Terms and Conditions

SMRFS Support Center
Warranty
Payment Method
Shipping Info
Return Policy
Privacy Policy
Cookie Policy
Terms and Conditions
Cancellation Policy
Affiliate Program
Contact
FAQ

Conduct

We expect you to honor the SMRFS Community Standards. The Sites and Services are for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Services, use of the Services or access to Content (defined in Section 4). You may not use the Services, or assist or encourage any other party, to engage in any of the following Prohibited Activities:

  • Copying, framing or mirroring any part of the Services;
  • Accessing the Services to monitor its availability, performance or functionality;
  • Permitting any third party to access the Services;
  • Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to SMRFS;
  • Publishing, transmitting, distributing or storing content, material, information or data that: (1) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (2) is harmful to or interferes with the Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (3) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (4) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);
  • Attempting to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of SMRFS internet protocol space;
  • Avoiding payment of charges or fees payable by you with respect to the Services;
  • Committing any act that may be harmful to minors;
  • Distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
  • Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to SMRFS than a human can reasonably produce in the same period of time by using a conventional web browser;
  • Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  • Collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Services, from the Services;
  • Using the Services for any inappropriate commercial solicitation purposes;
  • Accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
  • Submitting to the Services or to SMRFS any personal information, except as necessary for the establishment and operation of your account;
  • Submitting to the Services or to SMRFS any information that may be protected from disclosure by applicable law;
  • Bypassing the measures we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
  • Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
  • Removing any copyright, trademark or other proprietary rights notices contained in or on the Services; or
  • Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you.

You understand that use of certain features of the Services may require you to purchase third party equipment or materials (e.g., GPS systems). While SMRFS may recommend the equipment or materials of certain third party suppliers, SMRFS shall have no responsibility for your acquisition or use of any third party equipment or materials and does not guarantee that third party equipment or materials will function with the Services or will be error-free.

You understand that you are responsible for any charges associated with sending communications via your device. You hereby acknowledge that you have the right to communicate with your contacts via the Services. You represent and warrant that: (i) you are authorized to create your account, whether individually or on behalf of an organization; (ii) you own the User Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of your User Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iv) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Services.

 

Proprietary Rights

Copyright Notice. This copyright notice applies to the entirety of the Services. All content on the Services are the sole property of SMRFS and is protected under U.S. and international copyright laws. SMRFS reserves all rights to the content contained herein. The content of this website or any Internet site owned, operated, licensed, or controlled by SMRFS may be viewed or downloaded for the user's personal, noncommercial use only. Even for personal downloads, you may not modify the materials nor use the materials in a manner that suggests an association with any of our products, services, or brands. The content herein, including trademarks, service marks, written text, html or other code, images, animations, digital photographs, or other content accessible on this site, should not be reproduced, copied, distributed, posted, or used in any other way without the express written permission of SMRFS. The use of any SMRFS material on any other Web site or computer environment is prohibited. You may link to material on our website only with our prior written consent.

Non-User Content is the Property of SMRFS. All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs and other content appearing in or on the Sites (the “Content”) are protected intellectual property of, or used with permission or under license by us. Such Content may be protected by copyright, trademark, patent or other proprietary rights and laws. This includes the entire Content of each Site, copyrighted and protected as a collective work. All intellectual property rights associated with the Sites and/or Services, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title or interest in any Content by accessing or using the Sites and/or Services. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on any Site is strictly prohibited.

Your Limited License in the Sites and SMRFS Content. Subject to your compliance with this Agreement, we grant you a limited license to access and use our Sites and their Content for personal, informational, and shopping purposes. No Content from the Sites may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you may download or print one copy of specific Content or software made available for your downloading or printing for your personal, non-commercial home use, subject to your compliance with this Agreement and retain the same solely for as long as you continue to be permitted to access the Services. To use Content under such an exception, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such Content pursuant to any licenses associated with such Content, (3) not copy or post such Content on any networked computer or broadcast it in any media, (4) make no modifications to any such Content, and (5) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Sites or the Content.

Your Feedback. We welcome your comments, feedback, suggestions, and other communications regarding the Services and the information and services we make available through the Services (collectively, “Feedback”). If you provide Feedback, you hereby grant to SMRFS a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, we ask that you not send SMRFS any Feedback that you do not wish to license to us as set forth above.

