Smart Alto

Terms & Conditions

Terms of Service Agreement

LAST UPDATED: May 26, 2017

The website www.smartalto.com.com (the "Site”), the SmartAlto desktop and mobile applications (the “Applications”) and the real estate-related services and the various other related features, functions, software, applications, websites and networks (collectively, the “Services”) are provided and operated, and are being made available to your organization (the “Organization”) and you and the other users of the Site, the Applications and the Services (collectively, “Users”) by SmartAlto (“SmartAlto”). All defined terms used herein shall have the meanings prescribed to in these Terms of Use (the “Agreement”)

 
BY CLICKING “I AGREE”, BY DOWNLOADING, USING (THROUGH SMS, MMS OR OTHERWISE), CONFIGURING OR ACCESSING THE SITE, THE APPLICATIONS OR THE
SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THIS AGREEMENT AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU, THE ORGANIZATION AND EACH USER SHALL BE BOUND BY THIS AGREEMENT OF SERVICE AND SMARTALTO’S PRIVACY POLICY (HTTP:// WWW.SMARTALTO.COM/PRIVACY/) (THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE PRIVACY POLICY, PLEASE DO NOT USE THE SITE, THE APPLICATIONS OR THE SERVICES.

 
This Agreement, as modified or amended as set forth herein, will continue until terminated by either party.

 

Use of Services

 
To access and use the Site, the Applications and the Services, you must be at least 18 years of age. You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Services, the Applications or the Site for any unlawful or abusive purpose or in any way which interferes with our ability to provide the Services, the Applications and/or the Site to the Users, or damages our property. You agree that your use of the Services, the Applications and the Site is subject to all applicable local, state, national and international laws, rules and regulations.

 

You also agree not:

to host, submit content to or use the Site, the Applications or the Services without the consent of a parent, guardian or educational supervisor if you are under the age of 13 (a "Minor");

to use any robot, spider, scraper or other automatic device, process or means to access the Site, the Applications or the Services for any purpose without SmartAlto’s express written permission;

to use the Site, the Applications or the Services for any commercial purposes that are expressly permitted by this Agreement;

to take any action that imposes or may impose (in SmartAlto’s sole discretion) an unreasonable or disproportionately large load on our infrastructure;

to upload or transmit viruses or other harmful, disruptive or destructive files;

to submit any property information that is false or misleading;

to disrupt, interfere with, or otherwise harm or violate the security of the Services, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Services;

to decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Site, the Applications or the Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);

to make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users of the Site, the Applications or the Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and
petitions for signatures); and

to use the Site, the Applications or the Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment.

Privacy

Your privacy is important to SmartAlto. Our goal is to make the Site, the Applications and the Services as good, useful and rewarding for you as possible. In order to do that, SmartAlto may collect and process information from you when you use the Site, the Applications and the Services. SmartAlto will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By accessing and using the Site, the Applications and the Services, you agree that SmartAlto may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your access to or use of the Site, the Applications and the Services, and in some cases information that is provided to the Site, the Applications
and the Services by other parties.

 
Additional Policies

When using the Site, the Applications and the Services, you may be subject to additional posted policies, guidelines or rules applicable to the Site, the Applications and Services and features which may be posted from time to time (the “Policies”). All such Policies are hereby incorporated by reference into this Agreement.

 
License Grant

 
Subject to your compliance with all the terms and conditions set out in this Agreement, SmartAlto hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license during the term of your agreement with SmartAlto to (a) to install and use the Applications on your computers and mobile and other devices and (b) to access and use the Site and the Services as contemplated herein.

 

Any software that SmartAlto provides you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

 

How the Services Work


SmartAlto is a service for real estate agents, brokerage, and property management firms through SMS, MMS and email. When a prospective buyer, seller, renter, etc. reaches out to a real estate professional on a website, third party platform, via a physical sign, or direct to their phone, SmartAlto concierges respond to that prospect within 5 minutes, 24/7. Our users also have access to short codes where their leads can reach them directly.  Leads flow through the SmartAlto system via direct text or from forwarding lead emails to the SmartAlto platform. Our
concierges ask the agents questions on their behalf either via SMS or email. SmartAlto
concierges then pass that lead along to the appropriate agent who continues the conversation with that prospect. Follow up functionality is likewise provided whereby our clients can schedule text-messages/emails to their leads to be sent out in the future. SmartAlto’s clients are property management firms, brokerage firms, and individual agents.

Your Account

In order to obtain access to certain Services, you may need to register by creating an account with SmartAlto. If you choose to create an account, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes.

