SMA Service Agreement

Updated February 1, 2012
Effective February 1, 2012

Thank you for choosing Social Market Analytics (SMA)!

SMA is a proud supplier of innovative Social Media services, products and software.  SMA does not provide, nor intend to provide, professional advice, including but not limited to, investment or tax advice. (Please see Financial notice below.)

We expect you will responsibly enjoy our products and services.

Please read this agreement carefully. It’s a contract that governs your use of any SMA services, products, software, data, or other SMA services, products, data or software that directly display or link to this agreement (the “service”). By using or accessing the service, you confirm that you are 18 years old or over and agree to these terms. If you don’t agree or are under the age of 18 years old, don’t use the service. Thanks.

1. What the contract covers

This is a contract between you and SMA listed in Section 13 (“Social Market Analytics”, “SMA”, “we”, “us” or “our”) for use of the service that SMA supplies. Sections 1–13 apply across the service. Sections 14 and 15 apply only if the service involves payments to or from SMA. Some of these services may not be fully available in your country or region.

Please note that we don’t provide additional warranties for the service. This contract also limits our liability to you. See Sections 9 and 10 for details.

2. Using the service

When using the service, you must comply with this contract, all applicable laws.

You must not use the service to harm others or the service. For example, you must not use the service to harm, threaten, or harass another person, organization, or SMA. You must not: damage, disable, overburden, or impair the service (or any network connected to the service); resell or redistribute the service or any part of it; use any unauthorized means to modify, reroute, or gain access to the service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, periodic caching of information stored by SMA, or metasearching) to access or use the service. You may be able to access third-party websites or services via the service; you acknowledge that we are not responsible for such websites or services or content that may be available there.

SMA products, services and software is not intended for use by minors.  People under the age of 18 are forbidden by this service agreement to use the service, products or software of SMA.

3. SMA Account ID

We may provide you with credentials to use with the service. You’re solely responsible for your dealings with third parties (including advertisers) who use the network, including as to the delivery of and payment for goods. This contract applies whenever you use the service or use use your SMA Account ID. When you use SMA Account ID to gain access to any website, the terms and conditions for that website, if different from this contract, may also apply to your use of that website.

4. Your service account, associated accounts, and accounts from third parties

Only you may use your service account.  You may not share or redistribute any of portion of the service, with any third party.  If you wish to share or redistribute the service, you require a different SMA license.

You must keep your accounts and passwords confidential and not authorize any third party to access or use the service on your behalf, unless we provide an approved mechanism for that. You must contact us right away if you suspect misuse of your accounts or any security breach in the service. For some parts of the service, you may be able to set up additional accounts that are dependent on your account (“associated accounts”). You’re responsible for all activity that takes place with your service account and any associated accounts.

If you use an associated account, you acknowledge that the holder of the service account has full control over your associated account. If a third party such as an Internet service provider, employer, or school gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your account is used; and read or store content in your account, including electronic communications, contact lists, and other information.

5. Your content

Except for material that we license to you, we don’t claim ownership of the content you provide on the service. Your content remains your content. We also don’t control, verify, or endorse the content that you and others make available on the service.

You control who may access your content. If you share content in public areas of the service or in shared areas available to others you’ve chosen, then you agree that anyone you’ve shared content with may use that content. When you give others access to your content on the service, you grant them free, nonexclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public the content solely in connection with the service and other products and services made available by SMA. If you don’t want others to have those rights, don’t use the service to share your content.

You understand that SMA may need, and you hereby grant SMA the right, to use, modify, adapt, reproduce, distribute, and display content posted on the service solely to the extent necessary to provide and improve the service.

Please respect the rights of artists, inventors, and creators. Content may be protected by copyright. People appearing in content may have a right to control the use of their image. If you share content on the service in a way that infringes others’ copyrights, other intellectual property rights, or privacy rights, you’re breaching this contract. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and the use of the content doesn’t violate any law. We won’t pay you for your content. We may refuse to publish your content for any or no reason. We may remove your content from the service at any time if you breach this contract or if we cancel or suspend the service.

You’re responsible for backing up the data that you store on the service. If your service is suspended or canceled, we may permanently delete your data from our servers. We have no obligation to return data to you after the service is suspended or canceled. If data is stored with an expiration date, we may also delete the data as of that date. Data that is deleted may be irretrievable.

