Terms of Service
Smartzey Terms of Service and Sale – United States and Canada
Updated: Aug 11, 2024
IMPORTANT NOTICE: IF YOU ARE A UNITED STATES RESIDENT, THESE TERMS CONTAIN MANDATORY ARBITRATION AND A WAIVER OF CLASS ACTION AND JURY TRIAL RIGHTS AS EXPLAINED IN SECTION 14. THIS MEANS YOU MUST RESOLVE CLAIMS THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 14.8.
These Terms of Service and Sale (the “Terms”) form a binding contract between you and Smartzey and its related entities (collectively, “Smartzey,” “we,” “us,” and “our”). These Terms are relevant to individuals in the United States and Canada who use Smartzey’s websites, apps, related software, and features (collectively, the “Sites”); participate in Smartzey’s contests or sweepstakes; buy our products or services (collectively, “Products”); and/or visit our physical locations or engage in Experiences (defined below) (collectively, all offerings mentioned in this paragraph are referred to herein as the “Services”). By accessing, using, or engaging with the Services, and by purchasing our Products, you confirm that you have read, understand, and agree to be bound by these Terms. If you disagree with these Terms, you must stop using the Services.
We may revise these Terms at our sole discretion at any time. It is your responsibility to check these Terms periodically for any changes. Your continued use of the Services after any updates signifies your acceptance of such changes, except where applicable law requires additional notification of such updates, in which case we will comply with those additional notice requirements.
If you are outside the United States or Canada, a different version of these Terms may apply. Certain parts of the Services may also be subject to additional terms and conditions. If there is a conflict between these Terms and such additional terms, the additional terms will take precedence.
These Terms include the following sections:
- Eligibility
- Account Registration
- Intellectual Property
- User Content and Feedback
- Acceptable Use
- Terms of Sale
- Loyalty Programs
- Privacy
- Links to Other Websites
- Disclaimer of Warranties
- Limitation of Liability and Release
- Indemnity
- Modification and Termination
- Mandatory Arbitration and Class Action Waiver for Residents of the United States
- Text Messaging
- Controlling Law
- General Terms
- Copyright Policy
- Contact Us
- Eligibility
You must be of legal age in your jurisdiction to use the Services. If you are not, you affirm that your parent or legal guardian agrees to these Terms on your behalf and gives you permission to use the Services. If you agree to these Terms on behalf of an organization or entity, you confirm that you are authorized to do so by that entity. You cannot access or use the Services if you are prohibited from receiving the Services under applicable law or if we have previously suspended or removed you from the Services.
- Account Registration
You may need to create an account to use or participate in certain parts of the Services. To create an account, you may need to provide us with certain information, such as your name and email address, and choose a password. You are solely responsible for maintaining the confidentiality of your account information. You may not transfer, sell, assign, or sublicense your account without our prior written approval. You are responsible for all activities that occur under your account, including any use of the Services or purchases made by anyone using your account, whether authorized or not. You agree to notify us immediately of any unauthorized use or any other breach of security of your account. Smartzey is not liable for losses incurred due to unauthorized use of your account or password. Information you submit is governed by our Privacy Policy. Without limiting any other rights we may have, we reserve the right to take any action we deem necessary to ensure the security of the Services and your account, including terminating your account, changing your password, or requesting additional information to authorize transactions on your account.
- Intellectual Property
“Content” refers to all websites, software, designs, text, art, audio, video, graphics, images, music, user interfaces, works of authorship of any kind, names, logos, trademarks, service marks, trade names, and information or other materials made available through the Services. The Services and Content are protected by copyright, trademark, patent, trade secret, and other laws in the United States and other countries. Except as expressly stated in these Terms, Smartzey and its licensors own all rights, title, and interest in and to the Services and Content, including all associated intellectual property rights.
You may not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content. Any unauthorized use of any material on or through the Services may violate copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes. As between you and Smartzey, all names, trademarks, service marks, trade names, symbols, slogans, or logos appearing on the Services or Content are proprietary to Smartzey or its affiliates, licensors, or suppliers, and any goodwill associated with them remains with us or those other entities. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, view, and use the Services and Content. This license is provided solely for your personal, non-commercial use and enjoyment of the Services as allowed by these Terms. You may not use, sublicense, copy, adapt, modify, translate, disclose, create derivative works from, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. Smartzey may revoke this license at any time at its sole discretion.
