Terms of Service
Thank you for using Smartoo. By using or signing up to Smartoo’s websites or services, you agree that you have read, understood and are bound to our Terms of Service, which is a legal agreement. If you are using Smartoo for an organization, you are agreeing on behalf of that organization.
For the purposes of these Terms of Service, when we mention;
“the company”, “we,” “our,” or “us,” we’re referring to Xenyo Limited, a company incorporated in Hong Kong, our employees, directors, officers, affiliates, and subsidiaries.
“Websites,” we mean our websites located at smartoo.io and smto.io, including all subdomains and sites associated with those domains, and other websites that we operate now and in the future.
“Services,” we mean our Websites, Application Programming Interfaces (APIs), applications, our content, and various third-party services that make up Smartoo.
“Smartoo,” we mean our Websites and Services collectively.
“information,” we mean all of the different forms of data that you provide us and that we collect from you from your use of the Services, your software, and your devices.
To use Smartoo, you must;
(a) be at least thirteen (13) years of age;
(b) complete the registration process;
(c) provide current and accurate information;
(d) agree to these Terms; and
(e) promise to follow these rules:
- You are responsible for all content you provide and your activities on Smartoo;
- You will use Smartoo in compliance with all applicable laws, rules, and regulations;
- You will not use Smartoo to solicit the performance of any activity which infringes our rights or the rights of others; and
- You will not use Smartoo to upload, transmit, or otherwise distribute any objectionable content, as solely determined by us.
If you break any of your promises above or any of the rules in these Terms, we may terminate your account. Your actions may also subject you to legal consequences.
As long as you comply with our Terms of Service, we grant you a non-exclusive, non-transferable, limited privilege to use Smartoo. Your use of Smartoo is at your own risk.
3. Intellectual Property
You own your content. We do not represent any ownership or claim any intellectual property rights over the information that you provide or that is provided to us.
We own Smartoo and our Services. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of Smartoo, our Services, or our content on Smartoo without our written permission.
You shall grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into Smartoo or otherwise use any suggestions, enhancement requests, recommendations or other feedback that we receive from you or your agents.
4. Passwords and Accounts
You’re responsible for keeping your account name and password confidential and safe. You’re also responsible for any account that you have access to. You agree to notify us immediately of any unauthorized use of your account(s).
You assume full responsibility for any loss or damage you may incur due to failure to safeguard your account details or passwords.
5. Payment Terms
A valid credit card is required for paying accounts.
All plans are billed advance on a monthly or yearly recurring basis. Payments are non-refundable.
During the beta period or free trial, registered users may use the services for the beta or trial period. An upgrade from the free trial to any paying plan will end your free trial. You will be billed for your first month or year immediately upon upgrading.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
Downgrading your Service may cause the loss of content, features, or capacity of your account. The Company does not accept any liability for such loss.
Our service is billed in advance on a monthly or annual basis and is non-refundable. There are no refunds or credits for partial use of service, upgrade/downgrade refunds, or refunds for unused service with an open or closed account. In order to treat everyone equally, no exceptions will be made.
For all accounts, there are no refunds or credits for changes to your account or changes to the number of seats in your plan.
We reserve the right to change service fees upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to Smartoo or by email.
6. Cancellation and Termination
You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by going to Company Settings and closing your account. An email or phone request to cancel your account is not considered cancellation. You will not be charged after cancellation. There is no cancellation fee.
In the event of cancellation or termination your account will be immediately disabled, and your account and information cannot be recovered once the account is closed. We retain the right to retain or delete data provided to us by you at our sole discretion.
We also reserve the right, but do not have any obligation, to refuse service to anyone and close your account(s) without notice for any or no reason at all.
7. API Terms
You may access your Smartoo account data using the Smartoo API (Application Programming Interface). Any use of the API, including use of the API through a third-party product that accesses Smartoo, is bound by these Terms.
You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages) resulting from your use of the API or third-party products that access your data via the API.
