Terms of Use

SMBC Service Agreement

UPDATED MOBILE APPS/WEBSITE TERMS OF USE

What’s New in the Updated Terms of Use?

We, SMBC NETWORK have revised the Terms of Use for our current and future online and mobile websites, platforms, services, applications, and networks owned or operated by SMBC currently or in the future provides services and/or technology (the “Site” or “Sites”). Some of the key changes are summarized below, but please take the time to read the full Terms of Use. You accept and agree to be bound by these Terms of Use when you use any of the Sites, without limitation, when you view or access content or videos on any of the Sites.

Sections 10, 11 & 12 Governing Law, Agreement to Arbitrate and Class Action Waiver. To help streamline the resolution of disputes, claims, and controversies under these updated Terms of Use, as set forth in more detail below, you now agree that both you and SMBC NETWORK, including its present and future subsidiaries, will be obligated to arbitrate disputes, claims, and controversies that arise out of or relate to your use of the Sites and/or the provision of content, services, and/or technology on or through the Sites, and that any such proceedings will be conducted only on an individual basis (and not as a class action), and under Georgia law.

Section 2 User Content. We streamlined information concerning the handling and use of content provided by you or others in connection with the Sites. In some cases additional terms will apply to portions of the Sites that collect user content.

IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTIONS 11 and 12.

(A) Governing Terms. These Terms of Service, along with any additional terms and conditions that are referenced herein or that are presented elsewhere on the Site in relation to a specific service or feature (collectively, “Terms of Service”) and the SMBC NETWORK Privacy Policy, set forth the terms and conditions that apply to your use of the SMBCgo.com Site. By using the Site, you agree to comply with all of the terms and conditions hereof. If you do not agree to these Terms of Service, you should not access or use the Site.

(B) Changes to Terms of Service. SMBC NETWORK may modify the Terms of Service, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Site after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

(C) Changes to Site. SMBC NETWORK may change or discontinue any aspect, service or feature of the Site at any time, including, but not limited to, content, hours of availability, and equipment needed for access or use.

(D) Registration. You may be given the opportunity to register via an online registration form to create a user account (“Your Account”) that may allow you to receive information from SMBC NETWORK and/or to participate in certain features on the Site such as certain Interactive Areas. SMBC NETWORK will use the information you provide in accordance with the SMBC NETWORK Privacy Policy. By registering you represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information on the Site so that it remains current, complete and accurate. During the registration process, you may be required to choose a password and/or user name. You acknowledge and agree that SMBC NETWORK may rely on this password or user name to identify you. You shall be responsible for protecting the confidentiality of your user name(s) or password(s), if any. You are responsible for all use of Your Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Account complies fully with the provisions of these Terms of Service. (E) Equipment. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Site and all charges related to the same.

  1. User Content and Conduct; Community Guidelines

The following terms apply to content submitted by users, and user conduct, on the Site’s Interactive Areas, including SMBC NETWORK iReport:

(A) Interactive Areas. The Site may contain comments sections, discussion forums, or other interactive features, including SMBC NETWORK iReport, SMBC NETWORK’s user-generated news community (“Interactive Areas”) in which you may post or upload user-generated content, including but not limited to iReports, comments, video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older. By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms of Service, submit content, participate on the Site, and fulfill the obligations set forth in these Terms of Service, which forms a binding contract between you and SMBC NETWORK. Employees of SMBC NETWORK may not submit User Content without permission from their supervisors.

(B) Community Guidelines. By submitting any User Content or participating in an Interactive Area within or in connection with the Site, you agree to abide by the following rules of conduct:

You agree not to upload, post or otherwise transmit any User Content that:

  • violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others.
  • you know to be false, misleading or inaccurate.
  • contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity.
  • contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd.
  • violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them.
  • advocates violent behavior.
  • poses a reasonable threat to personal or public safety.
  • contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitive, prurient, or gratuitous purposes.
  • is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by SMBC NETWORK, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Site.
  • does not generally pertain to the designated topic or theme of any Interactive Area.
  • contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

You agree not to engage in activity that would constitute a criminal offense or give rise to a civil liability.