 

Terms for Purchases

Transfer of Ownership to You. Title to all products ordered by you and risk of loss to such products will transfer to you at the time SMRFS delivers such products to the applicable shipping carrier. Note, however, that if we have not received payment in full for the products prior to their delivery, then the products will remain our property until such time as payment is received in full. We reserve the right (subject to applicable law) to terminate your right to use the products if payment is not made when due, or if the credit/debit card company declines payment or requires us to return any payment made for the products, for any reason.

Updates to Ebike Parts. We reserve the right to change any component or part of our ebikes, or to change manufacturers of component parts without notice to you. Such changes, as well as any modification to the manufacture of our bikes, shall not constitute grounds for returning the product.

Battery and Range. Please note that there are many factors that contribute to the actual, real-world range of an ebike battery such as age of the battery, temperature, level of assist, speed, payload, and terrain. Any representation we make regarding the range for a particular ebike based on a full charge of its battery is an estimate, not a guarantee of such performance.

Alterations Void Warranty. Any alterations, modifications, or other changes made by you to an ebike following your purchase which affect the safety, operation, or mechanics of the ebike shall void any applicable product warranty and shall be at your sole risk of harm.

Financing. For qualified purchasers, ebikes may be financed through our consumer financing partners. The necessary qualifications for financing an ebike purchase, and your rights and obligations associated with such purchase, are solely determined by the financing partner. It is your responsibility to review and understand all terms and conditions associated with financing an ebike purchase, and you hereby acknowledge that SMRFS is no way responsible for any such financing.

 

Our Management of the Service; User Misconduct

Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (A) monitor or review the Services for violations of these Terms and for compliance with our policies; (B) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Services; (C) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any User Content or any portion thereof; (D) manage the Services in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Services; and/or (E) terminate or block you your use of the Service for violating these Terms.

Our Right to Terminate Users. You agree that SMRFS may, under certain serious circumstances and without prior notice, immediately terminate your account and/or access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any portion thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your account may include (x) removal of access to all offerings within the Services, (y) deletion of your information, files and Content associated with your account, and (z) barring of further use of the Services. Further, you agree that all terminations for cause shall be made in SMRFS’s sole discretion and that SMRFS shall not be liable to you or any third party for any termination of your account or access to the Services. The following Sections shall survive termination of your account and/or the Terms: “User Content”, “Proprietary Rights,” “Disclaimer of Warranties and Liability,” “Indemnity,” “Choice of Laws” and “General.”

 

Disclaimer of Warranties and Liability

SITES AND SERVICES ARE PROVIDED “AS-IS.” ANY INFORMATION, SOFTWARE, SERVICES AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY. SMRFS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SMRFS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THAT CONTENT WILL BE AVAILABLE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

COMPLIANCE WITH EBIKE AND RELATED LAWS. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY AND ALL LAWS REGULATING THE PURCHASE OR USE OF AN EBIKE, OR OTHER PRODUCT. WE ARE NOT RESPONSIBLE FOR ADVISING YOU ON SUCH LAWS IN YOUR OR ANY OTHER JURISDICTION RELATED TO THE PURCHASE OR USE OF AN EBIKE OR OTHER PRODUCT. YOU, AND YOU ALONE, ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL REQUIREMENTS, INCLUDING BUT NOT LIMITED TO REQUIREMENTS RELATED TO REGISTRATION OF AN EBIKE, LICENSURE FOR RIDING AN EBIKE, PURCHASING INSURANCE, OR WEARING A HELMET. FOR YOUR OWN SAFETY WE RECOMMEND THAT YOU WEAR A HELMET AT ALL TIMES WHILE RIDING ANY EBIKE.

NO PROVISION OF MEDICAL ADVICE. YOU EXPRESSLY AGREE THAT SMRFS IS NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING ALL TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR BY OTHER ACCOUNT HOLDERS OR THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (A) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (B) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (C) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. SHOULD YOU HAVE ANY HEALTH RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF OUR CONTENT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, E-MAIL OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND SMRFS.

RISKS INHERENT IN ATHLETIC ACTIVITY. YOU EXPRESSLY AGREE THAT YOUR ATHLETIC ACTIVITIES (INCLUDING, BUT NOT LIMITED TO, CYCLING, RUNNING, OR FOLLOWING A TRAINING PLAN OFFERED ON THE SERVICES) CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF PROPERTY DAMAGE, BODILY INJURY OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION OR NEGLIGENCE OF SMRFS OR BY THE ACTION, INACTION OR NEGLIGENCE OF OTHERS.

