1. Services
1.1 SmartMatchApp is a hosted, matchmaking management service (the "Service"). This Agreement sets forth the terms and conditions of your use of SmartMatchApp via a hosted web service (the "Site").
1.2 SmartMatchApp may, but has no obligation to, remove content and accounts containing content that SmartMatchApp determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or this Agreement.
1.3 SmartMatchApp follows the data privacy and security principles as disclosed in its official Privacy Policy.
2. Limitations on Use of the Site
2.1 You agree not to reproduce, duplicate, copy, sell or exploit any portion of the service, use of the service without obtaining express permission from SmartMatchApp.
2.2 Use of this platform for purposes of reverse engineering, competitive research, or unauthorized data extraction is strictly prohibited. We reserve the right to suspend access for any activity that may harm the integrity of our business.
2.3 You may not rent, lease, or sublicense or permit the use of the Site on a timeshare or service bureau basis. You may not host, on a subscription basis or otherwise, the Site to permit a third party to use the Site for any reason.
2.4 You must not transmit any worms or viruses or any code of a destructive nature.
3. Billing
3.1 Monthly License Subscription. Fees for access to the Site are due by the close of business on the 1st day of each monthly Subscription ("Subscription"). If payment is not received by the 1st day of the following month, then access to the system will be suspended. Payment will be required before system can be restored.
3.2 Customizations & Special Projects. A clear outline, description of the work to be completed and price must be agreed upon before work can begin, and a Custom Work Approval Form must be signed. Any additional work that falls outside of the parameters of the agreed upon outline or description may be subject to additional charges. There will be no refunds on any custom work or special projects.
4. Expiration or Termination
This agreement will remain in effect from the effective date of first license payment at a minimum of the agreed upon price. Upon the termination of this Agreement, SmartmatchApp will allow you thirty (30) days from the termination effective date to extract your data from the Site prior to removal from the live servers to backup servers. You can request your data to be brought back to live servers in your account for a small fee. You agree that, other than as described above, SmartMatchApp has no obligation to continue to hold, export or return your data. You agree that SmartMatchApp has no liability whatsoever for removal of your data pursuant to these terms.
5. Intellectual Property
Except as otherwise expressly set forth to the contrary in a written agreement executed by both parties, neither this Agreement, nor the provision of Services hereunder, shall give either SmartMatchApp or You any ownership interest in or rights to the intellectual property rights of the other party, and all intellectual property rights that are owned by a party prior to the commencement of this Agreement or independently developed by a party shall remain the property of such party. SmartMatchApp reserves a right to share clients use cases on public social channels.
6. Limited Warranty
SmartMatchApp warrants solely that the Site will be as advertised for a period of thirty (30) days after the date on which You purchase the license for the Software. SmartMatchApp does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Your failure to follow operating instructions, or (iii) negligence of any party other than SmartMatchApp or anyone acting under SmartMatchApp's direction or accident.
7. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will SmartMatchApp be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement, or the services performed there under. SmartMatchApp's total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the sum of the fees you paid to SmartMatchApp for the services during that billing period giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy.
8. Indemnity
You agree to indemnify, hold harmless and defend SmartMatchApp from and against any and all claims, lawsuits and proceedings (collectively "Claims"), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from Your use or misuse of the Site or any revenue sharing agreements with SmartMatchApp.
9. Governing Law
This License will be governed by the laws of the Montreal, Canada, without regard to the conflict of laws principles thereof.
10. Entire Agreement
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties.
11. No Assignment
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without SmartMatchApp prior written consent.
12. Survival
Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the expiration or termination of this Agreement.
13. Severability
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.
The Parties hereto indicate their approval and acceptance of this Agreement by proceeding with the first license payment.