These Terms and Conditions govern your relationship with Smart Content TV Limited (“the Company”, “We”, “Us”, “Our”) in accessing the Company’s Website http://www.smartcontent.tv and using the Company’s services.
The Company’s services (“the Services”) are the provision of a software and digital content and management platform to its Customers for them to create and publish or broadcast easily Smart Digital Signage Content and Digital Out-of-Home content and services.
The Company’s Services are provided in accordance to these Terms and Conditions.
Please read this Agreement carefully before using the Services and our Website.
1.1. By becoming a Customer of the Company, you agree that you have read, understood, accepted and agreed to abide by these Terms and Conditions. If you disagree with any part of the terms then you shall cease using or accessing any of the Company’s Services or the Website.
1.2. These Conditions shall take effect and be binding upon the Customer upon:
1.2.1. Your use and access of the Website; and
1.2.2. Your use of any of the Services whether on your accountant or someone else’s account;
1.2.3. Your subscription to any of the Company’s Subscriptions including any free trial or offers from the date of order of supply of the Services.
2. Purchase And Provision Of The Services
2.1. If you wish to place an order to purchase any product or service made available through the Services ("Order"), you may be asked to supply certain information relevant to your Order including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
2.2. You represent and warrant that:
2.2.1 you have the legal right to use any credit card(s) or other payment method(s) in connection with any Order; and that
2.2.2 the information you supply to us is true, accurate and complete; and that
2.2.3 you have capacity and authority to place this Order.
2.3. Acceptance of your Order for the Services or your Subscription will take place upon the Company sending you confirmation of the same.
2.4. By placing an Order and agreeing to be bound by these Terms and Conditions you also agree for the Services to be provided as soon as possible.
2.5. By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating and processing the Order or provide the Services.
2.6. The Company reserves the right (without prejudice to any other remedy) by notice in writing to the Customer to reject or cancel an Order in the event:
2.6.1 product or service unavailability;
2.6.2 errors in the description or price of the product or service;
2.6.3 error in your Order;
2.6.5 suspicion of unauthorised or illegal transaction;
2.6.6 change in legislation; or
2.6.7 other reasons in accordance with these Terms and Conditions.
3. Price, Subscriptions And Terms Of Payment
3.1. The Customer agrees to pay the price for the Services (“The Price”) contracted for while placing its Order.
3.2. While every case has been taken in the preparation of any information or description of the Services appearing in the Company’s catalogues, brochures and other publications, it is subject to variation in the event of any changes in the figures supplied to the Company by other parties, omission or errors.
3.3. Unless otherwise stated in writing, all prices quoted are exclusive of VAT. Should the Company decide to charge VAT, this will be effectively communicated to the Customer where the prices are displayed and confirmed in the Customer’s Order confirmation notified by the Company.
3.4. We are constantly updating our offerings of products and services on the Service. The products or services available on our Service may be incorrectly priced, described inaccurately, or unavailable, and we may experience delays in updating information on the Service and in our advertising on other web sites.
3.5. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
3.6. The Company reserves the rights to amend the Price if there is a change in legislation, with its insurer or otherwise which prevents the Company from meeting its contractual obligations.
3.7. Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
3.8. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Smart Content TV Limited cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Smart Content TV Limited customer support team.
3.9. A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide Smart Content TV Limited with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise Smart Content TV Limited to charge all Subscription fees incurred through your account to any such payment instruments.
3.10. Should automatic billing fail to occur for any reason, Smart Content TV Limited will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
3.11. Smart Content TV Limited may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
3.12. You may be required to enter your billing information in order to sign up for the Free Trial.
3.13. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Smart Content TV Limited until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
3.14. At any time and without notice, Smart Content TV Limited reserves the right to:
3.14.1 modify the terms and conditions of the Free Trial offer; or
3.14.2 cancel such Free Trial offer.
