Smartcomm, LLC Terms of Use

The following terms and conditions govern your use of the Smartcomm, LLC ("Smartcomm") website (the "Site"), and by using the Site, you agree to follow and be bound by these terms and conditions (the "Agreement").   PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  If you do not agree to be bound by the terms and conditions of this Agreement, do not use the Site or access Smartcomm's services.

1. Advice and Solicitation. No Information on the Site is intended (i) as investment, tax, accounting or legal advice, (ii) as an offer, recommendation or solicitation of an offer to sell or buy any security or any other financial instrument or to participate in any transaction, or (iii) as an endorsement or recommendation of any transaction, investment or business undertaking.  We do not provide any business advice, investment advice or solicitation through this Site.  You understand and agree that the content posted on the Site may include information, views, opinions, and recommendations of many individuals and organizations and is designed to help you gather the information you need to help you make your own decisions.  Importantly, you are responsible for your own investment decisions and for properly analyzing and verifying any information you intend to rely upon.  The fact that Smartcomm has made this content available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described on the Site suitable or appropriate for you. The products described on this Site involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and has independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned.  You should consult your own business advisor, legal, tax and accounting advisors concerning any contemplated transactions.

2. Account. In order to access some features of the Site, you will need to create an account.  When creating your account, you must provide accurate and complete information.  You are solely responsible for the activity that occurs on your account, whether expressly authorized by you or not.  You are responsible for keeping your account password secure.  In addition, you agree to immediately notify Smartcomm of any unauthorized use of your password or account or any other breach of security.  Smartcomm cannot and will not be liable for any loss or damage arising from your failure to comply with this Section or to secure your account and password, including but not limited to selecting a password that is not easily compromised.  You are not allowed to use another customer's account without that customer's permission.  Unless previously notified otherwise, Smartcomm will assume that anyone visiting the Site with a correct username and password combination is an authorized user of that account.

By registering with Smartcomm, you represent that you are of legal age and capacity to enter into a binding contract and are not a person barred by any laws from using the our Site. You agree to provide true, accurate, current and complete information about yourself in all required fields of the registration form.  If any of your information changes, you agree to update your registration information as soon as possible.  If there is reason to suspect that your registration information is not complete, current, or accurate, or that you have otherwise violated this Agreement, your account will be subject to suspension or termination, in Smartcomm's sole discretion, and you may be barred from using the Site. 

3. Modification of Terms or  Web Site. Smartcomm may periodically modify these terms in any manner at any time in its sole and absolute discretion and without prior notice or liability to you.  Any modification to these terms shall be effectively immediately upon posting at the Site.  Your use of the Site following any such changes constitutes your agreement to follow and be bound by the terms as modified.  From time to time, in Smartcomm's sole and absolute discretion, without any notice or liability to you, Smartcomm may change, move or delete portions or features of the Site, or may add new areas or features to the Site.  Smartcomm may introduce a new service and the fees for that service are effective as of the date that service becomes available on the Site.  Unless otherwise stated, all fees are quoted in U.S. dollars and you are responsible for paying all fees associated with using Smartcomm's service and the Site.

4. User Comments, Feedback and other Submissions. By submitting, disclosing, posting, transmitting or uploading any files, messages or data or engaging in any other form of communication to or with the Site, you warrant and represent that you are the owner of those communications or that you have all rights necessary to submit, disclose, post, upload, transmit and otherwise use any such communications for your intended purpose.  All comments, feedback, suggestions, ideas and other submissions disclosed, submitted, uploaded or offered to us or otherwise disclosed, submitted, posted, transmitted or uploaded in connection with your use of the Site, shall be and remain Smartcomm's property.  Such disclosure, submission, posting, transmission or uploading shall constitute an assignment to Smartcomm of all worldwide rights, title and interest in all copyrights and other intellectual property rights in such comments, feedback, suggestions, ideas and other such communications. 

Smartcomm reviews all content before it is posted or published and reserves the right to deny, in its sole discretion, posting or publishing such content to the Site.  Smartcomm reserves the right at all times to disclose any information necessary to satisfy any law, regulation, government request or court order to edit, refuse to post or to remove information or materials in whole or in part, that in Smartcomm's sole discretion are objectionable or in violation of this Agreement or as otherwise required by law or court order. 

5. Copyrights, Trademarks and other Intellectual Property Rights. All materials, including images, illustrations, designs, icons, photographs, text, software, graphics, videos, music and sound that are part of the Site are protected by U.S. and state copyright laws, international treaties and other intellectual property laws.  All copyrighted or trademarked material or other intellectual property used on the Site is owned by Smartcomm or others who have given Smartcomm permission to use their protected intellectual property.  The Site as a whole is also protected by copyright law and is owned by Smartcomm.