When you register, you will be asked to provide your email address and create a password (a
“Password”). Access to the Services is not authorized by any other person or entity using your email address and Password and you are responsible for preventing such unauthorized use. Individuals and entities whose privilege to access the Site or use the Services has previously been terminated by SmartAlto may not register for an account, nor may you designate any of those individuals to use your account on your behalf. You are solely responsible for any and all
access to the Services by persons using your email address and Password. Please notify us immediately if you become aware that your email address and Password are being used without authorization. Although it is SmartAlto's intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

You may cancel or terminate your Password, account and/or use of any Services, with or without cause at any time, by providing written notice to SmartAlto via email at contact@smartalto.com. SmartAlto reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Site, the Applications or any of the Services. SmartAlto also reserves the right, in its sole and absolute
discretion, at any time and with or without prior notice to you, to suspend, cancel, transfer, or terminate your Password, account, and/or use of any Services for any reason whatsoever.

 

Prevention of Unauthorized Use

 

SmartAlto reserves the right to exercise, in its sole and absolute discretion, whatever lawful means it deems necessary to prevent unauthorized use of the Site, the Applications or the Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

 

Service Plans and Fees.



SmartAlto offers various service plans with different features and subscription terms for the Services (the “Service Plans”).

 
Subject to any free trial period, you may elect to access and use the Services for yourself and other Users, by selecting one of the Service Plans. You may also cancel or upgrade or downgrade the Services Plan. By selecting one of the Service Plans, you agree on behalf of yourself and your Organization to the terms and conditions associated with such Service Plan,
including the applicable pricing and the subscription term of such Service Plan.

All fees (the “Fees”) associated with the Service Plans shall be automatically charged to a credit card and paid in U.S. dollars. SmartAlto reserves the right to increase any such Fees at any time upon reasonable notice posted in advance in accordance with the Section “Modifications” below. Any such increase shall apply after the then current subscription term ends.

 

When you sign-up for any Service Plan, you will provide a credit card number and agree that SmartAlto may bill your credit card for the Fees, renewals and any related taxes. In making payments, you acknowledge that you are not relying on future availability of any Service Plans beyond the current subscription term or any upgrades or feature enhancements. If you
change your Service Plan, SmartAlto will charge for the difference between your
current Service Plan and your new Service Plan.

You agree to pay all Fees in accordance with the applicable terms and conditions. Payments or payment processing for the Fees may be handled by SmartAlto or unaffiliated third parties (e,g., companies that provide credit card processing services) (“Third Party Processors”).


In addition, to the extent that any sales, use or other similar taxes are payable by SmartAlto or Third Party Processor in connection with the Service Plan selected by you, you agree to pay to SmartAlto or such Third Party Processor the amount of such taxes in addition to any other amounts owing for such Service Plan.

The subscription term of all Service Plans will automatically renew for periods equal to the initial subscription term (and charged at the then-current rates) unless the subscription is cancelled or a different Service Plan with a different subscription term is selected. If the
subscription is terminated, it will terminate at the end of the then-current
month, but there will not be any credits or refunds for amounts accrued or paid
prior to such termination unless required by law.

SmartAlto may change, modify, or eliminate any Service Plan at any time, with or without notice. You agree that SmartAlto will bear no liability to you or any third party if SmartAlto does so.

 
ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS SPECIFICALLY PROVIDED OTHERWISE IN THE APPLICABLE TERMS AND CONDITIONS UNLESS REQUIRED BY LAW.
 

Modification

SmartAlto reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time by posting the amended terms to the Site, the Applications or the Services. If SmartAlto updates this Agreement, it will update the “last updated” date at the top of this Agreement. Please check this Agreement, including any Policies, periodically for changes. Your continued use of the Site, the Applications or the Services after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to this Agreement materially modifies your rights or obligations (including applicable fees), SmartAlto will make reasonable efforts to notify you of such change. SmartAlto may provide
notice through a pop-up or banner within the Site or Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed terms materially modify your rights or obligations, SmartAlto may require you to provide consent by accepting the changed terms. If SmartAlto requires your acceptance of the changed terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by SmartAlto, such amended terms or fees
will automatically be effective, replacing the previously-effective Terms or
fees, thirty (30) days after they are initially posted on the Site, the Applications or the Services. IF AT ANY TIME YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE, THE APPLICATIONS
AND THE SERVICES.

To the extent that any modifications to this Agreement or Policies are not allowed under applicable laws, the prior most recent version of this Agreement or Policies shall continue to apply.