Abuse or excessively frequent requests to Smartoo via the API may result in the temporary or permanent suspension of your access to the API. We may, at our sole discretion, determine abuse or excessive usage of the API. We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
8. General Conditions
We will not be liable for any delay, difficulty in use, inaccuracy of information, computer viruses, malicious code or other defect in this website and the services. no license to the user is implied in these disclaimers.
We may discontinue or make changes in the information, products or services described herein or made available on the website at any time without prior notice to you and without any liability.
The Website may be interfered with by numerous factors outside our control, including but not limited to Internet disruptions, and failures of any data or telecommunications equipment, system or network used in connection with the Website. We assume no liability for disruptions of the Website or the Service.
You acknowledge that the entire risk arising out of the use and performance of the Website and the Service, remains with you to the maximum extent permitted by law.
We do not guarantee that the website is secure or impregnable. We will not be responsible in the event of security breach or infiltration of its security systems.
You agree to indemnify and hold us harmless from any and all demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of or in connection with your use of Smartoo.
10. Representations and Warranties
To the maximum extent permitted by law, we provide Smartoo on an “as is” and “as available” basis. We don’t provide warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose and to any warranties that
- Smartoo will meet your specific requirements,
- Smartoo will be uninterrupted, timely, secure, or error-free,
- the results that may be obtained from the use of Smartoo will be accurate or reliable,
- the quality of any products, services, information, or other material purchased or obtained by you through Smartoo will meet your expectations, and
- any errors in Smartoo will be corrected.
11. Limitation of Liability
To the fullest extent permitted by law, you assume full responsibility for and we disclaim liability to you for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if we had been advised of the possibility of such damages.
We disclaim any and all liability for the acts, omissions, and conduct of any third parties related to your use of Smartoo and any linked sites and services. Your sole remedy against us for dissatisfaction with Smartoo is to stop using Smartoo. This limitation of relief is a part of the bargain between you and us. The preceding disclaimer applies to any damages, liability, or injuries whether for breach of contract, tort, negligence or any other cause of action.
If, notwithstanding the other provisions of the Terms, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Website or any of our Services, our liability shall not exceed what you paid us for the Services in the previous month.
Since some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, portions of the above limitation or exclusion may not apply to you.
You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our Websites and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided by you to us from time-to-time. We don’t want to list you if you don’t want to be listed, so if that’s the case, please send an email to [email protected] stating that you do not wish to be used as a reference.
13. Governing Law; Dispute Resolution
You agree that all matters relating to your access to or use of Smartoo, including all disputes, will be governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region without regard to its conflicts of laws provisions. You agree that the courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and waive any objection to such jurisdiction or venue. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.
No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Websites or Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
14. Force Majeure
You agree that we are not liable for any delays or failure in performance of any part of the Services, from any cause beyond our control.
If one or more sections of the Terms are held unenforceable, then those sections will be removed or edited as little as necessary, and the rest of the Terms will still be valid and enforceable.
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
17. No Waiver
Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
18. Entire Agreement
These Terms and all documents incorporated into these Terms by reference constitute the entire agreement between you and us and govern your use of Smartoo, superseding any prior agreements between you and us (including, but not limited to, any prior versions of the Terms of Service).
We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms, at any time. Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. Unless explicitly stated otherwise, any new features that augment or enhance Smartoo shall be subject to the Terms.
It is your responsibility to check the Terms periodically for changes. Your continued use of Smartoo following the posting of changes will mean that you accept and agree to the changes.
We reserve the right to do any of the following, at any time, without notice to you:
- to modify, suspend or terminate operation of or access to Smartoo, or any portion of Smartoo for any reason;
- to modify or change Smartoo, or any portion of Smartoo, and any applicable policies or terms; and
- to interrupt the operation of Smartoo, or any portion of Smartoo, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
If you have any questions regarding this Terms of Service, please contact us by email at [email protected] .