This Agreement is a legal agreement between the User and ScholarSelect, LLC (dba SmarterSelect), a Texas Corporation, for the SmarterSelect Software Application Services you subscribe to. These Software Application Services include computer software, data storage mechanisms, databases and related designs, printed materials, and online or electronic documentation (Software Application Services, Application Services, or Software). By using the Software Application Services, you agree to be bound by the terms of this Customer Agreement. If you do not agree to the terms of this Customer Agreement, you are not authorized to use the Software Application Services.
You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, and that SmarterSelect may change its minimum pricing at any time. User must supply SmarterSelect with correct credit card information, and any changes in credit card validity or expiration date must be updated. SmarterSelect will automatically renew and invoice User’s account for subscriptions. The renewal charge will be equal to the original subscription price, unless SmarterSelect notifies User otherwise in advance. If a credit card, check, or other forms of payment cannot be processed for any reason, SmarterSelect reserves the right to cancel the Service.
2. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will create a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify SmarterSelect of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SmarterSelect cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
3. MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not SmarterSelect, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available via the Service. SmarterSelect does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SmarterSelect be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to:
upload, post, e-mail, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
impersonate any person or entity, including, but not limited to, a SmarterSelect official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, post, e-mail, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
SmarterSelect reserves the right to refuse any or all service to any User for any reason, at any time, at SmarterSelect’s sole discretion. User agrees that SmarterSelect may block its IP address or addresses at any time, and at SmarterSelect’s sole discretion, thereby disallowing User’s continued use of SmarterSelect’s web site.
4. MODIFICATIONS TO SERVICE
SmarterSelect reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SmarterSelect shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that SmarterSelect has no responsibility or liability for the deletion or failure to store any data or other Content maintained or transmitted by the Service. You acknowledge that SmarterSelect reserves the right to delete accounts that are inactive for an extended period of time. You further acknowledge that SmarterSelect reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Software Application Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Application Services are licensed, not sold.
All title and copyrights in and to the Software are owned by SmarterSelect or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software Application Services is the property of the respective content owner and also may be protected by applicable copyright or other intellectual property laws and treaties.
6. LINKS TO THIRD PARTIES
SmarterSelect makes no claims or representations about any Web Site not under SmarterSelect’s control that a User may access from SmarterSelect’s web site– by link, frame, or any other means (“Linked Site”). Any link, frame, or any other means to access any Linked Site provided by SmarterSelect or otherwise on SmarterSelect’s web site does not constitute SmarterSelect’s endorsement, recommendation, or acceptance of any responsibility for the content of that Linked Site or the operators of that Linked Site.
7. LIABILITY DISCLAIMER