This document (together with the documents referred to in it) tells you information about us and the legal terms and conditions (Terms of Service) on which we provide our services (Service) listed on our website (Website) to you. The terms “Smartphorce” or “us” or “we” or “our” refers to Smartphorce Holding SARL. The term “you” refers to the person accessing or using the Website, or the company or organisation on behalf of which that person accesses the Website.
By using our Website or Service, you confirm that you accept these Terms of Service (and the other documents expressly referred to in it) and that you agree to comply with them. If you do not agree to these Terms of Service, you must not use our Website or Service.
Smartphorce provides a communications platform enabling the connection between individuals seeking to obtain task services and/or buy products (SmartSpenders) and/or individuals seeking to provide task services and/or sell products (SmartEarners). SmartSpenders and SmartEarners are hereinafter together referred to as "Users." Those certain task services and/or products posted and requested by Users on the Website, which are to be completed and/or purchased by Users are hereinafter referred to as “Tasks.”
Smartphorce is not a party to the interaction between Users. Smartphorce does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any ratings provided by Users, Tasks provided by SmartSpenders, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Smartphorce Holding SARL does not have control over the quality, timing or legality of Tasks delivered by SmartEarners.
Smartphorce makes no representations about the suitability, reliability, timeliness, or accuracy of the Tasks requested and provided by Users identified through the Service whether in public, private, or offline interactions. Although Smartphorce may perform background checks of SmartEarners, as outlined in more detail below, Smartphorce cannot confirm that each User is who they claim to be. Smartphorce does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Service.
Smartphorce allows Users to link their Smartphorce account with their accounts (if any) on other socials networks, and as such leveraging their e-reputation. This helps other Users to have a sense of who they are dealing with. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons who you do not know.
Smartphorce (or its affiliates or licensors) will not be responsible for the conduct, whether online or offline, of any Users of the Service. Smartphorce (and its affiliates and licensors) will not be liable for any claim, injury or damage arising with your use of the Service.
Users of the Service contract for Tasks directly with other Users. Smartphorce is not a party to any contracts for Tasks. Smartphorce only facilitates these contracts by supplying a medium for the exchange of money. Payment will be processed at the end of a completed Task. SmartSpenders offer payments for each requested Task (Task Payment). When a Task is marked as closed, which is an optional action, by the SmartSpender, the agreed upon Task Payment shall be transferred immediately to the SmartEarner. There are two ways to make a Task Payment by a SmartSpender to a Smart Earner: (i) direct payment in cash; or (ii) direct payment via PayPal.
Subject to clause 5 below, you hereby authorise Smartphorce to charge your credit card or PayPal account the agreed amount between you and Smartphorce for the use of the Service (and all purchases and payments for reimbursement costs, fees or expenses associated with a Task).
Smartphorce has no obligation to provide refunds or credits, but may, in its sole discretion, grant them in extenuating circumstances such as due to specific refund guarantee promotions or Smartphorce errors.
You are liable for all applicable taxes related to the Services and Task.
The Service is a communications platform enabling Users to connect and Smartphorce is not involved in the actual contact between Users or in the completion of the Task. If you have disputes with one or more Users, you release Smartphorce (and our officers, directors, agents, investors, subsidiaries and employees) from any and all claims, demands, damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Smartphorce expressly disclaims any liability that may arise between Users of the Service.
The Service may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (Public Areas) that allow Users to communicate with other Users. You may only use such Public Areas to send and receive messages and material that are relevant and proper to the applicable forum. Without limitation, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
- Use the Service for any purpose, including, but not limited to posting or completing a Task, in violation of any applicable law.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
- Advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered through the Service.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or allow any other person or entity to use your identification to post or view comments.
- Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
- Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Service.
- Restrict or inhibit any other User from using and enjoying the Public Areas.
- Imply or state that Smartphorce endorses any statements you make, without the prior written consent of Smartphorce.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Service in any manner.
- Hack or interfere with the Service, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the Service for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Smartphorce.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner.
All submissions made to Public Areas will be public, and Smartphorce will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.
If you chose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. You are the sole authorised user of the account associated with your user identification code and password and solely and fully responsible for all activities on such account.
If you suspect that anyone other than you knows your user identification code or password you must promptly notify us at firstname.lastname@example.org.
By providing us with your mobile phone number and using the Service, you consent to us calling and texting you in order to perform and improve the Service. Smartphorce will not charge for such calls or texts, but your phone operator may charge for receiving such calls and texts. You can opt-out at all times from receiving texts and calls from us by updating your SmartPhorce account preferences.
