Smarp Terms of Service

This Terms of Service was last revised on August 22nd, 2016.

The Smarp online service (later referred to as Smarp or the Service), including a web site and in some cases other components, is owned and operated by Smarp Oy. (Later referred to as “Smarp”). Smarp is a platform that enables company employees, contractors, and agents (hereinafter, the “Users”) to publish and manage information about their company such as open positions, product launches, events, and so on. Via the Service, a company establishes a Smarp account hosted by Smarp. The account includes a web service/Instance where the Users may publish company related information and the Users may share it to their connected social media platforms.

By accessing the Service, you confirm to have read, understood, and agreed to be bound by these Terms of Service (“Terms”), whether you are a registered user, or whether your company has purchased a paid account with Smarp.
We reserve the right to amend these Terms at any time without prior notice. The amended Terms will be posted on this page and showing the date of the last revision. Your use of the Service after any such changes constitutes your acceptance of the new Terms.

You must be 18 or over to sign-up, register or use the Service. We ask that children under 18 do not use the Service or submit any information to us.

Definitions

“Admin” is (i) an individual who has an email address in his company’s first or second level domain, and has his company’s authorization to establish and maintain the Company Instance (ii) an individual who is designated by Customer or another Admin as an Admin
“Authorized User” means any User who has a valid email address in the company’s first or second level domain name who has successfully signed up to use the Service
“Company Instance” means the online Instance comprising of the Authorized Users of a Customer
“Corporate Agreement” means a separate agreement between Smarp and a Customer under which Customer purchases a paid account for a Corporate Instance.
“Customer” means a company that has purchased a paid account for the Service.
“Social Media Platform” means an Authorized User’s social media account (e.g. Facebook, Twitter, LinkedIn, Weibo) that is supported by Smarp and approved by an Authorized User as content distribution channels in connection with the Service.

Establishing a Company Instance

Any User with an email address in his company’s first or second level domain, who is the first person to claim his company’s domain via the Service, and who has his company’s authorization, may register and establish a Company Instance, and will automatically become its Admin. Any subsequent Users may join the Company Instance by signing up at http://login.smarpshare.com using his/her company email address including his/her company’s domain name. All Authorized Users may, subject to Admins’ review and approval and the Terms, post content to the Company Instance and publish it to his/her Social Media Platforms. From time to time, Authorized Users may be asked to confirm their account with the Company Instance via email.

Admins may appoint other Admins. Each Admin represents and warrants that he has the express consent of an authorized officer of his company to act as the representative for the company (with the rights and obligations set forth below) who will oversee and manage the Company Instance. Once a company becomes a Customer, it may appoint additional Admins or retain the current Admins. The Admins are responsible for overseeing the use of the Service by his Company Instance and monitoring the User Content (as defined below) posted to the Company Instance. Without limiting the foregoing, each Admin will:
(a) monitor the activities of Authorized Users on her Company Instance;
(b) ensure that only qualified users become Authorized Users and remove unqualified users, such as former employees;
(c) curate User Content for his or her Company Instance and approve User Content for display on his or her Company Instance and for publishing on Social Media Platforms of Authorized Users;
(d) select Social Media Platforms for her Company Instance; and
(e) remove User Content that violates these Terms.

In the event of any disputes or disagreements between members of a Company Instance, the Admin will have the final say.

If you are an Admin, you agree, and represent that you have the right to agree, to have the domain portion of your email address (“@yourcompany.com”) and/or the company or organization name represented by such domain portion of your email address, listed on the Smarp website. Companies owning the domain name who do not want to be included in such directory may send a written request to support@smarpshare.com to remove their company or organization nam. Certain Corporate Communities may have negotiated further modifications to what we will put into the website, and any agreement resulted from such negotiation will be set forth in the Corporate Agreement.

Use of The Service

Subject to these Terms, Smarp hereby grants you a non-exclusive, limited license to use the Service. Smarp reserves all rights not expressly granted herein. Unless Smarp has agreed otherwise under a Corporate Agreement, Smarp may terminate this license at any time for any or no reason.

(i) You shall not copy, distribute, or disclose any part of the Service in any medium
(ii) you shall not alter or modify any part of the Service other than reasonably necessary to use the Service for its intended purpose (iii) you shall otherwise comply with these Terms.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account. You must notify Smarp immediately of any breach of security or unauthorized use of your account. Although Smarp will not be liable for your losses caused by any unauthorized use of your account, you will be liable for the losses of Smarp or others due to such unauthorized use.

By providing Smarp your email address, you consent that Smarp uses the email address to send you Service-related notices, including any notices required by law, instead of postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. Smarp may also include personal authentication codes in links that are included in automated emails that grant access to your User account. These emails are not to be forwarded or shared in any manner as they may grant their recipient access to the User account. Certain Company Instances may have negotiated further modifications to the emails we may send you. You may opt out from receiving email digests from us; however, you will continue to receive broadcast emails via the Service as this is an integral feature of the Service.

You agree not to use any automated system, including but not limited to, “robots”, “crawlers”, “spiders” “offline readers” etc, which would access the Service in a manner that sends more request messages to the Smarp servers than a human can reasonably produce in the same period of time by using a conventional online web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.

Smarp may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Smarp’s sole determination, you violate any of these Terms, including the following prohibited actions (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service (ii) taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure (iii) uploading invalid data, viruses, worms or other software agents through the Service (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity (v) interfering with the proper working of the Service (vi) using the Service for spamming (vii) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with an email domain name not affiliated with a Company Instance, if not invited by an Admin of the Company Instance. Upon termination, you continue to be bound by these Terms.

