Smart Communications Conversation Cloud Marketplace Terms of Use
Last Updated June 2, 2023
These Additional Smart Communications Conversation Cloud™ Marketplace Terms of Use (the “Marketplace Terms of Use”) are applicable to your access to and use of the Smart Communications Conversation Cloud™ Marketplace, located at https://www.smartcommunications.com/resources/marketplace/ operated by Smart Communications (“our,” “us,” or “we”) and constitute a legal agreement between you and us incorporated into the Terms of Use of our Website. Any defined terms in these Marketplace Terms are defined in the Terms of Use or in these Market Place Terms. By accessing or using the Smart Communications Conversation Cloud™ Marketplace, you agree and confirm that your organization is a current Smart Communications client, you acknowledge that you understand and agree to be bound by these Marketplace Terms of Use and to comply with all applicable laws and regulations when using the Smart Communications Conversation Cloud™ Marketplace and you have authority to agree to these terms on behalf of your organization. If you do not understand or agree to be bound by these Marketplace Terms of Use do not access, use, or download content from the Smart Communications Conversation Cloud™ Marketplace. If your customer agreement with Smart Communications does not allow click-thru agreements and you wish to use and access the Smart Communications Conversation Cloud™ Marketplace, please contact us for alternative arrangements.
Definitions
“Accelerators” means components that are designed by Smart Communications to connect and integrate Smart Communications services with Applications provided on the Smart Communications Conversation Cloud™ Marketplace for customers’ use and are provided at no additional charge.
“Applications” means links on Smart Communications Conversation Cloud™ Marketplace to third-party websites, services, resources or content about third-party standalone programs or other third-party infrastructure that are offered by Providers and may interoperate with our services; or be used in conjunction with our services; or used separately and independently from our services.
“Connectors” means components that are designed by Smart Communications to connect and integrate Smart Communication services with Applications. Connectors can be purchased under an Order with Smart Communications on a subscription basis. For further information please contact your Sales contact person.
“Professional Services” means professional services-built utilities, projects or code. Professional Services can be purchased under a Statement of Work with Smart Communications at additional charge. For additional assistance, please contact our Professional Services team.
“Providers” means independent third-party developers or other third-party providers.
Applications
Applications are provided for your information only and we shall not be liable for, and make no warranties whatsoever with respect to, any such Applications. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
Use of the Applications sourced from Providers and offered by them are governed by the terms of the Provider’s end user license agreement or other agreement applicable to each Provider Application. Each Provider is solely responsible for its Application(s), including, without limitation, for: (i) any and all content, services or subscriptions provided through or in connection with the Application; (ii) the development, installation, maintenance and support service, if applicable, and use of the Application; (iii) any and all warranties for the Application, whether express or implied by law, to the extent not effectively disclaimed in the applicable license agreement, or other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty; and (iv) the investigation, defense, settlement and discharge of any liabilities or claims by you or any third party in any way related to the Application, including but not limited to, for product liability, personal injury or death, noncompliance with applicable law, rule or regulation and infringement or misappropriation of a third party’s intellectual property or other rights.
Accelerators
The use of Accelerators may be governed by the terms of the Provider’s end user license agreement or other agreement applicable to each Provider Application. You shall ensure to enter into such license agreement and comply with its terms before downloading or otherwise making use of the relevant Accelerator. Smart Communications is not responsible for any interruption or errors within your or any third-party’s internal operations systems or infrastructure caused by the download or any other or further use of the Accelerator by you. You are solely responsible for the use of Accelerators, and your use of the Accelerators is not a representation by Smart Communications regarding the Accelerators’ compliance with any law or regulation.
Accelerators require you to download, configure and comprehensively test the Accelerator code against the specific environment configurations. Accelerators are distributed with source code and documentation and are not subject to any Smart Communications’ product or support.
Smart Communications retains all rights, title and interest to the Accelerators. Accelerators are provided to you as-is and Smart Communications grants you a worldwide, non-exclusive, unlimited – as to function and time – right to use the Accelerators.
Connectors
Connectors are maintained, updated and licensed by Smart Communications for customers under the terms of the relevant Order. Your use of the Connectors will be in object code form. Unless expressly authorized by law or the in relevant Order, you may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Connector. Smart Communications retains all rights, title and interest to the Connectors. You shall not make any change, alteration or modification to the Connectors, except as expressly permitted by Smart Communications.
Professional Services
Professional Services are built, maintained and potentially updated by Smart Communications for customers under the terms of the relevant Statement of Work.
Operation of the Smart Communications Conversation Cloud™ Marketplace
We reserve the right, at our sole discretion, to do any of the following, at any time, for any reason or no reason, with or without prior notice, and without liability: (1) refuse, restrict, modify, suspend, or terminate operation of or your access to the Smart Communications Conversation Cloud™ Marketplace, or any portion of the Smart Communications Conversation Cloud™ Marketplace; (2) modify or change the Smart Communications Conversation Cloud™ Marketplace, or any portion of the Smart Communications Conversation Cloud™ Marketplace; and (3) interrupt the regular operation of the Smart Communications Conversation Cloud™ Marketplace, or any portion of the Smart Communications Conversation Cloud™ Marketplace, as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes to the Smart Communications Conversation Cloud™ Marketplace. We may also make improvements or changes in the products or programs described in the Smart Communications Conversation Cloud™ Marketplace at any time without notice.
Disclaimer of Warranties
ALL APPLICATIONS AND ACCELERATORS INCLUDED IN OR AVAILABLE THROUGH THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. ALL APPLICATIONS AND ACCELERATORS INCLUDED IN OR AVAILABLE THROUGH THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE APPLICATIONS AND ACCELERATORS INCLUDED IN OR AVAILABLE THROUGH THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE ARE ACCURATE, CURRENT, COMPLETE, OR ERROR-FREE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT APPLICATIONS AND ACCELERATORS INCLUDED IN OR AVAILABLE THROUGH THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY REPORTED PROBLEMS MAY BE RESOLVED WITH THE USE OF ANY INFORMATION THAT WE PROVIDE THROUGH THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE. YOUR USE OF THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE, INCLUDING APPLICATIONS AND ACCELERATORS INCLUDED IN OR AVAILABLE THROUGH THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE, IS AT YOUR SOLE RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO, USE OF, OR INABILITY TO USE THE APPLICATIONS REFERRED TO OR ACCELERATORS INCLUDED IN OR LINKED TO THE SMART COMMUNICATIONS CONVERSATION CLOUD™ MARKETPLACE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION
You agree to defend, indemnify, and hold us, our suppliers, affiliates, subsidiaries, joint ventures, third-party service providers, and its respective employees, contractors, agents, officers, and directors harmless from any and all liability, claims, and expenses (including reasonable attorneys’ fees) that arise out of or are related to (i) your violation of these Marketplace Terms of Use, your submission of any Applications or Content, or your use or misuse of the Smart Communications Conversation Cloud™ Marketplace or any Application referred to in the Smart Communications Conversation Cloud™ Marketplace, including the accuracy or completeness of any products, programs, and services received by you, or your violation of any rights of a third party, and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information, private health information or other private information.
Entire Agreement
Our Terms of Use and these Marketplace Terms constitute the entire agreement between you and us with respect to the subject matter contained herein and supersede all previous agreements, statements and understandings from or between you and us regarding the subject matter contained herein.
If you believe or become aware of any material on this Website infringes your or any other person’s copyright, please report this by email to [email protected] or by post to Smart Communications at Suite 23, LCLB, 95 Mortimer Street, London, W1W 7GB.