Terms of Use

SMARTSPIDER PROS INC./DBA SMARTSPIDER.NET (hereafter referred to as Smartspider) LIST TERMS OF USE

1. ACCEPTANCE OF TERMS

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.

2. MODIFICATIONS OF TERMS OF USE

Smartspider, in its sole discretion, can 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 such changes, and if you do not agree to the amended terms you agree to immediately stop using the Sites and Services and to provide Smartspider notice to remove you from any distribution lists or other communication list that are available to you through your use of 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, Smartspider grants authorized users a nonexclusive or transferable, non-sub licensable, terminable license to access and use the Sites and Services for your personal use. You agree to not access, reproduce, duplicate, copy sell, re-sell, modify, distribute, transmit, or otherwise exploit the Sites and Services or any of their content for any purposes except for your personal use and as described in this Terms of Use, without the express written consent of Smartspider. Smartspider 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. Smartspider shall not be liable to any user or other 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 of 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 Smartspider. By way of example, and not as a limitation, you agree not to:

a. intentionally or unintentionally violate these Terms of Use, other applicable agreement with Smartspider, and any applicable local, state, national, or international law, and any rules and regulations having the force of law;

b. 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 of publicity, contractual rights, fiduciary rights or intellectual property rights;

c. 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;

d. 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 purposes or any for any purpose unrelated to your personal purchasing decisions, without the express written consent of Smartspider which consent may be withheld by Smartspider in our sole discretion;

e. 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 that would interfere or attempt to interfere with the proper working of Sites and Services or any activities conducted on the Sites and Services.

f. 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 Smartspider or otherwise attempt to mislead others as to the identity of the sender or origin of a review or rating;

g. knowingly provide or submit false or misleading information;

h. use the Sites and Services if you are under the age of eighteen (18);

i. 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 to any server used by;

j. use the Sites and Services in any way that could interfere with the rights of Smartspider or the rights of other users of the Sites and Services;

k. 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 Smartspider 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;

l. transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancel bots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services;

m. 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

n. 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 Sites and Services or any network connected to the Sites and Services.

5. REGISTRATION INFORMATION

We may require that you create an account to use or access certain parts of the Sites and Services. We may require that you provide login information such as a username and password to access your use of the Sites and Service. You are responsible for maintaining the confidential information not generally available to others and are fully responsible for all activities that may or may not have occurred. Please contact us if you have questions about managing multiple accounts.

6. SUBMITTING CONTENT

As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

a. You grant to Smartspider a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sub licensable license distribute, publicly display, create derivative works from, incorporate such Content into other works; grant to Smartspider all rights, name and address in connection with your Content; sublicense through multiple tiers the Content, and acknowledge that submitted to the Sites and Services;

b. You grant to Smartspider all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction party;

c. Your name and report information may be made available to the public and to the Service Providers on which you report;

d. You represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you.

7. PUBLICATION AND DISTRIBUTION OF CONTENT

Smartspider cannot and does not guarantee the accuracy, integrity, quality of appropriateness of any Sites and Services. You acknowledge that Smartspider simply acts as a passive conduit and an in publication and distribution of user-generated. You understand that all posted on, transmitted sole responsible for Content or Service Provider Content made available through the Sites and Services, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree to the use of your own judgment, and bear all risks associated with, the use of any Content.

You further acknowledge that Smartspider has no obligation to screen, preview, monitor or approve any user-generated Content on the Sites and Services. However, Smartspider 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 Service, 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 Smartspider be liable in any way for any Content that contains any errors, omissions, defamatory statements or confidential or private information or for any loss or damage of any kind incurred because 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 Smartspider relating to Content, and release Smartspider from all liability for or relating to or relating to any Content. Smartspider 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 info@smartspider.net (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.

8. SERVICE PROVIDERS

Smartspider 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. You agree that should you use or rely on such Content, data, advertising, products, goods, or services through any third party or Service Provider, Smartspider 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 and any other terms, conditions, representations, or warranties associated with such Service Provider are between you and such Service Provider exclusively and do not involve Smartspider. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers.

Third parties and Service Providers may link or otherwise direct Internet users to our Sites and Services. Additionally, we may provide links to provider websites on wwwSmartSpider.net and Smartspider does not control or operate any such Service Provider, third party or Service Provider websites. While on these third party or Service Provider websites it is your responsibility to review policies for content and accuracy. You agree that Smartspider will not be responsible for content, advertising, products, goods or services provided on or through these outside websites or for your use or inability to use such websites. Smartspider 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 websites. You use these third party or Service Provider websites at your own risk.

9. TERMINATION OF ACCESS

Smartspider 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. Furthermore, you acknowledge that SmartSpider has the right to take action — technical, legal right or otherwise – to block, nullify or deny your ability to access the Sites and Services. You understand that Smartspider may exercise this right in its sole discretion and this right shall be in addition to and not in a substitution for any other rights and remedies available to Smartspider.

All provisions of these Terms of Use which by their nature should survive termination shall survive Sites and Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitation of liability.

10. TRADEMARKS AND COPYRIGHTS

SmartSpider, and other Sites and Services graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks or trade dress of SmartSpider LLC 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 protected by copyright law. Aside from user-submitted Content, all other materials and other information on the Sites and Services, including, but not limited to, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of Smartspider and/or its licensors and are protected by all United States and international copyright laws.

11. NOTICE AND PROCEDURE OF MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Smartspider respects the intellectual property of others. It is our policy to respond expeditiously to intellectual property infringement. We will promptly process and investigate notices of alleged infringement 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 that is 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 Smartspider of Copyright Infringement: To provide us with notice of an infringement, you must provide written communication to info@smartspider.net that sets forth the information. Please note that you may be liable for damages (including costs and attorney’s fees) if you materially misrepresent that any activity is infringing your copyright. We will need the following information from you:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a detailed description of where the material that you claim is infringing is located or found on the Sites and Services;

4. your address, telephone number, and email address;

5. 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

6. 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.

