Terms & Conditions Smart Alto Corporation
The website www.smartalto.com
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 Smart Alto’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 Smart Alto’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
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, Smart Alto hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license during the term of your agreement with Smart Alto 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 Smart Alto 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
Smart Alto is a 24/7 lead qualification and long term follow up service for real estate agents through SMS. When a prospective buyer, seller, renter, etc. reaches out to a real estate professional on a website or third-party platform, Smart Alto “assistants” respond to that prospect within 2 minutes, 24/7. Leads flow through the Smart Alto system via direct text and real estate agents are notified when new conversations are started. At any time the real estate agent has the ability to “take over” the conversation. All communication on the real estate agent’s behalf is track on the real estate agent’s individual account which can be found at www.smartalto.com
. Our “assistants” ask the agents questions on their behalf either via SMS. Smart Alto users can also use our pre-written campaigns to foster and nurture long term relationships with past clients and leads via text. Today, we are focused on real estate agents but in the future, we will work with other types of consumer focused sales professionals.
In order to obtain access to certain Services, you may need to register by creating an account with Smart Alto. 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 Smart Alto 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 Smart Alto'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 Smart Alto via email at firstname.lastname@example.org. Smart Alto 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. Smart Alto 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
Smart Alto 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
Smart Alto 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. Smart Alto 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 Smart Alto 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, Smart Alto 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 Smart Alto 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 Smart Alto or Third Party Processor in connection with the Service Plan selected by you, you agree to pay to Smart Alto 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.
Smart Alto may change, modify, or eliminate any Service Plan at any time, with or without notice. You agree that Smart Alto will bear no liability to you or any third party if Smart Alto 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
Smart Alto 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 Smart Alto 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), Smart Alto will make reasonable efforts to notify you of such change. Smart Alto 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, Smart Alto may require you to provide consent by accepting the changed terms. If Smart Alto requires your acceptance of the changed terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Smart Alto, 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.Third Party Sites
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.NO WARRANTIES
THE MATERIALS AND CONTENT CONTAINED IN THE SITE, THE APPLICATIONS AND THE SERVICES ARE PROVIDED “AS IS.” SMART ALTO, 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 SMART ALTO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CURRENT TENANTS AND/OR FUTURE RENTERS AND/OR LANDLORDS, NOR IS SMART ALTO A REAL ESTATE BROKER, AGENT OR INSURER. SMART ALTO 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 SMART ALTO. IN NO EVENT WILL SMART ALTO’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 SMART ALTO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR TEN DOLLARS, WHICHEVER IS GREATER. YOU AND SMART ALTO AGREE THAT THIS SECTION, “DISCLAIMER AND LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND SMART ALTO. YOU ACKNOW98756SENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, SMART ALTO 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 Smart Alto 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, "Smart Alto Content"), is the property of Smart Alto 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 Smart Alto Content without the written permission of the party that owns the Smart Alto Content, whether it be Smart Alto 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 Smart Alto and Smart Alto is not responsible for the content of any SUCH Third Party Site. Any links included in the Site have been selected by Smart Alto 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 Smart Alto 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 Smart Alto with respect thereto. Smart Alto does not endorse any User Content and other material or any opinion, recommendation or advice expressed therein, and Smart Alto 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, Smart Alto may investigate the allegation and determine in its sole discretion whether to remove the User Content or other content or materials, which it reserves the right to do at any time and without notice. For clarity, Smart Alto does not permit copyright infringing activities on the Site, the Applications or the Services.Dispute Resolution
If a dispute arises between you and Smart Alto, the goal is to provide you with a neutral and cost effective methods of resolving the dispute quickly. Accordingly, you and Smart Alto 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 Smart Alto and you otherwise agree in writing. Before resorting to these dispute methods, Smart Alto strongly encourages you to first contact Smart Alto 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 SMART ALTO (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 SMART ALTO 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 SMART ALTO WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. You may bring claims only on your own behalf.
Neither you nor Smart Alto 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 SMART ALTO 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 Smart Alto 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 Smart Alto 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 arbitrator will 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 Smart Alto 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 Smart Alto irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Smart Alto 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 Smart Alto.Improperly Filed Claims
All claims you bring against Smart Alto 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, Smart Alto may recover attorneys’ fees and costs up to $15,000, provided that Smart Alto has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Limitation on Time to File Claims
Smart Alto 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 Smart Alto is notified that the email address is invalid. Alternatively, Smart Alto 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.
SurvivalAll 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.
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