You agree that if necessary, you have the consent of each and every identifiable natural person in any submission to use such persons name or likeness in the manner contemplated by the Site.

You agree that any person who appears in your submission who is a current member of the Screen Actors Guild (SAG), the American Federation of Television and Radio Actors (AFTRA) or any other rights society is not entitled to compensation by SMBC NETWORK.

You agree not to impersonate any person or entity, including, but not limited to, SMBC NETWORK or any SMBC NETWORK employee, or falsely state or otherwise misrepresent your affiliation with any person or entity.

You agree not to represent or suggest, directly or indirectly, SMBC NETWORK’s endorsement of User Content.

You agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about the Site users or posting private information about a third party.

You agree not to upload, post or otherwise transmit any User Content, software or other materials which contain a virus or other harmful or disruptive component.

You agree not to interfere with or disrupt the Site or the servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Site, use the Site, or access to the Site.

You agree not to use any service, technology or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web “robots” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

You agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.

Any conduct that in SMBC NETWORK’s sole discretion restricts or inhibits anyone else from using or enjoying the Site will not be permitted. SMBC NETWORK reserves the right in its sole discretion to remove or edit User Content by you and to terminate Your Account for any reason.

SMBC NETWORK does not vouch for the accuracy or credibility of any User Content, and does not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Site. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.

(C) Monitoring. SMBC NETWORK shall have the right, but not the obligation, to monitor User Content posted or uploaded to the Site to determine compliance with these Terms of Service and any operating rules established by SMBC NETWORK and to satisfy any law, regulation or authorized government request. Although SMBC NETWORK has no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Site, SMBC NETWORK reserves the right, and has absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Site at your sole cost and expense. In addition, SMBC NETWORK may share personally identifiable information in response to a law enforcement agency’s request, or where we believe it is necessary, or as otherwise required or permitted by law. See SMBC NETWORK Privacy Policy.

The decision by SMBC NETWORK to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on the part of SMBC NETWORK in connection with or arising from use by you of Interactive Areas on the Site.

(D) License to User Content. By submitting User Content to the Site, you automatically grant SMBC NETWORK the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties. Notwithstanding the foregoing, in the event SMBC NETWORK licenses your iReport as stand-alone content outside of SMBC NETWORK’s programming to third parties unaffiliated with SMBC NETWORK, SMBC NETWORK will pay you a percentage of the license fees it actually receives according to rates determined by SMBC NETWORK’s licensing division, ImageSource. You agree and acknowledge that any iReport you submit may be entered into the annual iReport Awards. You represent and warrant to SMBC NETWORK that you have the full legal right, power and authority to grant to SMBC NETWORK the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms of Service, or infringe upon any rights, including the right of privacy or right of publicity, constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant SMBC NETWORK the right, but not the obligation, to pursue at law any person or entity that violates your or SMBC NETWORK’s rights in the User Content by a breach of these Terms of Service.

(E) Moral Rights. If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the User Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the User Content by SMBC NETWORK or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) you forever release SMBC NETWORK, and its licensees, successors and assigns, from any claims that you could otherwise assert against SMBC NETWORK by virtue of any such moral rights. You also permit any other user to access, view, store or reproduce the User Content for that user’s personal use.

(F) No Obligation. User Content submitted by you will be considered non-confidential and SMBC NETWORK is under no obligation to treat such User Content as proprietary information except pursuant to the SMBC NETWORK Privacy Policy. Without limiting the foregoing, SMBC NETWORK reserves the right to use any User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. SMBC NETWORK is under no obligation to edit, delete or otherwise modify User Content once it has been submitted to SMBC NETWORK. SMBC NETWORK shall have no duty to attribute authorship of User Content to you, and shall not be obligated to enforce any form of attribution by third parties.

