Terms of Service

Last Updated Date: July 2016

By signing up for the Smoolis service ("Service") or any of the services of Smoolis GmbH ("Smoolis", "we", or "us") you (the "User") are agreeing to be bound by the following terms and conditions. Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the most current version of the Terms of Service (the "Agreement") at any time at here. Smoolis reserves the right to update and change the Terms of Service by posting updates and changes to the Smoolis website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

These Terms of Service, and your relationship with Smoolis under these Terms of Service, shall be governed by the laws of Switzerland. You and Smoolis agree to submit to the exclusive jurisdiction of the courts located in Zurich, Switzerland, to resolve any legal matter arising from the Terms of Service.

Account Terms

You agree to all of the following:

1. You hereby certify that you are at least 18 years of age.

2. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.

3. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You are responsible for keeping your password secure. Smoolis cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

4. You are responsible for all activity and content (data, graphics, photos, links) that is uploaded under your Smoolis account. You will not publish content, or links to content, that is:

- Pornographic, sexually explicit, or violent.
- Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
- Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
- Breaches another's privacy.

5. You must not transmit any worms or viruses or any code of a destructive nature.

6. A breach or violation of any of the Account Terms as determined in the sole discretion of Smoolis will result in an immediate termination of your services.

7. You verify that your country of residence is the same as your billing address.

Smoolis may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If Smoolis reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.

General Conditions

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy before you may become a member of Smoolis.

1. All material and services available on the site, trademarks and service marks, logos, slogans and taglines are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners.

2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Smoolis.

3. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.

Our Rights

1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.

2. We reserve the right to refuse Service to anyone for any reason at any time.

3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Smoolis customer, Smoolis employee, member, or officer will result in immediate account termination.

4. Smoolis does not pre-screen content and it is in their sole discretion to refuse or remove any content that is available via the Service.

5. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Smoolis employees and contractors may also be Smoolis customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.

Intellectual Property and Customer Content

1. We do not claim any intellectual property rights over the material you provide to the Smoolis service. All material you upload remains yours. You can remove your Smoolis store at any time by deleting your account. This will also remove all content you have stored on the Service.

2. By uploading images and item description content to Smoolis, you agree to allow other internet users to view them and you agree to allow Smoolis to display and store them and you agree that Smoolis can, at any time, review all the content submitted by you to its Service.

3. You retain ownership over all content that you submit to a Smoolis store however, by making your store public, you agree to allow others to view your content.

4. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that:

a. was in the public domain at the time we received it,
b. comes into the public domain after we received it through no fault of ours,
c. we received from someone other than you without breach of our or their confidentiality obligations, or
d. we are required by law to disclose.

Which means: anything you upload remains yours and if you want to remove your content, just delete your account.

Plan and Fees

1. A valid credit card is required for accounts able to process orders using a live payment gateway.

2. You may agree to a one (1) month or twelve (12) month contract agreement with Smoolis. If you are purchasing Smoolis, you can choose to purchase on a monthly or yearly subscription and your subscription will renew automatically. Subscriptions are billed in advance on a monthly or yearly basis (as per the option chosen when you purchased such services) and are non-refundable for the subscription period they are purchased for.

3. You're able to upgrade/downgrade your plan monthly.

4. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your store manager interface. Any cancellation issued via your store manager interface must be done at least one (1) day prior to the end of the contract term.

5. Only Services and features clearly indicated as "free" are free or without charge. It is not the responsibility of Smoolis to provide free support for you in the use and operation of Smoolis.

6. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period.

7. If you purchase any Services that we offer for a fee, you agree to Smoolis, or our third party service providers, storing your payment card information. You expressly agree that we are authorized to charge you a monthly or yearly fee for any applicable Services. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees. Additionaly, a fixed sum can be charged for the cost of recovering a late commercial payment.

8. Smoolis does not provide refunds when you close your store.

Termination

1. Smoolis may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.

2. Services may be terminated by you, without cause, by following the cancellation procedures set forth in section Account > Permanently delete this store.

3. Once cancellation is confirmed, all of your content will be immediately deleted from the Service. Since deletion of all data is final please be sure that you do in fact want to cancel your account before doing so.

4. Fraud: Without limiting any other remedies, Smoolis may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

Taxes

You take full responsibility for all taxes and fees of any nature associated with services, including any sales tax related to the purchase or sale of commercial products.

Third-Party Applications

The User agrees that Smoolis isn't liable or responsible for any Applications provided by third parties ("Third-Party Applications"). The User agrees that it won't use any Third-Party Applications in a manner that would infringe or violate the rights of any other party and that Smoolis isn't in any way responsible for any such use.

Limitation of Liability

1. You expressly understand and agree that Smoolis shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

2. In no event shall Smoolis or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Smoolis partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

3. Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.

4. Smoolis does not warrant that the service will be uninterrupted, timely, secure, or error-free.

5. Smoolis does not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

6. Smoolis does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

7. Your are solely responsible for the accuracy and appropriateness of all your data and content within your site, including: exchange rates & currency conversion, sales tax calculations, terms of service, returns & refund, product pricing and description, shipping calculations and charges, contact information, email communications, and payment processing. Smoolis will not be held responsible for inaccurate information and any potential damages caused by such inaccuracies. You further understand that Smoolis may not maintain copies of files or documents that are send by you and that you are solely responsible for backing up all your data.

Modifications to the Service and Prices

1. Prices for using Smoolis are subject to change upon 14 days notice from Smoolis. Such notice may be provided at any time by posting the changes to the Smoolis site (www.smoolis.com).

2. Smoolis reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with or without notice.

3. Smoolis shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Smoolis GmbH
c/o Impact Hub Zurich
Sihlquai 131
8005 Zurich
Switzerland