1. SmartNotes Services; Requirements; Support

SmartNotes is a notes pages manager add-in for Microsoft PowerPoint. Licenses for use are granted to any individual, employee or company who downloads and installs the SmartNotes software with a valid SmartSuite-approved registered account (“account”). 

SmartNotes requirements are a PC computer (non-Apple) and can be used for any personal or business purposes with an active account and a properly activated license for the Microsoft product(s) with which the SmartNotes add-in is intended to be used.  These Terms are not an implied license for any Microsoft product.  Furthermore, you agree to hold and maintain proper Microsoft licenses for the Microsoft product that will be used in conjunction with the SmartNotes add-in. If you no longer maintain such Microsoft license, the rights granted to you in these Terms with respect to SmartNotes shall be deemed revoked.   

SmartSuite is under no obligation to provide any technical support under these Terms, or to otherwise continue to develop, productize, support, repair, or improve the Services.  SmartSuite provides no assurances that any specific errors or discrepancies in the Services will be corrected.

2. Eligibility

You must be at least 18 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3. User Accounts and Account Security

We may require you to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not: 

• Use or attempt to use another user’s account without authorization from that user and SmartSuite;
• Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Services;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; 
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; 

Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our

• Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; 
• Develop or use any applications that interact with our Services without our prior written consent;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You are responsible and liable for all content posted to the Services and any activity that occurs on your account, even when content is posted by, or activities are conducted by, others who have access to your account. Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any SmartSuite customer, employee, member, or officer will result, in our discretion, in immediate account termination.

You are not allowed to modify or adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Services. SmartSuite may, but has no obligation to, remove accounts containing information that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s intellectual property or these Terms.

Enforcement of this Section 4 is solely at SmartSuite’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.  In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

5. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by SmartSuite or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

6. Trademarks

SmartSuite, SmartNotes, and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of SmartSuite and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. 

7. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about SmartSuite or our Services, including reports of any known bugs, issues or defects by way of the report link at www.smartsuitetech.com (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in SmartSuite’s sole discretion. You understand that SmartSuite may treat Feedback as nonconfidential. 

8. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. SmartSuite does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

9. Fees

Some portions of our Services require payment and this Section 9 applies to them.

All Sales are Final.  Except as expressly set forth in the below section entitled “Limited Refunds,” all orders are final once submitted and may not be cancelled or changed. You are not entitled to a refund for any orders you submit. For clarity, there will be no refunds or credits for partial months of service, or refunds for months unused with an open account. We may provide, at any time and for any reason and in our sole discretion, refunds, discounts or other consideration to some or all of our users, including in connection with the below section entitled “Limited Refunds.” The provision of any such consideration in one instance does not entitle you to credits in the future for similar instances, nor does it require us to provide any consideration in the future. 

Limited Refunds.  Notwithstanding the above, with respect to certain services designated by SmartSuite in its sole discretion, you may be entitled to a full refund if you request a refund within ten (10) days of purchase by replying to your invoice and requesting a refund or by emailing your request to orders@smartsuitetech.com.  Such refunds are subject to SmartSuite’s sole discretion.  

Freemium.  “Freemium” subscription plans require a valid credit card to authorize the account, however SmartSuite will not charge the card unless the plan is changed to a paid plan by the account holder. SmartSuite has the right to discontinue, in its sole discretion, the “Freemium” plan at any time. “Freemium” plans cannot be updated with features that are only available to paid subscription plans.  “Freemium” plans for SmartNotes have capability limitations of 15 slides.

Paid Renewing Subscriptions.  The paid portions of our Services may require enrollment in a payment plan which may involve automatic renewal (a “Recurring Subscription”). By purchasing such Services, you authorize us or our third-party payment service provider to maintain your payment information and charge your on-file payment method automatically upon each renewal with no further action required by you. You further agree to be bound by these terms and the terms of our third-party payment service provider that may be modified from time to time. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew for the duration of your subscription period unless you cancel it. You may cancel your subscription at any time by logging into your account at www.smartsuitetech.com, or by emailing us at orders@smartsuitetech.com. Following any cancellation before the end of the current subscription period, you may continue to have access to the paid Services through the end of your current subscription period or received a refund, subject to the terms in the section above entitled “Limited Refunds.”  

Payment and Billing.  By providing a payment method that we accept, you represent and warrant that you are providing accurate and complete information and are authorized to use that payment method and that you authorize us (or our third-party payment service provider) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid, or otherwise not acceptable, your use of our Service that requires payment may be suspended or cancelled. You must resolve any problem we encounter in relation to the payment method you select in order to proceed with your use of paid Services.

Price Changes. We reserve the right to adjust pricing for any paid portion of our Services in any manner and at any time. Price changes won’t apply to Services that you have already ordered, and such price changes will apply at the next billing cycle unless you cancel or terminate in accordance with the terms in this section. We will notify you of updated pricing in advance, electronically, generally through the email you used to register your account; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable paid Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least 10 calendar days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and we will charge your designated payment method on the first day of the renewal of the subscription term. 

