, credit
card and other personal information) you might be requested to give to
any third party or Service Provider sites. You use these third party or
Service Provider websites at your own risk.
You agree that SmooFi is not responsible for the accessibility or
unavailability of any Service Provider (which includes, but is not
limited to, health care and wellness providers) or for your interactions
and dealings with them, waive the right to bring or assert any claim
against SmooFi relating to any interactions or dealings with any Service
Provider (which includes, but is not limited to, health care and
wellness providers), and release Angie's List from any and all liability
for or relating to any interactions or dealings with Service Providers
(which includes, but is not limited to, health care and wellness
providers).
Without limiting the foregoing, your correspondence or business
dealings with, consumption of products or services of, or participation
in promotions of, third parties or Service Providers found on or through
the use of the Sites and Services, including payment for and delivery
or fulfillment of related goods or services, and any other terms,
conditions, warranties, or representations associated with such
dealings, are solely between you and such third party. You agree that
SmooFi shall not be responsible or liable, directly or indirectly, for
any loss or damage of any sort incurred as the result of any such
dealings or as the result of the presence of such third parties or
Service Providers on the SmooFi Sites and Services.
10. HEALTH RELATED PROVIDERS
The Sites and Services and its Content are for informational purposes
only. The Content is not intended to be a substitute for professional
medical advice, diagnosis, or treatment. Always seek the advice of your
physician or other qualified health provider with any questions you may
have regarding a medical condition. Never disregard professional medical
advice or delay in seeking it because of something you have read on the
Sites and Services.
If you think you may have a medical emergency, call your doctor or
911 immediately. SmooFi does not recommend or endorse any specific
tests, physicians, products, procedures, opinions, or other information
that may be mentioned on the Sites and Services. SmooFi is not a health
or wellness provider and cannot recommend or refer you to any health or
wellness provider. Reliance on any information provided by SmooFi, its
employees and others appearing on the Sites and Services at the
invitation of SmooFi, or other visitors to the Sites and Services is
solely at your own risk.
The Sites and Services may contain health-related materials that are
sexually explicit. If you find these materials offensive, should not use
the Sites and Services.
You should be aware that if you post any health-related information
about yourself or anyone else on the Sites and Services, you do so at
your own risk. If you post health information about services rendered to
another individual, you represent that you have the legal authority to
receive health information about that individual from that individual's
health care providers and that you have the legal authority to further
disclose such health information. If you post health-related
information, you will be placing it into the public domain which may
violate federal or state laws that protect the privacy of health
information. You also acknowledge that the health care or wellness
provider about whom you submit Content may submit Content that contain
your private or confidential health information in response to Content
you submit. SmooFi is not liable for any such Content. SmooFi cannot be
expected to keep you health information confidential if you post it to
the Sites or Services or otherwise make it available to others.
11. Termination of Access
SmooFi may terminate your privilege to use or access the Sites and
Services immediately and without notice for any reason whatsoever. Upon
such termination, you must immediately cease accessing or using the
Sites and Services and agree not access or make use of, or attempt to
use, the Sites and Services. Furthermore, you acknowledge that SmooFi
reserves the right to take action -- technical, legal or otherwise -- to
block, nullify or deny your ability to access the Sites and Services.
You understand that SmooFi may exercise this right in its sole
discretion, and this right shall be in addition to and not in
substitution for any other rights and remedies available to SmooFi.
All provisions of these Terms of Use which by their nature should
survive termination shall survive the termination of your access to the
Sites and Services, including, without limitation, provision regarding
ownership, warranty disclaimers, indemnity, and limitations of
liability.
12. TRADEMARKS AND COPYRIGHTS
SmooFi, and other Sites and Services graphics, logos, designs, page
headers, button icons, scripts, and service names are the trademarks or
trade dress of SmooFi in the U.S. and/or other countries. These
trademarks and trade dress may not be used, including as part of
trademarks and/or as part of domain names, keyword advertisements, or
email addresses, or in connection with any product or service in any
manner that is likely to cause confusion.
You should assume all Content and material made available on the
Sites and Services is protect by copyright law. Aside from
user-submitted Content, all other materials and other information on the
Sites and Services, including, but not limited to, all text, graphics,
logos, icons, images, audio and video clips, downloads, data
compilations and software are the exclusive property of SmooFi and/or
its licensors and are protected by all United States and international
copyright laws.