6. Privacy

In order to operate and provide the service, we collect certain information about you. As part of the service, we may also automatically upload information about your computer, your use of the service, and service performance. We use and protect that information as described in the SMA Online Privacy Statement (https://www.socialmarketanalytics.com/privacy). In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of SMA or our customers, including the enforcement of our agreements or policies governing your use of the service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of SMA employees, customers, or the public.

SMA operates the service for the benefit of itself and its customers. SMA retains the right to block or otherwise prevent delivery of any type of email or other communication to or from the service as part of our efforts to protect the service, protect our customers, or stop you from breaching this contract. The technology or other means we use may hinder or break your use of the service.

7. Software & Data

If you receive software or data from us as part of the service, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the software or data, those terms apply; if no license is presented to you, the terms of this contract apply. We reserve all other rights to the software and data.

We may automatically check your version of the software and data. We may also automatically download to your computer upgrades to the software or data to update, enhance, and further develop the service.

Any software and data we provide is licensed, not sold. Unless we notify you otherwise, the software and data license ends when your service ends. You must then uninstall the software, or we may disable it. You must destroy all copies of the data, both electronic and otherwise.  You must not work around any technical limitations in the software. You must not disassemble, decompile, or reverse engineer any software that’s included in the service, except and only to the extent that the applicable copyright law expressly permits doing so.

The software and data is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the software or service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s Lists to Check); the governments of Iran, Sudan, North Korea, or Cuba; or prohibited members of the Cuban Communist Party. You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

If you use the software to access content that has been protected with Digital Rights Management (DRM) technology, the software may automatically request media usage rights from an online rights server and download and install DRM updates in order to let you play the content.

You may display and print content in the fonts installed by the service, but you may not make unauthorized copies of the content or fonts.

You may make backups and printouts of the data.  However, you may not retain data for more than one year.  Any and all copies, backups and printouts must be destroyed within a year after initial SMA publication.  If you wish access to more than one year of data, you require a different SMA data license.

8. How we may change the contract

If we amend this contract, then we’ll notify you before the change takes effect. We may give this notice by posting it on the service or by any other reasonable means. If you don’t agree to the change, we’re not obligated to keep providing the service, and you must cancel and stop using the service before the change becomes effective. Otherwise, the new terms will apply to you.

9. NO WARRANTY

We provide the service “as is,” “with all faults,” and “as available.” We don’t guarantee the accuracy or timeliness of information available from the service. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the service will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. We and our affiliates, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. We exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and noninfringement. You may have certain rights under your local law. Nothing in this contract is intended to affect those rights, if they are applicable.

10. LIABILITY LIMITATION

You can recover from SMA and our affiliates, resellers, distributors, and vendors only direct damages up to an amount equal to your service fee for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages.

The limitations and exclusions apply to anything related to this contract, for example:

• The service.
• Loss of data.
• Content (including code) on third-party websites, third-party programs, or third-party conduct accessed via the service.
• Viruses or other disabling features that affect your access to or use of the service.
• Incompatibility between the service and other services, software, and hardware.
• Delays or failures you may have in starting or completing transmissions or transactions in connection with the service in an accurate or timely manner.
• Claims for breach of contract; breach of warranty, guarantee or condition; strict liability; tort (including negligence or breach of statutory duty); or misrepresentation.

The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages.

Some or all of these limitations or exclusions may not apply to you if your state, province, or country does not allow the exclusion or limitation of incidental, consequential, or other damages.

11. Changes to the service and cancellation

We may change the service or delete features at any time for any reason. A particular service may be a prerelease version—a beta, for example—and may not work correctly or in the way a final version might work. We may significantly change the final version or decide not to release a final version.

We may cancel or suspend your service at any time without notice and for any reason. Our reasons for cancellation may include that we stop providing the service in your region or that you breach this contract, fail to sign in to your SMA Account during a 90-day period, or don’t pay fees that you owe to us or to our agents. If your service is canceled, your right to use the service stops immediately. If we cancel your credentials, your right to use your SMA Account ID stops immediately. Cancellation of the service or credentials won’t alter your obligation to pay all charges made to your billing account. If we cancel the service in its entirety without cause, we’ll refund to you on a pro-rata basis any payments that you have made based on the portion of your service that would otherwise remain.

