Terms of Service - SmarTots

Smartots.com’s Terms of Service

Below, you'll find our Terms and Conditions Agreements. If you reside in the United States, you will be subject to our United States terms and conditions which you can find below or through the following link: http://smartots.com/terms_of_service#usa. If you reside outside the United States, please refer to http://smartots.com/terms_of_service#international to review our international terms and conditions.

SMARTOTS TERMS AND CONDITIONS - U.S.A.

Last updated: February 27, 2012

THESE SMARTOTS TERMS AND CONDITIONS (THE "AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU AND GOVELA LIMITED, DBA SMARTOTS, ("SMARTOTS," "US," "OUR" OR "WE"), THE OWNER AND OPERATOR OF WWW.SMARTOTS.COM (THE "SITE") AND ALL SITE-RELATED SERVICES INCLUDING THE SMARTOTS.COM EDUCATIONAL ONLINE SUBSCRIPTION SERVICE, THE SOFTWARE DEVELOPMENT KIT ("SDK") AND ANY CONTENT AND CODE RELATED THERETO (COLLECTIVELY, THE "SERVICE"). THIS AGREEMENT APPLIES TO ALL VISITORS TO OR USERS OF THE SITE, SUBSCRIBERS TO THE SERVICE, AND DEVELOPERS OF SMARTOTS-ENABLED APPLICATIONS.

THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE SERVICE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THIS SITE.

BY ACCESSING THE SITE OR USING THE SERVICE YOU ARE INDICATING THAT YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS THEY MAY BE MODIFIED OR AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE SITE OR SERVICE.

1. MODIFICATIONS AND CHANGES

1.1 Changes. We reserve the right at any time and without prior notice, to:

1.1.1 Add to, change or remove any part, term or condition of this Agreement;

1.1.2 Change the Site or Service, including by eliminating, modifying or discontinuing any content on or feature of the Site or Service, restricting the hours of its availability or limiting the amount of use permitted; or

1.1.3 Change any fees or charges for use of the Site or Service, including instituting new or increased fees or charges for the use of the Site or Service or any feature thereof.

1.2 Notice. We will notify you of changes to this Agreement by changing the "Last Updated" date above, and by providing notice by any other means, including posting a notice that this Agreement has changed on the Site or Service, or sending an email to your last email address of record if you have provided your email address to us. Any changes we make will be effective immediately upon notice. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Site or Service after such notice constitutes your acceptance of such changes.

2. YOUR ACCOUNT

2.1 Registration. You may access many areas of the Site without registering your details with SmarTots. To access certain areas of the Site, and to use the Service, you must register with us. Each registration is for a single user only. SmarTots does not permit you to share your user name and password with any other person or with multiple users on a network.

2.2 Account Security. You are entirely responsible for all activities that occur under your account(s) and for maintaining the confidentiality of your username(s), password(s), and your account(s). You also hereby agree to promptly notify us via email at http://www.smartots.com/contact of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Site or Service. In addition, you agree to take adequate measures to safeguard your information and account, including exiting from your account at the end of each session. SmarTots is not liable for any loss that you may incur as a result of any unauthorized use of your user account and password.

2.3 Account Information. You understand and hereby acknowledge that you have no ownership rights in your SmarTots Account, and that if you cancel your SmarTots Account (or your Account is terminated by SmarTots in accordance with this Agreement), we may delete and remove all of your account information from any public area of the Site and from the Service. Information may continue to be stored on SmarTots' web servers or retained by third parties as cached copies for the convenience of those entities but will not be accessible to you after termination of your SmarTots Account.

3. PERSONAL INFORMATION

3.1 Accurate Information. You hereby agree to provide and maintain true, accurate, current, and complete information about you or your company, where applicable, as prompted by our registration processes or as required for the use of the Service or Site, or any portion thereof. You hereby acknowledge that, if you provide any information that does not satisfy this provision, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site or Service.

3.2 Use of Your Information. You also agree that SmarTots may store and use any personal information that you provide to us for use in accordance with the SmarTots Privacy Policy, including but not limited to processing your request or order, billing you for the Service (including charging fees to your credit card), providing the Site or Service, and as otherwise permitted or required under applicable law. Please refer to our Privacy Policy http://smartots.com/privacy_policy (the "Privacy Policy"), which is incorporated by reference into this Agreement, for more information regarding SmarTots' collection, use, disclosure and storage of your personal information.

3.3 Privacy Policy. You hereby expressly agree that we may use your personal information in accordance with the terms of the Privacy Policy.

4. LIMITED LICENSE

4.1 Site Information. The term "Site Information" means all information, text, pictures, sound, graphics, scripts, photos, software, designs, design rights, video, data, sounds, music, interactive features, content and the like that is displayed on the Site or Service and any and all other proprietary rights contained therein, including, without limitation, the trademarks, service marks, logos, patent rights, copy rights, other proprietary material, marks or rights, know-how, concept, methods, techniques, ideas and all other intellectual property rights and rights of a similar character whether registered or capable of registration. Site Information does not include User-Generated Content.

4.2 Ownership. You hereby expressly acknowledge that SmarTots or it licensors own all legal right, title and interest in the Site Information. SmarTots reserves all rights not expressly granted in and to the Site, Service and Site Information.

4.3 Personal Use. SmarTots hereby grants you a personal, non-exclusive, non-assignable and non-transferrable licence to use, display, print and download extracts from the Site or Service for your own personal use on the following basis:

4.3.1 no documents, related graphics or materials on the Site or Service are modified in any way;

4.3.2 no graphics on the Site or Service are used separately from accompanying text;

4.3.3 SmarTots copyright and trade mark notices and this permission notice appear in all copies;

4.3.4 any material may only be downloaded or printed from the Site or Service for a maximum of one (1) time;

4.3.5 you agree to fully comply with this Agreement; and

4.3.6 you shall not reproduce, modify, display, perform, publish, distribute, disseminate, broadcast, circulate or store any part of the Site or Service or include any part of such in any public or private electronic retrieval system or service without our prior written permission.