Digital Millennium Copyright Act.

It is SmartAlto’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to SmartAlto’s DMCA Notification Guidelines at http://www.SmartAlto.com/DMCA/. If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3).
SmartAlto reserves the right to terminate without notice any User’s access to the Services if that User is determined by SmartAlto to be a “repeat infringer.” In addition, SmartAlto accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.


Third Party Sites.

The Site, the Applications and the Services may include links or references to other web sites or services (“Third Party Sites”) solely as a convenience to Users. SmartAlto does not endorse any such Third Party Sites or the information, materials, products, or services contained on or
accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, the Applications or the Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.

 
Mobile and Data Charges.

 
You are responsible for any mobile and data charges that you may incur for using the Site, the Applications and the Services, including text-messaging. If you’re unsure what those charges may be, you should ask your service provider before using the Services.

Carriers are not liable for delayed or undelivered messages.

Short Code OPT-IN

Messages to a consumer’s mobile device will only be delivered after the user has opted in to receiving them. A user might indicate interest in a program by either entering a phone number online, sending an MO message containing an advertising keyword, or opting in over the phone during a text conversation. Recurring-messages short code programs will send a single
opt-in confirmation message immediately after the customer opts into the
program and will display information verifying the customer’s enrollment in the
identified program. Message and data rates may apply for each message received as a result of opting in to any of the short code programs. Carriers
are not liable for delayed or undelivered messages. Please also see the “Short Code OPT-OUT” and “Short Code CUSTOMER CARE” sections below for information on opting out of short code programs or on receiving customer care
support.

Short Code OPT-IN Types:

·      
One Time Subscriptions – the user is only contacted once on information requests; no future messages will be sent to user thereafter. The following are available:

1.    
Property Information Request

Message Type: SMS

Content Type: Informational Alerts

Subscription Type: OneTime

Call to Action: Text ["property address"] to "29178" for more info. Msg&data rates may apply. Go to www.smartalto.com/terms for terms of service and more info.

OPT-IN Message: “Realtor Agency: Go to www.smartalto.com/prop-addr
for more info on this property.”

 
2.    
Property Information Request

Message Type: MMS

Content Type: Property pictures

Subscription Type: OneTime

Call to Action: Text ["property address"] to "29178" for more info. Msg&data rates may apply. Go to www.smartalto.com/terms for terms of service and more info.

OPT-IN Message: “Realtor Agency: Go to www.smartalto.com/prop-addr for more info on this property.”

 

3.    
Realtor Information Request

Message Type: SMS

Content Type: Informational Alerts

Subscription Type: OneTime

Call to Action: Text "Realtor Name" to "29178" for more info. Msg&data rates may apply. Go to
www.smartalto.com/terms for terms of service and more info.

OPT-IN Message: “Realtor Agency: Go to
www.smartalto.com/realtor-name for more info about this realtor agent.”

·      
Recurring Subscription – User may receive recurring messages based on the information requested and the program subscribed to. No more than 5 text messages will be sent to the user per month per subscription.

1.    
Property Information Request

Message Type: SMS

Content Type: Informational Alerts

Subscription Type: Subscription

Call to Action: Text ["property address"] to "29178" for more info. Msg&data rates may apply. Go to www.smartalto.com/terms for terms of service and more info.

OPT-IN Message: "Reply YES to receive a text message
with more details if the property ‘property address’ has a price change or an
open house". No more than 5 messages will be sent per month.

 

2.    
Property Information Request

Message Type: MMS

Content Type: Property pictures

Subscription Type: Subscription

Call to Action: Text ["property address"] to "29178" for more info. Msg&data rates may apply. Go to www.smartalto.com/terms for terms of service and more info.

OPT-IN Message: "Reply YES to receive a text message with more details if the property ‘property address’ has a price change or an open house". No more than 5 messages will be sent per month.

 
3.    
Realtor Information Request

Message Type: SMS

Content Type: Informational Alerts

Subscription Type: Subscription

Call to Action: Text "Buy with [Realtor Name]" to "29178" for more info. Msg&data rates may apply. Go to www.smartalto.com/terms for terms of service and more info.

OPT-IN Message: "Reply YES to receive a text alerts
when new properties that match your search criteria come on the market".
No more than 31 messages will be sent per month.

