Terms Of Service
Last modified: April 10, 2020
Smatter LLP ("Smatter", "our", "we", "it", or "us") provides priority messaging services, and other services to users around the
world. Please read our Terms of Service so you understand realtime updates with your use of Smatter.
You agree to our Terms of Service ("Terms") by installing, accessing, or using our apps, services, features, software, or website
LIMITED ACCESS TO EMERGENCY SERVICES: Though there are important differences between Smatter and your mobile and fixed-line
telephone and SMS services. Our Services might provide access to emergency services or emergency services providers, including
the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure you can
contact your relevant emergency services providers through a mobile, fixed-line telephone, or other service.
IF you have verified your phone number in the PHONE NUMBER VERIFICATION ACTIVITY and accepted our Terms & Conditions before
registering, you agree to our terms which CONTAIN A BINDING ARBITRATION PROVISION, WHICH STATES THAT, EXCEPT IF YOU OPT OUT AND
EXCEPT FOR CERTAIN TYPES OF DISPUTES, Smatter AND YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH
MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN
CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. PLEASE READ THE "SPECIAL ARBITRATION PROVISION" SECTION TO
About our services
Registration. You must register for our Services using accurate data, provide your current mobile phone number, and, if you change it,
update this mobile phone number by installing the app in your new device. You agree to receive text messages and phone calls
(from us or our third-party providers) with codes to register for our Services.
You provide us the phone numbers of Smatter users and your other contacts in your mobile phone address book on a
regular basis. You confirm you are authorized to provide us such numbers to allow us to provide our Services.
You must be at least 3 years old to use our Services (or such greater age required in your country for you to be authorized
to use our Services without parental approval). In addition to being of the minimum required age to use our Services under
applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must
agree to our Terms on your behalf.
Devices and Software.
You must provide certain devices, software, and data connections to use our Services, which we otherwise do
not supply. For as long as you use our Services, you consent to downloading and installing updates to our Services, including
Fees and Taxes.
You are responsible for all carrier data plan and other fees and taxes associated with your use of our Services.
We may charge you for our Services, including applicable taxes. We may refuse or cancel orders. We do not provide refunds for our
Services, except as required by law.
Smatter cares about your privacy.
the types of information we receive and collect from you and how we use and share this information. You agree to our data practices,
transfer and processing of your information to the Indian and other countries globally where we have or use facilities,
service providers, or partners, regardless of where you use our Services. You acknowledge that the laws, regulations, and
standards of the country in which your information is stored or processed may be different from those of your own country.
Acceptable use of our services
Our Terms and Policies. You must use our Services according to our Terms and posted policies.
If we blacklist your account for a violation of our Terms, you will not create another account without our permission.
Legal and Acceptable Use.
You must access and use our Services only for legal, authorized, and acceptable purposes. You will not use (or assist others in using)
our Services in ways that: (a) violate, misappropriate, or infringe the rights of Smatter, our users, or others, including privacy,
publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating,
harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise
inappropriate, including promoting violent crimes; (c) involve publishing falsehoods, misrepresentations, or misleading statements;
(d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging,
auto-dialing, and the like; or (f) involve any non-personal use of our Services unless otherwise authorized by us.
Harm to Smatter or Our Users.
You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license,
sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways
that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through
(a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services;
(b) send, store, or transmit viruses or other harmful computer code through or onto our Services;
(c) gain or attempt to gain unauthorized access to our Services or systems;
(d) interfere with or disrupt the integrity or performance of our Services;
(e) create accounts for our Services through unauthorized or automated means;
(f) collect the information of or about our users in any impermissible or unauthorized manner;
(g) sell, resell, rent, or charge for our Services; or
(h) distribute or make our Services available over a network where they could be used by multiple devices at the same time.
Keeping Your Account Secure.
You are responsible for keeping your device and your Smatter account safe and secure, and you must
notify us promptly of any unauthorized use or security breach of your account or our Services.
Our Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services.
For example, you may choose to use third-party data backup services (such as iCloud or Google Drive) that are integrated with our
Services or interact with a share button on a third party's website that enables you to send information to your Smatter contacts.
Please note that when you use third-party services, their own terms and privacy policies will govern your use of those services.
Smatter does not claim ownership of the information that you submit for your Smatter account or through our Services.
You must have the necessary rights to such information that you submit for your Smatter account or through our Services and the
right to grant the rights and licenses in our Terms.
We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights
associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual
property rights unless you have our express permission and except in accordance with our Brand Guidelines.
Your License to Smatter.
In order to operate and provide our Services, you grant Smatter a worldwide, non-exclusive, royalty-free, sublicensable, and
transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information
(including the content) that you upload, submit, store, send, or receive on or through our Services.
The rights you grant in this license are for the limited purpose of operating and providing our Services
(such as to allow us to display your profile picture and status message, transmit your messages, store your undelivered messages
Smatter's License to You.
We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services,
subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services,
in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the
licenses and rights expressly granted to you.
Reporting third-party copyright, trademark, and other intellectual property infringement
To report claims of third-party copyright, trademark, or other intellectual property infringement, please visit our Intellectual
Property Policy. We may terminate your Smatter account if you repeatedly infringe the intellectual property rights of others.