3.15. Smart Content TV Limited, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
3.16. Smart Content TV Limited will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
3.17. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
3.18. Except when required by law, paid Subscription fees are non-refundable.
4. Services, Platform Agreement and Content:
4.1. Our Services and Platform allows you to post, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
4.2. By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
4.3. You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
5. Customer’s Warranties, Content Usage Obligations, Responsibilities and Liabilities:
5.1. In using Smart Content TV Limited’s Services you recognise and agree that you are solely responsible and liable for all your activities carried out on our Web, App, TV App and Cloud Servers, this responsibility extends to any and all Users registered to use your account or Users who gain access to your account. You shall be liable for any infringement of these Terms by a User as if you had breached the Terms.
5.2. Should your account be compromised or being used for illegal activities, it shall be your responsibility to promptly notify us of such events and activities where a breach of security or any unauthorised Use of Login credentials is occurring / has occurred.
5.3. You are responsible for ensuring that Content displayed and stored via our services is not deemed to be offensive, illegal and / or inappropriate in any form. Content that is deemed inappropriate, illegal or offensive is detailed in the list below:
5.3.1 Pornography: We prohibit content containing pornography or content that depicts graphical sexual acts or sexually explicit material. This includes full nudity contained in your application or marketing materials. We also don’t allow content that promotes or drives traffic to pornography sites;
5.3.2 Harassment: Materials and content that harasses, results in the harassment or advocates harassment of another person is strictly prohibited on our platform and services. Content will be removed if reported and your account may be temporarily suspended until further investigation;
5.3.3 Offensive Content: Smart Content TV Limited reserve the right to determine the appropriateness of all Content and to accept or reject any Content at our discretion. Any promotion of conduct that is abusive, threatening, obscene, defamatory or libellous will be withdrawn from our platform if deemed to be causing offence;
5.3.4 Promotion of Illegal Activities: Any Content deemed to be promoting any illegal activities must be proactively removed from our servers. The liability of such Content stored, displayed or created using Smart Content TV Limited services solely belongs to the named account holder;
5.3.5 Promotion of Abusive and / or Antisocial Behaviour: Any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual will be suspended and may result in the Content being passed to a law enforcement agency for further investigation;
5.3.6 Illegal Activity: Content must comply with all applicable laws. Any Content that provides instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;
5.3.7 Intellectual Property (IP) Infringement: Content that infringe the intellectual property rights of a third party may not be distributed on our Platform or Services. If your Content includes third party IP, you may be asked to submit documentation that you hold the appropriate license or permission to use that IP in your app. Smart Content TV will respond appropriately to any third party claims of breach of copyright which may result in content being removed without giving you prior warning or consent;
5.3.8 Copyrighted, Licensed and Third Party Content: You warrant and represent that you own, are licensed or otherwise have a right to use any and all the Intellectual Property Rights in any Content that you submit to the Service. You hereby indemnify and hold us harmless against all damages, losses, costs and expenses (including reasonable legal expenses) incurred or suffered by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with our use or possession of any Content in accordance with these Terms.
