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Terms of Service

SmartSaaS Terms of Service

Definitions
The following terms, when used in these SmartSaaS Terms of Service (“Terms of Service”) will have the following meanings, and any terms capitalized but not defined will have the meaning set forth in the applicable Order (defined below)

      1. “Account”: means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Website;
      2. “Agreement” means these Terms of Service, any Order(s) by which these Terms of Service are incorporated, and any other terms linked or referenced herein.
      3. “Content”: means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;
      4. “SmartSaaS Materials” means the Website, Documentation, Content and any other materials or information (including SmartSaaS’s Confidential Information) delivered or made available by SmartSaaS under this Agreement.
      5. “Confidential Information” means any information of a confidential or non-public nature disclosed by one Party as a disclosing Party to the other Party as a receiving Party that is either designated as confidential or proprietary at the time of disclosure or should be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.
      6. “Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by SmartSaaS to Customer describing the intended operation of the Website.
      7. “Payment Information”: means any details required for the purchase of Services from this Website. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes.
      8. “Services”: means the services available to you through this Website, specifically use of the SmartSaaS proprietary e-learning platform.
      9. “User” / “Users”: means any third party that accesses the Website and is not employed by SmartSaaS and acting in the course of their employment.
      10. “Website”: means the website that you are currently using (smartsaas.io) and any sub-domains of this site unless expressly excluded by their own terms and conditions.
      11. “We/Us/Our”: means SmartSaaS, a company incubated within Lunas Consultancy located at 2967 Dundas St. W. #13 Toronto, Ontario M6P 1Z2.

Services

      1. License to the Services. Subject to the terms and conditions of this Agreement, SmartSaaS hereby grants to Customer, during the applicable Term, a non-exclusive, non-sublicensable, non-transferable right to access and use the Website in accordance with the Documentation.
      2. Customer Limitations. The rights granted herein are subject to the following restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, translate, modify, create derivative works of the Website or Documentation; (b) create, derive, access, inspect or permit or assist any third party to create, access, inspect or derive data or datasets in the Website; (c) copy or reproduce the SmartSaaS Materials, except to the extent necessary to exercise the licensed use of the same hereunder; (d) attempt to probe, scan or test the vulnerability of the Website, breach the security or authentication measures of the Website without proper authorization or willfully render any part of the Website unusable; (e) use or access the Website to develop a product or service that is competitive with the Website or engage in competitive analysis or benchmarking; (f) transfer, distribute, sell, resell, lease, license, sublicense, operate as a service for or on behalf of others, or otherwise assign the Website or otherwise offer access to the Website to a third party; (g) circumvent or otherwise interfere with any authentication or security measures of the Website or otherwise interfere with or disrupt the integrity or performance of the Website; (h) export the SmartSaaS Materials or technical data or any copy, portions or direct product thereof to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (i) transmit unlawful, infringing or harmful data or code, or any data or code that Customer is not authorized to transmit, either to or from the Website; or (j) otherwise use the Website except as expressly permitted hereunder and in the Order. Customer acknowledges that SmartSaaS may, but is under no obligation to, monitor Customer’s use of the Website.
      3. Reservation of Rights. Except as expressly granted in this Agreement, SmartSaaS does not grant to Customer any license or rights (by implication, estoppel, or otherwise) in the SmartSaaS Materials. All other rights are expressly reserved by SmartSaaS. Notwithstanding anything herein to the contrary, all rights in and to the Website and Documentation are licensed and not sold or transferred. Customer will include on any copies it makes of the Documentation any copyright notices or proprietary legends contained within the same..

Accounts

      1. In order to procure Services on this Website and to use certain other parts of the System, you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website as We may not require payment information until you wish to make a purchase. By continuing to use this Website you represent and warrant that:
        • all information you submit is accurate and truthful;
        • you have permission to submit Payment Information where permission may be required; and
        • you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.
      2. It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
      3. If you have reason to believe that your Account details have been obtained by another person without consent, you should contact Us immediately to suspend your Account and cancel any unauthorized orders or payments that may be pending. Please be aware that orders or payments can only be canceled up until provision of Services has commenced. In the event that an unauthorized provision commences prior to your notifying Us of the unauthorized nature of the order or payment then you shall be charged for the period from the commencement of the provision of services until the date you notified us and may be charged for a billing cycle of one month.

Termination and Cancellation of Accounts

      1. Either SmartSaaS or you may terminate your Account. If We terminate your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, We reserve the right to terminate without giving reasons.

Intellectual Property

      1. Subject to the exceptions in Third Party Intellectual Property of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of SmartSaaS, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United States and International intellectual property and other laws.
      2. Subject to Fair Use of Intellectual Property you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given Our express written permission to do so.

