Terms of Use

terms of use

YOU SHOULD READ OUR PRIVACY POLICY AND THE TERMS OF USE BELOW BEFORE USING THIS WEBSITE.  YOU SHOULD NOT USE THIS WEBSITE IF YOU ARE NOT IN AGREEMENT WITH THESE TERMS OF USE AND/OR OUR PRIVACY POLICY.

In these Terms of Use, “you,” “your” and “yourself” refers to you individually and you on behalf of your employer, if applicable.  As used in this website, “Smart Circle” refers to Smart Circle International, LLC and may include its sister companies and other entities which are related to Smart Circle by common ownership (collectively “Smart Circle“).  Smart Circle is not responsible for the conduct, whether online or offline, of any user or visitor of www.thesmartcircle.com and mobile-optimized versions of www.thesmartcircle.com (collectively the “Website”).

Smart Circle takes reasonable steps to protect the security and integrity of all personally identifiable information you provide to this Website; however, due to the inherent nature of the Internet, Smart Circle cannot guarantee that information, during transmission through the Internet or while stored on our system or otherwise in our care, will be absolutely safe from intrusion by others, such as hackers. Smart Circle assumes no liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any information or material on this Website. Smart Circle is not responsible for any problems, failure or technical malfunction of any products, services, telephone network or lines, computer online systems, servers or Internet providers, computer equipment, software or email due to technical problems or traffic congestion on the Internet or on this Website, or a combination thereof, including any injury or damage to customers, visitors or users or to any person’s computer related to or resulting from use of this Website or downloading materials. We make no warranties that this Website or the services or products or information thereon will be timely, secure, uninterrupted, or error-free. You understand that if you use the Website or download any material, you do so at your sole risk. Under no circumstances shall Smart Circle be responsible for any loss or damage, including personal injury or death, resulting from use of this Website, any products, services or content transferred or posted on or through this Website, or conduct of any visitors or users of this Website, whether online or offline. Smart Circle can, whenever it wants, edit or delete any material or content displayed on this Website. You use the Website at your own risk. Some areas of this Website may offer information, from a variety of providers or third parties, who may be affiliated with Smart Circle; such advice is for entertainment only and not as advice or information for an individual circumstance.

Everything you see on this Website is provided to you “as is,” unless otherwise specifically stated. Smart Circle reserves the right to terminate access to this Website to anyone for any reason, including violation of these Terms of Use and/or any terms contained in its Privacy Policy.

BY USING THIS WEBSITE, YOU UNDERSTAND AND ACCEPT THESE TERMS OF USE, OUR PRIVACY POLICY AND THAT THE MATERIALS, INFORMATION, PRODUCTS, AND SERVICES PROVIDED HEREIN, ARE PROVIDED “AS IS.” SMART CIRCLE MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING THE PRODUCTS, SERVICES, ACCURACY, CONTENT, COMPLETENESS, RELIABILITY, OPERABILITY, OR LEGALITY OF INFORMATION CONTAINED WITHIN THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

IN NO EVENT SHALL SMART CIRCLE, OR ITS AGENTS, AFFILIATES, PARTNERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS RELATED TO THE USE OF THIS WEBSITE, THE PRODUCTS AND SERVICES PROVIDED HEREIN, WHETHER IN AN ACTION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHER TORTIOUS ACTION ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE MATERIALS, PRODUCTS AND SERVICES CONTAINED IN THIS WEB SITE.

Ownership, Copyright and Trademarks

This Website and all materials available on the Website, including without limitation text, data and images, audio and video clips, databases, and ratings (collectively, the “Content“) are owned or controlled by Smart Circle or the party credited as the provider of the Content. The respective owner retains all right, title, and interest in and to its Content. The Website and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws.

You may not download, display, reproduce, create derivative works from, transmit, sell, distribute, or in any way exploit the Content available via the Website, including without limitation our product reviews and ratings and those product reviews and ratings posted by other users, for any public and/or commercial use without the prior written permission of Smart Circle.

You agree not to use any trademarks, service marks, names, logos, or other identifiers of Smart Circle or its employees, licensors, independent contractors, providers and affiliates without the prior written permission of Smart Circle. In addition, you may not use our trademarks:

  • (a) in, as, or as part of, your own trademarks or those of any third parties;
  • (b) to identify products or services that are not those of Smart Circle;
  • (c) in a manner likely to cause confusion; or
  • (d) in a manner that implies that Smart Circle sponsors or endorses or is otherwise connected with your own activities, products, and services or those of third parties.

Limited Use License

Subject to your strict compliance with these Terms of Use and our Privacy Policy, Smart Circle hereby grants you a limited, non-exclusive, revocable, non-assignable and non-transferable license (the “License”) to download (temporary storage only), display, view, use and/or play the Content on a personal computer, computer tablet, mobile phone or other wireless or Internet enabled device (a “Device”) for your personal use only. The License does not give you any ownership or any intellectual property interest in any Content or the Website, and you cannot otherwise use the Content or the Website without our express prior written permission. All rights not expressly granted to you under these Terms of Use and our Privacy Policy is reserved by us and/or our licensors and other third parties.

You may not attempt to circumvent technical protection measures in the Website, reverse engineer, decompile, disassemble or translate any portion of the Website or the Content or in any way attempt to reconstruct or discover any source code of the Website by any means whatsoever. Any unauthorized use of any Content or the Website for any purpose is strictly prohibited.