Subject to our written consent (or as otherwise allowed under these Terms of Service) you may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link to our Website in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Website in any website that is not owned by you. Our Website must not be framed. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in these Terms of Service.
Where our Website or Service contain links to other websites and resources provided by third parties, these links are provided for your information, reference and convenience only and we have no control over the contents of those websites or resources. It is always your responsibility to evaluate the content and usefulness of information obtained from other websites. You hereby agree to hold Smartphorce harmless from any liability that may result from the use of links that may appear on the Website or Service.
As part of the functionality of the Service, you may link your Smartphorce account with online accounts you have with third party service providers (each such account is referred to as a “Third Party Account”) by either:
(i) providing your Third Party Account user identification code and password through the Service; or
(ii) allowing Smartphorce to access your Third Party Account.
In relation to such linking you represent that:
(i) such linking is not a breach of the Third Party Accounts terms and conditions;
(ii) such linking is permitted under the Third Party Accounts terms and conditions and does not oblige Smartphorce to pay any fees or making Smartphorce subject to any usage limitations imposed by such Third Party Accounts provider;
(iii) you are entitled to disclose your Third Party Account user identification code and password to Smartphorce and/or grant Smartphorce access to your Third Party Account;
(iv) Smartphorce may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through the Service via your Smartphorce account (including without limitation any friend lists); and
(v) Smartphorce may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account.
Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content (see clause 10) for all purposes of these Terms of Service. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your Smartphorce account on the Service. Note that if a Third Party Account or associated service becomes unavailable or Smartphorce’s access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Service. You will have the ability to disable the connection between your Smartphorce account on the Service and your Third Party Accounts at any time. Please note that your relationship with the third party service providers associated with your Third Party Accounts is governed by your agreements with such third party service provider.
Smartphorce makes no effort to review any SNS Content for any purpose (including but not limited to for accuracy, legality or non-infringement) and Smartphorce is not responsible for any SNS Content. You acknowledge and agree that Smartphorce may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device, tablet, laptops or other computers solely for the purposes of identifying and informing you of those contacts who have also registered to use the Service. At your request made via e-mail to email@example.com, Smartphorce will deactivate the connection between the Service and your Third Party Account and delete any information stored on Smartphorce’s servers that was obtained through such Third Party Account, except the user identification code and profile picture associated with your account.
You may not use the Service or Website to solicit for any other business than those related to the Service.
You may not use the Service or Website to collect user identification codes, passwords and/or email addresses of Users by electronic or other means.
“Your Information” is defined as any information and materials you provide to Smartphorce or other Users in connection with your registration for and use of the Service, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information.
Your Information provided by each User, is collectively referred to as “User Generated Content”. You represent and warrant to Smartphorce that Your Information:
(i) will not be false, inaccurate, incomplete or misleading;
(ii) will not be fraudulent or involve the sale of counterfeit or stolen items;
(iii) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy;
(iv) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(v) will not be defamatory, libellous, unlawfully threatening, or unlawfully harassing;
(vi) will not be obscene or contain child pornography or be harmful to minors;
(vii) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
(viii) will not create liability for Smartphorce or cause Smartphorce to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Service hosts User Generated Content relating to reviews of specific Users. Such reviews are not the opinion of Smartphorce and have not been verified by Smartphorce. Each User should undertake his or her own research to be satisfied that a specific User is appropriate for the Task. You agree that Smartphorce is not liable for any User Generated Content.
You hereby grant Smartphorce Holding SARL a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known (or not currently known) in order to perform and improve upon the Service.
The Service is not an employment service and Smartphorce does not serve as an employer of any User. Smartphorce is not liable for any form of tax or similar obligation in connection with your use of the Service, Website or Users’ service. You understand and agree that if Smartphorce is found to be liable for any form of tax in connection with your use of the Service, Website or Users’ services, you will indemnify Smartphorce for the same.
Smartphorce may change or discontinue the Website or the Service at any time without prior notice. We reserve the right to terminate this agreement at our election for any reason, without prior notice, and this agreement will automatically terminate in the event that you violate these Terms of Service. In the event of any termination, you will immediately cease to use the Website and Service.
Upon termination of your rights to use the Service or Website you will not be entitled to any refund of any unused balance in your Smartphorce account and we reserve the right to take any appropriate legal action against you.
Note that these Terms of Service will remain enforceable against you after termination.
You may terminate this agreement at any time by ceasing all use of the Service and Website.
