This Terms and Conditions agreement (the “Agreement”) is between you and SmackSocial, Inc., (“SmackSocial”, “we,” “our,” or “us”) and governs your use of the SmackSocial mobile application (the “App”), products and services. By installing or using the SmackSocial App, web application app.smacksocial.com (the “Web App”), or website located at smacksocial.com (the “Website”), or using any SmackSocial service or product (collectively, the “Platform”), you agree to be bound by and comply with this Agreement. If you do not agree to this Agreement, you may not use the Platform. 

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REVISIONS TO THIS AGREEMENT

 

We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of the page. By continuing to use the Platform after any changes to this Agreement come in effect, you agree to the revised Agreement. 

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PRIVACY

 

SmackSocial may collect and use information about your usage of the Platform, including certain types of information from and about your device, in accordance with our Privacy Policy (which is incorporated herein by reference) and to the extent allowed by applicable law. Please refer to our Privacy Policy for details on how we collect, use, and disclose this information.

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LIMITED LICENSE

 

Subject to your full compliance with this Agreement, SmackSocial grants you a non-exclusive, non-transferable, non-sublicensable, terminable license to access and use the Platform for your personal use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Platform or any of the content thereon for any purpose except for your personal use and as described in this Agreement, without the express written consent of SmackSocial. We may modify, update, suspend or discontinue the Platform, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. You agree that we will not be liable to any user or other third party for any such modification, update, suspension or discontinuance except to refund fees paid for services we did not provide because of such action.

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AGE AND LOCATION RESTRICTIONS

 

By using the Platform, you represent and warrant that (a) you are 18 years of age or older and you agree to be bound by this Agreement and (b) your use of the Platform does not violate any applicable law or regulation. If you are accessing and using this Platform outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Your access to the Platform may be terminated at any time and without prior notice if we believe, in our sole discretion, that you are under the age of 18 years of age.

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USER CONDUCT

 

Your Conduct: As a condition of your access to and use of the Platform, you agree not to use the Platform for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably intended by SmackSocial. By way of example, and not as a limitation, you agree not to:

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1. Submit content that, determined in our sole discretion, is objectionable because such content includes, is associated with, or is alongside or linked to any: (i) sexually explicit materials; (ii) obscene, defamatory, libelous, slanderous, violent and/or unlawful content, is disrespectful or could be considered hate speech, or profanity; (iii) content that infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right, or that is deceptive or fraudulent; (iv) content that promotes the use or sale of illegal or regulated substances, tobacco products, ammunition and/or firearms; and (v) gambling, including without limitation, any online casino, sports books, bingo or poker;

2. 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 SmackSocial, or otherwise attempt to mislead others as to the identity of the sender or the origin of an event (“Drift”) or last-minute invite (“Zap”).

3. Provide or submit false or misleading information;

4. Gain or attempt to gain unauthorized access to the Platform, other user accounts, or other computer systems or networks connected to the Platform; or

5. Probe, scan, or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on or of the Platform or any network connected to the Platform.

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Content and Conduct of Others: SmackSocial does not control the content of other members. We reserve the right to investigate and take appropriate action when we discover content on the Platform that violates this Agreement, but we do not have any obligation to monitor, nor do we take responsibility for, the content of users.

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Interactions with Others: Through the Platform, we provide tools that enable users to arrange physical meetings at venues. We do not supervise these activities and are not involved in any way with the actions of any individuals at these meetings.

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Because

• we do not supervise or control the meetings or interactions among or between users, and

• we are not involved in any way with physical transportation to or from meetings or with the actions of any individuals at meetings and we do not guarantee or provide any assurance regarding the quality, safety, morality, legality, truthfulness or accuracy of user generated content on the Platform,

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you assume and agree that you bear all risk associated with any activities occurring off the Platform, and you agree to release us (and our owners, managers, agents, employees, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Platform. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

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Termination of Access: SmackSocial may terminate your privilege to use or access the Platform immediately and without notice for any reason. Upon such termination, you must immediately cease accessing or using the Platform and agree not to access or make use of, or attempt to use, the Platform. Furthermore, you acknowledge that we reserve the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Platform. You understand that we may exercise this right in our sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to us.

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Reporting Suspicious Activity: If any user content raises concerns, you may report the activity or content to us for review. We may review and act on the report at our sole discretion. 

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WARRANTY

 

The Platform is provided to you “as is” and on an “as available” basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of the Platform, (b) any information, advice, services, or goods obtained through or advertised on the Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through the Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of the Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through the Platform.

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INDEMNITY

 

You agree to indemnify, defend and hold harmless us, our officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of this Agreement by you; (b) the inaccurate or untruthful content or other information provided by you to SmackSocial or that you submit, transmit or otherwise make available through the Platform; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. We have sole control of the defense of any such damage or claim.
 

CLOUD MESSAGING CONSENT

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If SmackSocial has reason to believe that a user is not receiving notifications for events (“Drifts”) that they have been invited to (because the user has not opened or been active on the app in over 21 days), SmackSocial reserves the right to send a SMS or MMS (“message”) to the user’s phone number provided during sign-up. Included in this text are both the Drift details, as well as instructions on how to stop receiving messages should the user choose to unsubscribe.

The Platform allows you to send Drift invitations and updates to others not on the SmackSocial app via SMS or MMS ("messages"), and/or allows SmackSocial to send such messages to you and one or more others on your behalf. When you instruct SmackSocial to send such messages to others, you represent and warrant to us that each person you have instructed us to message consents to receive such messages and any other related administrative text messages from SmackSocial. "Administrative text messages" are periodic transactional messages from SmackSocial, including but not limited to instructions on how to stop receiving messages. You or others no longer wishing to receive such messages can opt-out of receiving further messages from SmackSocial at any time by following the instructions provided. If you no longer wish to receive such messages or participate in the group, you agree that you will opt out through the instructions provided by SmackSocial. If you have reason to believe that one of your phone contacts you’ve been inviting to Drifts via SMS no longer wishes to receive such messages, you agree to remove them from the associated Drift and/or invite group (“Friend-list”). You also represent and warrant to us that you and each person you have instructed us to message understands that each person is responsible for the costs of any message charges assessed by his or her mobile carrier, including any international message charges that may apply when messages are transmitted from US-based numbers.

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ENTIRE AGREEMENT

 

This Agreement and other agreements, rules, and policies incorporated by reference to this Agreement including, without limitation, the Privacy Policy, constitutes the entire agreement between you and us. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us regarding the subject matter contained in this Agreement.

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SEVERABILITY

 

If any clause or part of this Agreement is deemed unlawful, that portion shall be severable, rendering the remainder of this Agreement intact.

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GOVERNING LAW

 

This Agreement and the relationship between you and SmackSocial will be governed by the laws of the State of Utah, 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 or federal courts located in Salt Lake City, Utah and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that SmackSocial may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Platform or this Agreement shall be filed within one year after such claim or cause of action arose or will forever be barred.

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NOTICE

 

By use of our Platform, you consent to receive electronic communications from us (via email or via a posting on the Platform), and you agree that any such communications satisfy any legal requirement to make such communications in writing. You also agree that we may communicate any notices to you under this Agreement through electronic mail or posting the notices on the Platform.

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CONTACT INFORMATION

 

If you have any questions about this Agreement, we can be reached at:

SmackSocial, Inc.
support@smacksocial.com