Site and Content Use Restrictions

You agree that you will not: (i) engage in any activities that seek to attempt to or do harm to us, the Website or any others, or are unlawful, offensive, obscene, lewd, violent, harassing, illegal, or that violate any right of any third party or are otherwise objectionable to us; (ii) engage in any activity that interferes with a user’s access to the Website or the proper operation of the Website; (iii) use any meta tags or other “hidden text” utilizing any of our trademarks; (iv) interfere with or circumvent any security feature of the Website or any feature that restricts or enforces limitations on the use of or access to the Website or its Content; (v) act in a manner that we, in our sole discretion, deem inappropriate for the venue; (vi) use the Website for political purposes; or (vii) otherwise violate these Terms of Use or our Privacy Policy.

Communications

Smart Circle may make available to users of the Website e-mail communications and notices, user product reviews and ratings, or other interactive communication facilities by means of the Website (such facilities collectively referred to herein as the “Communication Facilities“). You are solely responsible for the content of any transmissions you make to the Website or through any of the Communication Facilities (the “Communications“). Smart Circle does not endorse or accept any Communications as their own or representative of their views.

Non-U.S. Visitors and Users of this Website

If you are located outside of the United States, please note that the information you provide to Smart Circle and this Website will be transferred to the United States. By using this Website, you consent to this transfer. You also consent to the adjudication of any disputes arising in connection with this Website in the federal and state courts of, and in accordance with the laws of, the State of California, USA.

Smart Circle makes no representation that the Website is appropriate or available for use outside of the United States. If you use the Website from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Any application of the Convention on Contracts for the International Sale of Goods is hereby disclaimed to the fullest extent possible.

Copyright Infringement

If you believe your copyright has been infringed, you may provide Smart Circle with notice by sending an e-mail to legal@thesmartcircle.com or by sending a written notice to Smart Circle International, LLC, 4490 Von Karman, Newport Beach, CA 92660, Attention: Legal Department. To be effective, the notification must be in writing (e-mail is sufficient).  Smart Circle may give notice to our affiliates, third parties, visitors and users that we have received a notice of infringement by means of a general notice on this Website, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to a user’s physical address in our records.

We reserve the right to terminate access to this Website to anyone who infringes the proprietary rights of any third party.

Linking to Our Website

You are not permitted to link to the Website without our prior written permission and you must adhere to the following requirements: (i) the link to this Website must not damage, disparage, present false information about or tarnish the goodwill of Smart Circle or that associated with any of our trademarks, products, services and/or intellectual property; (ii) the link to this Website must not create the false appearance that your website and/or organization is sponsored by, endorsed by, affiliated with, or associated with us; (iii) you may not “frame” this Website or create a browser environment around any of the Content; (iv) you may not link to password protected parts of the Website, if any; and (v) you may not link to this Website from a website that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise deemed inappropriate, as determined by us in our sole discretion. We reserve the right to prohibit linking to the Website for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

Links to Other Websites

The Website may contain links and pointers to other websites on the Internet which may be maintained by third parties. Such links do not constitute an endorsement by Smart Circle of any third-party website or any materials contained therein. Smart Circle does not control, and is not responsible for, the availability, accuracy, privacy policy, or currency of such third-party websites or any information, content, products or services accessible from such third-party websites.  If you visit another website through a link on our Website, Smart Circle’s Terms of Use and Privacy Policy will no longer apply.  We encourage visitors to review each website’s privacy policy and Terms of Use before disclosing any information.

Disputes

If there is any dispute about or involving this Website, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, County of Orange.

Age Restrictions

You represent and warrant to Smart Circle that you are an adult, at least eighteen (18) years old and that you possess the legal right and ability to enter into this Agreement and to use the Website in accordance with this Agreement.  By using the Website, you represent and warrant: (a) that you have not been previously suspended or removed from the Website by Smart Circle; and (b) that your use of the Website is in compliance with any and all applicable laws and regulations.

Indemnity

You agree to indemnify and hold Smart Circle, its subsidiaries and affiliates, and their respective officers, members, managers, agents, partners and employees, harmless from any loss or liability arising out of your use of this Website or from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this Website in violation of these Terms of Use and/or the Privacy Policy.

Modifications

Smart Circle has the right to modify these Terms of Use and any policies affecting the Website. Any modification is effective immediately upon posting to the Website or distribution to you via electronic mail, conventional mail or text messaging. Your continued use of the Website following notice of any modification to these Terms of Use shall conclusively be deemed your acceptance of all such modification(s).

Smart Circle has the right to modify, suspend or discontinue the Website or any portion thereof at any time, including the availability of any area of the Website. Smart Circle may also impose limits on certain features and services or restrict your access to any portion of    or the entire Website without notice or liability.

General

Failure by Smart Circle to enforce any provision of these Terms of Use shall not be construed as a waiver of any provision or right. In the event that any portion of these Terms of Use is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. You agree that these Terms of Use will not be construed against us because we drafted them.

No waiver by us of any of these Terms of Use will be of any force or effect unless made in writing and signed by a duly authorized officer of Smart Circle.

If you have any questions or concerns with respect to these Terms of Use or the Website, you may contact us at legal@thesmartcircle.com.

Terms of Use Last Updated: Dec. 2014.