12. DELAYS AND ACCESSIBILITY

The Sites and Services may be subject to limitations, delays, failure, and other problems inherent to communications. Smartspider is not responsible for any delays, failures or other damage resulting from those limitations, delays, failure, and other problems inherent to communications.

13. USER FEEDBACK

Smartspider appreciates hearing from you, as well as our other users, and welcomes your comments. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, or comments regarding our services. In addition, no submissions will be subject to any obligations of confidential future use or disclosure of such submissions.

14. WARRANTIES AND DISCLAIMERS

You acknowledge the Smartspider 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 content on or in connection with the Sites and Services. You release Smartspider 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. Smartspider makes no representations concerning any content contained in or accessed through the Sites and Services, and Smartspider 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. Smartspider 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.

YOUR ACCESS AND USE THE SITES AND SERVICES ARE 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. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM: OMISSION OF SMARTSPIDER PROS, Inc; COMPUTER VIRUS OR OTHER SIMILAR ITEM; TELECOMMUNICATION 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’ SERVICES THAT AFFECT THE SITES AND SERVICES. IN NO EVENT WILL SMARTSPIDER OR ANY OF ITS MEMBERS.DIRECTORS, OFFICERS, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL SMARTSPIDER OR ANY OF ITS AFFILIATES, MEMBERS, AGENTS, EMPLOYEES, OR ASSIGNS BE HELD RESPONSIBLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES 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 SMARTSPIDER SITES AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

SMARTSPIDER SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH IN AND SMARTSPIDER LLC HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OF INFORMATION IN ANY WAY.

Smartspider has no control over and no duty to take any action regarding: other user’s behavior OR how you may interpret or use of Content. The Sites and Services may display links to other Internet sites or resources. You acknowledge and agree that Smartspider is not responsible for the availability of nor endorse and is not responsible or liable for any content, advertising, products or other material resources. You further acknowledge and agree that Smartspider shall not be responsible for liable loss caused or alleged to be caused by or in connection with use of or reliance on any such content through any such site or resource.

15. INDEMNITY

You agree to indemnify, defend and hold harmless Smartspider its members, its officers, managers, owners successors, assigns, service providers and suppliers from and against all losses, liabilities, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms of Use by you; (b) inaccurate or untruthful Content or other information provided by you. (c) any intentional or willful violation of any rights of another or harm you may have caused to another. Smartspider will have sole control of the defense of any such damage or claim.

16. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SMARTSPIDER, 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 SMARTSPIDER 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 OF OR INABILITY TO USE THE SITES AND SERVICES; (B) THE COST OF AND 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 SITES AND SERVICES; (E) STATEMENTS OF CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SITES AND SERVICES; (F) ANY OTHER MATTER RELATING TO THE SITES AND SERVICES; (G) ANY BREACH OF THESE TERMS OF USE BY SMARTSPIDER OR THE FAILURE OF SMARTSPIDER TO PROVIDE THE SERVICES UNDER THESE TERMS OF USE OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE RESPRESENTATIVES OR AGENTS. TO THE EXTENT SMARTSPIDER LLC, ITS OFFICERS, MEMBERS, EMPLOYEES FOR ANY DIRECT DAMAGES RELATED TO THESE TERMS OF USE OR THE USE OF THE SITE AND SERVICES DAMAGES SHALL NOT EXCEED $100 IN THE AGGREGATE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

17. BREACH OF TERMS OF USE AND LIQUIDATED DAMAGES

You understand that the content in each report or record on SmartSpider has significant value to Smartspider and that the damage caused to Smartspider for any violation of these Terms of Use pertaining to a report record will be difficult to 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 damages for the specified breaches of these Terms of Use:

a. If you post Content in violation of these Terms of Use, you agree to promptly pay Smartspider One Thousand ($1,000) f of Use. We may (but shall not be required to) to issue you a warning before assessing damages.

b. If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purposes 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.

c. 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.

d. Except as set forth in the foregoing subparagraphs (a) through (c) inclusive, you agree to pay the actual damages suffered by Smartspider and any 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.

18. NOTICE

By use of the Sites and Services, you consent to receive electronic communications from Smartspider and you agree that any such communications satisfy any legal requirements to make such communications in writing. You also agree that Smartspider 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 Smartspider will be provided by either sending: (i) an email, or (ii) letter, first class OR certified mail.

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 SmartSpider Pros Inc./DBA Smartspider.net. It supersedes any discussions or agreements, whether written or oral, between you and Smartspider regarding the 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 and that those third-party agreements do not interfere with your obligations to Smartspider under these Terms of Use.

19. GOVERNING LAW

These Terms of Use and the relationship between you and Smartspider will be governed by the laws of the State of Delaware, 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 and federal courts located in the state of Delaware  and waive any defense of lack of personal jurisdiction or improper venue or forum non- convenient to a claim brought, except that Smartspider may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of 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.

20. MISCELLANEOUS

If you breach any term of this Terms of Use or other agreement with Smartspider, Smartspider may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. Smartspider’s remedies are cumulative and not exclusive. Failure of Smartspider 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 hereafter. If any provision of these Terms of Use is found to be unenforceable or invalid, the 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 to be altered by you except with Smartspider’s 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 Smartspider as a result. You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of these Terms of Use.

21. CONTACTING US

If you have any comments or questions regarding these Terms, or wish to report any violation; contact us at info@smartsspider.net.