4.4 Reservation of Rights. Any rights not expressly granted in these terms are reserved.

5. USER-GENERATED CONTENT

5.1 Unlimited License. The Site or Service may, now or in the future, permit users to submit content, such as comments and reviews and may also provide for the hosting, sharing or publishing of such content ("User-Generated Content"). You hereby grant SmarTots a perpetual, royalty-free, unlimited right to use, share, distribute, disseminate, duplicate and create derivative works from any User-Generated Content that you submit to the Site or Service.

5.2 Non-confidential and Non-proprietary. Any User-Generated Content you submit may be publicly available to other Site Users as well as members of the general public. You agree and acknowledge that, without regard to whether such content is published, SmarTots cannot and does not guarantee any confidentiality or security of any User-Generated Content. You further understand and agree that SmarTots does not warrant or verify the accuracy of any User-Generated Content. Your decision to submit, accept or rely on any User-Generated Content is at your own risk.

5.3 Liability. You shall also be solely responsible for any User-Generated Content you submit and the consequences of posting or publishing such. With respect to any User-Generated Content you submit, you agree you will not: (i) submit any content that is copyrighted, protected by trade secret or otherwise subject to any third party intellectual property rights or proprietary rights, including any privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner of such rights to post such content and to grant SmarTots all of the license rights and other rights granted herein; (ii) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (iii) use the Site or Service to harm minors in any way; (iv) impersonate any person or entity, including but not limited to, a representative of SmarTots, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to or through the Site or Service; (vi) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation; (vii) upload, post, e-mail or otherwise transmit any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) 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 NASDAQ, and any regulations having the force of law; and (ix) collect or store personal data about other Users.

5.4 Removal of Content. While we are not obligated to do so, we reserve the right to refuse or remove any User-Generated Content from the Site or Service that we reasonably consider to violate this Agreement or to otherwise be illegal or objectionable. Further, if we deem appropriate in our sole discretion, we reserve the right to preserve a record of any User-Generated Content that we reasonably believe may to be illegally posted or to otherwise violate the law or the rights of a third party, and to turn all or a portion thereof over to law enforcement officials.

5.5 Site Monitoring. You hereby acknowledge and agree that SmarTots has the right, but not the obligation, to monitor the Site or Service, the Site Information and any User-Generated Content that you or any third party transmit or post, to alter or remove any such materials, and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site or Service properly, to protect itself, its sponsors, its registered Users and visitors, and to comply with legal obligations or governmental requests. SmarTots also reserves the right to, without advance notice, suspend, block or deny any User access to the Site, Service or Site Information when in SmarTots' sole discretion we believe the User has violated any of the terms of this Agreement.

6. SUGGESTIONS AND OTHER SUBMISSIONS

With respect to any material, information, suggestion, comment, online communication, idea or the like that you submit to SmarTots, you agrees that: (i) you shall have no right to confidentiality in your communications and SmarTots shall have no obligation to protect your communications from disclosure; (ii) SmarTots shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) SmarTots shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.

7. CODE OF CONDUCT; IMPROPER USE OF SITE

7.1 Use of the Site or Service. While using the Site or Service (including in connection with any User-Generated Content), you will not, and will not induce any third party to: (i) use the Site, Service or any of the Site Information in a way that is unlawful, harms SmarTots or any User of the Site, or otherwise violates the rights of any party; (ii) use the Site, Service or any of the Site Information in a way that could overburden, or impair the Site or Service (or the networks or systems connected to such); (iii) attempt to disable or circumvent any security mechanisms used by the Site, Service or Site Information, or otherwise attempt to gain unauthorized access to any portion or feature of the Site, Service or Site Information or any other systems or networks connected to the Site or Service, or to any server of SmarTots or its third party service providers, by hacking, password "mining", or any other illegal means; (iv) use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site, Service or Site Information; (v) use any device, software, instrumentality or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service, or with any other person's use of the Site or Service; (vi) breach any security measures implemented on the Site or Service or in the Site Information; (vii) track or seek to trace any information on any other person who visits the Site or uses the Service; (viii) use the Site, Service or Site Information for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; or (ix) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to, the Site, Service or Site Information, or otherwise made available to you in connection with the Site, Service or Site Information; or (x) use the Site, Service or Site Information in any manner that otherwise violates this Agreement.

7.2 Intellectual Property Rights. SmarTots respects the intellectual property of others, and we ask you and all Users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of Users of the Site or Service who may infringe or repeatedly infringe the copyrights or other intellectual property rights of SmarTots or others.

7.3 Cooperation with Law Enforcement. SmarTots shall fully co-operate with any law enforcement authorities or court order requesting or directing SmarTots to disclose the identity or locate anyone who uses the Website in violation of any applicable laws or this Agreement.

8. DMCA NOTICE

8.1 Notice of Infringement. If you are a copyright owner or an agent thereof and believe any Site Information or User-Generated Content infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act ("DMCA") by providing notice to our Designated Copyright Agent ("Designated Copyright Agent") containing the following information:

8.1.1 A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed;

8.1.2 Identification of the copyrighted 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;

8.1.3 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;

8.1.4 Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

8.1.5 A statement that you have 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

8.1.6 A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

8.2 Copyright Agent. SmarTots' Designated Copyright Agent to receive notifications of claimed infringement is:

Gregory Esau

500 Eighth Street, NW

Washington, D.C. 20004

Please send only DMCA notices to our Designated Copyright Agent. You acknowledge that if you fail to comply with all of the above requirements of this Section 8, your DMCA notice may not be valid.

9. AVAILABILITY

9.1 No Guarantee. While SmarTots endeavours to ensure that the Site and Service continue to be available, we can not guarantee that the Site or Service shall operate or be available in an uninterrupted manner. SmarTots shall not be liable if for any reason the Site or Service is unavailable at any time or for any period.

9.2 Downtime or Outage. Access to the Site or Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond SmarTots' control.

9.3 Reporting Errors. You may report Site problems and errors by email to http://smartots.com/contact.

10. LINKS TO THIRD-PARTY WEBSITES

10.1 Links to Third-party Websites. Links to third party websites on the Site or Service are provided solely for your convenience. If you use these links, you leave the Site or Service and may be subject to the terms and conditions of the third party websites. SmarTots has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. SmarTots therefore does not endorse or make any representations about, any material or content found within or any results that may be obtained by using, them. If you decide to access any of the third party websites linked to the Site or Service, you do so entirely at your own risk.

