1. ACCEPTANCE OF TERMS
Welcome to TaskComplete, a service offered by Smart Design Technologies, Inc. This service is being provided to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.taskcomplete.com/static/termsofservice.htm.
2. DESCRIPTION OF SERVICE
Smart Design Technologies, Inc. currently provides users with access to TaskComplete - a web-based task management, calendaring, and collaboration system intended for small to medium sized workgroups to effectively track work to be performed on a daily basis (the "Service"). You understand and agree that the service may include certain communications from Smart Design Technologies, Inc., such as service announcements, administrative messages and billing receipts, and that these communications are considered part of the TaskComplete membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that Smart Design Technologies, Inc. assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
3. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Smart Design Technologies, Inc. of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Smart Design Technologies, Inc. cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.
4. MEMBER CONDUCT
You understand that all information, data, text, messages or other materials ("Content") are the sole responsibility of the person from which such Content originated. This means that you, and not Smart Design Technologies, Inc., are entirely responsible for all Content that you post or make available via the Service. Smart Design Technologies, Inc. does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You agree to not use the Service to:
a. post any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
c. forge headers or otherwise manipulate identifiers in order to disrupt normal operation of the service;
d. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
e. post any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
f. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
g. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
h. "stalk" or otherwise harass another; or
You acknowledge that Smart Design Technologies, Inc. does not pre-screen Content, but that Smart Design Technologies, Inc. shall have the right (but not the obligation) in their sole discretion to refuse or remove any content that violates the TOS or is otherwise objectionable.
5.TERMS OF PAYMENT
You agree to pay Smart Design Technologies, Inc. appropriate payment for the services received from TaskComplete, in advance of the time period during which such services are provided. You agree to provide Smart Design Technologies, Inc. with current billing and contact information and authorize Smart Design Technologies, Inc. to bill all account and related charges to the credit card on file. You further agree that until and unless you notify Smart Design Technologies, Inc. of your desire to cancel any or all services received, those services will be billed on a recurring basis. You agree that prepayments will be billed and charged automatically on the next billing date as indicated on your 'Group Info' page. If Smart Design Technologies, Inc. is not able to charge your account, your membership will be placed on hold until valid account information is provided. No activity is permitted by any member when an account is on hold. Smart Design Technologies, Inc. assumes no responsibility for any inconvience caused by the hold on your account due to the inability to bill. Accounts on hold for more than one billing cycle may be canceled. You may cancel at anytime. No refund for partial month usage will be given. Your account will remain active and fully usable until the stated next billing date at which time the account will be closed and inaccessible. If you decide to reactivate your account prior to the next billing date, you will not be charged until the stated next billing date. Accounts reactivated after the stated next billing period will be immediately charged the amount that would have been due on the stated next billing date. Smart Design Technologies, Inc. reserves the right to change service fees of TaskComplete at any time.
6. INDEMNITY
You agree to indemnify and hold Smart Design Technologies, Inc., affiliates, officers, agents, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
7. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
8. MODIFICATIONS TO SERVICE
Smart Design Technologies, Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily, the Service (or any part thereof) with or without notice. You agree that Smart Design Technologies, Inc. shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
9. TERMINATION
You agree that Smart Design Technologies, Inc. may, under certain circumstances and without prior notice, immediately terminate your TaskComplete account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account cancelations), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical issues or problems, and (f) extended periods of inactivity. Termination of your TaskComplete account includes (a) removal of access to all offerings within the Service (b) if the account is not reactivated for an extended period of, deletion of your user account, and the accounts of all invited users, and all related information, posted Content related to your account and other user accounts within your group (or any part thereof), and (c) barring further use of the Service to you and any member of your group. Further, you agree that all terminations for cause shall be made in Smart Design Technologies, Inc.'s sole discretion and that Smart Design Technologies, Inc. shall not be liable to you or any third-party for any termination of your account or access to the Service.
10. DISCLAIMER.
THE PRODUCTS, SERVICES, AND INFORMATION PROVIDED THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 10(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LIMITATION OF LIABILITY
(a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Site or any services or products obtainable therefrom, (b) the unavailability or interruption of the Site or any features thereof, (c) your use of the Site, (d) the content contained on the Site, or (e) any delay or failure in performance beyond the control of a Covered Party.
(b) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.