5.3.9 False, Fake and Inaccurate News / Content: You shall not knowingly promote, create or display information that you know or believe to be inaccurate, false or misleading;
5.3.10 Unethical and Illegal Money Laundering Activities: You shall not use the Platform or services to engage in the promotion of sweepstakes, competitions and/or illegal pyramid schemes;
5.3.11 Anti-Malware, Computer Virus and Hacking: You shall not knowingly upload, install, promote or create any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Website, Services or Platform;
5.3.12 Privacy / Publicity Infringement: You shall not infringe upon an individual’s privacy, right of publicity, or that portray an individual in a false light. Celebrity images and/or celebrity names cannot be used for commercial purposes without permission of the celebrity or their management. This includes unauthorized celebrity image collections or any other proprietary rights of any third party. By using our Services and Platform you and any user utilising your account on our Platform grants to us a non-exclusive, worldwide royalty free licence for use of any Content and all other materials submitted by you or any User who has access to your account;
5.3.13 Lawful Use of Content and Liabilities: Any Content that is uploaded to our servers, displayed or used that is either under license, belonging to a third-party or copyrighted will remain the sole responsibility of the account holder. Smart Content TV Limited will not accept or concede responsibility of any legal action, fines or fees resulting from Content uploaded, displayed or used on our servers. You are entirely responsible for ensuring the relevant licences, rights, obligation and restrictions applicable to any Content are used legally and appropriately as to not bring criminal proceedings against you. Smart Content TV Limited shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Content through using the Services or Platform we provide;
5.3.14 Warranties and Restrictions on Login Details and Account Ownership: In no circumstances shall you use your account to; Impersonate another individual, organisation or company. You shall not share your user details with another individual, organisation or company. Abuse services provided by using Content irresponsibly or with intent to cause harm, distress or upset to any group or individual. You shall maintain your account ensuring that any contact details, credit and debit card details are current, up-to-date and functioning correctly;
5.3.16 Country-Specific Restrictions: Some countries in which we provide our Services may have more restrictive standards than other countries as to the definition of “Offensive Content”, “Pornography”, or “Illegal Activity”. We may indefinitely restrict any Content or Service in any country where the sale or distribution of whichever Content would violate that country’s laws, cultural norms, or sensitivities;
5.4 Legal Disclaimer on prohibited Content: If any Content submitted to our Platform and /or Services contains, facilitates, or promotes Content that is prohibited by these guidelines, Smart Content TV Limited may revoke the Services provided or suspend further distribution of your Content without prior warning. If the Content is deemed illegal, offensive or else, your account details may be passed to the relevant law enforcement agencies for further investigation that may result in criminal proceedings against you and / or your organisation;
5.5 Smart Content TV Limited reserve the right to take any action that we deem to be necessary, including without limitation, the termination of your Contract forthwith and without notice should your account and use of our services breach any of the terms in these guidelines.
5.6 Each party warrants and represents that, as at the date of this Agreement, it has full capacity and authority to enter into this Agreement and is aged over 18.
6.1 When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
6.2 You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
6.3 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.
6.4 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene or which may be prohibited in accordance to the guidelines set out above at Clause 5.
6.5 Unpaid accounts that lay dormant or unused for in excess of 30 days may be deleted and removed, users will not be able to retrieve the content created. Paid accounts will remain online for the duration of their subscription.
6.6 All accounts will be bound to a maximum of 1GB of Cloud Storage, accounts in excess of this storage quota may have content removed or an option to pay to increase the quota will be offered.
7. Copyright Policy:
7.1 We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes the copyright or other intellectual property infringement ("Infringement") of any person.
7.2 If you are a copyright owner, or authorised on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of "Copyright Infringement" to firstname.lastname@example.org and include in your notice a detailed description of the alleged Infringement.
7.3 Smart Content TV Limited will act responsibly to address any copyright infringement claims made against any of the users on our platform and will work alongside copyright owners to regain control of any infringed or pirated Content.
7.4 You may be held accountable for damages (including costs and legal fees) for any misrepresentation made that any Content is infringing your copyright or intellectual property rights.
8. Device and Internet connection Disclaimer:
8.1 Smart Content TV Limited is not responsible and accepts no responsibility for hardware or device malfunction, lack of processing power or electrical fault that results in a fire, loss of life or property.
8.2 The device warranty will remain the sole responsibility of device manufacturer.
8.3 Devices that run the Smart Content App are ultimately chosen and operated by you at your own risk.
8.4 Smart Content is a WiFi dependent application and all content requires a strong internet connection to function to its full potential. Low bandwidth Internet may cause disruption to our services. Smart Content accepts no responsibility or liability for any loss of the Services or Content due to poor quality internet, internet drop-outs or internet services or WiFi connection provided by a third party or internet provider.
8.5 Whilst the Company tries to provide a cached service to minimise disruption, the Services rely on a strong internet connection which remains the ultimate and sole responsibility of the Customer.
9. Intellectual Property and link to other websites
9.1 The Services and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive and sole property of Smart Content TV Limited and its licensors.