10.2 Not Liable. To the maximum extent permitted by law, under no circumstances will SmarTots be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within any third party hyperlinked sites.

11. LINKS FROM OTHER WEBSITES.

11.1 If you would like to link to the Site, you may only do so on the basis that you link to, but do not replicate, the home page of the Site, and subject to the following conditions:

11.1.1 you do not remove, distort or otherwise alter the size or appearance of SmarTots' trademarks logo;

11.1.2 you do not create a frame or any other browser or border environment around the Site;

11.1.3 you do not in any way imply that SmarTots is endorsing any products or services other than its own;

11.1.4 you do not misrepresent your relationship with, nor present any other false information about, SmarTots;

11.1.5 you do not otherwise use any of SmarTots' trademarks displayed on the Site or Service without express written permission from SmarTots;

11.1.6 you do not link from a website that is not owned by you;

11.1.7 your website does not contain content that is distasteful, offensive or controversial, infringes any Intellectual Property Rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations; and

11.1.8 you do not link to a page on the Site other than the homepage.

11.2 SmarTots expressly reserves the right to revoke, at any time, your right to link to the Site.

11.3 You shall fully indemnify SmarTots for any loss or damage suffered by SmarTots, its affiliates, and their respective officers, directors, employees, agents, licensors or representatives for breach of this clause 11.

12. PAYMENT FOR SUBSCRIPTION OF SERVICES

12.1 Agree to Pay. If you subscribe to the Service, you agree to pay SmarTots in accordance with the terms of this clause. By registering with us and subscribing to the Service, you:

12.1.1 agree to pay SmarTots the applicable subscription charges for your use of the Service;

12.1.2 agree to pay the charges using a valid charge card or other payment method SmarTots may accept in accordance with the billing terms and prices in effect at the time the fee or charge becomes payable;

12.1.3 agree to provide SmarTots with accurate details of a valid credit card and accurate, complete and updated information as required by the membership registration form;

12.1.4 authorize SmarTots to automatically bill the charge card you have provided each month or on each applicable subscription period renewal date, or withdraw funds via electronic transfer from your checking account (depending on what type of charge card you are using), until you cancel the Service;

12.1.5 agree to be liable for any fees, including attorney and collection fees, that SmarTots may incur in its efforts to collect any remaining balances from you; and

12.1.6 agree to be billed for and will pay any outstanding commitment remaining on your membership account if you cancel or terminate the Service.

12.2 Pricing. The price that we will charge you for the Service is the price on the Site on the date you submit your order or subscribe. SmarTots reserves the right to change prices for the Services at any time, and does not provide price protection or refunds in the event of promotions or price decreases.

12.3 Non-Refundable. All payments made by you, including without limitation any minimum commitments already billed to your account, are non-refundable.

12.4 Cancellation of Subscription. You may cancel your SmarTots Subscription at any time by emailing us at http://smartots.com/contact. You shall not be entitled to a whole or partial refund or credit for any subscription payment already billed to your account, charged to your credit card or otherwise paid by you.

12.5 Billing Errors. You agree to notify SmarTots about any billing problems or discrepancies within thirty (30) days after they first appear on your account statement. If you do not bring them to SmarTots' attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies.

12.6 Default. Failure to comply with this clause may result in the immediate termination of the Service.

13. COMPLIANCE WITH LAW

13.1 General Compliance. You shall obey all federal, state, and local laws, regulations and rules that apply to your activities when you use the Site or Service. SmarTots reserves the right to terminate your account and to prevent your use of the Site Service if your account is used to engage in illegal activity or to violate this Agreement.

13.2 Export Laws. The Service may be subject to United States export controls, and export controls of other jurisdictions. By using Service or Content or downloading any SmarTots Software, you warrant that you are not located in any country, or exporting SmarTots software to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or SmarTots software subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Service any content, data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of this Agreement.

14. DEVELOPERS

14.1 Application. These terms and conditions in this clause 14 apply to developers of SmarTots-enabled mobile apps.

14.2 Software Development Kit Licence. The software development kit ("SDK") provided on the Website is licensed to you subject to this Agreement and the following:

14.2.1 SmarTots hereby grants you a personal, non-exclusive, non-assignable and non-transferrable licence to download, install and use the SDK for the sole purpose of integrating SmarTots functionality into your applications ("Prescribed Purpose").

14.2.2 You agree that SmarTots owns all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK.

14.2.3 Nothing in this Agreement gives you a right to use any of SmarTots' Site Information, including without limitation trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

14.2.4 SmarTots reserves all rights not expressly granted to you.

14.3 Use of the Software Development Kit. You shall not do the following for purposes other than the prescribed purpose:

14.3.1 create derivative works based on the SDK or any part or component thereof;

14.3.2 reproduce the SDK in whole or in part;

14.3.3 sell, assign, license, disclose, or otherwise transfer or make available the SDK in whole or in part to any third party;

14.3.4 alter, modify, adapt, translate, decompile, or attempt to reverse engineer the SDK or any part of component thereof, subject to applicable law which permits such activity notwithstanding this contractual prohibition;

14.3.5 use the SDK to provide any services to third parties;

14.3.6 combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK; or

14.3.7 remove, obscure, or alter any proprietary rights notices (including without limitation copyright and trademark notices) or marks that may be affixed to or contained within the SDK.