- User Content and Feedback
4.1 User Content. You are solely responsible for any Content that you submit, display, post, or otherwise make available to us through the Services or otherwise (“User Content”), including obtaining any necessary third-party rights in the User Content. As between you and us, you own all User Content that you submit, but you hereby grant Smartzey a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable, and sublicensable license to use, copy, store, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter developed, without compensation to you, for any purpose, including for promoting and redistributing part or all of the Services (and derivative works thereof). You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution regarding your User Content. Please note that other users may search for, see, use, modify, and reproduce any User Content you submit to any “public” area of the Site.
We may, but are not obligated to, pre-screen User Content before it appears on the Services, and may prevent you from posting, uploading, storing, sharing, sending, or displaying User Content via the Services at any time. We may, at our sole discretion, reject, move, edit, or remove any User Content submitted to the Services for any reason, including User Content that violates these Terms or our Review Guidelines. For more information, see the Acceptable Use section below.
4.2 Feedback. We welcome and encourage you to provide feedback, comments, ideas, suggested improvements, or modifications related to Products, the Site, or the Services (collectively “Feedback”). You acknowledge and agree that all Feedback you provide (i) will be treated as non-confidential and (ii) you grant us a worldwide, royalty-free, fully paid, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, modify, publish, translate, distribute, perform, display, import, sell, offer for sale, make, have made, and otherwise exploit the Feedback in any form, media, or technology, without compensation to you, for any purpose, including for promoting and redistributing part or all of the Services. You agree to waive any claims or assertions of moral rights associated with your Feedback.
4.3 User Content and Feedback Representations You agree that any User Content or Feedback you provide to the Services will not infringe upon the rights of any third-party, including but not limited to copyright, trademark, privacy, personality, or any other personal or proprietary rights. Additionally, you agree that your User Content or Feedback will not include defamatory or otherwise illegal, abusive, or obscene material, nor any computer viruses or other malicious software that could affect the functionality of the Services. You bear full responsibility for the content and accuracy of any User Content or Feedback you submit. Smartzey does not take responsibility for, nor do we assume any liability for, any User Content or Feedback posted by you or any third party.
- Acceptable Use
The following activities are strictly prohibited when accessing or using the Services. Without limitation, you agree not to:
- Abuse, defame, threaten, intimidate, stalk, harass, or harm another individual;
- Alter or tamper with any materials related to the Services;
- Attempt to bypass any technological measures implemented by Smartzey or any of our providers or other third parties (including other users) to protect or restrict access to the Services;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or underlying code used to provide the Services;
- Disrupt, overwhelm, attack, modify, or interfere with the Services or their associated software, hardware, or servers in any manner;
- Engage in spidering or data harvesting, or use software, including spyware, designed to collect data from the Services;
- Impede or interfere with others’ use of the Services;
- Impersonate any person or entity or engage in similar fraudulent activities, such as phishing;
- Post or share content, or engage in conduct, that is illegal, abusive, harassing, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
- Post or transmit, or cause to be posted or transmitted, any communication or solicitation intended to obtain passwords, account data, or other personal or private information from any user;
- Submit content linking to multilevel marketing schemes, pyramid schemes, or off-topic content;
- Submit, send, post, upload, or otherwise make available unsolicited or unauthorized advertising or commercial communications, such as spam, advertising, promotional materials, junk mail, chain letters, or any other form of solicitation;
- Take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- Transmit any viruses, malicious code, or other computer instructions or technological tools intended to disrupt, damage, or interfere with the use of computers or related systems;
- Attack our site via a denial-of-service or a distributed denial-of-service attack;
- Use any means to scrape or crawl any web pages within the Services;
- Use any robots, spiders, scrapers, or other automated tools to access the Services for any purpose;
- Violate, infringe, or misappropriate others’ intellectual property, privacy, publicity, or other legal rights;
- Violate any law or regulation; or
- Advocate, encourage, or assist any third party in engaging in any of the above activities.
