Terms of Service

SMARTER LICENSE INC. TERMS OF SERVICE

Last Updated: 01/24/2024

Welcome, and thank you for your interest in Smarter License, Inc. (“Smarter License,” “we,” or “us”) and our website at www.smarterlicense.com, along with our related websites and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Smarter License regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING SMARTER LICENSE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND Smarter License’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Smarter License AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms between you and Smarter License will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Smarter License ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. SmarterLicense Service Overview. Smarter License provides a full-service content licensing platform made for social media assets (the “Marketplace”). We enable creative, advertising, and marketing teams to safely leverage content across social media, while partnering with top rights holders and content creators to manage, monetize, and earn on existing social media posts.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 18 years old; (2) you have not previously been suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name and email address. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@smarterlicense.com.
General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
4.1 Price. Smarter License reserves the right to determine pricing for the Service. Smarter License will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Smarter License may change the fees for any feature of the Service, including additional fees or charges, if Smarter License gives you advance notice of changes before they apply. Smarter License, at its sole discretion, may make promotional offers with different features and different pricing to any of Smarter License’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Notwithstanding the foregoing, the initial price for the license to use any Asset (defined below) is determined by the Creator of such Asset and not Smarter License.
4.2 Authorization. You authorize Smarter License to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Smarter License, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Smarter License may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. This Section 4.2 applies to the purchase of a license for the use of any Asset.
4.3 Delinquent Accounts. Smarter License may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your account is delinquent, then Smarter License reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you. If you challenge any charge made to your account arising from your purchase of a license to an Asset from a Creator, then any license issued to you associated with such charge shall be deemed null and void ab initio and any use of such Asset may subject you to claims of copyright and other intellectual property infringement.