14.4 Other Obligations and Limitations Regarding the Software Development Kit. You hereby agree to use the SDK and develop applications only for the Prescribed Purpose and to use the SDK in a manner that is permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You hereby warrant and represent that any applications you develop using the SDK will not infringe the Intellectual Property Right of any third parties. You further agree and acknowledge that:

14.4.1 the SDK is provided to you "as-is", without any conditions, warranties or other terms of any kind. To the maximum extent permitted by law, SmarTots provides you with the SDK on the basis that SmarTots excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill);

14.4.2 the form and nature of the SDK that SmarTots provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK;

14.4.3 SmarTots may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at SmarTots' sole discretion, without prior notice to you;

14.4.5 you will not engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of SmarTots or any third party;

14.4.6 you are solely responsible for (and that SmarTots has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the Website and/or applications for the Services, and for the consequences of your actions (including any loss or damage which SmarTots may suffer) by doing so; and

14.4.7 you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by SmarTots or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

14.5 SmarTots License to Developer Applications.

14.5.1 The Company agrees that it obtains no right, title or interest from you under these terms in or to any software applications that you develop using the SDK, including any Intellectual Property Rights that subsist in those applications, unless you have signed an agreement with the Company to grant such rights to the Company.

14.5.2 By using the SDK to develop applications, you agree to grant to SmarTots at no cost a perpetual, non-exclusive licence to:

14.5.2.1 use the applications;

14.5.2.2 upload the applications to the Website; and

14.5.2.3 upload text, designs and images in relation to the applications to the Website.

14.6 Children's Online Privacy Protection Act and Privacy Laws

14.6.1 COPPA. You acknowledge that the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6508, and the rules promulgated pursuant to such by the U.S. Federal Trade Commission (collectively, "COPPA") govern the collection of personal information from children under 13 years old, as well as the subsequent use and disclosure of such information, by operators of websites and mobile apps.

14.6.2 Warranty. You represent and warrant that your mobile application and any associated websites are and will be at all times fully compliant with the current version of COPPA. You further acknowledge that your internal practices with respect to the collection, use and disclosure of the personal information of children are fully compliant with COPPA and applicable privacy laws.

14.6.3 COPPA Policies and Practices. You further represent and warrant that you have adopted where applicable policies and procedures as required under COPPA, including but not limited to adoption of a COPPA Privacy Policy, appropriate parental consent and verification mechanisms, and parental review procedures.

14.7 Liability for Developer Applications.

14.7.1 Waiver and Release. To the maximum extent as permitted by law, you hereby release and waive any and all claims and/or liability against SmarTots, its affiliates, and their respective officers, directors, employees, agents, licensors, and representatives arising from or in connection with any applications you have developed using the SDK.

14.7.2 Indemnification. You shall at all times indemnify, keep indemnified and hold harmless SmarTots, its affiliates, and their respective officers, directors, employees, agents, licensors and representatives against all claims or liability, including costs and attorney's fees, arising out of or related to your application(s), including but not limited to claims of infringement or alleged infringement of any third party's intellectual property rights worldwide in connection with your applications.

15. SECURITY

You shall not violate or attempt to violate the security of the Site or Service. Violations of system or network security may result in civil or criminal liability. SmarTots reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who have participated in such violations.

16. WARRANTY DISCLAIMER

YOUR USE OF THE SITE AND SERVICE IS AT YOUR SOLE RISK. ALL SITE INFORMATION AND USER-GENERATED CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, OF ANY KIND. YOUR USE OF THE SITE, INCLUDING ANY CONTENT OR SERVICES THEREIN, IS ENTIRELY AT YOUR OWN DISCRETION AND RISK, AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE.

SMARTOTS, ON BEHALF OF ITSELF AND ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, DISTRIBUTORS, AGENTS, REPRESENTATIVES, AND THIRD-PARTY SERVICES PROVIDERS, INCLUDING ANY RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS THEREOF, AND ANY OF THE FOREGOING ENTITIES' RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, PARTNERS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "SMARTOTS PARTIES"): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR NONMISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION CONTENT, OR SYSTEM INTEGRATION. SMARTOTS DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICE, OR ANY CONTENTS THEREIN, WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, TIMELY, ERROR-FREE OR COMPLETELY SECURE MANNER, OR THAT ERRORS OR DEFECTS WILL BE CORRECTED; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICE OR ANY CONTENTS THEREOF WILL MEET YOUR REQUIREMENTS; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, SERVICE OR ANY CONTENT THEREIN, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.

Some jurisdictions may not allow the exclusion or limitation of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. In such event, SmarTots' warranties and conditions with respect to the Site and Service will be limited to the greatest extent permitted by applicable law in such jurisdiction.

17. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL THE SMARTOTS PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE, EVEN IF A SMARTOTS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE FOREGOING, A SMARTOTS PARTY IS FOUND TO BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGE OR LOSS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE, OR ANY CONTENT OR SERVICES THEREIN, THE RELEVANT SMARTOTS PARTY'S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID SMARTOTS FOR YOUR USE OF THE SITE, SERVICE AND ANY CONTENT THEREIN; OR (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.

Some jurisdictions may not allow the exclusion or limitation of incidental, special, consequential, or other damages, so the above limitations or exclusions may not apply to you. In such event, SmarTots' liability for such damages with respect to the Site and Service will be limited to the greatest extent permitted by applicable law in such jurisdiction.

18. INDEMNITY

You agree to indemnify, defend and hold harmless, SmarTots, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site or Service from and against any and all claims or liability, including costs and attorneys fees, arising from or in connection with your violation of this Agreement and your use of the site or Service. SmarTots reserves the right to assume, at its sole expense, the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with SmarTots in asserting any available defences.

19. RIGHT OF ACCESS

In order to use the Site or Service you must be at least 13 years of age or older. You affirm that you are either: (a) 18 years old or more and are fully able and competent to enter into and comply with the terms and conditions of this Agreement; or (b) if you are under 18 years old but at least 13 years old, that you have your parent's permission to enter into this Agreement and are fully able to comply with the terms and conditions of this Agreement.

20. TERMINATION

You agree that SmarTots, in its sole discretion, may terminate your use of the Site or Service, and remove and discard your User-Generated Content, for any reason, if SmarTots believes that you have or may have violated or acted inconsistently with the letter and spirit of this Agreement. SmarTots may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or Service, under any provision of this Agreement, may be effected without prior notice to you, and acknowledge and agree that SmarTots may bar any further access to the Site or Service. Further, you agree that SmarTots shall not be liable to you or any third-party for any termination of access to the Site or Service.