The materials on the Site, and the Site as a whole, are intended solely for your personal, noncommercial use. You may download or copy the downloadable materials displayed on the Site for your personal use only.  No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying.  You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works of, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the intellectual property on the Site, the Site as a whole, or any related software without the prior written permission of Smartcomm or the owner of that intellectual property.  Further, you may not frame any of the Site content, deep-link to the Site, trespass or scrape the Site with automated agents without prior written consent of Smartcomm.

6. Digital Millennium Copyright Act Compliance Notice. If you believe any of the content on the Site infringes the intellectual property rights of another, you may send Smartcomm a notice of alleged infringement that complies with the Digital Millennium Copyright Act (the "DMCA").  Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to Smartcomm's Designated Agent:

7. Limited Warranty. THIS SITE AND ITS CONTENTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY, TITLE, CURRENCY OR CONTENT OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THIS SITE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  YOUR USE OF THE SITE IS AT YOUR SOLE RISK.  YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE SITE, AND THAT SMARTCOMM SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THE SITE.

8. Disclaimer of Liability. IN NO EVENT SHALL SMARTCOMM, OR ANY PARENT, SUBSIDIARY, AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, LICENSOR, DISTRIBUTOR, SUPPLIER, AGENT, RESELLER, OWNER, SUCCESSOR-IN-INTEREST OR OPERATOR OF SMARTCOMM, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SMARTCOMM'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SMARTCOMM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT SMARTCOMM SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

9. Third-Party Links and Content. The Site may contain hyperlinks to web sites operated by parties other than Smartcomm, which are provided for reference only.  These links do not mean that Smartcomm endorses, approves or sponsors the linked sites or any information, products or services contained on those sites.  Smartcomm does not control such web sites and is not responsible for their contents or operation.  YOUR USE OF SUCH WEB SITES IS ENTIRELY AT YOUR OWN RISK AND SMARTCOMM IS NOT LIABLE FOR ANY DAMAGE THAT MIGHT RESULT FROM YOUR USE OF THE INFORMATION, PRODUCTS OR SERVICES OBTAINED.  

The Site contains content supplied by parties other than Smartcomm.  Any opinions, advice, judgments, statements, services, offers or other information or content expressed or made available by such third parties, are those of the respective author(s) and not of Smartcomm.  SMARTCOMM MAKES NO GUARANTEES TO THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT, NOR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification. You agree to indemnify, defend and hold harmless Smartcomm and its directors, officers, members, employees and agents (collectively, "Indemnitees"), and defend any action brought against Indemnitees with respect to any claim, demand, cause of action, debt or liability, including but not limited to reasonable costs and attorneys' fees, arising out of the use of the Site, or the violation of any of the provisions of this Agreement, by you or anyone accessing the Site under your account.

11. Termination / Cancellation. Your only right with respect to any dissatisfaction with (1) this Agreement, (2) Smartcomm's policy or practice in operating the Site, or (3) any content available through the Site or any change therein, is to stop visiting and using the Site. Smartcomm may terminate your use of the Site, including without limitation, your membership in the Site, at any time, in Smartcomm's sole discretion. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that Smartcomm may immediately deactivate or delete your password and user name.  You agree that Smartcomm shall not be liable to you or any third party for any termination of your access to the Site.

12. No Agency. There is no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship intended or created by this Agreement.

13. Updates to Terms of Use. Terms of Use updated as February 22, 2010.

14. Privacy Policy. See Smartcomm's Privacy Policy. 

15. Governing Law and Jurisdiction. This Agreement is entered into in the State of Arizona and is governed by the laws of the State of Arizona and by the federal laws of the United States, without reference to conflict of laws principles.  You agree to the exclusive jurisdiction of the state and federal courts in Maricopa County, Arizona, to adjudicate any dispute arising out of or relating to this Agreement or your use of the Site.  You also expressly consent to the personal jurisdiction of the state and federal courts in Maricopa County, Arizona, for any such action. 

16.  Notices. Any notice required to be given to Smartcomm shall be given via first class mail to:

Alternatively, Smartcomm may give notice to you to the e-mail address you provide to Smartcomm during the registration process or via certified mail, postage prepaid and return receipt requested to the address provided to Smartcomm during the registration process.  In such case, notice shall be deemed given 3 days after the date of mailing.

17. General Provisions. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be stricken from this Agreement and the remaining provisions shall be enforced. Smartcomm's failure to act with respect to any breach of this Agreement by you is not a waiver of Smartcomm's right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to do so is void. Smartcomm shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond its control.  You must comply with all applicable laws and regulations relating to your access to and use of the Site.  This Agreement sets forth the entire understanding and agreement between you and Smartcomm with respect to the subject matter hereof and supersedes any prior understandings or agreements with respect to such subject matter.