Please read these Terms carefully before using the website or services offered by Lookout Mountain Foundation and its affiliates (herein “the Foundation,” “we,” “our,” “us”). By using the website smartract.io or other features, services, products, or applications offered (collectively, the "Services"), you (hereafter “user,” “you”) agree to be bound by these Terms of Service (the "Terms"). By using our Services, you agree to these Terms, including the mandatory arbitration provision, jury trial waiver, and class action waiver in Section 11, below. If you do not agree to these Terms, do not use the Services. Use of the Services in any way after a change to the Terms is effective means that you agree to all of the changes.
Any token sale is governed by the separate Terms of Token Sale, and not by these Terms.
If you have any questions about these Terms or our Services, please contact us at email@example.com.
If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You hereby certify you are legally permitted to use the Services, and take full responsibility for the selection, access, and use of the Services.
We reserve the right in our sole discretion to revise and update these Terms, in whole or in part, at any time. Such changes will be effective immediately upon posting and apply to all access to and use of the Services thereafter. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. The “Last Updated” section at the top of this page serves as notice to you of the last date of modification of these Terms. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.
The Services, including any text, images, photographs, illustrations, graphics, videos, and other content contained therein, are owned by the Foundation or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, non-commercial use. Any use of the Services without our prior written permission, other than as specifically authorized herein, is strictly prohibited, will terminate the license granted herein, and violate our intellectual property rights.
SmarTract, the SmarTract logo, and all related names, logos, product and service names, designs and slogans are trademarks or registered trademarks of the Foundation or its affiliates or licensors in the United States and in other countries. You may not copy, imitate or use, in whole or in part, such marks without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners.
If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please notify us immediately. You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent at 1110 Market Street, Suite 402, Chattanooga, Tennessee 37402, USA, Attn: P. Guerry, and firstname.lastname@example.org, with the information required in 17 U.S.C. § 512(c)(3). In appropriate circumstances, we will terminate the accounts of repeat infringers.
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. The Foundation does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE COMPANY ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
IN NO EVENT WILL THE FOUNDATION, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, RELIANCE ON ANY THIRD PARTY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Foundation, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to any use of the Website's content, services and products other than as expressly authorized in these Terms or your use of any information obtained from use of the Services.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with the Foundation, and limits the manner in which you can seek relief from us. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
You and the Foundation agree that any dispute arising out of or related to these Terms or our Services is personal to you and the Foundation, and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for small claims disputes in which you or the Foundation seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or the Foundation seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the Foundation waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court.
Instead, for any dispute or claim that you have against the Foundation or relating in any way to the Services, you agree to first contact us and attempt to resolve the claim informally, by sending a written notice of your claim (“Notice”) by email to email@example.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and the Foundation cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator.
Arbitration proceedings will be held in Chattanooga, Tennessee, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and the Foundation agree that these Terms affect interstate commerce and that the enforceability of this Section 11 will be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, the Foundation, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and the Foundation agree that for any arbitration you initiate, you will pay the filing fee the Foundation will pay the remaining JAMS fees and costs. For any arbitration initiated by the Foundation, we will pay all JAMS fees and costs. You and the Foundation agree that the state or federal courts of the State of Tennessee and the United States sitting in Hamilton County, Tennessee have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the Foundation will not have the right to assert the claim.
If any portion of this Section 11 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 11 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. If any part of this Section 11 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 11 will be enforceable.
All matters relating to the Website and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of such state or any other jurisdiction). Venue for all actions related to these Terms shall be in courts located in Chattanooga, Tennessee. The parties consent to the personal jurisdiction and subject matter jurisdiction of such courts. Further, the parties waive any defenses of lack of personal or subject matter jurisdiction and improper venue related to the validity, enforceability, and damages and injunctions that may result from breach of these Terms.
No waiver by the Foundation of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
The failure by the Foundation to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.