In the event that SmarTots discontinues the Site or Service, SmarTots may, at its sole discretion, either (i) continue to provide to you the Service for the period for which you have already paid, or (ii) provide you with a refund on a pro-rata basis.

21. LIMITED TIME TO BRING CLAIM

Where permitted by law, you and SmarTots agree that any cause of action arising out of or related to the Site or any Site Information must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

22. ENTIRE AGREEMENT, NOTICE, WAIVER, AND SEVERABILITY.

This Agreement constitutes the entire Agreement between you and SmarTots in connection with the Site or Services and supersedes all prior agreements between you and SmarTots regarding the subject matter contained herein. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture, agency or other like relationship between you and SmarTots or any of the SmarTots Parties.

The failure of SmarTots to insist upon performance of any of the terms and conditions of this Agreement, or the waiver of any breach of, or the decision to not exercise any of its rights under, any of the terms or conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, or any other terms and conditions of this Agreement. Any waiver must be in writing and signed by SmarTots.

23. JURISDICTION, VENUE; WAIVER OF JURY TRIAL

This Agreement and all claims or issues regarding the Site shall be governed according to the laws of Hong Kong, to the exclusion of its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded.

Except in those cases where contractual attribution of jurisdiction is not enforceable on the User as a consumer, any disputes that may arise concerning the formation, interpretation or performance of this Agreement which are not amicably resolved or resolved by arbitration, shall be brought in the courts of Hong Kong.

TO THE EXTENT NOT OTHERWISE PROHIBITED BY APPLICABLE LAW, THE PARTIES HERETO AGREE TO WAIVE TRIAL BY JURY WITH RESPECT TO ANY MATTERS ARISING UNDER OR RELATING TO THIS AGREEMENT WHICH ARE NOT RESOLVED BY ARBITRATION.

24. CONTACT US

Any questions or comments about the Site or Service should be directed to us at http://smartots.com/contact.

TERMS AND CONDITIONS - INTERNATIONAL

FOR WWW.SMARTOTS.COM

Last updated: 27 February, 2012

ATTENTION: These terms and conditions apply to (i) the entire contents of this website under the domain name www.smartots.com ("Website"); (ii) the SMARTOTS.COM educational online subscription service ("Service"); and (iii) to any correspondence by email between us and you. Please read the following terms and conditions carefully before using this Website. You may wish to print a copy for future reference.

Using this Website indicates that you accept these terms and conditions regardless of whether or not you choose to register with us. If you do not accept these terms, do not use this Website. This notice is issued by Govela Limited, DBA SmarTots ("Company"). If you have any questions please contact http://smartots.com/contact.

TERMS AND CONDITIONS FOR WEBSITE USERS

1. USE OF THIS WEBSITE

1.1 You may access most areas of this Website without registering your details with the Company. Certain areas of this Website are only open to you if you register.

1.2 By accessing any part of this Website, you shall be deemed to have accepted these terms and conditions in full. If you do not accept these terms and conditions in full, you must leave this Website immediately.

1.3 The Company may revise these terms and conditions at any time by updating this posting. You should check this Website from time to time to review the current version of these terms and conditions as they are binding on you. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages of this Website.

2. LICENCE FOR VISITORS

2.1 The Company hereby grants you a personal, non-exclusive, non-assignable and non-transferrable licence to use, display, print and download extracts from this Website for your own personal use on the following basis:

2.1.1 no documents, related graphics or materials on this Website are modified in any way;

2.1.2 no graphics on this Website are used separately from accompanying text;

2.1.3 the Company's copyright and trade mark notices and this permission notice appear in all copies;

2.1.4 any material may only be downloaded or printed from this Website for a maximum of one (1) time; and.

2.1.5 you agree to fully comply with these terms and conditions.

2.2 Unless otherwise stated, all materials on this Website (including without limitation software, designs, text, photographs and graphical images, illustrations, audio clips, video clips and artwork) and the Intellectual Property Rights (as defined below) in all materials on this Website are owned by the Company, its subsidiaries, affiliates, assigns or its licensors and are protected by intellectual property laws worldwide, including without limitation the Copyright Ordinance (Cap. 528) of the Hong Kong Special Administrative Region ("HKSAR"). For the purposes of these terms and conditions, any use of materials from this Website other than in accordance with clause 2.1 for any purpose is prohibited. If you breach any of these terms and conditions, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed materials from this Website.

2.3 Subject to clause 2.1, you shall not reproduce, modify, display, perform, publish, distribute, disseminate, broadcast, circulate or store any part of the Website or include any part of the Website in any public or private electronic retrieval system or service without the Company's prior written permission.

2.4 Any rights not expressly granted in these terms are reserved.

2.5 In these terms and conditions, "Intellectual Property Right" shall mean, without limitation, all patents, trademarks, designs, design rights, copyright (including all copyright in any designs and computer software), source codes, proprietary material, know-how, ideas, concepts, trade secrets, methods, techniques, rights in databases, confidential information and all other intellectual property rights and rights of a similar character whether registered or capable of registration, rights in the nature of any of the aforesaid items in any country or jurisdiction and all applications and rights to apply for protection of any of the same.

3. WEBSITE ACCESS

3.1 While the Company endeavours to ensure that this Website is available 24 hours a day, the Company shall not be liable if for any reason this Website is unavailable at any time or for any period.

3.2 Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.

3.3 If a fault occurs, please report it to http://www.smartots.com/contact.

4. VISITOR MATERIAL AND CONDUCT

4.1 Other than Personal Information (as defined below), which is covered under the Company's privacy policy http://smartots.com/privacy_policy ("Privacy Policy"), any material you transmit or post to this Website shall be considered non-confidential and non-proprietary. The Company shall have no obligations with respect to such material. To the maximum extent permitted by applicable laws, the Company and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

4.2 You may not do any of the following:

4.2.1 post or transmit to or from this Website any material:

4.2.1.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance, harassment or inconvenience; or

4.2.1.2 for which you have not obtained all necessary licences and/or approvals; or

4.2.1.3 which constitutes or encourages conduct that could be considered a criminal offence, could give rise to civil liability or is otherwise contrary to the law of, or infringes the rights of any third party in, the HKSAR or any other country in the world; or

4.2.1.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

4.2.2 decompile, reverse-engineer or disassemble any part of the Website or its contents or any software used in connection with the Website.

