Welcome to the terms of use (“Terms of Use”) of Smith Assembly Inc. (“we”, “us”, “our”). We create meaningful hands-on workshops. Here we’ll explain the terms and conditions under which we provide our Website, onsite workshops, online workshops, client portal (the “Portal”), and any other related content or services to you (collectively, and inclusive of the Website and Portal, our “Services”).
Please read these Terms of Use carefully. By accessing and using the Services, you agree to be bound by these Terms of Use and our Privacy Policy. Please do not access or use the Services if you do not agree with these Terms of Use or our Privacy Policy.
1. Overview
- Changes to Terms of Use
- Subscriptions
- Log-In Information
- Availability of the Services
- Using the Services
- IP Rights
- Submitted Content and Feedback
- Electronic Messaging
- Third-Party Materials
- Disclaimers
- Limitation of Liability
- Indemnification
- General
2. Changes to Terms of Use
We may update these Terms of Use at any time, without notification to you. Any changes will become effective upon our posting of the revised Terms of Use on this page. It is your responsibility to review these Terms of Use periodically for changes. By continuing to use the Services after any such changes, you accept the Terms of Use as amended.
3. Subscriptions
(a) Subscriptions. Access to our workshops and Portal requires the purchase of a single workshop, a package of 2 or 4 workshops, or a subscription to a series of workshops (the “Subscription”). Subscription pricing may vary based on term duration and/or team size. Our prices may change from time to time. Any changes in price will not affect a Subscription that you have already purchased. However, changes in price may apply to a subsequent renewal or new Subscription.
(b) Renewals. Upon each expiry of your Subscription, it will automatically renew for another term, unless you provide written notice to us at least 7 days prior to the expiry of the current term. To provide us with notice, please contact us as provided in Section 14(k).
(c) Cancellations. You may cancel your Subscription for any reason within 14 days from the date of purchase. To cancel a subscription, please contact us as provided in Section 14(k).
4. Log-In Information
You may be required to register for the Services, and be asked to choose a username, password, and provide various information (the “Log-In Information”). You are responsible for safeguarding and maintaining the confidentiality of any such Log-In Information and restricting access to your computer or other Internet-enabled devices from any other person. We are not responsible to you for any loss that you suffer as a result of an unauthorized person using your Log-In Information.
5. Availability of the Services
You acknowledge and agree that we do not provide, and are not responsible for, ensuring the operability of your hardware, software, or any other equipment or technological needs required to access or use any of the Services. You acknowledge and agree that we are not responsible for any charges that you incur through the use of the Portal or Services, including, but not limited to, all data charges.
We cannot guarantee that the Services will be available all of the time, at any given time, or that we will continue to offer all or any of our Services for any particular length of time. Although we strive to provide the most reliable Services possible, interruptions and delays in accessing the Services are unavoidable and we disclaim any liability for damages resulting from such problems. We make no warranty or representation regarding the availability of our Services and reserve the right to modify or discontinue any Services in our sole discretion without notice, including for example, ceasing a Service for economic reasons due to a limited number of users, for technical reasons, or to allow us to improve user experience.
6. Using the Services
(a) Responsible Use. When using the Services, you will not:
(i) introduce any virus or other malicious or destructive code, software, denial of service attack, or components designed to permit unauthorized access to the Services, or to otherwise cause any harm;
(ii) use the Services to conduct any unlawful activities;
(iii) access or attempt to access any other person’s Log-In Information without permission;
(iv) attempt to gain unauthorized access to the Services or computer systems or networks connected to the Services, through hacking, password or data mining, or any other means to circumvent security procedure;
(v) copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which any Services are based;
(vi) use the Services in any way that is detrimental to us, our goodwill, or public image, as determined in our sole discretion;
(vii) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason;
(viii) use any information made available through the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
(ix) create products or perform services which compete or interfere with our Services; or
(x) use the Services for commercial purposes or for any use not expressly permitted by these Terms of Use, without our prior written consent.
(b) Our Remedies. If you use any of our Services contrary to these Terms of Use, we may, without limiting any other remedies available to us: (i) suspend your access to the Services; or (ii) cancel your Subscription and terminate your access to the Services.
7. IP Rights
(a) Ownership. All content created and posted by us, and the design, layout, appearance, trademarks, service marks, and logos contained on our Services (collectively, the “Company Content”) are owned by us or licensed to us. We do not give anyone any rights in and to our Services and the Company Content, unless expressly stated in these Terms of Use or otherwise in writing. We reserve the right to withdraw or modify any Services and/or Company Content at any time without notice.
(b) Authorization. Provided that you comply with these Terms of Use, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services for your own internal, team-building purposes. Except as otherwise provided in these Terms of Use, no part of the Services may be copied, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium, for any commercial use without our prior written consent.
(c) Updates. We may from time to time, in our sole discretion, develop and provide updates to the Services, which may include upgrades, error corrections, or new features (collectively, the “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Services. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Where applicable, you will promptly implement all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms of Use.
8. Submitted Content and Feedback
You may be able to upload, submit, or send certain information through the Services (the “Submitted Content”). Our use of your Submitted Content is subject to any limitations in our Privacy Policy.