You may cancel the service at any time and for any reason. If it’s a paid service, some charges may apply. Sections 6, 9–13, 14 (for amounts incurred before termination), 15, and those that by their terms apply after termination of this contract will survive any termination of this contract.

12. General legal terms

12.1. Interpreting the contract

All parts of this contract apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of this contract as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this contract won’t change. This is the entire contract between you and us regarding the service. It supersedes any prior contract or oral or written statements regarding your use of the service. If you have confidentiality obligations related to the service—for example, you may have been a beta tester—those obligations remain. Other terms may apply when you use or pay for other SMA services. The contract’s section titles don’t limit its terms.

12.2. Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the service, without our prior written permission, which may be granted or denied at the sole discretion of SMA.

12.3. No third-party beneficiaries

This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

12.4. Claims

Claims must be filed within three months. You must bring any claim related to this contract or the service within three months of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.

12.5. Notices

You may notify us as stated in customer support for the service. We don’t accept email notices. This contract is in electronic form. We may send you, in electronic form, information about the service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the service or by access to a SMA website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the service.

13. Contracting party, choice of law and location for resolving disputes

You are contracting with Social Market Analytics Inc., Naperville, IL, USA, and Illinois State law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country to which we direct your service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Cook County, Illinois, USA, for all disputes arising out of or relating to this contract.

14. If you pay SMA

14.1. Cooling off period

When you request a service from us, you agree that we may begin to provide the service immediately and that you will not be entitled to a cancellation or “cooling off” period, except if the law requires a cooling off period despite your waiver and even when a service starts right away. You may cancel the service as provided in Section 14.9.

14.2. Charges

When you are paying for a service, this Section 14 applies if you pay us directly. Even if the service itself is free, you may still incur charges incidental to using the service, for example, charges for Internet access, text messaging, or other data transmission.

14.3. Payment

You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the service using your payment method and for any paid feature of the service that you choose to sign up for or use while this contract is in force. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription services. Also, we may charge you up to the amount you’ve approved, and we’ll notify you in advance of the difference for recurring subscription services. We may bill you simultaneously for more than one of your prior billing periods. Once we have informed you that the service will be provided indefinitely or automatically renewed, we may automatically renew your service and charge you for any renewal term.

14.4. Updates to your billing account

You must keep all information in your billing account current. You can access and modify your billing account on the website (https://www.socialmarketanalytics.com). You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid service, we may cancel that service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

14.5. Trial period offers

Unless we notify you otherwise, if you’re participating in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring new charges. If you do not cancel your service and we have told you the service will convert to a paid subscription at the end of the trial period, you authorize us to charge your payment method for the service.

14.6. Prices and price increases

The price stated for the service excludes all taxes and phone charges, unless stated otherwise. You’re responsible for any taxes and for all other charges (for example, phone charges and currency exchange settlements).

We’ll notify you in advance if we change the price of the service. If there’s a specific length and price for your service offer, that price will remain in force for that time. After the offer period ends, your use of the service will be charged at the new price. If your service is on a period basis (for example, monthly) with no specific length, we’ll notify you of any price change at least 30 days in advance. If you don’t agree to these changes, you must cancel and stop using the service before the changes take place. If you cancel, your service ends at the end of your current service period or, if we bill your account on a period basis, at the end of the period in which you canceled.

14.7. Refund policies

Unless otherwise provided by law or by a particular service offer, all charges are earned when received and are nonrefundable, and the costs of any returns will be at your expense.

14.8. Online statement and errors

We’ll provide you with an online billing statement on the SMA website (https://www.socialmarketanalytics.com), where you can view, print, or request a paper copy of this statement. If you request a paper copy, we may charge you a retrieval fee. We will provide paper copies only for the past 120 days. If we make an error on your bill, we’ll correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. If you don’t tell us within that time, you release us from all liability and claims of loss resulting from the error; we won’t be required to correct the error. We can correct billing errors at any time.

14.9. Canceling the service

You may cancel the service at any time, with or without cause. Go to the SMA website (https://www.socialmarketanalytics.com) for information on canceling your service. Some service offers may require you to pay cancellation charges as stated in the materials describing the offer. Your cancellation of the service won’t alter your obligation to pay all charges made to your billing account.

14.10. Late payments

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your service if you fail to pay in full on time.