4.2.3 use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from this Website, unless said download is performed using:

4.2.3.1 Internet search engines (e.g. Google) or non-commercial public archives (e.g. archive.org) that comply with the Company's robots.txt file (available for download at www.smartots.com/robots.txt); or

4.2.3.2 web services, RSS services, or Atom clients approved in writing by the Company

4.2.4 misuse this Website by hacking and/or sending and/or distributing multiple unsolicited junk emails or messages, chain letters or otherwise interfacing with or disrupting the service or the networks through which you have access.

4.2.5 post irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on the Website's infrastructure.

4.2.6 use this Website for any commercial, profit-making or re-sale purposes, including the systematic extraction and/or re-utilisation of any part of a service or its content.

4.2.7 use this Network as a generic file hosting service.

4.2.8 remove any proprietary notices or labels on the Website.

4.2.9 facilitate any actions which infringe the Intellectual Property Rights of the Company or third parties, including without limitation the unlawful distribution of copyrighted content.

4.3 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone who uses the Website in violation of any applicable laws or in breach of this clause 4.

5. LINKS TO AND FROM OTHER WEBSITES

5.1 Links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website and may be subject to the terms and conditions of the third party websites. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Company therefore does not endorse or make any representations about, any material or content found within or any results that may be obtained by using, them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

5.2 To the maximum extent permitted by law, under no circumstances will the Company be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within any third party hyperlinked sites.

5.3 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, the home page of this Website, and subject to the following conditions:

5.3.1 you do not remove, distort or otherwise alter the size or appearance of the Company's trademarks logo;

5.3.2 you do not create a frame or any other browser or border environment around this Website;

5.3.3 you do not in any way imply that the Company is endorsing any products or services other than its own;

5.3.4 you do not misrepresent your relationship with, nor present any other false information about, the Company;

5.3.5 you do not otherwise use any of the Company's trademarks displayed on this Website without express written permission from the Company;

5.3.6 you do not link from a website that is not owned by you;

5.3.7 your website does not contain content that is distasteful, offensive or controversial, infringes any Intellectual Property Rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations; and

5.3.8 you do not link to a page on this Website other than the homepage.

5.4 The Company expressly reserves the right to revoke the right granted in clause 5.3 for breach of these terms and conditions and to take any action it deems appropriate.

5.5 You shall fully indemnify the Company for any loss or damage suffered by the Company, its affiliates, and their respective officers, directors, employees, agents, licensors or representatives for breach of this clause 5.

6. MALWARE

6.1 You shall not post, transmit or make available in any way through the Website any software or other materials which contain a computer virus, Trojan horse, time bomb, worm or other rogue programming ("Rogue Programming").

6.2 While the Company takes great care in creating the Website and fixes technical glitches that affect the well-functioning of the Website, the Company has no control and no obligation to detect the presence of any Rogue Programming or technical glitches caused by your home computer that may affect how you see the Website.

6.3 Any downloading of software or other materials or any other use of the information on the Website is at your risk, and you are advised to take adequate precautions to minimize any loss to your system caused by Rogue Programming, including use of anti-virus programs and proper backup of files.

6.4 If you experience any unusual behaviour, content or ads on the Website, it may be the result of malicious software ("Malware") on your computer, including computer viruses, key loggers, malicious active content, rogue programs and dialers, you are suggested to take the following actions which may help to clean your computer and could prevent future installations of Malware:

6.4.1 Update your computer software (for Microsoft Windows, this function is found in the Tools menu in your Internet Explorer web browser).

6.4.2 Install a SpyWare Removal Tool to clean your computer of Malware.

6.4.3 Install antivirus software.

6.4.4 Install Microsoft Defender (for Windows computers).

6.5 The Company shall not be responsible for the effects of any third-party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any software download site.

6.6 If you discover any Malware on your system, and continue to experience problems after consultation with a qualified computer technician, please report it to http://www.smartots.com/contact.

7. REGISTRATION

7.1 Each registration is for a single user only. The Company does not permit you to share your user name and password with any other person nor with multiple users on a network.

7.2 Responsibility for the security of any passwords issued rests with you.

8. PERSONAL INFORMATION AND PRIVACY

8.1 The collection, use, handling, processing, retention, transfer and disclosure of all the personally identifiable information ("Personal Information") you provide to the Company are subject to the Privacy Policy (available at http://smartots.com/privacy_policy. By accessing any part of this Website or using the Service, you indicate (i) your acceptance of all the terms of the Privacy Policy and (ii) your explicit consent to permit the Company to collect, use, handle, process, retain, transfer, disclose or otherwise deal with your Personal Information in accordance with the Privacy Policy and these terms and conditions.

8.2 You are solely responsible for the following:

8.2.1 maintaining the confidentiality of your password and account information;

8.2.2 all activities that occur in your account; and

8.2.3 notifying the Company immediately of any unauthorized account use.

8.3 The Company shall not be liable for any loss that you may incur as a result of any unauthorized use of your user account and password.

8.4 You hereby agree and acknowledge that any online communications may not be fully confidential. You further agree and acknowledge that personnel of the Company may, in the course of their regular duties, have access to communications for technical or operational purposes.

8.5 You hereby agree and acknowledge that, to the maximum extent as permitted or required by law, the Company may disclose any communications or information provided by you, including without limitation your Personal Information, to third parties, including without limitation courts and law enforcement agencies.

9. E-MAIL NOTIFICATION

9.1 The Company may from time to time send you e-mail communications regarding new products and services By providing the Company with your email address, subscribing or using the Service you give your explicit consent that the Company may send you such e-mail communications to the address you have provided. If you do not wish to receive these e-mail communications, you may email the Company at http://www.smartots.com/contact. The Company will, at no cost to you, cease to send you any more of such communications.