5. The Marketplace

5.1 Marketplace Overview. The Marketplace allows users (each a “Creator”) to upload social media content and other digital content (each an “Asset” and, collectively, “Assets”) that may be licensed for use by other users (each a “Purchaser”).
5.2 Profile. To utilize the Marketplace, you must create a profile on the Service (“Profile”). To create a Profile, you may be asked to provide us with some information, such as a Profile image, whether you are a content creator or a brand, whether you want your Profile to be public or private, and you will be required to connect Payment Details (defined in Section 5.3). You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate, complete, and up to date at all times. You are solely responsible for all activities that occur under your Profile.
5.3 Payment Details and Authorization. To purchase or sell Assets, you will need to provide certain payment details (“Payment Details”) to our third-party payment processors (e.g., Stripe, Inc.), such as a valid bank account or PayPal account. All information that you upload to the Service is governed by Smarter License’s Privacy Policy. You agree that all Payment Details you provide are accurate, complete, and not misleading, and that you will keep them accurate, and up to date at all times. You may also be required to undergo a “know-your-customer” (“KYC”) and anti-money laundering (“AML”) process pursuant to applicable law. These processes are performed by third-party service providers, and you may be subject to such third parties’ terms and conditions and privacy policies. Smarter License has no control over and bears no responsibility to you regarding any KYC or AML process. You authorize Smarter License and its third-party payment processors to charge all sums for Assets that you purchase a license for, including all applicable taxes, to the Payment Details that you provide. Smarter License will not be responsible for any delay or failure of a transaction on account of errors, lack of processing capacity or other failure of its third-party payment processors, or for any disclosures by such third parties of any information about you.
5.4 Uploading Assets. Before listing an Asset on the Marketplace, you must first upload such Asset to the Marketplace under your Profile. We do not review or approve Assets that you upload although we reserve the right to do so as specified in Section 9.7. You acknowledge and agree that you are solely responsible if your uploaded Assets violate these Terms or the rights of any third party. Once you’ve uploaded an Asset, you can set the price and licensing terms for such Asset, which will be displayed on the Marketplace. Smarter License reserves the right to remove Assets at any time in its sole discretion without any liability to you. You are prohibited from uploading Assets consisting of content created by artificial intelligence.
5.5 Licensing Assets to or from Other Users. The Marketplace helps effectuate the transaction for the purchase of a license for Assets between Creators and Purchasers by generating template license agreements, which can be executed electronically via the Service, and that set forth the terms and conditions of such transaction (each a “Content License Agreement”). Creators may input certain terms of the Content License Agreement, such as the price of the Asset, the scope of the license granted therein, the duration of the agreement, and the restrictions on Purchaser’s use of the Assets. If you repeatedly breach a Content License Agreement, Smarter License may terminate your account on the Service without any liability to you. By purchasing a license to an Asset, a Purchaser is not acquiring ownership to that Asset and the Purchaser’s right to use an Asset will be solely as set forth in the Content License Agreement entered into between the Purchaser and the Creator of the Asset.
(a) By entering into a Content License Agreement through the Marketplace, you represent and warrant to Smarter License that: (i) you are authorized to enter into such Content License Agreement with the counter party to such Content License Agreement; (ii) entering into such Content License Agreement will not breach or violate any other agreement to which you are a party; (iii) entering into such Content License Agreement will not cause Smarter License to violate the rights of or make any payments to any third party; (iv) you have not breached any of the representations, warranties, or covenants in these Terms upon entering into such Content License Agreement; (v) you will comply with the terms of such Content License Agreement for the term thereof; and (vi) you will indemnify, defend, and hold Smarter License harmless from and against any and all claims against Smarter License arising from any Content License Agreement you enter into, either as a Creator or Purchaser.
5.6 Content License Agreement Disclaimer.You hereby acknowledge and agree that:
(a) Smarter License is not a party to any Content License Agreement and disclaims all liability arising from or in connection with any Content License Agreement;
(b) each Content License Agreement is provided solely as a matter of convenience by Smarter License, and provision thereof neither creates an attorney-client relationship between Smarter License, on one hand, and Creator or Purchaser, on the other hand, nor shall be deemed the provision of legal advice by Smarter License to either Creator or Purchaser;
(c) as a party to the Content License Agreement, you are free to request modifications to the sample Content License Agreement from the other party to the Content License Agreement, and such modifications should be noted in Section 1.8 (Additional Terms).
(d) the provision of a Content License Agreement shall not be deemed the provision of legal advice by Smarter License to either Creator or Purchaser; and
(e) if you are a party to any dispute under any Content License Agreement, you will not seek damages from Smarter License in connection with such dispute.
5.7 Fees. Smarter License collects a percentage of the fees paid by a Purchaser for the benefit of the Creator under each Content License Agreement (the “Marketplace Fee”). You hereby acknowledge and consent to Smarter License’s collection of applicable Marketplace Fees. Smarter License reserves the right to set all prices for Marketplace Fees. Before you pay any Marketplace Fee, you will have an opportunity to review and accept the Marketplace Fee that you will be charged. All Marketplace Fees are in U.S. Dollars and are non-refundable. You are solely responsible for all Marketplace Fees applicable to you, and all applicable taxes, associated with buying or selling Assets on the Service, and your Payment Details will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
5.8 Generating Offer Links. If you see content on a third-party platform (e.g., Instagram) that is not available on the Marketplace, the Service may allow you to generate an offer for such content, which can be sent as a clickable link to the owner of such content on the third-party platform, and which will direct the content owner to your offer on the Service (an “Offer Link”). In order to generate an Offer Link, you will be required to include certain offer details, such as the offer price and the type of license you would like to acquire (e.g., a Base License, Standard License, or Premium License). Smarter License collects a percentage of every successful transaction effectuated via an Offer Link, and such percentage will be displayed to you upon generating the Offer Link.

6. Licenses

6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Smarter License grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
6.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
6.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Smarter License an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
7. Ownership; Proprietary Rights. The Service is owned and operated by Smarter License. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Smarter License (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Smarter License or its third-party licensors, subject to the rights of any third parties in such Materials. Except as expressly authorized by Smarter License, you may not make use of the Materials. There are no implied licenses in these Terms and Smarter License reserves all rights to the Materials not granted expressly in these Terms.