Smarp may, at its sole discretion, limit the number of Authorized Users of a Company Instance, unless otherwise set forth in a Corporate Agreement. While we provide adequate data storage capability for normal uses, data storage on the Service is not unlimited. We may reject any piece of content uploaded on the Company Instance if it is too large. Excessive data uploaded on the Service for any Company Instance may require additional license fees.

User Content

You are solely responsible for the User Content that you upload, post, provide, publish, display, link to or otherwise make available via the Service. Please make sure that in curating and posting User Content about your company via the Service, you do not violate any of your company’s policies or any agreements between you and your company. In addition, if you are no longer an eligible member of a Company Instance (e.g. you cease to be employed), you will no longer have access to the Service, and therefore may not post or publish User Content and can no longer view any User Content on the Company Instance, even though your User Content may still be displayed on the Company Instance.

You agree not to post User Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal (ii) may create a risk of any other loss or damage to any person or property (iii) may constitute or contribute to a crime or tort (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable (v) contains any information or content that is illegal (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships or (vii) contains any information or content that you know is not correct and current. You agree, represent, and warrant that you have the right to post your User Content, and the User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.

You grant Smarp the perpetual, irrevocable, and sub-licensable right to copy, modify, distribute, display, and perform all of the User Content you upload or post to the Service in connection with the Service, including but not limited to making your User Content available to other Authorized Users for further redistribution by any and all means. Notwithstanding anything to the contrary, Smarp may use and distribute statistics based on the Authorized User’s usage of the Service for marketing and other purposes. You grant each member of the Company Instance in which you belong, the perpetual, irrevocable right to copy, modify, distribute, display, and perform all of the User Content in connection with their use of the Service. You represent and warrant that you have the right to grant the foregoing license.

You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Smarp is not responsible for policing the Company Instance or for monitoring any User Content. Smarp does not and will not have any obligation to review User Content, and therefore we do not guarantee the accuracy, integrity, or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Smarp is not responsible for any public display or misuse of your User Content. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL SMARP BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH A SITE BY YOU OR ANY OTHER USER.

Points and Rewards

You may be able to accumulate points through the use of the Service that may be redeemable for rewards by your company. Smarp only provides the reward system for your company to manage.

The effectiveness of points and reward offerings will expire as provided in specific terms and conditions related to a rewards program. You may not transfer or assign to any other person or permit anyone to make use of your accumulated points, reward offers, or other privileges without your company’s written permission. The number of points to which you may be eligible will be determined by your company in its sole discretion. Issuance of points and rewards will be calculated solely based on records maintained by your company. No other measurements or statistics of any kind will be accepted by Smarp or have any effect under these Terms. Termination of your access to the Company Instance will terminate any rights to, or eligibility for, any points or rewards.

Our Proprietary Rights

Except for User Content, the Service and its materials including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Smarp Materials“), and all intellectual property rights related thereto, are the exclusive property of Smarp and its licensors. Unless explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Service. Use of the Smarp Materials on the Service for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit feedback, comments, questions, and other information about the Service, including without limitation about how to improve the Service or our products. By submitting any such comments, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Smarp under any fiduciary or other obligation, that we are free to disclose your comments on a non-confidential basis to anyone or otherwise use them without any additional compensation to you. You acknowledge that by acceptance of your submission, Smarp does not waive any rights to use similar or related ideas previously known to Smarp, or developed by its employees, or obtained from sources other than you.

Compliance

When using the Service, you will comply with all applicable laws and regulations, and all terms of service and similar rules concerning your use of any Social Media Platform or other third party publishing platform.

Upon our request made to you from time to time, you will cooperate with us and allow us to audit your systems, communications, and records for purposes determining your compliance with these Terms.

Representations and Warranties

You represent and warrant that

(a) You will abide by and comply with these Terms

(b) Your User Content and Smarp’s use thereof as contemplated by these Terms and the Service will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights, and rights of publicity

(c) You have the full power and authority to enter into these Terms and to the extent that any entity is bound hereby, to bind such entity, these Terms, and performance of obligations under these Terms do not and will not violate any other agreement to which you or such entity is a party

(d) You will comply with all applicable laws and regulations including but not limited to those set forth in these Terms.

Third-Party Websites and Advertisers

SmarpShare may contain links to third-party websites, advertisers, or services that are not owned or controlled by Smarp. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party website from Smarp, you do so at your own risk, and you understand that these Terms do not apply to your use of such sites. Additionally, your dealings with or participation in promotions of advertisers found on Smarp, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Smarp will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

Indemnity

You agree to defend, indemnify, and hold harmless Smarp and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from (i) your use of and access to the Service (ii) your violation of any of these Terms, including without limitation, your breach of any of the representations and warranties above (iii) your violation of any third-party right, including without limitation any right of privacy, rights of publicity or any intellectual property rights (iv) your violation of any law, rule or regulation of Finland or any other country (v) any claim or damages that arise as a result of any of your User Content you submit or (vi) any other party’s access and use of the Service with your unique login information.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SMARP AND ITS LICENSORS DO NOT WARRANT THAT THE USER CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
SMARP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SMARP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SMARP, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SMARP BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT YOU HAVE PAID US IN THE PAST THREE (3) MONTHS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMARP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF USER CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SMARP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from its facilities in Finland. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.

General

The laws of Finland will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Finland for the purpose of litigating all such claims.
We may notify you via postings on our website, via email, or any other means to the contact address you provide us with. All notices given by you or required from you under these Terms will be in writing and addressed to:

Smarp Oy
Hiililaiturinkuja 2,
00180 Helsinki
Finland

You may not assign or transfer any rights and licenses granted hereunder.

These Terms, and any other additional terms incorporated by reference herein or that expressly incorporate these Terms, constitute the entire agreement between you and Smarp regarding the subject matter hereof. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Smarp’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Please Contact us at support@smarp.com with any questions regarding these Terms.

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