SMC³ is the leading provider of transportation data software and services nationwide. SMC³ presently serves more than 3,000 customers throughout the United States and Canada, helping shippers, carriers and logistics companies conduct business seamlessly through the maze of local, regional and national transportation networks. To better equip its customers in the high tech marketplace, SMC³ has developed a suite of transportation software tools as well as a host of data software modules. SMC³ has created the Web Site as a means of providing via the Internet access to information about the various products offered by SMC³, as well as the means for Authorized Purchasers to purchase certain of these products online. The features and information that a User may avail himself of via the Web Site are collectively referred to herein as the “Services.” The various SMC³ products that, at any given time, are featured and/or may be purchased via the Web Site are collectively referred to herein as the “Products.”
II. Terms and Conditions
A. User To Provide Internet Access
In order to access the Web Site and/or use the Services, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
B. Web Site Intended For Adults
You must be eighteen years old or older to purchase any Product via the Web Site.
C. Accessibility And Availability
SMC³ makes no guarantees regarding the availability of the Web Site or the Services (including the availability of any given Products). Furthermore, SMC³ reserves the right, within its sole discretion, to discontinue the Web Site or Services and/or modify the contents of the Web Site or the terms of the Services as it sees fit, including but not limited to the Product prices, Product descriptions, available Products, and other e-commerce related information and/or functionality. You agree that SMC³ will not be liable to You for any such discontinuance or modification of the Web Site or the Services.
D. Authorized Use
SMC³ grants You a limited license to access and make personal use of the Web Site for purposes and uses that are legal and that are otherwise permitted by these Terms Of Service. Other than page caching, You are not authorized to download or modify the Web Site or any portion of it, except with express written consent of SMC³. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Furthermore, You may not post or transmit through the Web Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which contains advertising or any solicitation with respect to products or services. You are also prohibited from using the Web Site in any way that restricts or inhibits any other Web Site user from using or enjoying the Web Site consistent with the letter and intent of these Terms of Service.
Any unauthorized use terminates the permission or license granted by SMC³ in relation to the Web Site.
E. Linking (To & From) The Web Site; Advertisers
- Linked-To Sites
SMC³ may provide via the Web Site, links to other World Wide Web sites or resources and/or advertisements or other such promotional materials for third parties. Because SMC³ has no control over the content of linked-to sites or the quality of the goods or services offered via these linked-to sites, User acknowledges and agrees that SMC³ is not responsible for and in no way guarantees or endorses: (1) the availability of linked-to sites or resources; (2) the accuracy or completeness of any content available at or through the linked-to sites; (3) the goods or services offered via these third-party sites. Accordingly, User acknowledges and agrees that SMC³ shall not be responsible or liable to User in any manner, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on the content of any linked-to web sites and/or the quality of any goods or services offered by or through any linked-to third-party site.
- Links To SMC³.com From Other Sites
Unless otherwise authorized in writing by SMC³, no User or other third party is authorized to “deep link” to any web page contained in the Web Site (i.e., no links are permitted under any circumstances from third party web sites to SMC³.com web pages other than the SMC³.com home page). Such links are expressly prohibited. Furthermore, without written permission from SMC³, no User or third-party may link to the SMC³.com home page in such a manner as to create a reasonable possibility or likelihood of confusion by users of the third party web site as to the true ownership or sponsorship of SMC3.com and/or as to the existence or lack thereof of some affiliation or other relationship between SMC³.com and the third party and/or its web site.
G. Prohibition Against Harmful Transmissions
You agree that You will not upload, post, e-mail, or otherwise transmit to the Web Site or to any other User any messages, programs, or other materials (including but not limited to Trojan Horses, viruses, worms, and the like) that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or telecommunications equipment.
