These Smart Projex Web Site Terms of Use (“Terms”) comprise an agreement between You and Smart Projex, Inc., a Virginia Corporation (“Smart Projex”) that set forth the ways You may and may not access and use Internet web site Smart Projex offers in connection with its project management application (the “Smart Projex Application”), including but not necessarily limited to those accessed at the domain names www.SmartProjex.com, go.smartprojex.com and their respective subpages and content and the Smart Projex Application itself (individually and “Site). “You,” “Your” and the “User,” as used in these Terms means the person accessing the Site and also Your employer if You are accessing the Site in connection with Your employment. “We,” “Us” and “Smart Projex” as used in these Terms refers to Smart Projex, which provides the Site.
1. Agreement to Terms. By accessing or using this Site, You agree to these Terms. If You do not agree to these Terms, You may not access or use the Site. If You are accessing the Site on behalf of Your employer, by accepting these Terms You represent and warrant that You thereby bind Your employer to the Terms and that You have authority to do so. In addition, the Site may contain special sections (for example, the Smart Projex Application as well as a portion of the Site on which users may inspect the functionality of the Smart Projex Application) which have restricted access and/or be subject to additional terms and conditions, and licenses (collectively “Additional Terms”). We may, in our discretion, add, change, or remove portions of the Terms or Additional Terms at any time. You should check these Terms and the Additional Terms periodically for changes. Your continued use of the Site after the posting of changes will mean You agree to abide by those changes.
2. Limited License.
a. Site Access and Use. We grant to You a limited, non-exclusive, non-transferable, revocable license to access and use the Site, including by reviewing the contents thereof and, should you wish to seek restricted access, test and use the Smart Projex Application pursuant to Additional Terms. You are not authorized to resell, rent, lease, make copies of, modify, republish or redistribute to others the Site or any of its content without Our express prior written consent. All rights not expressly licensed are reserved.
b. Restricted Access Portions of Site. Some portions of the Site have restricted access and Your right to access and use those portions of the Site is contingent on and subject to Your providing information to Smart Projex that We request and/or agreeing to associated Additional Terms, as well as being granted authorization by Smart Projex. In particular, if You wish to access and use the Smart Projex Application, whether pursuant to a beta or regular license, You must provide all information required by Smart Projex, expressly agree to and abide by the terms of the applicable license, pay any required license fee, and be granted authorization by Smart Projex. We reserve the right to modify the terms of restricted access and/or the portions of the Site subject to restricted access at any time.
a. Prohibited Uses. You may not:
i. access or use the Site for any purpose that is unlawful;
ii. access or use the Site in violation of these Terms and, as applicable, Additional Terms;
iii. attempt to gain unauthorized access to the Site or other accounts, data and databases, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means;
iv. use the Site in any manner that could damage, disable, interfere with or impair the Site or interfere with any other party’s use and enjoyment of the Site;
v. fail to provide Your true identity when providing identifying information, or fail to use a valid personal email address that You access regularly so that emails can be sent to you;
vi. access or attempt to access any systems or servers on which the Site is hosted or modify or alter the Site in any way, other than for Your authorized use of the Site; or
vii. reverse engineer the Site, the Smart Projex Application or other Content, whether by translating, decompiling, disassembling or otherwise attempting to derive the source code for the operation of the Internet Site or creating derivative architecture based on the Internet Site or parts of the Internet Site.
3. Site Control. Except as may be expressly provided to the contrary in Additional Terms, Smart Projex may, in its sole discretion, without notice or any further obligation to You, and for any reason or no reason: (a) temporarily suspend or permanently discontinue Your access to, and refuse any and all current and future access to or use of the Site and/or the products and services available on the Site, or (b) take any other actions it deems in its sole discretion to be necessary or appropriate.
4. Privacy Policy. By accessing and using the Site, You acknowledge and accept Smart Projex’s Privacy Policy as posted on the Site. Smart Projex’s Privacy Policy may be modified from time to time, and is incorporated by reference.
5. Intellectual Property.
a. Copyrighted Site. The Site (including without limitation the content at the Site) is copyrighted subject matter owned by Smart Projex and is protected by United States and international copyright law. You may not reproduce, modify, distribute or publicly display the Site, in whole or in part, except as is expressly authorized by these Terms.
b. Suspected Infringement. Smart Projex respects others’ intellectual property rights. If You believe that Your copyright or other intellectual property rights are being infringed by anything on the Site, You must notify us of Your claim in accordance with the following procedures. You must file a Notice with Smart Projex’s Copyright Agent:
Suzanne S. Davenport
6134 St. Andrews Lane
Richmond, Virginia 23226
Telephone: 804 690 3135
E-mail: suzanne@smartprojex.com
Your Notice must be in writing (either via electronic mail, confirmed by a “read notice,” or by certified or registered mail to the address shown above) and must include: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that allegedly infringed; (2) a description of the copyrighted work that You claim has been infringed, including the web page address of the location where the copyrighted work exists or a copy of the copyrighted work; (3) a description or location of the material on the Site that You claim is infringing; (4) information we can use to contact You, including Your address, telephone number, and email address; (5) a statement by You that You have a good faith belief that the use of the allegedly infringing material is without the authorization of the copyright owner, its agent, or the law; (6) a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
c. Trademark Rights. SMART PROJEX and extensions, variations and design or logo presentations of SMART PROJEX are trademarks and service marks of Smart Projex.