- Terms of Sale
6.1 Products and Prices Certain Products featured on the Services may be displayed for promotional purposes only and may not be available for purchase or could be out of stock. All Products available for purchase are subject to availability, and Smartzey reserves the right to set quantity limits. Some Products displayed for sale on the Site may not be available in stores, and vice versa. Prices may change without notice. Prices do not include applicable taxes, shipping and handling fees, or other charges unless explicitly stated or required by law to display prices inclusive of any taxes, charges, and other fees. Prices posted on this Site may differ from prices offered at Smartzey's physical stores.
We strive for accuracy in our Services and aim to avoid errors; however, we do not guarantee that the descriptions, pricing, shipping times, or other Product-related information are accurate, complete, reliable, current, or error-free. In the event of an error, we reserve the right to correct such errors or omissions and revise your order accordingly (including charging the correct price) or to cancel the order and refund any amount charged, even after your order has been submitted and/or your payment method has been charged. We make reasonable efforts to display as accurately as possible the colors and images of our products as they appear online. We cannot guarantee that your computer monitor's display of any color will be accurate.
We may offer Products for pre-order and will strive to provide accurate estimated shipping times; however, such shipping times are not guaranteed. We will endeavor to provide updates to you as soon as possible. In the event a Product you ordered is out of stock, we will make efforts to notify you of the updated shipping date when available.
6.2 Orders Our presentation of Products is not a binding offer but an invitation to place an order. We reserve the right, at our sole discretion, to cancel or refuse any order for any reason at any point before delivery, including after an order has been submitted and regardless of whether the order has been confirmed. Unless otherwise agreed by Smartzey, payment must be received by Smartzey before the acceptance of an order. However, Smartzey may choose not to charge your selected payment method until your order has been shipped. Smartzey may process payment for and ship parts of an order separately. We may require additional verifications or information before accepting any order.
6.3 Promotions, Voucher Codes, Special Offers All promotions, coupons, and special offers (“Offers”) are subject to the terms and conditions associated with them and may not be combined or used in conjunction with other Offers unless specifically permitted. Only one Offer may be used per order, and such Offer is applicable to in-stock items only unless otherwise agreed by Smartzey. Smartzey reserves the right to decline orders if we determine that the Offer or its use is invalid. Purchases using an Offer must comply with the terms to qualify for the Offer and may be subject to additional conditions beyond those in these Terms as provided to you in connection with the Offer. Offers are not redeemable for cash. Only Offers sent to you through official Smartzey communication channels are valid. You agree that Offers: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; and (iv) may expire before your use.
6.4 Limited Edition Smartzey may occasionally offer variations of a Product in limited quantities (“Limited Edition Products”). Unless otherwise noted, Offers may not be applied to the purchase of Limited Edition Products. Limited Edition Products may look and perform differently than their standard counterparts. Replacement of Limited Edition Products is subject to availability and may be replaced with a Product of similar kind, at Smartzey’s sole discretion.
6.5 Resale Other than to our authorized corporate gifting and wholesale partners, we sell and ship Products to end-user customers only, and Smartzey reserves the right to refuse or cancel your order, restrict sales to any customer or customer account, impose purchase quantity limits, suspend or close any account, or take any other action we reasonably deem necessary if we suspect you are purchasing products for resale or export. Products sold through the Services are not authorized for resale or export. The resale or offer to sell a Product without the authority of Smartzey is an infringement of Smartzey’s intellectual property rights. By submitting your order, you fully accept these restrictions on resale. Your purchase may not be sold, leased, or transferred to restricted countries, restricted end users, or for restricted end uses under applicable U.S. export and sanctions laws. Products distributed via unauthorized resale are not eligible for our Limited U.S. Warranty Program.