13. Notice and Procedure for Making Claims of Copyright Infringement
SmooFi respects the intellectual property of others. It is our policy
to respond expeditiously to legitimate claims of copyright and other
intellectual property infringement. We will promptly process and
investigate notices of alleged infringement and will take appropriate
actions under the Digital Millennium Copyright Act ("DMCA") and other
applicable intellectual property laws. Upon receipt of notices
complying or substantially complying with the DMCA, we may act
expeditiously to remove or disable access to any material claimed to be
infringing or claimed to be the subject of infringing activity and may
act expeditiously to remove or disable access to any reference or link
to material or activity that is claimed to be infringing. We may
terminate access for users of the Site and Service who are infringers.
Notifying SmooFi of Copyright Infringement: To provide us with notice
of an infringement, you must provide a written communication to the
attention of “Site: DMCA Notification Dept.” at ipdocket@icemiller.com
that sets forth the information specified by the DMCA
(http://www.copyright.gov/title17/92chap5.html#512). Please note that
you may be liable for damages (including costs and attorneys’ fees) if
you materially misrepresent that an activity is infringing your
copyright. We will need the following information from you:
- an electronic or physical signature of the person authorized to act
on behalf of the owner of the copyright or other intellectual property
interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a detailed description of where the material that you claim is infringing is located or found on the Sites and Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent, or the
law; and
- a statement by you, made under penalty of perjury, that the
above information in your Notice is accurate and that you are the
copyright or intellectual property owner or authorized to act on the
copyright or intellectual property owner's behalf.
Providing SmooFi with Counter-Notification: If we remove or disable
access to Content in response to an infringement notice, we may make
reasonable attempts to contact the owner or administrator of the
affected content. If you material has been removed and you feel that
your material does not constitute infringement, you may provide us with a
counter notification by written communication to the attention of “DMCA
Counter Notification Dept.” at ipdocket@icemiller.com that sets forth
all of the necessary information required by the DMCA
(http://www.copyright.gov/title17/92chap5.html#512). Please note that
you may be liable for damages (including costs and attorneys’ fees) if
you materially misrepresent that an activity is not infringing the
copyrights of others. If you are uncertain whether an activity
constitutes infringement, we recommended seeking advice of an attorney.
14. DELAYS AND ACCESSIBILITY
The Sites and Services may be subject to limitations, delays,
failure, and other problems inherent in the use of the Internet and
electronic communications. SmooFi is not responsible for any delays,
failures or other damage resulting from such problems.
15. USER FEEDBACK
SmooFi appreciates hearing from you, as well as our other users, and
welcomes your comments regarding our Sites and Services. Please be
advised, however, that our policy does not permit us to accept or
consider creative ideas, suggestions, or materials other than those
which we have specifically requested. Although we do value your feedback
on our Sites and Services, please be specific in your comments
regarding our services and do not submit creative ideas, suggestions or
materials. If, despite our request, you send us creative suggestions,
ideas, drawings, concepts or other information (collectively, the
"Submissions"), such Submissions will be the property of SmooFi. In
addition, none of the Submissions will be subject to any obligations of
confidentiality and SmooFi will not be liable for any future use or
disclosure of such Submissions.
16. Warranties and Disclaimers.
You acknowledge that SmooFi has no control over, and no duty to take
any action regarding: which users gain access to or use the Sites and
Services; what effects the content on or in connection with the Sites
and Services may have on you; how you may interpret or use the content
on or in connection with the Sites and Services; or what actions you may
take as a result of having been exposed to the content on or in
connection with the Sites and Services. You release SmooFi from all
liability for you having acquired or not acquired content or information
through the Sites and Services. The Sites and Services may contain, or
direct you to sites containing, information that some people may find
offensive or inappropriate. SmooFi makes no representations concerning
any content contained in or accessed through the Sites and Services, and
SmooFi will not be responsible or liable for the accuracy, copyright
compliance, legality or decency of material contained in or accessed
through the Sites and Services. SmooFi makes no guarantee or warranty,
express or implied, as to the reliability, accuracy, timeliness or
completeness of that information and assumes no responsibility for any
errors or omissions therein.
YOU ACCESS AND USE THE SITES AND SERVICES AT YOUR OWN RISK. THE SITES
AND SERVICES ARE PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS WITHOUT
WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY
DISCLAIMED. NEITHER SMOOFI NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR
THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING
FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION
WITH THE SITES AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST
PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL,
CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS
APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION
OF SMOOFI, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS
ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH
THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR
NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITES
AND SERVICES. IN NO EVENT WILL SMOOFI OR ANY OF ITS DIRECTORS, OFFICERS,
AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS
BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN
NO EVENT WILL SMOOFI OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR
ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER
PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE
OF THE SITES AND SERVICES.
ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SITES AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK
AND 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 SMOOFI OR THROUGH OR FROM THE SITES AND/OR SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, SMOOFI DOES NOT
REPRESENT OR WARRANT THAT (I) THE SITES AND/OR SERVICES WILL MEET YOUR
REQUIREMENTS, (II) THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SITES AND/OR SERVICES WILL BE ACCURATE OR RELIABLE,
(IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR
EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU
AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE
PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO
YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO
YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN
SUCH STATES OR JURISDICTIONS, ANGIE’S LIST'S LIABILITY SHALL BE LIMITED
TO THE EXTENT PERMITTED BY LAW.
SMOOFI SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED
BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE
THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND
ANGIE’S LIST HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS
OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
SmooFi has no control over and no duty to take any action regarding:
other users’ behavior; what effects Content may have on you; how you may
interpret or use Content; or what actions you may take as a result of
having been exposed to Content. You release SmooFi from all liability
for you having acquired or not acquired Content through the Sites and
Services. SmooFi makes no representations concerning any Content,
including the accuracy thereof, contained in or accessed through the
Sites and Services, and SmooFi will not be responsible or liable for the
accuracy, copyright compliance, legality or decency of material
contained in or accessed through the Sites and Services.
The Sites and Services may display links to other Internet sites or
resources. Because SmooFi has no control over such sites and resources,
you acknowledge and agree that SmooFi is not responsible for the
availability of such external sites or resources, and does not endorse
and is not responsible or liable for any content, advertising, products
or other materials on or available from such sites or resources. You
further acknowledge and agree that SmooFi shall not be responsible or
liable, directly or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with use of or reliance on any such
content, goods or services available on or through any such site or
resource.
17. Indemnity.
You agree to indemnify, defend and hold harmless SmooFi, its
officers, managers, owners, employees, agents, designees, users,
successors, assigns, service providers and suppliers from and against
all losses, liabilities, expenses, damages, claims, demands and costs,
including reasonable attorneys' fees and court costs due to or arising
from: (a) any violation of these Terms of Use by you; (b) the inaccurate
or untruthful Content or other information provided by you to SmooFi or
that you submit, transmit or otherwise make available through the
Service; or (c) any intentional or willful violation of any rights of
another or harm you may have caused to another. SmooFi will have sole
control of the defense of any such damage or claim.
18. LImitation of liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SMOOFI, ITS OFFICERS,
EMPLOYEES AND AGENTS WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT
LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY
DAMAGES (EVEN IF SMOOFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES) (COLLECTIVELY, "DAMAGES"), WITH RESPECT TO THE SITES AND
SERVICES, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE
THE SITE AND SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES
PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SITES AND SERVICES;
(C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (D) CONTENT YOU SUBMIT,
RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SITE AND
SERVICES; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER
THIRD PARTY IN CONNECTION WITH OR THROUGH THE SITES AND SERVICES; (F)
ANY OTHER MATTER RELATING TO THE SITES AND SERVICES; (G) ANY BREACH OF
THESE TERMS OF USE BY SMOOFI OR THE FAILURE OF SMOOFI TO PROVIDE THE
SERVICES UNDER THESE TERMS OF USE OR (H) ANY OTHER DEALINGS OR
INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR
REPRESENTATIVES OR AGENTS). TO THE EXTENT ANGIE’S LIST, ITS OFFICERS,
EMPLOYEES AND AGENTS ARE FOUND LIABLE FOR ANY DIRECT DAMAGES RELATED TO
THESE TERMS OF USE OR THE USE OF THE SITE AND SERVICES, LIABILITY FOR
DAMAGES SHALL NOT EXCEED $100 IN THE AGGREGATE. THESE LIMITATIONS SHALL
APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions,
limitations or exclusions of liability or damages are not permitted. In
such jurisdictions, some of the foregoing limitations and exclusions may
not apply to you.
19. BREACH OF TERMS OF USE AND LIQUIDATED DAMAGES
You understand that the content in each report or record on SmooFi
has significant value to SmooFi and that the damage caused to SmooFi for
any violation of these Terms of Use pertaining to a report or record
will be difficult to accurately estimate. Thus you shall be liable to
pay us the following amounts as liquidated damages, and you agree that
the liquidated damages are a reasonable estimate of Angie’s List’s
damages for the specified breaches of these Terms of Use:
- If you post Content in violation of these Terms of Use, you agree to
promptly pay SmooFi One Thousand Dollars ($1,000) for each item of
Content posted in violation of these Terms of Use. We may (but shall not
be required to) to issue you a warning before assessing damages.
