You must be at least 18 years old to use the Services. If you are under the age of majority in your state of residence, a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Services with permission from your parent or legal guardian.

In order to use certain aspects our Services, you are required to register for an account and provide your username, email address and password. You represent and warrant that all registration information and personal details that you provide to us is accurate. You must monitor the email address you provide to us and the email address must be capable of both sending and receiving messages.

Some of our Services have additional terms and conditions ('Additional Terms'). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms.

Occasionally we will offer special promotions to our end users, such as contests or sweepstakes. We may also partner with brand affiliates to offer such promotions. These offers may be for a limited time only and would be subject to Additional Terms.

You are responsible for your use of the Services, and for any use of the Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Services, you may not:

• violate any law or regulation;
• violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
• post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
• send unsolicited or unauthorized advertising or commercial communications, such as spam;
• engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from any of the Services;
• transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
• stalk, harass, or harm another individual;
• impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
• use any means to scrape or crawl any Web pages contained in the Site;
• attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

The pricing structure shall be set out in the password-protected page that is shared by SMTM (the 'Pricing Page').

Other than User Content we own or license all right, title, and interest in and to (a) the Services, including all software, text, media, and other content available on the Services ('Our Content'); and (b) our trademarks, logos, and brand elements ('Marks'). The Services, Our Content, and Marks are all protected under U.S. and international laws. The look and feel of the Services are copyright © SMTM LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from SMTM LLC.

Applicable only to the extent that you access the App via native or web experience

1. As between the parties, SMTM owns all right, title and interest in and to App, and any intellectual property rights associated with it. SMTM reserves all rights in and to App not expressly granted to you in these Terms. Except as expressly permitted by these Terms, by law, or by applicable third party license, you must not and must not allow any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the App; (ii) host the App for the benefit of third parties; (iii) disclose or permit any third party to access the App, except as expressly permitted in these Terms; (iv) modify or create derivative works of the App, or merge the App with other software; (v) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the App or attempt to derive any of its source code, in whole or in part; (vi) modify, obscure, or delete any proprietary rights notices included in or on the App; (vii) otherwise use or copy the App in a manner not expressly permitted by these Terms; or (viii) use the App beyond its applicable term.
2. By using the App, you acknowledge that this section of the Terms is entered into by and between SMTM and not with Apple, Inc. or Google, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this section and that Apple, Inc. and Google, Inc. have the right (and is deemed to have accepted the right) to enforce this section. SMTM is solely responsible for the App and any content contained therein. You acknowledge that Apple, Inc. and Google, Inc. have no obligation whatsoever to furnish any maintenance and support services with respect to the App. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S.Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.
3. In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, SMTM, not Apple, Inc. or Google, Inc., will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
4. This section 7 only applies to the extent that you have access to the App. Upon deletion of the App from your mobile device, all rights granted to you in this section will also terminate, and you must cease use of the App and delete all copies of the App from your mobile device and account. Termination will not limit any of SMTM’s rights or remedies at law or in equity.

The Site, App and some of our Services allow you to upload, submit, store, send, or receive content and data ('User Content'). You retain ownership of any intellectual property rights that you hold in that User Content.

When you upload, submit, store, send, or receive User Content to or through the Site, App or Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with Services), publicly perform, publicly display, and distribute your User Content. This license is for the limited purpose of operating, promoting, and improving the Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world and in any media. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Services. In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Services.

You promise that:

• you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and
• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Services for any reason. You hereby grant to SMTM a royalty-free, worldwide, right and license to (i) access and use the User Content to provide the Services; (ii) use, copy, process, display and transmit User Content for the foregoing purpose and otherwise in connection with providing the Services during the term of this Agreement; and (iii) retain and use all User Content in the administration, operation, maintenance, monitoring and support of the Platform and Services during the term of this Agreement. You are solely responsible for all User Content used in connection with the Services, and are responsible for obtaining the consent of a third party to use any content that is not yours.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

• Your address, telephone number, and email address.
• A description of the copyrighted work that you claim has been infringed.
• A description of where the alleged infringing material is located.
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