9.2 All of the Company’s content and Services are protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or any of the Service without the prior written and express consent of Smart Content TV Limited.
9.3 Our Services may contain links to third-party web sites or services that are not owned or controlled by Smart Content TV Limited.
9.4 Smart Content TV Limited has no control over, and assumes no responsibility or liability for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Smart Content TV Limited shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
9.5 We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
10.1 We may terminate or suspend your account immediately and in accordance with the law and these Terms and Conditions, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
10.2 Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services.
11.1 The Company will not be liable for nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from and as far as it may be permitted by law, resulting from:
11.1.1 your access to or use of or inability to access or use the Service;
11.1.2 any conduct or content of any third party on the Service;
11.1.3 any content obtained from the Service;
11.1.4 unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
11.2 The Company will not be liable for nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from and as far as it may be permitted by law where:
11.2.1 there is no breach of a legal duty of care owed by the Company to the Customer;
11.2.2 the loss or damage is not a reasonably foreseeable result of any such breach;
11.2.3 any loss or damage or increased risk of loss or damage results from a breach or non-compliance by the Customer of its contract with the Company, including but not limited to these Terms and Conditions;
11.2.4 any loss of income or anticipated profits;
11.2.5 any loss of opportunity;
11.2.6 loss of goodwill or injury to reputation;
11.2.7 losses suffered by third parties;
11.2.8 any indirect, consequential, special or exemplary damages arising from the use of the Services, regardless of the form of action; or
11.3 To the extent that the Company is not able to exclude its liability to the Customer in accordance with the applicable law, the Company limits its liability to the re-performance of the relevant Services.
11.4 Nothing in these Terms and Conditions affects the Customer’s statutory rights.
12.1 The Company reserves the right to modify these Terms and Conditions without prior notice. When changes are made the Company will post them on this page of the Website.
12.2 By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
13. Further Disclaimer
13.1 Your use of the Services is at your sole risk. The Services are provided on an "AS IS" and "AS AVAILABLE" basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
13.2 Smart Content TV Limited its subsidiaries, affiliates, and its licensors do not warrant that:
13.2.1 the Service will function uninterrupted, secure or available at any particular time or location; and
13.2.2 any errors or defects will be corrected; and
13.2.3 the Service is free of viruses or other harmful components; or
13.2.4 the results of using the Service will meet your requirements.
14. Force Majeure
14.1 The Company shall be under no liability if it is unable to carry out any provisions of this Agreement for any reason beyond its control including an Act of God, legislation, war, fire, flood, drought, failure of utilities (including internet access and connection, any device malfunction or equivalent), lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of this Agreement.
14.2 During the continuance of an event of Force Majeure, the Customer may by written notice to the Company served no sooner that 14 days after the commencement of the contingency, elect to terminate this Agreement, notwithstanding the Customer’s liability to pay for any Services already supplied.
15.1 The Company is registered under the Data Protection Act 1998 ("the Act") and complies with the Act in all its dealings with the Customer’s personal data. If the Customer makes an enquiry by email or on the Website or request information about any Services, the Customer will need to give to their personal information such as their name, email address, business or home address and telephone number.
15.2 The Company will not release, offer or sell any personal information the Customer provides to other third parties without first seeking their permission. The Customers’ details may sometimes be shared within the Company and to the Company’s employees in order to provide the Customer with the Services that they have requested.
16. Entire Agreement
These Terms and Conditions together with any guidance, or policies issued by the Company and confirmation of the Orders or Subscriptions constitute the entire agreement between the Customer and the Company and supersede any prior understandings or agreements whether oral or written regarding the subject matter, and such contract may not be amended, varied or modified except by written agreement between the parties.
If any court or any other competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part thereof shall, to the extent required, be deemed deleted and the validity and enforceability or the other provisions shall not be affected.
18. Third Parties
The parties to this Agreement do not intend that any term of the agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
19. Applicable Law And Jurisdiction
These Terms and Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.