Third Party Intellectual Property

      1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
      2. Subject to Fair Use of Intellectual Property you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

Fair Use of Intellectual Property

      1. Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

Links to Other Websites

      1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of SmartSaaS or that of Our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Pricing and Availability

      1. Whilst every effort has been made to ensure that all general descriptions of Services available from SmartSaaS correspond to the actual Services that will be provided to you, We are not responsible for any variations from these descriptions as the exact nature of the Services may vary depending on your individual requirements and circumstances. This does not exclude Our liability for mistakes due to negligence on Our part and refers only to variations of the correct Services, not different Services altogether. 
      2. Where appropriate, you may be required to select the required Plan of Services.
      3. We neither represent nor warrant that such Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on the Website.
      4. All pricing information on the Website is correct. We reserve the right to change prices and alter or remove any special offers from time to time and as necessary.

Orders and Provision of Services

      1. No part of this Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you an order confirmation email. Only once We have sent you an order confirmation email will there be a binding contract between SmartSaaS and you.
      2. Order confirmations will be sent to you before the Services begin and shall contain the following information:
        • Confirmation of the Services ordered including full details of the main characteristics of those Services;
        • 13.2.2 Fully itemized pricing for the Services ordered including, where appropriate, taxes, delivery and other additional charges;
        • Relevant times and dates for the provision of the Services;
        • User credentials and relevant information for accessing those services.
      3. If We, for any reason, do not accept your order, no payment shall be taken under normal circumstances. In any event, any sums paid by you in relation to that order will be refunded within 30 calendar days.
      4. Payment for the Services shall be taken via your chosen payment method, immediately for any setup fee that corresponds to the service plan you purchased and at the same day of each subsequent month (“billing cycle”) for charges accrued during the previous month (“billing cycle”) AND/OR as indicated in the order confirmation you received.
      5. We aim to fulfill your Order within 7 working days or if not, within a reasonable period following your Order, unless there are exceptional circumstances. If we cannot fulfill your Order within a reasonable period, we will inform you at the time you place the Order by a note on the relevant web page or by contacting you directly after you place your Order. Time is not of the essence of the Contract, which means we will aim to fulfill your Order within any agreed timescales but this is not an essential term of the Contract and we will not be liable to you if we do not do so. 
      6. SmartSaaS shall use all Our reasonable endeavors to provide the Services with reasonable skill and care, commensurate with best trade practice.

How We Use Your Personal Information (Data Protection)

    1. All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
    2. We may use your personal information to:
      • Provide Our Services to you;
      • Process your payment for the Services; and
      • Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.
    3. In certain circumstances (if, for example, you wish to purchase Services on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
    4. We will not pass on your personal information to any other third parties without first obtaining your express permission.

Age Restrictions

  • Persons under the age of 18 should use this Website only with the supervision of an Adult. Payment Information must be provided by or with the permission of an Adult.

Proprietary Rights and Confidentiality

    1. Proprietary Rights. As between the Parties, SmartSaaS exclusively owns all right, title and interest in and to the SmartSaaS Materials. Nothing in the Agreement or any attachment hereto shall be understood to prevent SmartSaaS from developing work product or deliverables similar to the SmartSaaS Materials for other customers.
    2. Feedback. Customer may from time to time provide SmartSaaS suggestions or comments for enhancements or improvements, new features or functionality or other feedback with respect to the SmartSaaS Materials or SmartSaaS’s other products and services (“Feedback”). Customer hereby grants SmartSaaS a perpetual, irrevocable, non-exclusive, fee-free, fully-paid, freely transferable, freely sublicensable right and license to use and exploit the Feedback for any purpose.
    3. Confidentiality. Each Party agrees that it will use the Confidential Information of the other Party solely to perform its obligations and exercise its rights under this Agreement and it will not disclose, or permit to be disclosed, the same, except as otherwise permitted hereunder. However, either Party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives (collectively, “Representatives”) who have a need to know and are legally bound to keep such information confidential by confidentiality obligations with respect to the Confidential Information of the other Party consistent with those of this Agreement (provided that the Party disclosing the Confidential Information to its Representatives shall be responsible for any actions of its Representatives); and as required by law (in which case the receiving Party will provide the disclosing Party with prior written notification thereof, will provide the disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). The obligations of confidentiality in this Section shall not apply to information that: (a) is or becomes generally known or publicly available through no fault of the receiving Party; (b) was properly known to the receiving Party, without restriction, prior to disclosure by the disclosing Party; (c) was properly disclosed to the receiving Party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. Each Party agrees to exercise due care in protecting the Confidential Information of the other Party from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the licenses contained herein, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Notwithstanding anything to the contrary herein, nothing herein limits or restricts SmartSaaS’s right or ability to use data regarding the performance, availability, usage, integrity and security of the Website

Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, SMARTSAAS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, OR ACCURACY OF RESULTS. SMARTSAAS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ANY PARTICULAR DEVICE, OR THAT ANY INFORMATION PROVIDED BY OR THROUGH THE SERVICE WILL BE ACCURATE OR COMPLETE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CUSTOMER BEARS ALL RESPONSIBILITY, AND SMARTSAAS WILL HAVE NO LIABILITY FOR DECISIONS BASED ON ANY CUSTOMER DATA, OR ANY OTHER INFORMATION PROVIDED TO CUSTOMER VIA THE SERVICE OR BY SMARTSAAS.

