These terms of use are entered into between You and Outsmart Technologies, Inc. (“Outsmart”) - a Delaware Corporation. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of (https://outsmartapp.io and https://outsmart-tech.com (hereinafter referred to collectively as “Sites”).
Please read the Terms of Use carefully before you start to use the Sites. By using the Sites, you accept and agree to be bound and abide by these Terms of Use and Outsmart’s Privacy Policy, found at https://outsmartapp.io/privacy-policy/ incorporated herein by reference. lf you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Sites.
Changes to the Terms of Use
Outsmart may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately when they are posted, and apply to all access to and use of the Sites thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Sites.
Your continued use of the Sites following the posting of revised Terms of Use mean that you accept and agree to the changes. You are expected to check this page each time you access the Sites so you are aware of any changes, as they are binding on you.
Sites Access and Account Security
Outsmart reserves the right to withdraw or amend the Sites, and any material Outsmart provides on the Sites, in its sole discretion without notice. Outsmart is not liable if for any reason all or any part of the Sites are unavailable at any time or for any period. From time to time, Outsmart may restrict access to some or all parts of the Sites to users, including registered users.
To access the Sites or some of the resources they offer, you may be asked to provide certain registration details or other information. lt is a condition of your use of the Sites that all the information you provide is correct, current and complete. You agree that all information you provide to register on the Sites or otherwise, including but not limited to through the use of any interactive features on the Sites, is governed by Outsmart’s Privacy Policy https://outsmartapp.io/privacy- policy/ and you consent to all actions Outsmart takes with respect to your information consistent with the Outsmart Privacy Policy.
Intellectual Property Rights
The Sites and their entire contents, features and functionality (including but not limited to all information, software text, displays, images, video and audio and the design, selection, and arrangement thereof) are owned by Outsmart, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Sites for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Sites, except as follows:
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Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
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You may store files that are automatically cached by your Web browser for display enhancement purposes; and
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You may print or download one copy of a reasonable number of pages from the Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
You must not:
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Modify copies of any materials from the Sites;
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Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from these Sites; and
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Access or use for any commercial purposes any part of the Sites or any services or materials available through the Site.
Trademarks
From time to time, Outsmart may become the registered proprietor of trademarks including its logo and all related names, logos, product and service names, designs, and slogans. You must not use such marks without Outsmart’s prior written consent. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners.
Prohibited Uses
You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Reliance on Sites Information
The information presented on or through the Sites is made available solely for general information purposes. Outsmart does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Outsmart disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Sites, or by anyone who may be informed of any of their contents.
Your Information and Sites Visits
All information Outsmart collects on the Sites is subject to its Privacy Policy at https://outsmartapp.io/privacy-policy/
By using the Sites, you consent to all actions taken by Outsmart with respect to your information in compliance with the Privacy Policy.
Disclaimer
You understand that Outsmart cannot and does not guarantee or warrant that files available for downloading from the internet or the Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW OUTSMART WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY OTHER SITE LINKED TO THEM.
YOUR USE OF THE SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK. THE SITES, THEIR CONTENTS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. NEITHER OUTSMART NOR ANY PERSON ASSOCIATED WITH OUTSMART MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY RELIABILITY QUALITY ACCURACY OR AVAILABILITY OF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER OUTSMART NOR ANYONE ASSOCIATED WITH OUTSMART REPRESENTS OR WARRANTS THAT THE SITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, OUTSMART HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW IN NO EVENT WILL OUTSMART, ITS AFFILIATES, ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, AND OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITES, OR ANY SITES LINKED TO THEM, ANY CONTENT ON THE SITES OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACTI OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or wilful misconduct.
The foregoing does not affect any liability that cannot be excluded or limited under applicable law.
Indemnification
You agree to defend, indemnify, and hold harmless Outsmart, its affiliates, licensors, and service providers, and Outsmart’s and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys's fees) arising out of or relating to your violation of these Terms of Use or your use of the Sites, including, but not limited to, your User Contributions, any use of the Sites content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Sites.
Governing Law and Jurisdiction
All matters relating to the Sites and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Arbitration
Any dispute, claim or controversy arising out of or relating to the use of the Sites including disputes arising from or concerning their invalidity, non-performance, termination, breach, or enforcement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by Outsmart of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of by Outsmart to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. lf any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect,
Entire Agreement
The Terms of Use and the Outsmart Privacy Policy constitute the sole and entire agreement between you and Outsmart regarding the Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Sites.