8. Third-Party Terms

8.1 Third-Party Services and Linked Websites. Smarter License may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Instagram or TikTok, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize Smarter License to transfer that information to the applicable third-party service. Third-party services are not under Smarter License’s control, and, to the fullest extent permitted by law, Smarter License is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Smarter License’s control, and Smarter License is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Smarter License will have no control over the information that has been shared.
8.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

9. User Content

9.1 User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). “User Content” includes Assets that you upload to the Marketplace. You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms or under a Content License Agreement.
9.2 Limited License Grant to SmarterLicense. By Posting User Content to or via the Service, you grant Smarter License a worldwide, non-exclusive, revocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to: (a) reproduce and distribute such User Content on or to servers owned or controlled by or on behalf of Smarter License; (b) publicly display and publicly perform such User Content on and through the Service using any means or method now known or hereafter created, including by means of a digital audio transmission and on a through-to-the-audience basis; (c) distribute such User Content to (i) other users of the Service on an on-demand basis (to the extent an on-demand transmission results in a distribution) for purposes of allowing them to evaluate your User Content prior to purchasing a license to such User Content and (ii) to Purchasers pursuant to a Content License Agreement, in each instance of (i) and (ii) of this clause (c) using any means or method now known or hereafter created; and (d) create derivative works of such User Content solely for purposes of advertising, marketing, and promoting the availability of the Service and content, including your User Content, on and through the Service, and publicly display, either directly or through third parties, such derivative works in any and all media now known or hereafter created. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Smarter License’s exercise of the license set forth in this Section.
9.3 Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, LinkedIn, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.
9.4 Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to Smarter License as well as the rights granted pursuant to any Content License Agreement. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms as well as any rights granted pursuant to a Content License Agreement or have that music publisher or PRO enter into these Terms with Smarter License and a separate license with a Purchaser of a license to an Asset. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Smarter License the licenses in these Terms or the Purchaser of a license to an Asset a direct right of public performance. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label.
9.5 You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content to the Service or make it available for license pursuant to a Content License Agreement if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Smarter License disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, including for licensing pursuant to a Content License Agreement, you affirm, represent, and warrant to us that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Smarter License to use and distribute your User Content to exercise the licenses granted by you in this Section, in the manner contemplated by Smarter License, the Service, and these Terms, and to make such User Content available for licensing pursuant to a Content License Agreement;
(b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms and pursuant to any Content License Agreement entered into by you via the Marketplace, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Smarter License or a Purchaser of a license to your User Content to violate any law or regulation or require us or a Purchaser of a license to your User Content to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
9.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Smarter License may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Smarter License with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Smarter License does not permit infringing activities on the Service.
9.7 Monitoring Content. Smarter License does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Smarter License reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Smarter License chooses to monitor content, including User Content, then Smarter License still assumes no responsibility or liability for such content, including User Content, or any loss or damage incurred as a result of the use of such content, including User Content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Smarter License may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.
10. Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. We will also communicate with you via email with respect to any Content License Agreement you enter into as a Creator or Purchaser. You agree that, if any email sent to an email address you have registered with Smarter License is rejected as undeliverable, then all notice obligations that Smarter License may have to you are hereby void. You are solely responsible for ensuring that your email address remains current during the term of any Content License Agreement that you have entered into with any third party, either as a Creator or Purchaser. This is imperative as Smarter License may need to communicate with you about any Content License Agreement to which you are a party.

Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

12. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
12.1 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
12.2 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
12.3 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Smarter License;
12.4 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
12.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
12.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
12.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
12.8 attempt to do any of the acts described in this Section 11 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 11 (Prohibited Conduct).