6.6 Payment Information For your convenience, we offer a variety of payment methods at the point of sale. By providing a credit card or other payment method accepted by us, you represent and warrant that: (1) all payment information is accurate; (2) you are authorized to use the designated payment method; (3) you permit us (or our third-party payment processor) to charge your payment method for the total amount of your order (including applicable taxes, shipping and handling charges, and other charges); and (4) you have sufficient funds or credit available to ensure that the purchase price will be collectible by us. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your order(s) may be suspended or canceled. Please note that some credit card companies, banks, and financial institutions may place an authorization or temporary hold on your account in connection with your purchase. Please contact your credit card companies, banks, or financial institutions directly for any inquiries regarding such authorization or hold.
6.7 Third-Party Provider Our store is hosted on Shopify Inc. (“Shopify”), which provides us with the e-commerce platform to sell our Products to you and offers payment services (e.g., credit card transaction processing, merchant settlement, and related services). By purchasing any Product, you agree to be bound by Shopify’s Payments Terms of Use, available at https://www.shopify.com/legal/terms-payments-us, and Privacy Policy, available at https://www.shopify.com/legal/privacy. You consent to allow Smartzey and Shopify to share any information and payment instructions you provide to the minimum extent required to complete payment transactions.
6.8 Taxes To the fullest extent permitted by law, you are responsible for any sales, use, value-added, or other governmental taxes, fees, or duties (collectively, “Taxes”) due with respect to your purchase and use of Products. Where applicable, we will collect Taxes at checkout based on the billing and shipping information you provide. However, if we do not collect the applicable Taxes, you are responsible for paying them directly to the appropriate taxing authority or government agency. Smartzey is not responsible for any errors, delays, or failures to calculate the appropriate Taxes.
6.9 Shipping & Handling The Services provide estimated shipping times and costs based on the address and delivery options you provide. All Products are shipped from our facilities or those of our third-party partners to the address you provide during checkout. We endeavor to ship Products within the estimated shipping times provided, but we do not guarantee delivery dates or times. You are responsible for providing a correct and accurate address. We will not be responsible for lost, misplaced, or incorrectly delivered shipments if the address you provided is incorrect. Risk of loss and title for Products passes to you upon our delivery to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.
6.10 Return and Exchange Policy Smartzey accepts returns or exchanges of Products in accordance with our Return and Exchange Policy, available at https://www.smartzey.com/return-policy. We reserve the right to refuse any return or exchange that does not comply with our policy.
- Warranty
7.1 Limited Warranty To the fullest extent permitted by law, Smartzey’s Limited Warranty is applicable only to Products purchased directly from Smartzey or an authorized reseller. Smartzey warrants that, for a period of one (1) year from the date of purchase, each Product will be free from defects in material and workmanship under normal use and conditions. If a defect arises, Smartzey will replace the Product at no additional cost to you. This Limited Warranty does not apply to defects resulting from misuse, abuse, unauthorized repair, alteration, accident, or use contrary to the instructions provided.
7.2 Disclaimer of Warranties Except as otherwise provided in writing and to the fullest extent permitted by law, Smartzey and its affiliates, suppliers, and distributors disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You acknowledge that use of the Services and Products is at your own risk and that the Services and Products are provided "as is" and "as available" without any warranties of any kind. We do not warrant that the Services and Products will be free from defects, viruses, errors, or interruptions or that they will be accurate, reliable, or suitable for your intended use.
- Privacy
For details regarding how we handle your data, including the collection and use of your information, please refer to our Privacy Policy. By using the Services, you agree to and accept our Privacy Policy, which is incorporated into these Terms by reference.
- Links to Other Websites
The Sites may include links or references to other websites that are beyond our control. You acknowledge and agree that Smartzey does not provide any warranty, endorsement, guarantee, or assume any responsibility for (i) the availability, terms, or practices of such websites, resources, or services, or (ii) the content, products, or services accessible through such websites, resources, or services, including the accuracy, completeness, or timeliness of the information provided. Links to these websites, resources, or services do not imply any endorsement by Smartzey of those websites, resources, or services, or the content, products, or services available through them. You take full responsibility for and assume all risks arising from your use of any such websites, resources, services, or the content, products, or services available through them. Smartzey will not be liable for the offensive or illegal conduct of any third party. You voluntarily accept the risk of harm or damage from such actions.
- Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN OUR U.S. LIMITED PRODUCT WARRANTY PROGRAM FOR ANY APPLICABLE PRODUCTS PURCHASED FROM US, TO THE MAXIMUM EXTENT ALLOWED BY LAW, SMARTZEY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES RELATING TO THE PRODUCTS, SERVICES, AND CONTENT. ALL PRODUCTS, SERVICES, AND CONTENT ARE PROVIDED "AS IS." WITHOUT LIMITING THE GENERALITY OF THE ABOVE, SMARTZEY EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, MODIFICATION, IMPROPER SELECTION, OR MISAPPROPRIATION. EXCEPT AS MAY BE EXPRESSLY STATED IN OUR U.S. LIMITED PRODUCT WARRANTY PROGRAM FOR A SPECIFIC PRODUCT PURCHASED FROM US, SMARTZEY MAKES NO WARRANTIES TO THOSE DEFINED AS "CONSUMERS" UNDER THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT. YOU ARE SOLELY RESPONSIBLE FOR THE SAFE HANDLING, STORAGE, AND USE OF THE PRODUCTS.
WITHOUT LIMITING THE FOREGOING, SMARTZEY SPECIFICALLY DISCLAIMS ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IN PARTICULAR, BUT WITHOUT LIMITATION, SMARTZEY DOES NOT WARRANT THAT: (i) THE SERVICES OR CONTENT WILL BE FREE FROM ERRORS; (ii) THE FUNCTIONS OR FEATURES OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, (iv) THE SERVICES AND CONTENT ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (v) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE. SMARTZEY MAKES NO WARRANTY THAT SMARTZEY WILL UPDATE OR CONTINUE TO OFFER OR MAKE THE SERVICES AVAILABLE, INCLUDING ANY PARTICULAR WEBSITE, APPLICATION, OR PRODUCT, FOR ANY SPECIFIC PERIOD, AND RESERVES THE RIGHT TO CHANGE, UPDATE, OR DISCONTINUE THE SERVICES WITHOUT NOTICE. THE ABOVE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
- Limitation of Liability and Release
YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, PRODUCTS, AND CONTENT REMAINS WITH YOU. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SMARTZEY, ITS AFFILIATES, SUBSIDIARIES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, OR REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, DAMAGE TO ANY COMPUTER OR DEVICE, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE SERVICES, WHETHER OR NOT SMARTZEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM TRANSACTIONS BETWEEN YOU AND THIRD-PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD-PARTY MERCHANT SITES OR ANY OTHER SITES LINKED TO OUR SITE. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SMARTZEY AND ITS REPRESENTATIVES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR PRODUCTS WILL NOT EXCEED THE AMOUNT PAID FOR THE SPECIFIC PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES, OR, IF THE CLAIM DOES NOT RELATE TO A PAID PRODUCT OR SERVICE, $100. THESE LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SMARTZEY AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. THIS WILL CONSTITUTE SMARTZEY’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages, such as in Quebec or Saskatchewan. Accordingly, some of these limitations may not apply to you. If you are located in New Jersey, United States, the limitations in this Section do not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or condition or guarantee or limit liabilities, the scope and duration of such warranty or condition or guarantee and the extent of our liability will be the minimum permitted under such applicable law.
If you participate in an in-person or online Smartzey experience (e.g., a cooking class or demonstration) (“Experience”), you expressly acknowledge that such Experience may involve risks such as physical injury or negative health impacts (e.g., food allergies). You expressly assume these risks if you participate in an Experience and acknowledge that you voluntarily choose to participate despite such risks. You further waive and release Smartzey and its Representatives from any and all liability, claims, costs, and expenses of any kind and of whatever nature which may later accrue, caused by or arising directly or indirectly from your participation in an Experience, including, without limitation, any injuries suffered while participating in an Experience or practicing what you learned through Experiences on your own time, any injuries to other persons, and any property damage that may occur as a result of engaging in an Experience.
You hereby release Smartzey and their successors from, and covenant not to sue for, claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site and/or Services, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Site and/or Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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 the released party.”