We are the owner or the licensee of all intellectual property rights in our Service and Website and in the material published on it (Proprietary Material). Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You agree that you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity and database rights in your Information and any content therein.
You may print off one copy, and may download extracts, of any page(s) from our Website or Service for your personal use only and you may draw the attention of others within your organisation to content posted on our Website or Service.
You must not modify the paper of digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our Website and Service must always be acknowledged.
You must not use any part of the content on our Website or Service for commercial purposes without obtaining a licence to do so from us or our licensors.
Smartphorce is the owner of all its trademarks (including but not limited to ‘Smartphorce’ and the Smartphorce logos). All other trademarks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the respective owner.
Smartphorce respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please notify Smartphorce at: firstname.lastname@example.org including the following details:
1. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Service or Website where the material you claim is infringed is located. Include enough information to allow Smartphorce to locate the material, and explain why you think an infringement has taken place;
2. A description of the location where the original or an authorised copy of the copyrighted work exists, for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
3. Your address, telephone number, and e-mail address;
4. A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or made in accordance with any applicable law;
5. A statement of truth by you that the information in your notice is accurate, and that you are the copyright owner or authorised to act on the copyright owner's behalf; and
6. An electronic or physical signature of the owner of the copyright or the person authorised to act on behalf of the owner of the copyright interest.
You acknowledge that Confidential Information is a valuable, special and unique asset of Smartphorce and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorised employees and agents who are bound to maintain the confidentiality of Confidential Information.
You shall promptly notify Smartphorce in writing of any circumstances which may constitute unauthorised disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorised disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Smartphorce upon termination of this agreement for any reason whatsoever.
“Confidential Information” shall mean any and all of Smartphorce’s trade secrets, confidential and proprietary information and all other information and data of Smartphorce that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers or business contacts, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
Use of the Service and the Website is entirely at your own risk and provided entirely on an ”as is” basis.
Nothing in these Terms of Service excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
To the extent permitted by law, we do not give any and exclude all conditions, warranties, representations, undertakings or other terms which may apply to the Service and our Website or any content on it, whether express or implied. In particular, we will not be responsible for ensuring that the Service or Website are suitable for your purposes.
Smartphorce will under no circumstances whatever be liable to any User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the:
- use of, or inability to use, our Service or Website;
- use of or reliance on any content displayed in our Service or on our Website;
- unauthorised access to or use of our Service or Website;
- Users and their actions (online or offline);
- loss of profits, sales, business, or revenue;
- loss or corruption of data, information, or software;
- loss of business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
We will not be liable for any loss or damage caused by a virus, worms, Trojan horse, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Service or Website or to your downloading of any content on it, or on any website linked to it.
You hereby agree to indemnify, defend, and hold harmless Smartphorce, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with your use or inability to use the Service or Website. Smartphorce reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Smartphorce.
If any dispute arises in connection with these Terms of Service, the parties will attempt to settle it by mediation in an attempt to reduce cost and controversy. You and Smartphorce agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Smartphorce. Smartphorce’s address for such notices is Smartphorce Holding SARL, 25A Boulevard Royal L-2449 Luxembourg for attention of: Legal Department.
If you are a consumer, please note that English law governs these Terms of Service, its subject matter and its formation. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are resident outside England and Wales you may, subject to the applicable law, be able to bring proceedings in such country where you are resident.
If you are a business, these Terms of Service, its subject matter and its formation (and any non-contractual disputes and claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Smartphorce may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Smartphorce, and can be activated, modified or removed at any time by Smartphorce without prior notification.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service.
If we fail to insist that you perform any of your obligations under these Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
These Terms of Services (together with any document referred herein) constitute the entire agreement between you and Smartphorce, superseding any prior agreement.
We may transfer our rights and obligations under these Terms of Service to another organisation, but this will not affect your rights or our obligations under these Terms of Service.
Smartphorce reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of these Terms of Service and review, improve, modify or discontinue, temporarily or permanently, the Service or any content or information through the Service and our Website at any time, effective with or without prior notice and without any liability to Smartphorce. Smartphorce will endeavour to notify you of these changes by email (and/or push notification if applicable), but will not be liable for any failure to do so. If any future changes to these Terms of Service are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Service. Your continued use of the Service following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes. Smartphorce may change, modify, suspend, or discontinue any aspect of the Service at any time without notice or liability. Smartphorce may also impose limits on certain features or restrict your access to parts or all of the Service without notice or liability.