- If you display, copy, duplicate, reproduce, sell, re-sell or exploit
for any purpose any Content in violation of these Terms of Use, you
agree to pay One Hundred Dollars ($100) for each record or report that
you displayed, copied, duplicated, reproduced, sold, re-sold or
exploited for any purpose.
- If you use computer programming routines that are intended to
aggregate records or reports from the Sites and Services or otherwise
damage, interfere with, disrupt, impair, disable or otherwise overburden
the Sites and Services, you agree to pay One Hundred Dollars ($100) for
each report or record that is aggregated, disrupted, damaged or
otherwise affected by you.
- Except as set forth in the foregoing subparagraphs (a) through (c),
inclusive, you agree to pay the actual damages suffered by SmooFi,
including, but not limited to attorneys' fees and court costs, to the
extent such actual damages can be reasonably calculated. Notwithstanding
any other provision of these Terms of Use, we reserve the right to seek
the remedy of specific performance of any term contained herein, or a
preliminary or permanent injunction against the breach of any such term
or in aid of the exercise of any power granted in these Terms of Use, or
any combination thereof.
20. NOTICE
By use of the Sites and Services, you consent to receive electronic
communications from SmooFi (via email or via a posting on the Sites),
and you agree that any such communications satisfy any legal requirement
to make such communications in writing. You also agree that SmooFi may
communicate any notices to you under these Terms of Use, through
electronic mail, regular mail or posting the notices on the Sites and
Services. All notices to SmooFi will be provided by either sending: (i)
an email to helpdesk @smoofi.com; or (ii) a letter, first class
certified mail, to SmooFi, 1031 Calle Recodo Ste B, San Clemente, CA.
92672, Attn: Member Services. Such notices will be deemed delivered upon
the earlier of the verification of delivery or two (2) business days
after being sent.
21. ENTIRE AGREEMENT
These Terms of Use and other agreements, rules, and policies
incorporated by reference to this Terms including, without limitation,
the Privacy Policy, constitutes the entire agreement between you and
SmooFi. It supersedes any prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between you and
SmooFi regarding the subject matter contained in these Terms of Use.
Additional terms and conditions may exist between you and third parties,
including but not limited to, Service Providers and others. You
represent and warrant that those third party agreements do not interfere
with your obligations and duties to SmooFi under these Terms of Use.
22. GOVERNING LAW
These Terms of Use and the relationship between you and SmooFi will
be governed by the laws of the State of Nevada, notwithstanding the
choice of law provisions of the venue where any action is brought, where
the violation occurred, where you may be located or any other
jurisdiction. You agree and consent to the exclusive jurisdiction of the
state or federal courts located in Indianapolis, Indiana and waive any
defense of lack of personal jurisdiction or improper venue or forum non
conveniens to a claim brought in such court, except that SmooFi may
elect, in its sole discretion, to litigate the action in the county or
state where any breach by you occurred or where you can be found. You
agree that regardless of any statute or law to the contrary, any claim
or cause of action arising out or related to your use of the Sites and
Services or these Terms of Use shall be filed within one (1) year after
such claim or cause of action arose or will forever be barred.
23. MISCELLANEOUS
If you breach any term of this Terms of Use or other agreement with
SmooFi, SmooFi may pursue any legal or equitable remedy available,
including but not limited to, direct, consequential, and punitive
damages and injunctive relief. SmooFi’s remedies are cumulative and not
exclusive. Failure of SmooFi to exercise any remedy or enforce any
portion of the Terms of Use at any time shall not operate as a waiver of
any remedy or of the right to enforce any portion of the Agreement at
any time thereafter. If any provision of the Terms of Use is found to be
unenforceable or invalid, that provision shall be limited or eliminated
to the minimum extent necessary so that the Terms shall otherwise
remain in full force and effect and enforceable. This Terms of Use is
not assignable, transferable or sublicensable by you except with SmooFi
prior written consent. We may transfer, assign or delegate the Terms and
its rights and obligations without consent. Users of this Sites and
Services are responsible for compliance with all applicable regulations
and laws. No joint venture, partnership, employment or agency
relationship exists between you and SmooFi as a result of these Terms of
Use or use of the Sites and Services. You acknowledge and agree that
each of the Released Parties shall be an intended third party
beneficiary of these Terms of Use.
24. Contacting Us
If you have any comments or questions regarding these Terms, or wish
to report any violation of these Terms of Service, please contact us at
helpdesk@smoofi.com. We will address any issue to the best of our
abilities.