H. Uniform Warranties And Limitation Of Liability
- SMC³ Warranties
NEITHER SMC³ NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNEES, OR AGENTS WARRANT THAT THE SERVICES OR THE INFORMATION PROVIDED VIA THE WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS IS EXPRESSLY SET FORTH ELSEWHERE HEREIN, THE SERVICES AND ANY SMC³ PRODUCTS PURCHASED VIA THE WEB SITE ARE DISTRIBUTED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. NEITHER SMC³ NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY AS A RESULT OF THE OPERATION OR MALFUNCTION OF THE SERVICES OR ARISING IN ANY WAY FROM OR RELATING TO YOUR PURCHASE OF SMC³ PRODUCTS VIA THE WEB SITE, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation Of Liability
SMC³ SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, ANY INFORMATION CONTAINED AT THE WEB SITE THROUGH ACCIDENT OR THROUGH FRAUDULENT OR WRONGFUL MEANS OR DEVICES. SMC³ SHALL HAVE NO LIABILITY WITH RESPECT TO SMC³’S OBLIGATIONS UNDER THIS AGREEMENT OR IN RELATION IN ANY WAY TO THE WEB SITE OR ANY WEB SITE PURCHASE MADE BY OR FOR YOU FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SMC³ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF SMC³ TO YOU OR ANY OTHER USER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED THE SUM OF THE GREATER OF ONE-HUNDRED DOLLARS ($100.00) OR, IN THE EVENT THAT YOUR DISPUTE OR CLAIM ARISES FROM YOUR PURCHASE OF PRODUCTS VIA THE INTERNET, THE COST OF SUCH DISPUTED PRODUCTS (i.e., THE AMOUNT YOU PAID TO SMC³ FOR SUCH PRODUCTS). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
NOTE THAT SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THE TWO PRECEDING PARAGRAPHS. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING THEREIN MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless SMC³, its directors, officers, employees, assignees, and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Your representations, warranties, or agreements hereunder; and/or (ii) arises out of Your negligence, willful misconduct, or other breach of this Agreement.
In the event that one or more of the words, phrases, sentences, clauses, sections, subdivisions or subparagraphs contained herein shall be held invalid, this Agreement shall be construed as if such invalid portion had not been inserted. In the event that any invalid language is severed under this paragraph, the severed language shall be comprised of the smallest unit possible such that the severance of the unit results in a valid provision (i.e., a single item in a list will be severed rather than the entire list, a clause will be severed rather than the entire sentence, etc.).
K. Entire Agreement
This Agreement sets forth and contains the entire agreement with regard to the matters set forth herein between You and SMC³. There are no promises, terms, conditions, or obligations other than those contained herein. This Agreement supersedes all previous communications, representations, or agreements, either verbal or written, between and among the parties.
L. Choice Of Law
This Agreement, and any disputes arising from, relating to, or touching upon the Agreement and/or the subject matter hereof, shall be construed under and governed by the law of the State of Georgia.
M. Choice Of Venue And Acknowledgment Of Personal Jurisdiction
Any action at law, suit in equity, or other judicial proceeding concerning, relating to, or touching upon in any way this Agreement or the subject matter hereof, shall be brought or commenced, if at all, only in the Superior Court of Fayette County, State of Georgia, or, if and only if that Court lacks subject matter jurisdiction to hear such claim, the United States District Court for the Northern District of Georgia. By accessing and using the Web Site, You submit to personal jurisdiction in Georgia in any action by SMC³ against You and waive and release now and forever any defense to that assertion of jurisdiction that might otherwise exist.
N. Headings For Convenience Only
The headings used herein are for convenience only. The headings do not purport to define, limit, or extend the scope or intent of the language of the sections and the paragraphs to which they pertain.
The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision by the other party. The failure of a party at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
P. SMC³ Marks
The SMC³ Web Site contains copyrighted material, trademarks and other proprietary information which may include text, software, photos, video, graphics, music and sound. The entire contents of the SMC³ Web Site are copyrighted as a collective work under the United States copyright laws. SMC³ owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of SMC³ and the copyright owner, if other than SMC³. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that You do not acquire any such ownership rights by downloading copyrighted material or otherwise using the Web Site.
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Q. Copyright Complaints
SMC³ respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify us immediately in writing (via certified mail, return receipt requested, or via overnight delivery service) at the contact address set forth below.
Please direct all inquiries and other communications relating to the Web Site and/or the Services to:
SMC³ Web Site Information
500 WestPark Drive, Suite 300
Peachtree City, Georgia 30269
or by email to: info@SMC3.com.
S. Local Laws
You warrant and agree that Your access to and use of the Web Site is in compliance with the laws governing such access, use, and related conduct in Your geographic region.
SMC³ may make changes to the information in this web site, or to the services described herein, at any time without notice. SMC³ makes no commitment to update this information. It does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and must not be relied upon in connection with any investment decision. SMC³ is not a publicly-traded company.
U. Prohibited Conduct
Use of this Web Site or the corresponding Services for any use or reason other than the intended and permissible uses described or implied herein is expressly prohibited. Any such misuse may constitute violation of state and federal civil and criminal laws and may result in civil and/or criminal prosecution. Furthermore, without limiting other remedies, SMC³ may immediately issue a warning and/or temporarily or indefinitely suspend or terminate Your privilege to use and access the Web Site if You: (1) breach this Agreement; and/or (2) take actions that SMC³ believes may result in legal liability for You, for SMC³, or for other Web Site users.
IF YOU DO NOT AGREE TO THE TERMS SET FORTH ABOVE, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE WEB SITE IN ANY WAY. YOU MUST EXIT THE WEB SITE IMMEDIATELY.
Otherwise, enjoy smc3.com.