Last Updated: 12/01/2021
By visiting or otherwise using the Site, you acknowledge and accept these Terms, including the binding arbitration terms in Section 5, and any applicable Additional Terms.
Intellectual Property.The Site, including: (a) all materials and other items relating to SMN, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the Site; and (b) all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (together the “Materials”), are owned and controlled by SMN, our licensors or certain other parties. All rights, title, and interest in and to the Materials available via the Site are the property of SMN or our licensors or certain other parties, and are protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws to the fullest extent possible.
Limited License.Persons under the age of 18 are not permitted to use the Site. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, directives, and agreements that apply to your use of the Site and the Materials. Subject to your strict compliance with these Terms, SMN grants you a limited, non-exclusive, revocable, non-commercial, non-assignable, personal, and non-transferable license to download, display, view, and use the Site or Materials on a personal device, and retain one copy of the Materials as displayed to you for your personal, non-commercial use only. Any use of all or any part of our Service or the contents on it for commercial purposes shall be subject to separate terms and conditions and may be subject to a fee. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, or other laws, and any such use may result in your personal liability, including potential criminal liability.
Site Availability. SMN in its sole discretion and without advance notice or liability, may immediately suspend or terminate the availability of the Site and/or Materials, in whole or in part, for any reason. We do not warrant that content on the Site is complete, accurate, reliable, current, or error-free. We make no warranties as to the availability or accessibility of the Site, and (except as otherwise set out in these Terms) we will not be liable for any damages, loss, costs, or expenses incurred by you as a result of any lack of availability or accessibility of the Site.
We reserve the right to sell or transfer any information we obtain through the Site in connection with any joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction, including negotiations of such transactions).
You agree that you will not:
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW FOR MANDATORY ARBITRATION OR CLASS ACTION WAIVERS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE PROVISIONS BELOW MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
If any dispute arises between you and SMN, you and SMN agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with your use of the Site (including, but not limited to these Terms), including any question regarding the Terms’ existence, validity or termination, through binding arbitration unless we and you expressly agree, in writing, not to arbitrate. The dispute, to the extent permissible by applicable law, shall be referred to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Pinellas, Florida before a single arbitrator. The language of the arbitration shall be English. The arbitrability of this agreement is governed by the laws of State of Florida as well as the United States Federal Arbitration Act.
If for any reason any claim proceeds to court rather than arbitration, you and SMN agree, to the extent permissible by applicable law, to waive any right to a jury trial and you agree to waive any right to bring a class action lawsuit.
For the avoidance of doubt, nothing in this Section 5 is intended to limit your mandatory rights under applicable law.
AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, SMN and its direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “SMN Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Site, Materials, or other SMN products or services, except as set forth herein.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THESMNPARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THESMNPARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind (including availability of the Site and its contents, such as content removed from the Site by SMN for any reason), including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Site, Materials, or other SMN products or services, except, to the extent not waivable or under applicable law.
The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the SMN parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site).
AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THESMNPARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THESITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAIDSMNIN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).
Severability.If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question, if applicable) shall be unaffected.
Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the Site and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms or any Additional Terms that may be provided to you or agreed upon between you and us.
We also reserve the exclusive right to modify, withdraw, suspend, or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the Site, without limitation, in whole or in part, including the cessation of all activities associated with the Site, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension, or discontinuance of the Site or any part thereof. We also reserve the right to charge for use of the Site, in whole or in part, and to change our fees from time to time in our discretion.
Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by SMN), indemnify, and hold the SMN Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any SMN Party, or on account of the investigation, defence, or settlement thereof, arising out of or in connection with: (i) your use of the Site and your activities in connection with the Site; (ii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (iv) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any intellectual property, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (iv) the SMN Parties’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the SMN Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the SMN Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The SMN Parties reserve the right to assume the exclusive defence and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a SMN Party. This Section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
Investigations; Cooperation with Law Enforcement.SMN reserves the right to investigate and prosecute any suspected or actual violations of these Terms. SMN may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.
Electronic Contracting.You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Site it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the Site constitutes agreement to these Terms, and any applicable Additional Terms, then posted without further action by you.
St Petersburg, FL 33701 Attn: Customer Service Manager