TERMS AND CONDITIONS FOR SERVICE SUBSCRIBERS

10. PAYMENT FOR SUBSCRIPTION OF SERVICES

10.1 If you subscribe to the Service, the following additional terms contained in clauses 10 to 12 shall apply to you.

10.2 By registering with us and subscribing to the Service, you:

10.2.1 agree to pay the Company the applicable subscription charges for your use of the Service;

10.2.2 agree to pay the charges using a valid charge card or other payment method the Company may accept in accordance with the billing terms and prices in effect at the time the fee or charge becomes payable;

10.2.3 agree to provide the Company with accurate details of a valid credit card and accurate, complete and updated information as required by the membership registration form;

10.2.4 authorize the Company to automatically bill the charge card you have provided each month or on each applicable subscription period renewal date, or withdraw funds via electronic transfer from your checking account (depending on what type of charge card you are using), until you cancel the Service;

10.2.5 agree to be liable for any fees, including attorney and collection fees, that the Company may incur in its efforts to collect any remaining balances from you; and

10.2.6 agree to be billed for and will pay any outstanding commitment remaining on your membership account if you cancel or terminate the Service.

10.3 Failure to comply with clause 10 may result in the immediate termination of the Service.

10.4 Subject to clause 12.3, all payments made by you, including without limitation any minimum commitments already billed to your account, are non-refundable.

10.5 You agree to notify the Company about any billing problems or discrepancies within ninety (90) days after they first appear on your account statement. If you do not bring them to the Company's attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.

11. USE OF SERVICE

11.1 By subscribing to the Service, you further agree to fully comply with this clause 11.

11.2 You agree that you shall only use the Service in a manner that complies with all applicable laws in the jurisdictions in which you use the Service, including, but not limited to, applicable laws and regulations concerning Intellectual Property Rights.

11.3 You may only use the Service for your own private, non-commercial use. You may not use the Service in any way to provide, or as part of, any commercial service or application.

11.4 You shall not:

11.4.1 permit or allow other individuals to use your subscription account to access or use the Service;

11.4.2 modify, translate, distribute or create derivative works of any materials related to the Service;

11.4.3 rent, lease, transfer, or otherwise transfer rights to the Service to any other individuals; and/or

11.4.4 attempt to circumvent (including without limitation hacking by way of any device, software program or service) any technological measures employed by the Company to control and/or regulate access to, or the rights in, the Service.

11.4.5 use the Service in a manner that infringes, violates or misappropriates the Company's or any third party's Intellectual Property Rights or other proprietary rights or contractual rights;

11.4.6 use the Service in a device that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

11.4.7 use the Service to behave in a manner that is misleading, deceptive, fraudulent or otherwise illegal or promotes illegal activities, including without limitation engaging in "phishing" or otherwise obtaining financial or Personal Information in a misleading manner or for fraudulent or misleading purposes;

11.4.8 use the Service to behave in a manner that is libellous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of a person's privacy;

11.4.9 use the Service to behave in a manner that is harmful to minors in any way;

11.4.10 use the Service to impersonate any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to the Service without authorization;

11.4.11 interfere or attempt to interfere with the proper working of the Service, prevent others from using the Service, disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or do any act that adversely affects other persons' ability to use the Service;

11.4.12 use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user's account or to monitor or copy the Service or the content contained therein;

11.4.13 use the Service in any way involving other person's personal data without that person's explicit consent;

11.4.14 use the Service in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Service or to users;

11.4.15 use the Service in a manner that constitutes or contains any form of spam, advertising or solicitation if emailed to users who have requested not to be solicited;

11.4.16 "stalk" or otherwise harass anyone in any manner;

11.4.17 collect, use, process, retain, transfer and/or disclose data about other users, including without limitation Personal Information, without their explicit consent or for unlawful purposes or in violation of applicable law or regulations;

11.4.18 request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any subscriber of the Service or to proxy authentication credentials for any subscriber of the Service for the purposes of automating logins to the Service;

11.4.19 attempt to gain unauthorized access to the Company's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service;

11.4.20 take any action that may undermine the feedback or ratings systems related to the Service (such as displaying, importing or exporting feedback information from the Service or for using it for purposes unrelated to the Service); and

11.4.21 develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the Service.

12. TERMINATION AND VARIATION OF SERVICES

12.1 Subject to clause 10.4, you may cancel your subscription to the Service at any time by sending an email to the Company at http://www.smartots.com/contact.

12.2 The Company reserves the right to, upon prior notice by e-mail to you or publication on the Website:

12.2.1 modify these terms and conditions, including but not limited to the price, content or nature of the Service;

12.2.2 terminate these terms and conditions; and

12.2.3 terminate the Service.

12.3 In the event that the Company terminates these terms and conditions and/or the Service, the Company may, at its sole discretion, either (i) continue to provide to you the Service for the period for which you have already paid, or (ii) provide you with a refund on a pro-rata basis.

12.4 If you breach any of these terms and conditions, your right to use this Website and/or the Services will automatically be terminated without notice, and the Company shall be entitled to delete your account without notice

TERMS AND CONDITIONS FOR DEVELOPERS

13. SDK LICENCE

13.1 If you register on the Website as a developer, the following additional terms contained in clauses 13 and 16 shall apply to you.

13.2 The software development kit ("SDK") provided on the Website is licensed to you subject to these terms and conditions.

13.3 Subject to these terms and conditions, the Company hereby grants you a personal, non-exclusive, non-assignable and non-transferrable licence to download, install and use the SDK for the sole purpose of integrating SmarTots' functionality into your applications ("Prescribed Purpose").

13.4 You agree that the Company owns all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK.

13.5 Nothing in these terms and conditions gives you a right to use any of the Company's Intellectual Property Rights, including without limitation trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

13.6 The Company reserves all rights not expressly granted to you.

14. USE OF THE SDK

14.1 You shall not do the following for purposes other than the Prescribed Purpose:

14.1.1 create derivative works based on the SDK or any part or component thereof ;

14.1.2 reproduce the SDK in whole or in part;

14.1.3 sell, assign, license, disclose, or otherwise transfer or make available the SDK in whole or in part to any third party;

14.1.4 alter, modify, adapt, translate, decompile, or attempt to reverse engineer the SDK or any part of component thereof, subject to applicable law which permits such activity notwithstanding this contractual prohibition;

14.1.5 use the SDK to provide any services to third parties;

14.1.6 combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK; or

14.1.7 remove, obscure, or alter any proprietary rights notices (including without limitation copyright and trademark notices) or marks that may be affixed to or contained within the SDK.