NO RESPONSIBILITY FOR CHALLENGES, CONTESTS. YOU EXPRESSLY AGREE THAT SMRFS DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY RACE, CONTEST, CHALLENGE, OR GROUP ACTIVITY THAT UTILIZES THE SERVICES, INCLUDING ANY THAT ARE ORGANIZED BY A CLUB ADMINISTRATOR.

RELEASE OF LIABILITY FOR INJURY RELATED TO ATHLETIC ACTIVITY.  YOU EXPRESSLY AGREE TO RELEASE SMRFS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR ATHLETIC ACTIVITIES AND/OR USE OF THE SMRFS WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES OR PRODUCTS (INCLUDING, WITHOUT LIMITATION, ANY SMRFS TRAINING PLAN), AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR USE OR MISUSE OF THE SERVICES, (B) YOUR USE OR MISUSE OF EQUIPMENT OR PROGRAMS CREATED OR LICENSED BY SMRFS (INCLUDING, WITHOUT LIMITATION, ANY SMRFS TRAINING PLAN) WHILE ENGAGED IN ATHLETIC ACTIVITIES, (C) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (D) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (E) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SMRFS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

SMRFS DOES NOT ENDORSE YOUR USER CONTENT OR ANY OTHER MEMBER’S CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.

MAXIMUM AGGREGATE LIABILITY NO TO EXCEED $50. THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU PURSUANT TO THESE TERMS SHALL NOT EXCEED THE GREATER OF EITHER (A) FIFTY DOLLARS ($50) OR (B) THE AMOUNT OF FEES PAID BY YOU TO SMRFS IN THE 12-MONTHS PRIOR TO DATE THE CLAIM.

 

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD SMRFS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST, TRANSMIT OR OTHERWISE SEEK TO MAKE AVAILABLE THROUGH THE SERVICES, YOUR USE OF THE SERVICES, YOUR ATHLETIC ACTIVITIES WHICH GENERATE THE CONTENT YOU POST OR SEEK TO POST ON THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ATHLETIC ACTIVITIES IN CONNECTION WITH ANY CONTESTS, RACES, GROUP RIDES, OR OTHER EVENTS WHICH SMRFS SPONSORS, ORGANIZES, PARTICIPATES IN, OR WHOSE SERVICES ARE USED IN CONNECTION WITH), YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS, YOUR VIOLATION OF ANY DATA PROTECTION OR PRIVACY LAWS, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER PERSON OR ENTITY. YOUR RIGHTS WITH RESPECT TO SMRFS ARE NOT MODIFIED BY THE FOREGOING INDEMNIFICATION IF THE LAWS OF YOUR COUNTRY OF RESIDENCE, APPLICABLE AS A RESULT OF YOUR USE OF OUR SERVICES, DO NOT PERMIT IT.

 

Third Parties

Third party products and services made available on our Sites and Apps are made and offered directly by the applicable third party. When you pursue or purchase any such product or service, you acknowledge that you are contracting directly with such third party and not with SMRFS. Your interaction with, or participation in promotions of, third parties found on or through the Services, including payment and delivery of goods or services, and any other terms, are solely between you and such third party. You are not obligated to use or transact business with any third party that appears on the Services.

YOU AGREE THAT SMRFS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU AS THE RESULT OF ANY OF YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES. YOU ACKNOWLEDGE AND AGREE THAT SMRFS IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SITES, SERVICES, PRODUCTS OR RESOURCES.

 

General

No Waiver. SMRFS’s failure to act with respect to a breach by you or others does not waive its rights to act with respect to subsequent or similar breaches.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining terms, covenants and restrictions will remain in full force and effect. You and SMRFS intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and SMRFS agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion.

Assignment. SMRFS may assign its rights and delegate its obligations under these Terms, in whole or in part, at any time with or without notice to you, and these Terms will be binding upon and inure to the benefit of SMRFS’s successors and assigns. SMRFS shall have the right to assign these Terms, at its sole discretion, without notice to you. You may not assign, transfer or sublicense your rights (if any).

Force Majeure. Neither party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Entire Agreement. These Terms (including any incorporated terms) constitute the entire agreement between you and SMRFS with respect to the Services. Both you and SMRFS warrant to each other that, in entering this Agreement, neither SMRFS nor you have relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms (including any incorporated terms). The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law.

No Third Party Beneficiaries. No one other than you and SMRFS, or SMRFS’s successors and assigns, will have any right to enforce these Terms.

Headings Have No Legal Effect. Section titles and headings in the Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.