- Indemnity
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold Smartzey and its Representatives harmless from and against all claims, losses, actions, penalties, liabilities, damages, costs, and expenses, including without limitation, lawyers’ and experts’ fees and disbursements, in connection with or arising out of: (i) your use of or access to the Services, Products, or Content, (ii) your exposure to Content, User Content, or Feedback, (iii) the use by any other persons accessing any Services using your account or login; (iv) your violation of the Terms, including the Privacy Policy or applicable law; (v) your submission, posting, or transmission of User Content to the Services and our use thereof; or (vi) your violation of any rights of another. We reserve the right, at our own expense, to assume exclusive defense and control of such disputes, and in any event, you will fully cooperate with us in asserting any available defenses. You may not settle any claim contemplated under this Section 12 without the prior written consent of Smartzey.
13. Changes and Termination
13.1 Service and Price Adjustments
Subject to applicable local laws, Smartzey reserves the right to modify or discontinue the Services, including any products and their prices, at any time, either temporarily or permanently, with or without prior notice. Smartzey will not be held liable to you or any third party for any such changes, suspension, or discontinuation of the Services.
13.2 Termination of Access
We have the right, at our sole discretion, to terminate, suspend, or otherwise restrict your access to all or part of the Services at any time, with or without reason, and with or without notice to you. Upon termination of your access, your rights to use the Services will immediately end, although certain sections of these Terms will continue to apply, such as the provisions regarding Mandatory Arbitration and Class Action Waiver, as well as Sections 11 and 12. Termination may also result in the deletion of your account and/or any content you have uploaded, and Smartzey is not obligated to retain or return any of your information except as required by law. If your access is terminated under these Terms, you agree not to attempt to access the Services again, and if you do, you will be liable for any resulting damages or costs incurred by Smartzey or its representatives.
Except as required by applicable law or outlined in our Privacy Policy, we are not obligated to return or provide you or any third party with any content or information related to your account before or after termination.
13.3 Enforcement of Terms
If Smartzey becomes aware of any potential violations of these Terms or determines that you have breached any part of them, we reserve the right to take a range of actions, including but not limited to: reporting the issue to relevant legal authorities, disclosing necessary information to law enforcement, seeking reimbursement for any costs incurred due to the breach (including legal fees), issuing a warning, investigating your activities, and temporarily or permanently suspending your account or access to the Site. We are not liable for any actions we take in response to breaches of these Terms and reserve the right to take any other action we deem necessary.
14. Mandatory Arbitration and Class Action Waiver for U.S. Residents
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION ONLY APPLIES TO U.S. RESIDENTS.
14.1 Scope
You and Smartzey agree that these Terms are related to interstate commerce, and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section. This section is intended to cover all disputes between us, including those arising from our relationship, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, including your purchase and use of any product or service. This applies to claims that arose before these Terms or any prior agreement, and claims that may arise after the termination of these Terms. The only exceptions are certain intellectual property disputes and small claims, as outlined below.
14.2 Initial Dispute Resolution
Most issues can be resolved without arbitration. Before taking formal action, you should contact us at the provided address, giving your name, a brief written description of the dispute, your contact information, and the relief you seek. We will also attempt to resolve any issues with you before initiating arbitration. Except for certain intellectual property claims and small claims, both parties agree to try to resolve disputes directly through good faith negotiations before initiating a lawsuit or arbitration.
14.3 Binding Arbitration
If a resolution is not reached within 60 days from the start of informal dispute resolution, either party may initiate binding arbitration as the sole means to resolve claims (except as noted in section 14.8). All claims relating to these Terms shall be settled by binding arbitration administered by JAMS, under its rules applicable to claims based on the amount in dispute.
14.4 Arbitrator’s Authority
The arbitrator will have the exclusive authority to resolve all disputes related to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that part or all of these Terms is void or voidable. The arbitrator may grant any relief that a court could, and their decision will be final and binding.
14.5 Filing for Arbitration
To initiate arbitration, you must submit a Demand for Arbitration, describing your claim and the damages sought. This should be submitted to JAMS and a copy sent to Smartzey at the provided address. Arbitration fees will be handled per JAMS rules, and each party is responsible for its legal fees unless otherwise determined by the arbitrator.