d. Confidentiality. Content of the Site relating to the Smart Projex Application, including the Application itself and information about its performance, are the confidential information and trade secrets of Smart Projex. By accepting these Terms, You agree to hold such confidential information in confidence, to use it only for the purpose of evaluating and using the Smart Projex Application for Your own benefit in accordance with these Terms and, as applicable, Additional Terms, and not to disclose such confidential information to any third party without the express prior written consent of Smart Projex. Your obligations of confidentiality shall survive the termination of this Agreement without limitation of duration.
e. Smart Projex Remedies for Infringement. You acknowledge and agree that any unauthorized use or disclosure by You of the Site or any infringement, misappropriation or other violation of Smart Projex’s intellectual property, including but not limited to the contents of the Site and the Smart Projex Application, shall cause Smart Projex irreparable injury for which Smart Projex could not be fully compensated by money damages. You agree that, in the event of such a violation, Smart Projex would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief without the necessity of posting bond or security, and further that Smart Projex would be entitled to recover from You its reasonable attorneys’ fees and costs incurred in connection with any unauthorized use by You or on Your behalf.
6. No Endorsement. Smart Projex does not endorse, support, sanction, or verify the information or material on or accessible via the Site. The Site may contain links to websites and other resources operated by parties other than Smart Projex. Such links are provided solely as a convenience to You. Smart Projex does not control such websites, and is not responsible for the contents, or products, services or other content offered through such websites.
7. Warranties and Disclaimers. EXCEPT AS EXPRESSLY WARRANTED IN THESE TERMS, SMART PROJEX MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE, ITS CONTENT OR THE SMART PROJEX APPLICATION, ALL OF WHICH ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMART PROJEX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE CONTENT, THE SMART PROJEX APPLICATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS, FREEDOM FROM COMPUTER VIRUSES OR OTHER MALICIOUS OR UNAUTHORIZED CODE OR PROGRAMS..
8. Limitation of Liability. SMART PROJEX AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND THIRD PARTY PARTNERS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SMART PROJEX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, TORT, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SITE, ITS CONTENT, THE SMART PROJEX APPLICATION, INCLUDING BUT NOT LIMITED TO CLAIMS RELATING TO VIRUSES OR OTHER MALICIOUS OR UNAUTHORIZED CODE OR PROGRAMS, THE USE, INABILITY TO USE, OR THE PERFORMANCE OR RESULTS OF THE SITE OR THE SMART PROJEX APPLICTION, OR ANY LOSS, BUSINESS INTERRUPTION OR OTHER DAMAGES IN CONNECTION THEREWITH.
9. Limitation of Remedies. WITHOUT LIMITING THE FOREGOING, SMART PROJEX’S LIABILITY IN CONNECTION WITH THE SITE, ITS CONTENT, AND THE SMART PROJEX APPLICATION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY USER TO SMART PROJEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH USER FORMALLY COMMENCED LITIGATION AGAINST SMART PROJEX.
10. Reasonableness. YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 7-10 OF THESE TERMS ARE REASONABLE, AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
11. Indemnification. You agree to indemnify, defend and hold harmless Smart Projex as well as its officers, directors, shareholders, employees, agents, suppliers, licensors and third party partners from and against all claims, losses, expenses, damages and costs (collectively, “Damages”), including reasonable attorneys’ fees, arising from or relating to: (a) any violation by You of these Terms or any applicable Additional Terms, (b) any dispute between You and a third party relating to the Site, Your use or inability to use the Site, or the results of Your use of the Site, including but not limited to the Smart Projex Application.
12. Dispute Resolution. This User Agreement shall be governed and construed by the laws of the Commonwealth of Virginia, without regard to its choice of law rules. You agree that, by entering into this User Agreement and accessing and/or using the Site, You are transacting business in the Commonwealth of Virginia and are subject to jurisdiction in its courts. You agree that any suit You commence involving Us and/or the Site will be commenced and maintained in a federal or state court of competent subject matter jurisdiction within the geographic boundaries of the U.S. District Court for the Eastern District of Virginia, Richmond Division. You irrevocably consent to personal jurisdiction and venue in any court within said geographic area. Smart Projex will have the right to petition any court of competent subject matter jurisdiction for the entry of injunctions and orders for specific performance, in addition to any other remedies available to it, relating to Your unauthorized use, modification, copying, distribution, transmission, display, performance, reproduction, publication, creation of derivative works, transfer or sale of the Site, including but not limited to the Smart Projex Application.
13. Miscellaneous. These Terms, the Privacy Policy and any Additional Terms, as set forth herein and as they may be modified from time to time, constitute the entire agreement between You and Smart Projex with respect to the Site as well as the products and the services offered on the Site, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Smart Projex with respect to the Site as well as the products and the services. Any Additional Terms relating to portions of the Site and/or the Smart Projex Application shall relate solely to the subject matter of those Additional Terms. In the event of a conflict between the Additional Terms and these Terms, the provisions of the Additional Terms shall control with respect to the subject matter of those Additional Terms, and these Terms shall otherwise continue to apply to such subject matter. The section titles in these Terms are for convenience only and have no legal or contractual effect. We may provide notice to You hereunder by posting announcements to the Site. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Smart Projex as a result of these Terms, any Additional Terms, our Privacy Policy or use of the Site, the products and/or the services. Smart Projex’s performance of these Terms and any Additional Terms is subject to existing laws and legal process, and nothing contained in these Terms, any Additional Terms or our Privacy Policy is in derogation of Smart Projex’s right to comply with law enforcement requests or requirements relating to Your use of the Site or information provided to or gathered by Smart Projex with respect to such use. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial, or other proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then You agree that the invalid or unenforceable provision shall be automatically reformed as necessary to cure the legal deficiency or, if necessary, deleted, and that the remainder of these Terms shall remain in full force and effect.