(a) License to Submitted Content. By providing Submitted Content through your use of the Services, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform any Submitted Content. You represent and warrant that you have all necessary rights to the Submitted Content, including the right to assign or grant a license to your rights.
(b) Feedback. We welcome your feedback regarding our Services. If you wish to provide suggestions, comments, ideas, improvements, or other information or materials to us in connection with the Services and/or the Company Content (collectively, the “Feedback”), you grant us an irrevocable, non-exclusive, perpetual, royalty-free, fully paid right to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit the Feedback in any manner. Please feel free to contact us via the Client Feedback Form or at team@smithassembly.com.
9. Electronic Messaging
If you provide an e-mail address or mobile phone number to us, you agree that we may send you communications with information relating to the Services. You may not opt out of receiving certain communications that are necessary for us to provide requested services. However, you may opt out of receiving other types of communications from us by contacting us as provided in Section 14(k), or by clicking “unsubscribe” (as may be applicable). You acknowledge that opting out of receiving certain communications may impact your use of the Services.
10. Third-Party Materials
We may use third-party services and products in order to provide our Services to you. We may also provide links to other websites through our Services (collectively, the third-party services, products and links are known as the “Third-Party Materials”). The Third-Party Materials will be governed by third-party policies, and may provide content and other information from various persons. We are not responsible for the nature, quality, or accuracy of the Third-Party Materials, and we do not investigate or monitor them for quality, accuracy, or completeness. The inclusion of any Third-Party Materials in our Services does not express our endorsement of the Third-Party Materials or any of the content or information expressed therein. Your use of the Third-Party Materials is at your sole risk and liability.
11. Disclaimers
WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF ANY OF THE SERVICES. WE RESERVE THE RIGHT TO SUSPEND OR TERMINATE ANY PORTION OF OUR SERVICES AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT NOTICE.
THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO ANY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF UPTIME, QUALITY, NON-INTERRUPTION, NON-INFRINGEMENT, MERCHANTABILITY, ERROR-FREE OPERATION, VIRUS FREE-OPERATION, AND FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF ANY OF THE SERVICES IS AT YOUR SOLE RISK.
WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH ANY APPLICATION THAT CAN BE ACCESSED FROM A LINK THROUGH OUR SERVICES, OR FEATURED IN ANY ADVERTISING ON OUR SERVICES, AND WE WILL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH A THIRD PARTY.
THIS SECTION 11 WILL APPLY TO THE FULLEST EXTEND PERMITTED BY APPLICABLE LAW.
12. Limitation of Liability
WE ARE NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICES OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA OR ANY OTHER MONETARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE, ANY OF THE SERVICES). THESE LIMITATIONS WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL LIABILITY UNDER THESE TERMS OF USE IS LIMITED TO THE TOTAL AMOUNT OF FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ANY CLAIM. TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTION WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THIS SECTION 12 WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification
You will indemnify and hold us, our affiliates, and each of our officers, directors, employees, and agents, harmless from and against any and all claims, threats, actions, proceedings, demands, damages, losses, obligations, costs, and expenses (including reasonable attorneys’ fees), made by any third party due to or arising out of your use or misuse of any of our Services, any violation by you of these Terms of Use, or any violation by you of any rights of another (including, but not limited to, all intellectual property rights and rights of publicity, personality, or privacy).
14. General
(a) Entire Agreement. These Terms of Use and the Privacy Policy, as amended from time to time, constitute the entire agreement between you and us regarding your use of the Services.
(b) Headings. The section headings in these Terms of Use are for convenience only and will not be used in interpreting any part of these Terms of Use.
(c) Force Majeure. Any delay in the performance by us of any obligations will not be considered a breach of the Terms of Use if such delay is caused by circumstances beyond our reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems (other than those involving our employees), failures of common carriers (including Internet service providers), or denial of service attacks.
(d) Assignment. We may transfer (assign) our rights and obligations under these Terms of Use, in whole, or in part, at any time, with or without notice to you. You may not transfer (assign) your rights or duties under these Terms of Use, either in whole or in part, without our prior written consent.
(e) Successors. These Terms of Use will be binding upon us, you, and each of our heirs, successors, and permitted assigns, as applicable.
(f) Non-Waiver. Our failure to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. Waivers will not be effective unless in writing and duly authorized by one of our officers or directors.
(g) Severability. If any provision of these Terms of Use is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will not affect the validity or enforceability of any other provision of the Terms of Use which will remain in full force and effect.
(h) Language. These Terms of Use were written in English. To the extent any translated version of these Terms of Use conflicts with the English version, the English version will govern.
(i) Governing Law. These Terms of Use have been made in and will be construed and enforced in accordance with the laws of the jurisdiction of the Province of British Columbia, Canada and you irrevocably consent to submit to the exclusive jurisdiction of the courts of British Columbia, Canada for any claim, proceeding or action under these Terms of Use. The foregoing will not prevent us from enforcing these Terms of Use in any other jurisdiction if we so choose.
(j) Trial and Class Action Waiver. YOU AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY, OR TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST US RELATED TO THE SERVICES OR THESE TERMS OF USE.
(k) Contact. Please feel free to contact us if you have any questions about these Terms of Use at team@smithassembly.com.