Limitation of liability
The Smatter PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL
DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE Smatter PARTIES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN
CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE
PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION
OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE Smatter PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Smatter Parties from and against all liabilities, damages, losses, and
expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with
any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b)
your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by
us in the defense or settlement of any Claim.
Forum and Venue.
If you are a Smatter user located in India, the "Special Arbitration Provision for India" section below applies to you.
Please also read that section carefully and completely.
If you are not subject to the "Special Arbitration Provision for India" section below, you agree that you will resolve any
Claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Services
(each, a "Dispute," and together, "Disputes") exclusively in the Indian District Court for Ahmedabad or a state court located in
Gujarat, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.
The laws of the State of Gujarat govern our Terms, as well as any Disputes, whether in court or arbitration,
which might arise between Smatter and you, without regard to conflict of law provisions.
Availability and termination of our services
Availability of Our Services.
Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures.
We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms,
at any time. Events beyond our control may affect our Services, such as events in nature and other force majeure events.
We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you violate the
letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, our users, or others.
The following provisions will survive any termination of your relationship with Smatter: "Licenses," "Disclaimers,"
"Limitation of Liability," "Indemnification," "Dispute Resolution," "Availability and Termination of our Services," "Other,"
and "Special Arbitration Provision for India Users."
Unless a mutually executed agreement between you and us states otherwise, our Terms make up the entire agreement between you and us
regarding Smatter and our Services, and supersede any prior agreements.
We may ask you to agree to additional terms for certain of our Services in the future, which will govern to the extent there is a
conflict between our Terms and such additional terms.
Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law or
would subject us to any regulations in another country. We reserve the right to limit our Services in any country.
You will comply with all applicable Indian and non-Indian export control and trade sanctions laws ("Export Laws"). You will not,
directly or indirectly, export, re-export, provide, or otherwise transfer our Services:
(a) to any individual, entity, or country prohibited by Export Laws;
(b) to anyone on U.S. or non-U.S. government restricted parties lists; or
(c) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons, or missile technology
applications without the required government authorizations. You will not use or download our Services if you are located in a
restricted country, if you are currently listed on any Indian or non-Indian restricted parties list, or for any purpose prohibited
by Export Laws, and you will not disguise your location through IP proxying or other methods.
Our Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any
translated version of our Terms conflicts with the English version, the English version controls.
Any amendment to or waiver of our Terms requires our express consent.
We may amend or update these Terms. We will provide you notice of amendments to our Terms, as appropriate, and update the
"Last Modified" date at the top of our Terms. Your continued use of our Services confirms your acceptance of our Terms, as amended.
If you do not agree to our Terms, as amended,
YOU MUST STOP USING OUR SERVICES
Please review our Terms from time to time.
All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger,
acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of
our affiliates, successor entities, or new owner.
You will not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.
Nothing in our Terms will prevent us from complying with the law.
Except as contemplated herein, our Terms do not give any third-party beneficiary rights.
If we fail to enforce any of our Terms, it will not be considered a waiver.
If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed
severable from our Terms and shall not affect the validity and enforceability of the remaining provisions, except as set forth
in the "Special Arbitration Provision for India" - "Severability" section below.
We reserve all rights not expressly granted by us to you. In certain jurisdictions, you may have legal rights as a consumer,
and our Terms are not intended to limit such consumer legal rights that may not be waived by contract.
We always appreciate your feedback or other suggestions about Smatter and our Services, but you understand that we may use your
feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).
Special arbitration provision for India users
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO OUR INDIAN USERS. IF YOU ARE A
Smatter USER LOCATED IN INDIA, IT REQUIRES YOU TO SUBMIT TO BINDING INDIVIDUAL ARBITRATION OF ALL DISPUTES, EXCEPT FOR THOSE THAT
INVOLVE INTELLECTUAL PROPERTY DISPUTES AND EXCEPT THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. THIS MEANS YOU ARE WAIVING YOUR
RIGHT TO HAVE SUCH DISPUTES RESOLVED IN COURT BY A JUDGE OR JURY. THIS SECTION ALSO LIMITS THE TIME YOU HAVE TO START AN ARBITRATION
OR, IF PERMISSIBLE, A COURT ACTION. FINALLY, THIS SECTION WAIVES YOUR RIGHT TO HAVE YOUR DISPUTE HEARD AND RESOLVED AS A CLASS ACTION,
CLASS ARBITRATION, OR A REPRESENTATIVE ACTION.
"Excluded Dispute" means any Dispute relating to the enforcement or infringement of your or our intellectual property rights
(such as copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents). For clarity and notwithstanding the
foregoing, those Disputes relating to, arising out of, or in any way in connection with your rights of privacy and publicity are not
Federal Arbitration Act.
The Indian Federal Arbitration Act governs the interpretation and enforcement of this "Special Arbitration Provision for Indian Users"
section, including any question whether a Dispute between Smatter and you is subject to arbitration.
You may opt out of this agreement to arbitrate.
If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt out,
you must notify us in writing postmarked within 30 days of the later of:
(i) the date that you first accepted our Terms; and
(ii) the date you became subject to this arbitration provision.
You must use this address to opt-out:
Prominer Industries Private Limited
102 Chitragupta Apt
You must include:
(1) your name and residence address;
(2) the mobile phone number associated with your account; and
(3) a clear statement that you want to opt out of our Terms agreement to arbitrate.
Solicitor and Senior Legal Advisor