14.6 Waiver of Class or Non-Individualized Relief
BY AGREEING TO THESE TERMS, YOU AND SMARTZEY AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may only grant relief in favor of the individual party involved and not affect other Smartzey customers.
14.7 Waiver of Jury Trial
BY AGREEING TO THESE TERMS, YOU AND SMARTZEY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIMS SUBJECT TO ARBITRATION.
14.8 Exception for Intellectual Property and Small Claims
Despite the arbitration agreement, either party may seek equitable relief or take legal action to protect intellectual property rights in a court with jurisdiction or through the U.S. Patent and Trademark Office. Small claims within the jurisdiction of small claims courts can also be pursued individually in those courts.
14.9 30-Day Opt-Out Right
You have the right to opt out of the arbitration and class action waiver provisions by notifying us in writing within 30 days of either the effective date of these Terms or your first use of the Services, whichever is later. If you opt out, Smartzey will not be bound by these arbitration provisions either.
14.10 Changes to this Section
If we make any material changes to this section, you may reject the change by notifying us in writing within 30 days of the change. If you previously opted out of this section, your notification will not affect your opt-out status. If you did not opt out initially, rejecting future changes means you will continue to arbitrate any disputes according to the language in this arbitration provision, as modified by the changes you did not reject.
14.11 Severance
If any part of this Arbitration Agreement is found to be void, unenforceable, or unlawful, it will be severed, and the remaining parts of the agreement will remain in effect.
14.12 Survival
This Arbitration Agreement survives the termination of these Terms or your use of the Services and will continue to apply even if your Smartzey account is closed.
14.13 Jurisdiction in Los Angeles
Except for arbitration-related matters, any legal action may only be brought in state or federal court in Los Angeles County, California, and both you and Smartzey consent to the exclusive jurisdiction and venue of these courts.
15. Text Messaging
15.1 Consent and Terms for Text Messaging
By using the Services, you agree that Smartzey, and those acting on our behalf, may send you recurring automated text messages at the number you provided. These may include messages about your use of the Services, as well as marketing or promotional messages. You consent to receiving these messages by providing your phone number for this purpose.
You can opt out of marketing messages at any time by texting STOP in response to any message or by contacting us via email. You may still receive operational messages, including those related to transactions or deliveries, even after opting out. If you do not wish to receive operational texts, do not use the Services. If you change your phone number, you are responsible for updating your account to avoid unwanted communication.
Text messages may be sent via an automatic dialing system, and you acknowledge that your consent is not required as a condition of any purchase. Carriers and Smartzey are not responsible for delayed or undelivered messages. Data and messaging rates may apply.
15.2 E-SIGN Disclosure
By agreeing to receive text messages, you consent to the use of an electronic record to document this agreement. If you wish to withdraw your consent for the use of electronic records, please send a message to hello@smartzey.com. To view and retain a copy of this disclosure or any information related to your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access, and (ii) either a printer or storage space on the device. For a free paper copy or to update your contact information, please contact us at hello@smartzey.com with your contact details and delivery address.
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Governing Law
These Terms, along with their subject matter and any related actions, shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflict of laws principles.
The parties agree that most disputes can be resolved without formal legal action. Therefore, before initiating any legal proceedings, you agree to contact us at ATTN: Legal, 10 Daybar avenue, Etobicoke, Ontario, with a copy to legal@smartzey.com. Provide your name, a brief written description of the dispute, your contact information, and a description of the specific relief sought. We will notify you via the contact details we have on file with a brief description of the dispute and next steps before taking any formal action. Except for intellectual property and small claims court matters, both parties agree to make their best efforts to resolve disputes, claims, questions, or disagreements directly through consultation and good faith negotiations before initiating a lawsuit or arbitration.
- General Terms
17.1 Limited Time to File Claims
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING THE PRODUCTS, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
17.2 Force Majeure
Smartzey shall not be liable for any delay or failure to perform resulting directly or indirectly from events beyond our reasonable control, including but not limited to internet failures, equipment malfunctions, power outages, strikes, civil disturbances, shortages, natural disasters, pandemics, wars, or actions by government authorities.
17.3 No Waiver
Failure by Smartzey to insist on performance of any obligations or rights, or to enforce them promptly, does not constitute a waiver of those rights or obligations. A waiver must be made in writing and does not imply automatic waiver of any future breaches.