  1. Copyright Ownership.

The Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are copyrighted as a collective work under the United States copyright laws. SMBC NETWORK owns copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of SMBC NETWORK and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

  1. Third Party Content.

SMBC NETWORK is a distributor (and not a publisher or creator) of content supplied by third parties and users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers or users of the Site, are those of the respective author(s) or distributor(s) and not of SMBC NETWORK. Neither SMBC NETWORK nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 below for the complete provisions governing limitation of liabilities and disclaimers of warranty.)

In many instances, the content available through the Site represents the opinions and judgments of the respective user or information provider not under contract with C SMBC NETWORK. SMBC NETWORK neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Site by any third party. Under no circumstances will SMBC NETWORK be responsible or liable, directly or indirectly, for any loss or damage caused by your use or reliance on information obtained through the Site. SMBC NETWORK is not responsible for any actions or inaction on your part based on the information that is presented on the Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

  1. Advertisements and Promotions.

SMBC NETWORK may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than SMBC NETWORK, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. SMBC NETWORK is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

  1. Disclaimer of Warranty; Limitation of Liability.

(A) YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER SMBC NETWORK, ITS PARENT, SUBSIDIARIES, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE.

(B) THE SITE, INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADABLE SOFTWARE, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE.

(C) THE SITE MAY OFFER HEALTH, FITNESS, NUTRITIONAL AND OTHER SUCH INFORMATION, BUT SUCH INFORMATION IS DESIGNED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. THE INFORMATION CONTAINED ON THE SITE DOES NOT AND IS NOT INTENDED TO CONVEY MEDICAL ADVICE AND DOES NOT CONSTITUTE THE PRACTICE OF MEDICINE. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. SMBC NETWORK IS NOT RESPONSIBLE FOR ANY ACTIONS OR INACTION ON A USER’S PART BASED ON THE INFORMATION THAT IS PRESENTED IN THE SITE.

(D) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SMBC NETWORK, OR ITS PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE SITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE SITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE SITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHEHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF SMBC NETWORK OR ITS PRESENT OR FUTURE PARENTS OR AFFILIATED COMPANIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FORGEOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT SMBC NETWORK AND/OR ITS PRESENT OR FUTURE PARENTS AND AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITES OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(G) SMBC NETWORK disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Site, you acknowledge and agree to SMBC NETWORK’s disclaimer of any such liability. If you do not agree, you should not access or use the Site.

  1. Indemnification.

You agree to defend, indemnify and hold harmless SMBC NETWORK, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Site by you or your Account. SMBC NETWORK reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide SMBC NETWORK with such cooperation as is reasonably requested by SMBC NETWORK.

  1. Termination.

SMBC NETWORK may terminate or suspend these Terms of Service at any time without notice to you. Without limiting the foregoing, SMBC NETWORK shall have the right to immediately terminate Your Account in the event of any conduct by you which SMBC NETWORK, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Service. The provisions of Sections 1 — 13 shall survive termination of these Terms of Service.

  1. Trademarks.

SMBC NETWORK, subsidiaries and affiliates, own all rights to their logos and trademarks used in connection with the Site. All other logos and trademarks appearing on the Site are the property of their respective owners.

  1. Governing Law.

The content, data, video, and all other material and features on the Site are presented for the purpose of providing entertainment, news and/or information and/or promoting programs, films, music, games, and other products and/or services that are or may become available in the United States, its territories, possessions, and protectorates.

Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Sites, and/or the provision of content, services, and/or technology on or through the Sites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of New York applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.

  1. Disputes/Arbitration. PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

SMBC NETWORK and you agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

In the event of a dispute, claim, or controversy arising out of or in connection with your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site, SMBC NETWORK or you must give the other notice of the dispute, claim, or controversy which notice will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You must send any such notice to SMBC NETWORK by email to [email protected]… To the extent that SMBC NETWORK has your contact information, it will send any such notice to you by U.S. Mail, or otherwise to your email address. SMBC NETWORK and you will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim, or controversy is sent. SMBC NETWORK and you shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After 30 days, SMBC NETWORK or you may resort to the other alternatives described in this Section. Notwithstanding the foregoing, the notice and 30 day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Sites.

Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between SMBC NETWORK and you arising under these Terms of Use or in connection with your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site, if unresolved through informal discussions within thirty (30) days of receipt of notice, shall be resolved by binding arbitration to be held in the state in which you reside. Notwithstanding the foregoing, disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Site shall not be subject to arbitration.

For residents outside the United States, arbitration shall be initiated in Atlanta, Georgia, and SMBC NETWORK and you agree to submit to the personal jurisdiction of any state or federal court in Atlanta, Georgia to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The arbitration shall be conducted by a single arbitrator, governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and administered by the AAA. The AAA Rules and fee information are available at www.adr.org, or by calling the AAA at 1-800-778-7879.

SMBC NETWORK shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to $5,000, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorney’s fees and expert witness costs unless SMBC NETWORK is otherwise specifically required to pay such fees under applicable law. For claims that total more than $75,000, the AAA Rules will govern payment of filing fees and arbitration fees. The decision of the arbitrator will be in writing and binding and conclusive on SMBC NETWORK and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. SMBC NETWORK and you agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow these Terms of Use and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Notwithstanding the foregoing, SMBC NETWORK and you agree not to seek any attorney’s fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose. SMBC NETWORK and you understand that, absent this mandatory arbitration provision, SMBC NETWORK and you would have the right to sue in court and have a jury trial. SMBC NETWORK and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If your claim is solely for monetary relief of $1,000 or less, and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the AAA Rules.

You may choose to pursue your claim in small claims court where jurisdiction and venue over SMBC NETWORK and you otherwise qualifies for such small claims court and where your claim does not include a request for any type of equitable relief.

You have the right to opt-out and not be bound by these arbitration provisions by sending written notice of your decision to opt-out to the following Email address [email protected]…. The notice must be sent within the later of 30 days of your first use of the Site or within 30 days of changes to this section being announced on the Site, otherwise you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of these paragraphs. If you opt-out of these arbitration provisions, SMBC NETWORK also will not be bound by them. If you do not affirmatively elect to opt out as described above, your use of the Site will be deemed to be your irrevocable acceptance of these Terms of Use and any changes/updates to this section or otherwise.

If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, SMBC NETWORK and you agree to waive, to the fullest extent allowed by law, any trial by jury.

The terms of these arbitration provisions will also apply to any claims asserted by you against any present or future parent or affiliated company of SMBC NETWORK to the extent that any such claims arise out of your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site.

  1. Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

SMBC NETWORK and you agree that SMBC NETWORK and you will resolve any disputes, claims or controversies on an individual basis, and that any claims brought under these Terms of Use in connection with the Site will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. SMBC NETWORK and you further agree that SMBC NETWORK and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under these Terms of Use or in connection with the Site.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in Atlanta, Georgia.

The terms of this provision will also apply to any claims asserted by you against any parent or affiliated company of SMBC NETWORK to the extent that any such claims arise out of your access to, and/or use of the Site, and/or the provision of content, services, and/or technology on or through the Site.

  1. Miscellaneous.

These Terms of Service and any operating rules for the Site established by SMBC NETWORK constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Service are for the benefit of SMBC NETWORK, its parent, subsidiaries, other affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. If you access the Site, including its Interactive Areas, from any location other than the United States, you accept full responsibility for compliance with all local laws. You are also subject to United States export controls and are responsible for any violations of United States embargoes or other federal rules and regulations restricting exports. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms of Use will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.

Neither SMBC NETWORK nor you shall be liable for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, terrorism, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

  1. Copyrights and Copyright Agent.

SMBC NETWORK respects the rights of all copyright holders and in this regard, SMBC NETWORK has adopted and implemented a policy that provides for the termination in appropriate circumstances of users and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SMBC NETWORK ‘s Copyright Agent the following information rquired by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact the complaining party;
  5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act please contact:

Copyright Agent

Email: [email protected]

For web posting, reprint, transcript or licensing requests for SMBC NETWORK material, please contact [email protected]

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These Terms of Service were last updated on August 19, 2015.