Terms of Use
Last modified: 2023-02-01
Introduction
This End User License Agreement (the"Agreement") is a binding agreement between you (“End User","you" or"your") and (“Company","we","us" or"our"). This Agreement governs the relationship between you and us, and your use of the Company smart player. Throughout this Agreement, End User and Company may each be referred to as a"Party" or collectively, the"Parties".
If you are using the on behalf of your employer or other entity (an"Organisation") for whose benefit you utilise the or who owns or otherwise controls the means through which you utilise or access the , then the terms"End User","you", and"your" shall apply collectively to you as an individual and to the Organisation. If you use, or purchase a license or to, the on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the authority to 1) purchase a license to the on behalf of the Organisation; 2) bind the Organisation to the terms of this Agreement.
By downloading, installing, accessing, or using the you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the ; (b) if you are using the pursuant to a license purchased by an organisation, that you are authorised by that organisation to access and use the (c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.
If you do not agree to these terms, do not download, install, access, or use the software. if you have already downloaded the software, delete it from your computing device.
The Application is licensed, not sold, to you by smart player for use strictly in accordance with the terms of this Agreement.
License
Subject to the terms of this Agreement and, if applicable, those terms provided in the License Agreement, smart player grants you a limited, non-exclusive, perpetual, revocable, and non-transferable license to:
(a) download, install and use the Software on one (1) Computing Device per single user license that you have purchased and been granted. If you have multiple Computer Devices in which you wish to use the Software, you agree to acquire a license for the number of devices you intend to use;
(b) access, view, and use on such Computing Device the End User Provided Materials made available in or otherwise accessible through the Software, strictly in accordance with this Agreement, and any other terms and conditions applicable to such End User Provided Materials;
(c) install and use the trial version of the Software on any number of Computing Devices for a trial period of fifteen (15) unique days after installation.
(d) receive updates and new features that become available during the one (1) year period from the date on which you purchased the license to the Software.
Restrictions
You agree not to, and you will not permit others to:
-License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
-Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
-Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of smart player or its affiliates, partners, suppliers or the licensors of the Application.
End User License Agreement
By using the App, you undertake to respect our intellectual rights (intellectual rights related to the App’s source code, UI/UX design, content material, copyright and trademarks, hereinafter referred to as the"Intellectual Property Rights") as well as those owned by third parties.
As long as you keep using the App, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable and revocable license to access and use the App pursuant to this Agreement (the"License"). You may use our App solely for your own non-commercial purposes. You are bound to respect the copyrighted material within the App, you cannot sell pictures, videos and/or other content available in the App.
The source code, design and content, including information, photographs, illustrations, artwork and other graphic materials, sounds, music or video (hereinafter – the"works") as well as names, logos and trademarks (hereinafter –"means of individualization") within the App are protected by copyright laws and other relevant laws and/or international treaties, and belong to us and/or our partners and/or contracted third parties, as the case may be.
These works and means of individualization may not be copied, reproduced, retransmitted, distributed, disseminated, sold, published, broadcasted or circulated whether in whole or in part, unless expressly permitted by us and/or our partners and/or contracted third parties, as the case may be.
All rights, title and interest in and to the App and its content, works and means of individualization as well as its functionalities (1) are the exclusive property of VSP TECHNOLOGIES LP and/or our partners and/or contracted third parties, (2) are protected by the applicable international and national legal provisions, and (3) are under no circumstances transferred (assigned) to you in full or in part within the context of the license herewithin.
We will not hesitate to take legal action against any unauthorized use of our trademarks, names or symbols to protect and restore our rights. All rights not expressly granted herein are reserved. Other product and company names mentioned herein may also be the trademarks of their respective owners.
Intellectual Property
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively,"Intellectual Property Rights") that are part of the Software that are otherwise owned by smart player shall always remain the exclusive property of smart player (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to smart player’s Intellectual Property Rights.
You agree that this is Agreement conveys a limited license to use smart player’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of smart player’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of smart player’s Intellectual Property Rights. This shall not limit, however, any claim smart player may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, smart player reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.
You (or the Organisation, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software.
Your Suggestions
Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to Smart Player with respect to the Application shall remain the sole and exclusive property of Smart Player.
Smart Player shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
Modifications to Application
Smart Player reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.
Updates to Application
Smart Player may from time to time provide enhancements or improvements to the features/ functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").
Updates may modify or delete certain features and/or functionalities of the Application. You agree that Smart Player has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.
You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
Term and Termination
This Agreement shall remain in effect until terminated by you or Smart Player.
Smart Player may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from Smart Player, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computer.
Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your computer.
Termination of this Agreement will not limit any of Smart Player’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
Indemnification
You agree to indemnify, defend and hold harmless Smart Player and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organisation (if applicable) or any third party. Furthermore, you agree that Smart Player assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.
No Warranties
The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Smart Player, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Smart Player provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Smart Player nor any Smart Player’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Smart Player are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
Limitation of Liability
Notwithstanding any damages that you might incur, the entire liability of Smart Player and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application.
To the maximum extent permitted by applicable law, in no event shall Smart Player or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if Smart Player or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
Amendments to this Agreement
Smart Player reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.
Changes to this agreement
We reserve the right, at our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will keep you informed about any changes by updating this Agreement and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to be aware of and to have accepted, the changes in any revised Agreement by your continued use of the App after the date such revised Agreement is posted.
No Employment or Agency Relationship
No provision of this Agreement, or any part of relationship between you and Smart Player, is intended to create nor shall they be deemed or construed to create any relationship between you and Smart Player other than that of and end user of the and services provided.
Equitable Relief
You acknowledge and agree that your breach of this Agreement would cause Smart Player irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Smart Player may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.
Headings
The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.
Entire Agreement
The Agreement constitutes the entire agreement between you and Smart Player regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Smart Player.
You may be subject to additional terms and conditions that apply when you use or purchase other Smart Player’s services, which Smart Player will provide to you at the time of such use or purchase.
Contact Us
If you have any questions, complaints, or claims with respect to our services, please contact us via marry-pro@gmail.com