 

Short Code OPT-OUT

SmartAlto’s short code programs will acknowledge and respect
a customers’ requests to opt out of programs. by sending an opt-out message STOP,
END, CANCEL, UNSUBSCRIBE, and QUIT to 29178, if the user is subscribed, will
opt the user out of the program. Subsequent text, punctuation, capitalization,
or some combination thereof will not interfere with opt-out keyword functionality. We will deliver one final message to confirm a user has optedout successfully, but no additional messages will be sent after the user indicates a desire to cancel a short code program.

Short Code CUSTOMER
CARE / Help

You can reach us via email at contact@smartalto.com or by calling us
toll free at (844)476-2586. You may also request help by texting the keyword
“HELP” to 29178. Our short code programs will respond to customer care
requests, regardless of whether the requestor is subscribed to the program or
not.

 

NO WARRANTIES

 

THE MATERIALS AND CONTENT CONTAINED IN THE SITE, THE APPLICATIONS AND THE SERVICES ARE PROVIDED “AS IS.” SMARTALTO, THROUGH AND TOGETHER WITH ITS DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND AFFILIATED ENTITIES (COLLECTIVELY, THE “COMPANY AFFILIATES” AND EACH, A “COMPANY AFFILIATE”) MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT OR SERVICES WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. THE COMPANY AFFILIATES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE, THE APPLICATIONS, THE SERVICES, OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY
OF THE FOREGOING WILL BE CORRECTED. THE COMPANY AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE APPLICATIONS, THE SERVICES OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.


DISCLAIMER AND LIMITATION OF LIABILITY


YOU UNDERSTAND AND AGREE THAT SMARTALTO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CURRENT TENANTS AND/OR FUTURE RENTERS AND/OR LANDLORDS, NOR IS SMARTALTO A REAL ESTATE BROKER, AGENT OR INSURER. SMARTALTO HAS NO CONTROL OVER THE CONDUCT OF ANY OF THE FOREGOING PERSONS OR OTHER USERS OF THE SERVICES OR THE CONDITION, LEGAILITY OR SUITABILITY OF ANY PROPERTIES,
AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ANY COMPANY AFFILIATE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION REGARDLESS OF WHETHER ANY COMPANY AFFILIATE HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE PROVISION OF SERVICES BY SMARTALTO. IN NO EVENT WILL SMARTALTO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR YOUR USE OF THE SITE, THE APPLICATIONS OR THE SERVICES OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU (OR ON YOUR BEHALF), IF ANY, TO SMARTALTO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR TEN DOLLARS, WHICHEVER IS GREATER. YOU AND SMARTALTO AGREE THAT THIS SECTION,
“DISCLAIMER AND LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK
BETWEEN YOU AND SMARTALTO. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, SMARTALTO WOULD NOT PROVIDE THE SITE, THE APPLICATIONS OR SERVICES TO YOU. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

 

INDEMNITY

 

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AFFILIATES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, EXPENSES
OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, THE APPLICATIONS OR THE SITE, OR (B) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE (TO THE EXTENT PERMISSABLE) ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING INDEMNIFICATION OBLIGATIONS.

 
NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF ANY THE COMPANY AFFILIATES.

 Release for Disputes between Users

If you have a dispute with any other Users or other third parties, you release SmartAlto and the other Company Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which
says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

 

Ownership of the Site and its Content

 
The Site, the Applications and all information, materials and content available on the Site or the Applications, including without limitation any trademarks, logos, service marks, trade dress, text, and graphics (collectively, "SmartAlto Content"), is the property of SmartAlto
and/or certain third-parties. Nothing contained on the Site or the Applications should be construed as granting, by implication or otherwise, any license or right to use any of the SmartAlto Content without the written permission of the party that owns the SmartAlto Content, whether it be SmartAlto or a third party.

 

Links to Other Sites and Materials.

 

The sites or services linked to the Site or the Applications (the “Third Party Sites”), if any, are not necessarily under the control of SmartAlto and SmartAlto is not responsible for the content of any SUCH Third Party Site. Any links included in the Site have been selected by SmartAlto for your convenience. The selection or omission of links is not intended to endorse any
particular companies or products. If you decide to access any of the third party sites linked to the Site or the Applications, you do so entirely at your own risk.

 

User Content Disclaimer

 

You understand that when using the Site, the Applications or the Services you may be exposed to pictures, audio and video recordings, text,data, information and other input or any other content linked, posted, and/or submitted by you or other Users, in each case whether or not made available to other Users (“User Content”) from a variety of sources, and that SmartAlto is not responsible for the accuracy, usefulness, or intellectual property rights
of or relating to any such User Content. You further understand and acknowledge that you may be exposed to User Content and other materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SmartAlto with respect thereto. SmartAlto does not endorse any User Content and other material or any opinion, recommendation or advice expressed therein, and SmartAlto expressly disclaims any and all liability in connection
with User Content and other materials. If notified by a User or a content owner of any User Content or other content or materials that allegedly do not conform to this Agreement, SmartAlto may investigate the allegation and determine in its sole discretion whether to remove the User Content or other content ormaterials, which it reserves the right to do at any time and without notice. For clarity, SmartAlto does not permit copyright infringing activities on the Site, the Applications or the Services.