14.11. Internet access service

The service doesn’t include Internet access; you’re responsible for paying the fees charged by your Internet access provider. Those fees are in addition to the fees you pay us for the service.

15. Payments to you

Your right to any payment due to you under the service is conditioned upon you promptly providing us with all of the information we need to properly make the payment. You must provide us with the information we request before your right to receive the payment accrues. You’re responsible for the accuracy of the information you provide and for any taxes and charges you may incur. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce your earned balance without notice to adjust for the previous overpayment.

NOTICES

Notices and procedure for making claims of copyright infringement

Notifications of claimed copyright infringement should be sent to SMA’s designated agent. INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. For details and contact information, see SMA’s copyright statement.

Copyright and trademark notices

All contents of the service are Copyright © 2012 Social Market Analytics, Inc. and/or its suppliers, Naperville, IL, USA. All rights reserved. We or our suppliers own the title, copyright, and other intellectual property rights in the service and content. SMArt Station^TM, and other SMA products and services may also be either trademarks or registered trademarks of SMA in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in this contract are reserved.

Stock quotes and index data (including index values)

All information provided by SMA included in the service is owned by or licensed to SMA and its affiliates. You’re permitted to store, manipulate, analyze, reformat, print, and display the SMA Information only for your personal use. You may not publish, retransmit, redistribute or otherwise reproduce any SMA Information in any format to anyone. Nor will you use any SMA Information in or in connection with any business or commercial enterprise, including, without limitation, any securities, investment, accounting, banking, legal, or media business or enterprise. Before executing a security trade based upon the SMA Information, you are advised to consult with your broker or other financial representative to verify pricing information. Neither SMA nor its affiliates or their respective licensors will be liable to any user or anyone else for any interruption, inaccuracy, delays, error, or omission, regardless of cause, in the SMA Information or for any damages (whether direct or indirect, consequential, punitive or exemplary) that result.

You may not use any of the Dow Jones Indexes, index data or the Dow Jones marks in connection with the issuance, creation, sponsorship, trading, marketing or promotion of any financial instruments or investment products (for example, derivatives, structured products, investment funds, exchange-traded funds, investment portfolios, etc., where the price, return and/or performance of the instrument or investment product is based on, related to, or intended to track any of the Indexes or a proxy for any of the Indexes) without a separate written agreement with Dow Jones.

You may not use any of the Russell Indexes, index data or the marks in connection with the issuance, creation, sponsorship, trading, marketing or promotion of any financial instruments or investment products (for example, derivatives, structured products, investment funds, exchange-traded funds, investment portfolios, etc., where the price, return and/or performance of the instrument or investment product is based on, related to, or intended to track any of the Indexes or a proxy for any of the Indexes) without a separate written agreement with Russell Investments.

You may not use any of the Standard & Poors Indexes, index data or the marks in connection with the issuance, creation, sponsorship, trading, marketing or promotion of any financial instruments or investment products (for example, derivatives, structured products, investment funds, exchange-traded funds, investment portfolios, etc., where the price, return and/or performance of the instrument or investment product is based on, related to, or intended to track any of the Indexes or a proxy for any of the Indexes) without a separate written agreement with Standard & Poors.

You may not use any of the Nasdaq Indexes, index data or the marks in connection with the issuance, creation, sponsorship, trading, marketing or promotion of any financial instruments or investment products (for example, derivatives, structured products, investment funds, exchange-traded funds, investment portfolios, etc., where the price, return and/or performance of the instrument or investment product is based on, related to, or intended to track any of the Indexes or a proxy for any of the Indexes) without a separate written agreement with Nasdaq.

Parental controls

SMA services, products and software is not intended for use by minors.  It is a violation of the terms of service for a minor under the age of 18 to use the services, products or software of SMA.

Financial notice

SMA is not a broker/dealer or registered investment advisor under U.S. federal securities law or securities laws of other jurisdictions and does not advise individuals as to the advisability of investing in, purchasing, or selling securities or other financial products or services. Nothing contained in the service is an offer or solicitation to buy or sell any security. Neither SMA nor its licensors of stock quotes or index data endorse or recommend any particular financial products or services. Nothing in the service is intended to be professional advice, including but not limited to, investment or tax advice.

Support

Customer support isn’t offered for the service, unless the materials we publish in connection with a particular service specify that it is.