Intellectual Property Rights Protection

13.1 Respect of Third Party Rights. Smarter License respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
13.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Smarter License, Inc.
Attn: Legal Department (IP Notification)
8309 Laurel Canyon Blvd #403
Sun Valley, CA 91352Email: liz@smarterlicense.com

13.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Smarter License with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Smarter License making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
13.4 Repeat Infringers. Smarter License’s policy is to: (a) remove or disable access to material that Smarter License believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Smarter License will terminate the accounts of users that are determined by Smarter License to be repeat infringers. Smarter License reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
13.5 Counter Notification. If you receive a notification from Smarter License that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Smarter License with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Smarter License’s Designated Agent through one of the methods identified in Section 12.2 (DMCA Notification), and include substantially the following information:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Smarter License may be found, and that you will accept service of process from the person who provided notification under Section 12.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
13.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Smarter License in response to a Notification of Claimed Infringement, then Smarter License will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Smarter License will replace the removed User Content or cease disabling access to it in 10 business days, and Smarter License will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Smarter License’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Smarter License’s system or network.
13.7 False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Smarter License] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Smarter License reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
14. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

Term, Termination, and Modification of the Service

Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2 (Termination).
Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, SmarterLicense may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by clicking “delete your account” from your account page, or by contacting customer service at support@smarterlicense.com.
Effect of Termination. Upon termination of these Terms: (a) your license rights to the Service will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay SmarterLicense any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3 (Feedback), 7 (Ownership; Proprietary Rights), 9.2 (Limited License Grant to SmarterLicense), 14.3 (Effect of Termination), 15 (Indemnity), 16 (Disclaimers; No Warranties by SmarterLicense), 17 (Limitation of Liability), 18 (Dispute Resolution and Arbitration), and 19 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
Modification of the Service. SmarterLicense reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. SmarterLicense will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify SmarterLicense, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “SmarterLicense Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Disclaimers; No Warranties by SmarterLicense

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SMARTERLICENCE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SMARTERLICENCE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SMARTERLICENCE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SMARTERLICENCE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SMARTERLICENCE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 (DISCLAIMERS; NO WARRANTIES BY SMARTERLICENCE) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SmarterLicense does not disclaim any warranty or other right that SmarterLicense is prohibited from disclaiming under applicable law.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SMARTERLICENCE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SMARTERLICENCE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 18.5 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SMARTERLICENCE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO SMARTERLICENCE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Dispute Resolution and Arbitration

Generally. Except as described in Section 18.2 (Exceptions) and 18.3 (Opt-Out), you and SmarterLicense agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SMARTERLICENSE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Smarter License, Inc., Attention: Legal Department – Arbitration Opt-Out, 8309 Laurel Canyon Blvd #403 Sun Valley, CA 91352, that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once SmarterLicense receives your Opt-Out Notice, this Section 18 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting SmarterLicense.
Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). SmarterLicense’s address for Notice is: Smarter License, Inc., 8309 Laurel Canyon Blvd #403 Sun Valley, CA 91352. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or SmarterLicense may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, SmarterLicense will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or SmarterLicense must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Relief. Except as provided in Section 18.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by SmarterLicense before an arbitrator was selected, SmarterLicense will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (i) for judicial review expressly permitted by law or (ii) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions. YOU AND SMARTERLICENSE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SmarterLicense agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If SmarterLicense makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to SmarterLicense’s address for Notice of Arbitration, in which case your account with SmarterLicense will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability. If Section 18.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if SmarterLicense receives an Opt-Out Notice from you, then the entirety of this Section 18 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 (Governing Law) will govern any action arising out of or related to these Terms.

Miscellaneous

General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and SmarterLicense regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Governing Law.These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and SmarterLicense submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
Privacy Policy.Please read the SmarterLicense Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The SmarterLicense Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
Additional Terms.Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Consent to Electronic Communications.By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Contact Information.The Service is offered by Smarter License, Inc., located at 8309 Laurel Canyon Blvd #403 Sun Valley, CA 91352. You may contact us by sending correspondence to that address or by emailing us at support@smarterlicense.com.
Notice to California Residents.If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
No Support.We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
International Use.The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service is prohibited from countries or territories or by individuals where (a) such access is illegal, or (b) where such countries, territories, or individuals are subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.