 

Dispute Resolution

 

If a dispute arises between you and SmartAlto, the goal is to provide you with a neutral and cost effective methods of resolving the dispute quickly. Accordingly, you and SmartAlto agree that any dispute, claim or controversy at law or equity that arises out of this Agreement, the Site, the Applications or the Services (a “Claim”) will be resolved in accordance with this Section “Dispute Resolution” or as SmartAlto and you otherwise agree in writing. Before resorting to these dispute methods, SmartAlto strongly encourages you to first contact SmartAlto directly to seek a resolution.

 

Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding that body of law applicable to conflicts of law. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APPLICATIONS OR THE SERVICES.

 

ARBITRATION AND CLASS ACTION WAIVER.

 

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

 

Arbitration. YOU AGREE THAT ALL CLAIMS BETWEEN YOU AND SMARTALTO
(WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APPLICATIONS OR THE SERVICES, INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND SMARTALTO HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SMARTALTOWOULD HAVE IN
COURT MAY NOT BE AVAILABLE IN ARBITRATION. You may bring claims only on your
own behalf.

 

Neither you nor SmartAlto will participate in a class action
or class-wide arbitration for any claims covered by this agreement to
arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS
REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SMARTALTO INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if SmartAlto is a party to the proceeding.

 

This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either SmartAlto or you can elect to have the arbitration administered instead
by the Judicial Arbitration and Mediation Services. Judgment on the award
rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitratorwill not have authority to award damages, remedies or awards that conflict with this Agreement.

 

Judicial Forum for Disputes. In the event that the agreement to arbitrate under this Section is found not to apply to you or your claim, you and SmartAlto agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or
state courts of New York County, NY. Both you and SmartAlto irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, SmartAlto may bring a claim for equitable relief in any court with proper jurisdiction.

 

This arbitration agreement will survive the termination of your use of the Site, the Applications or the Services or your relationship with SmartAlto.

 

Improperly Filed Claims. All claims you bring against SmartAlto must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, SmartAlto may recover attorneys’ fees and costs up to $15,000, provided that SmartAlto has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

 

Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to this Agreement, the Privacy Policy, the Site, the Applications or the Services, the prevailing party in the suit, action or proceeding shall be
entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.

 

Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRIVACY POLICY, THE SITE, THE APPLICATIONS, THE SERVICES, ANY CONTENT OR YOUR RELATIONSHIP WITH SMARTALTO MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE
CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS
PERMANENTLY BARRED.

 

Notice

 

SmartAlto may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Site, the Applications or the Services. Notice will be deemed given twenty-four hours after email is sent, unless SmartAlto is notified that the email address is invalid. Alternatively, SmartAlto may give you legal notice by mail to a
postal address, if provided by you through the Site, the Applications or the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Site, the Applications or the Services is deemed given 30 days following the initial posting.

 

Survival

 

All of the terms of this Agreement, including “Disclaimer and Limitation of Liability,” “Indemnity” and “Dispute Resolution” shall survive the termination of this Agreement or your use of the Site, the Applications or the Services.

 

General Information

 

SmartAlto may assign this Agreement or all or part of its rights or duties under this Agreement in connection with a merger, or sale of all or substantially all the assets of SmartAlto (including the Site and operations) to a third party. You may not assign this Agreement (by operation
of law or otherwise) or any of your rights or duties without SmartAlto’s prior written consent. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect. This Agreement, including the Privacy Policy, constitutes the entire agreement
between SmartAlto and you with respect to your use of the Site, the Applications, the Services, the SmartAlto Content and the User Content, and it supersedes all prior or contemporaneous communications and proposals between SmartAlto and you with respect thereto. SmartAlto’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

 

Contact Us

 

Want to sign up? Have any questions? Shoot us an email and we'll be in touch with you shortly. The Site, the Applications and the Services are offered by SmartAlto.  You can reach
us via email at contact@smartalto.com. If you are a California resident, you may have this same information emailed to you. First email us at contact@smartalto.com with your mailing address.  Please include “Information Request” in the subject line.