14.2 You hereby agree to use the SDK and develop applications only for the Prescribed Purpose and to use the SDK in a manner that is permitted by (a) these terms and conditions and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

14.3 You hereby warrant and represent that any applications you develop using the SDK will not infringe the Intellectual Property Right of any third parties.

14.4 You further agree and acknowledge that:

14.4.1 the SDK is provided to you "as-is", without any conditions, warranties or other terms of any kind. To the maximum extent permitted by law, the Company provides you with the SDK on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill);

14.4.2 the form and nature of the SDK that the Company provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK;

14.4.3 the Company may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at the Company's sole discretion, without prior notice to you;

14.4.4 if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. To the maximum extent permitted by law, you are solely responsible (and the Company, its affiliates, and their respective officers, directors, employees, agents, licensors and representatives have no responsibility to you or to any third party for) any violations of privacy arising or in connection with your handling of users' information;

14.4.6 you are solely responsible for (and that the Company has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the Website and/or applications for the Services, and for the consequences of your actions (including any loss or damage which the Company may suffer) by doing so;

14.4.7 you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by the Company or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials; and

14.4.8 these terms and conditions do not create a partnership, joint venture or agency between you and the Company.

15. LICENCE TO APPLICATIONS

15.1 The Company agrees that it obtains no right, title or interest from you under these terms in or to any software applications that you develop using the SDK, including any Intellectual Property Rights that subsist in those applications, unless you have separately signed an agreement with the Company to grant such rights to the Company.

15.2 By using the SDK to develop applications, you agree to grant to the Company at no cost a perpetual, non-exclusive licence to:

15.2.1 use the applications;

15.2.2 upload the applications to the Website; and

15.2.3 upload text, designs and images in relation to the applications to the Website.

16. LIABILITY FOR APPLICATIONS

16.1 To the maximum extent as permitted by law, you hereby release and waive any and all claims and/or liability against the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, and representatives arising from or in connection with any applications you have developed using the SDK.

16.2 You shall at all times indemnify, keep indemnified and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors and representatives against all claims or liability, including costs and attorney's fees, arising out of and in relation to (i) any infringement or alleged infringement of any third party's Intellectual Property Rights worldwide and/or (ii) any infringement or violation of any third party's data privacy suffered by the Company, its affiliates, and their respective officers, directors, employees, agents, licensors and representatives arising, from or in connection with your applications.

GENERAL TERMS AND CONDITIONS

17. DISCLAIMER

17.1 While the Company endeavours to ensure that the information on this Website is correct, the Company does not warrant the accuracy and completeness of the material on this Website. The Company may make changes to the material on this Website, or to the products and prices described in it, at any time without notice. The material on this Website may be out of date, and the Company makes no commitment to update such material. The Website and the information contained therein is for informational purposes only. They are not intended as advice of any nature (including without limitation legal and educational) on which any reliance should be placed by you.

17.2 The material on this Website is provided "as-is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with this Website on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for these terms and conditions might have effect in relation to this Website.

18. LIABILITY

18.1 To the maximum extent as permitted by law, the Company, any other party (whether or not involved in creating, producing, maintaining or delivering this Website), and any of the Company's subsidiaries or affiliates and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in any way or in connection with:

18.1.1 this Website;

18.1.2 the use, inability to use or the results of use of this Website;

18.1.3 any websites linked to this Website or the material on such websites;

18.1.4 your downloading of any material from this Website or any websites linked to this Website; or

18.1.5 viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website.

18.2 Nothing in these terms and conditions shall exclude or limit the Company's liability for:

18.2.1 death or personal injury caused by negligence; or

18.2.2 fraud; or

18.2.3 any liability which cannot be excluded or limited under applicable law.

18.3 If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

19. LIMITATION OF LIABILITY

19.1 Notwithstanding any damages that you might incur for any reason whatsoever and to the maximum extent permitted by applicable law, the entire liability of the Company, its subsidiaries, affiliates officers, directors, employees, shareholders or agents under these terms and conditions and your exclusive remedy for all of the foregoing shall be limited and in no event will the Company, its subsidiaries, affiliates officers, directors, employees, shareholders or agents' total cumulative liability exceed the amount paid by you, if any, for accessing this Website and/or subscribing to the Service.

20. INDEMNITY

20.1 To the maximum extent as permitted by law, you hereby release and waive any and all claims and/or liability against the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Website arising from or in connection with your use of the Website and/or Service.

20.2 You agree to indemnify, defend and hold harmless, the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Website from and against any and all claims or liability, including costs and attorneys' fees, arising from or in connection with any violation of these terms and conditions by you, your use of the Website and/or Service and/or failure by you to comply with applicable laws.

20.3 The Company reserves the right to assume, at its sole expense, the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defences.

21. SEVERABILITY

21.1 The invalidity, illegality or unenforceability of any of the provisions of these terms and conditions shall not affect the validity, legality and enforceability of the remaining provisions of these terms and conditions.

22. GOVERNING LAW AND DISPUTE RESOLUTION

These terms and conditions shall be governed by and construed in accordance with law of [the HKSAR].

The parties agree that any dispute, controversy or claim arising out of or relating to these terms and conditions, or the breach, termination or invalidity thereof, shall be settled by final and binding arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The place of arbitration shall be in Hong Kong at the Hong Kong International Arbitration Centre ("HKIAC").

The tribunal for any arbitration shall consist of three arbitrators with each party appointing one arbitrator and the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the Tribunal.

The language to be used in the arbitral proceedings shall be English and the applicable law shall be the laws of the HKSAR.

23. QUERIES

Any queries or comments about this Website should be directed to us via email at http://www.smartots.com/contact.

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