Indemnification

    1. By SmartSaaS. SmartSaaS shall: (i) defend, or at its option settle, any claim brought against Customer by a third party to the extent it alleges that Customer’s use, as authorized in the Agreement, of the SmartSaaS Materials provided to Customer hereunder infringes or misappropriates the intellectual property rights of any third party (a “Claim”); and (ii) pay any damages awarded in a final judgment (or amounts agreed in a monetary settlement) for any such Claim defended by SmartSaaS, provided that Customer provides SmartSaaS with (1) prompt written notice of, (2) sole control over the defense and settlement of, and (3) all information and assistance reasonably requested by SmartSaaS in connection with the defense or settlement of, any such Claim. If any intellectual property infringement Claim is brought or threatened, SmartSaaS may, at its sole option and expense: (w) procure for Customer the right to continue to use the SmartSaaS Materials; (x) modify the SmartSaaS Materials, as applicable, to make it non-infringing; (y) replace the affected aspect of the infringing SmartSaaS Materials with non-infringing technology having substantially similar capabilities; or (z) if none of the foregoing is commercially practicable, terminate the Agreement. Notwithstanding the foregoing, SmartSaaS will have no liability to Customer: for any use of the Website in combination with software, products or services not provided by SmartSaaS; to the extent that the Website would not be infringing but for such combination or modification; for Customer’s failure to use the Website in accordance with the Agreement; or for any claims arising from or related to Customer Data.
    2. Disclaimer. THIS SECTION STATES THE ENTIRE LIABILITY OF SMARTSAAS, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY SMARTSAAS, THE SMARTSAAS MATERIALS, OR ANY PART THEREOF.
    3. By Customer. Notwithstanding anything to the contrary in This Section, Customer shall defend or, at its option, settle, any claim brought against SmartSaaS by a third party: (i) alleging that the use by or on behalf of SmartSaaS of the Customer Data in accordance with the Agreement violates a third party’s rights or any laws; (ii) arising out of the use of the Website in violation of applicable law; or (iii) arising out of the business of Customer. Customer will indemnify SmartSaaS for all costs, liabilities, damages, and expenses incurred by SmartSaaS (or the amount of any settlement entered into or approved in writing by Customer) with respect to such a claim. SmartSaaS shall provide Customer with: (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim.

Limitation of Liability
EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S BREACH OF (1) ITS REPRESENTATIONS AND WARRANTIES, OR (2) THE LICENSE OR CONFIDENTIALITY RESTRICTIONS HEREUNDER, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT.

Publicity
SmartSaaS may use Customer’s name and/or logo to show that Customer is a customer of SmartSaaS for marketing or promotional purposes on SmartSaaS’s website, in a case study, and in other communication with existing or potential SmartSaaS customers.

Compliance with Laws
Customer warrants that its use of the SmartSaaS Materials will comply in all respects with all applicable laws in connection with the Agreement, including without limitation the U.S. Export Administration Regulations and sanctions regulations administered by the U.S. Treasury Department.

Miscellaneous
SmartSaaS may amend these Terms of Service from time to time, in which case the new Terms of Service will supersede prior versions. SmartSaaS will notify Customer not less than thirty (30) days prior to the effective date of any such amendment and Customer continued use of the Website following the effective date of any such amendment may be relied upon by SmartSaaS as Customer’s consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement. This Agreement comprises the entire agreement between Customer and SmartSaaS with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). Except for the obligation to pay money, neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations, other than any obligations to make payments hereunder, due to causes beyond its reasonable control, including earthquake, flood, pandemic, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree. The Website shall constitute “commercial” computer software. Government technical data and software rights related to the Website include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Customer-Side Application) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Customer-Side Application or Computer Customer-Side Application Documentation). Customer shall not assign, sublicense, or otherwise transfer, by agreement or operation of law, the rights or licenses granted to it hereunder without the prior written consent of SmartSaaS, which consent shall not unreasonably be withheld, and all assignments in violation of this prohibition shall be null and void. This Agreement shall be governed by the laws of the State of California without reference to conflicts of law principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. In any dispute arising out of this Agreement, SmartSaaS and Customer each consent to the jurisdiction of both the state and federal courts and agree to bring any actions arising out of this Agreement in such courts. If. any provision or clause of this Agreement is held unenforceable, the remainder of this Agreement will continue in full force and effect. SmartSaaS may use subcontractors or otherwise delegate aspects of its performance under the Agreement; provided that SmartSaaS shall remain responsible hereunder for any such subcontractor’s performance and their acts and omissions. The relationship between the parties shall be that of independent contractors. Nothing contained herein shall be construed so as to create a joint venture, partnership, or agency between the parties hereto. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, email to an authorized representative of a party expressly referencing this Section 12, or by overnight delivery. Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courier service, 3 days after deposit in certified mail, or upon acknowledgment of receipt of an email.