SMTM Copyright Compliance Department
SMTM
11740 S San Vicente Blvd
Ste 109-468
Los Angeles, CA 90049
Email: support@smtm.shop

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

1. Information collected by us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.
2. Information collected by you.You agree that any information collected by you from end users shall be owned by you. You shall post terms of use and a privacy policy in a reasonably prominent manner on the Participant Domain that you may create using the Services, explaining your data collection and sharing practices, including that you will share end user personal information with service providers, such as SMTM. The content of the terms of use and privacy policy must be in material compliance with applicable laws in your jurisdiction. To the extent applicable, the parties agree to comply with the California Consumer Privacy Act of 2018, as replaced and superseded by the California Privacy Rights Act of 2020 alongside any related regulations and guidance (“CCPA”) and this Section. Any capitalized terms not otherwise defined in these Terms are defined by the CCPA. We acknowledge and agree that we are acting as a Service Provider with respect to any end user personal information that we obtain from you. We will only collect, use, retain, or disclose end user data containing personal information to perform the Services or as otherwise permitted through your written instruction. We acknowledge we are prohibited from selling or sharing personal information (as such terms are defined under CCPA). The parties agree to comply with the Data Processing Addendum, which can be found [here]. “Participant Domain” means the website domain name obtained by you for which you are using our Services.

Our Services may consist of proprietary software created by or for us, as well as certain other software provided by third parties, including third party software that integrates with our Services. We will be responsible for set up and integration of such third party software. The terms and conditions of these Terms apply solely to our Services and do not apply to any such third party software. All such third party software is licensed individually pursuant to such third party’s separate terms and conditions that you must agree to in order to access and use such software. You acknowledge that you have been informed of these licenses and will review these licenses to understand its rights and obligations under them. Nothing in these Terms limits your rights under, or grants your rights that supersede, the terms of the applicable third party license agreements.

We enhance and update the Services often. We may change or discontinue any of the Services at any time, with or without notice to you.

We reserve the right to not provide the Services to any person. We also reserve the right to terminate any user’s right to access the Services at any time, at our discretion. If you violate any of these Terms, your permission to use the Services automatically terminates.

YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ('AFFILIATES') DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES. OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH OUR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless our company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, relating to, your use of the Services and any actual or alleged breach of these Terms by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

We try to address any disputes without the need to initiate a formal legal case. In the event you have any dispute with us, you shall first try in good faith to settle such dispute by providing written notice to us describing the facts of the dispute (including any relevant documentation) and allowing us thirty (30) days to respond before initiating any formal dispute resolution proceeding. Notices to us must be sent by mail to 11740 San Vicente Blvd, Ste 109-468, Los Angeles, CA 90049, Attn: Legal Department. We will send any dispute related notice to you at the contact information we have for you. If for some reason the dispute is not resolved satisfactorily within thirty (30) days after receipt, any further dispute resolution will occur according to the provisions below. Engaging in this informal dispute resolution process is a requirement that must be fulfilled before commencing a formal dispute resolution proceeding, such as an arbitration or small claims court proceeding.

Except as set forth below, you and we agree that we will resolve any controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a "Claim') through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association ('AAA Rules'). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agree to these Terms. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.

To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim at 11740 San Vicente Blvd, Ste 109-468, Los Angeles, CA 90049, Attn: Legal Department. This letter must be sent at least five (5) days before you initiate an arbitration proceeding against us.

Any party to the arbitration may, at any time more than ten (10) days before arbitration, serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class, consolidated or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated without prior written consent of the parties. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. This Section of the Terms will survive the termination of your relationship with us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws rules or provisions.

You agree that any action of whatever nature relating to these Terms, the Site, the App, or Services will be filed only in the state or federal courts located in New York, New York. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the Site and App. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Services, you are agreeing to the revised Terms.

PLEASE PRINT A COPY OF THESE TERMS FOR YOU RECORDS AND PLEASE CHECK THE SITE AND APP FREQUENTLY FOR ANY CHANGES TO THESE TERMS.