Process and Taxes.  All payments and payment information and licensing information and validation for SmartSuite are handled by a third-party payment service provider. SmartSuite holds no credit card information of any users; however, you acknowledge and agree that our third-party payment service provider may store credit card information in order to process payments for your Recurring Subscription in accordance with the terms in this section. All fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.

Overdue Accounts.  You authorize SmartSuite to charge a late fee on delinquent payments at our sole discretion. Any late fee assessed will be the lesser of (i) the maximum amount chargeable by law or (ii) one and one-half percent (1½%) per month on the unpaid balance due. Dispute of a portion of your invoice(s) does not suspend or limit your obligation to pay the undisputed portion. If you fail to make timely and sufficient payment within fifteen (15) days after the due date, SmartSuite reserves the right to immediately suspend the Services and terminate the term of the Agreement for breach, in addition to any other available rights and remedies to us, and in such event your payment and other obligations hereunder shall survive such termination. You must notify us in writing at orders@smartsuitetech.com to submit all claims over any disputed items or over any credit or adjustment sought, no later than sixty (60) days following the receipt of each invoice.

Payment Disputes.  You agree that all requests for chargebacks, errors, claims, refunds, and disputes (“Payment Disputes”) will be subject to review by us, in our sole discretion, in accordance with the rules applicable to the payment method you used. We are not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will process your valid written Payment Dispute request in accordance with our Terms or otherwise applicable law as soon as practicable. You may file a Payment Dispute by emailing us at orders@smartsuitetech.com. If you close or deactivate your account before we adjudicate your Payment Dispute, we may not be able to return any amounts you are owed. We will attempt to pay you any Payment Dispute amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, cancelled or not available otherwise. We reserve the right to restrict or suspend your access to our Services if we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity or your actions result, or are likely to result in a Payment Dispute, a violation of these Terms, or create other risks to us or our third-party payment service providers.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless SmartSuite and our officers, directors, agents, partners and employees (individually and collectively, the “SmartSuite Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify SmartSuite Parties of any third-party Claims, cooperate with SmartSuite Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the SmartSuite Parties will have control of the defense or settlement, at SmartSuite ‘s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and SmartSuite or the other SmartSuite Parties.

11. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, SmartSuite does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While SmartSuite attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

12. Limitation of Liability

To the fullest extent permitted by applicable law, SmartSuite and the other SmartSuite Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if SmartSuite or the other SmartSuite Parties have been advised of the possibility of such damages.

The total liability of SmartSuite and the other SmartSuite Parties for any claim arising out of or relating to these Terms or our Services (except for any Services subject to “Freemium” subscription plans, for which the SmartSuite Parties disclaim any and all liability), regardless of the form of the action, is limited to the greater of (a) $100 and (b) the amount paid by you to use our Services in the twelve months prior to the claim.

The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of SmartSuite or the other SmartSuite Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

13. Release

To the fullest extent permitted by applicable law, you release SmartSuite and the other SmartSuite Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

15. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with SmartSuite and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial. 

No Representative Actions. You and SmartSuite agree that any dispute arising out of or related to these Terms or our Services is personal to you and SmartSuite and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or SmartSuite seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you SmartSuite seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and SmartSuite waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against SmartSuite or relating in any way to the Services, you agree to first contact SmartSuite and attempt to resolve the claim informally by sending written notice of your claim (“Notice”) to SmartSuite by email at orders@smartsuitetech.com or by certified mail addressed to 25 NW 23rd Place, Suite 6-176 Portland, OR 97210. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and SmartSuite cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Multnomah County, Oregon or may be conducted telephonically or via video conference for disputes alleging damages less than $1,000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. 

You and SmartSuite agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. 

The arbitrator, SmartSuite, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and SmartSuite agree that for any arbitration you initiate, you will pay the filing fee and SmartSuite will pay the remaining JAMS fees and costs. For any arbitration initiated by

Company, SmartSuite will pay all JAMS fees and costs. You and SmartSuite agree that the state or federal courts of the State of Oregon and the United States sitting in Multnomah County, Oregon have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. 

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and SmartSuite will not have the right to assert the claim. 

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by a written notice to SmartSuite by certified mail addressed to 25 NW 23rd Place, Suite 6-176 Portland, OR 97210. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.

If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable. 

16.  Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Oregon and the United States, respectively, sitting in Multnomah County, Oregon.

17. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time.  You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.  For the avoidance of doubt, the Services include any improvements, enhancements, updates, or other modifications we may make or have made to the Services.

SmartSuite shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

We are under no obligation (i) to provide any technical support under the terms of this license, (ii) to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Beta Licensed Software either to Licensee or to any other party, and (iii) provide no assurances that any specific errors or discrepancies in the Beta Licensed Software will be corrected.

18. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

19. Miscellaneous

These Terms constitute the entire agreement between you and SmartSuite relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 4, 7, 9, 11, 12, 13, 15, 16, and 19 survive any expiration or termination of these terms. The failure of SmartSuite to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.