17.4 Severability
If any provision of these Terms is found to be unlawful or unenforceable by a court or relevant authority, the remaining provisions will remain effective. The unlawful or unenforceable provision will be limited to the minimum extent necessary.
17.5 Third-Party Beneficiaries
Except as expressly provided, these Terms do not create any third-party beneficiaries.
17.6 Entire Agreement
These Terms (and any incorporated terms and conditions) represent the complete agreement between you and Smartzey, superseding all prior agreements. Any terms in purchase orders or similar documents that conflict with these Terms are not applicable.
17.7 Assignment
You may not assign or delegate these Terms or any rights under them. Smartzey may assign or delegate these Terms without restriction. These Terms bind and benefit each party and their successors and permitted assigns.
17.8 Modification
Any changes to these Terms are binding only if agreed to in writing by you and an authorized representative of Smartzey.
17.9 No Agency
These Terms do not create any agency, partnership, joint venture, or employer-employee relationship. You do not have the authority to create obligations or make representations on behalf of Smartzey.
17.10 Headings
Headings and subheadings are for convenience only and have no legal or contractual effect.
17.11 Survival
Provisions that by their nature are intended to survive termination of these Terms will continue to apply.
17.12 Consumer Complaints
California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by writing to 1625 N. Market Blvd., Ste. N 112, Sacramento, California 95834 or calling (800) 952-5210 or (916) 445-1254.
17.13 Notices
We may deliver notices via the email address associated with your account, through the Services, or by other means. Notices will be effective upon dispatch. If your email address is invalid, notices sent to that address will still be considered effective. For notices to us, send them to
10 Daybar avenue, Etobicoke, Ontario, with a copy to legal@smartzey.com.
17.14 Language
The official language of these Terms is English. All communications and agreements between Smartzey and you, and any proceedings related to these Terms, will be in English. Translations are for convenience only.
- Copyright Policy
Smartzey values the intellectual property rights of others and adheres to the Digital Millennium Copyright Act and other applicable laws. We are committed to addressing valid copyright infringement notices and reserve the right to terminate users who violate copyrights or other intellectual property rights, at our sole discretion and without prior notice.
If you believe that any content available on our Services infringes your copyright rights, you may send a written notice to Smartzey’s designated Copyright Agent using the contact details provided below. Your notice should include: (a) an electronic or physical signature of the copyright owner or an authorized representative; (b) a description of the allegedly infringing material and its location on the Services (e.g., the URL of the material if applicable, or other methods to locate it); (c) complete contact information, including the copyright owner’s name, your name, title, address, telephone number, and email address; (d) a statement affirming your good faith belief that the use of the material is not authorized by the copyright owner, their agent, or the law; and (e) a statement under penalty of perjury confirming the accuracy of the information provided and that you are the copyright owner or authorized to act on their behalf.
Send your completed notice to Smartzey’s Designated Copyright Agent at: Smartzey, 10 Daybar avenue, Etobicoke, Ontario. Attn: Legal, or email copyright@smartzey.com.
If you believe that the content removed (or to which access was disabled) does not infringe, or that you have the rights from the copyright owner, their agent, or under the law to use the content, you can send a written counter-notice to Smartzey’s Designated Copyright Agent including: (a) an electronic or physical signature; (b) a description of the removed material, including its location on the Services; (c) complete contact details, including your name, title, address, telephone number, and email address; (d) a statement under penalty of perjury asserting that the removal or disabling of the material was due to mistake or misidentification; and (e) a statement consenting to the jurisdiction of a federal court in Los Angeles, California, and agreeing to accept service of process from the party who provided the initial notice of infringement.
Upon receiving a valid counter-notice, Smartzey will forward it to the original complainant, who may then choose to replace the removed content or stop the disabling action within ten (10) business days. If the copyright owner does not file a court action against the content provider within this period, the content may be reinstated or access to it restored at our discretion within ten (10) to fourteen (14) business days or longer.
- Contact Us
For any questions regarding these Terms, please reach out to us at: hello@smartzey.com.