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Order Terms & Conditions

Please ensure you read and fully understand these terms before making use of our site.

Purchase Agreement Procurement of any paid product or service provided by SMODesk.com is subject to the terms and conditions set out in our Purchase Agreement. You understand that by committing to acquire any form of product or service provided by SMODesk.com which is provided to you in exchange for monetary or financial compensation, you are agreeing to all of the policies, terms, conditions and statements made in our TOS as well as the Purchase Agreement.

1. Social Bookmarking Sites By investing in any Facebook, Twitter or YouTube social bookmarking service, you are stating your intent for SMODesk.com to carry out an advertising campaign which involves the use of social bookmarking sites we do not own, nor operate. You agree that by purchasing a Facebook, twitter or YouTube social bookmarking service, to our automatic social bookmarking service that these sites have their own sets of terms which may differ from our own and you agree it is up to you to read and understand any and all terms on those sites.

2. Submission Any content you wish to have advertised by SMODesk.com should not be submitted to the social bookmarking site of your choice before you place your order with SMODesk.com. At times, SMODesk.com may experience busy periods where we are not able to fulfill your order immediately and in such cases there may be a delay of several days until your order is fulfilled. Because of this, we ask that you do not submit your content and that this will be handled by SMODesk.com prior to votes being placed on your content. If you have already submitted your content and you have placed an order for a package of votes, we ask that you contact us immediately; however you understand that we may not be able to expedite your order in such cases.

3. Fulfillment of Orders — Social Bookmarking Submission Our press social bookmarking service is a subscription-based service and as such, you understand that we have a number of others who invest in the same service. Because of this, you agree that it may take up to 48 hours for your URLs to be submitted so you must take this into account if time is of the essence when submitting a certain URL. We screen all links for quality before they are submitted and if we find a link does not meet our quality guidelines, we will email you stating the issue. While we understand that this may tamper with any time constraints you may have on your URL being submitted, you agree that it is your responsibility to ensure enough time is afforded by you before the URL is to be submitted, as well as that it is your responsibility for ensuring the URL meets quality standards.

4. Traffic Estimates SMODesk.com cannot under any circumstances guarantee the amount of traffic a website or piece of submitted content will receive as a result of purchasing any of our services. There are many factors which will impact on the amount of traffic a piece of content will receive which are not controlled by SMODesk.com and because of this, we cannot make any guarantees or warranties in any way. Any statements or testimonials made by SMODesk.com, previous customers or third-parties relating to the quantity of traffic received as a result of investing in SMODesk.com’s services, should be thought of as a guide and not any kind of guarantee as to the traffic you may or may not receive as a result of using the same service. Results will depend on the content submitted, time submitted and dozens of other factors. For more information, or to inquire about how to make the most of SMODesk.com’s service, be sure to contact us before placing an order.

5. Refunds. While they may be issued, SMODesk.com will not offer refunds unless under special circumstances. While we will refund you the amount equal to 75% of the purchase price of a campaign, we will not generally issue a refund under any other circumstances. We advise that you read our Terms, Privacy Policy and this Purchase Agreement fully before placing your order. If you believe you may be entitled to a refund, or would like some more information about refunds, please contact us through this website.

6. Third-Party Account Termination As a result of using our service, you agree that any terminations of your third-party accounts as a result of using SMODesk.com’s services are at your own risk and in no way the responsibility of SMODesk.com or any of its affiliated parties or organization. You understand that by using our services there is a possibility that your site may be banned from social bookmarking sites, whether paid, or free like Twitter accounts, may be closed. You accept all risk for this and we may not be held responsible for any terminations. While we take due care and our methods are not considered spam, you understand the possibility for this to happen.

7. Pricing, Currency and Exchange Rates All prices stated on the SMODesk.com website are in United States Dollars (USD) and will be charged in this currency regardless of your location, situation or current foreign exchange rates. If you are unsure of exchange rates, we recommend you locate relevant information before placing any order through our site.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

1. Acceptance
SMODesk.com provides its service to you subject to the following Terms of Service (“TOS”), which may be updated by us from time to time without notice to you. In addition, when using particular SMODesk.com owned or operated services, you and SMODesk.com shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. SMODesk.com may also offer other services that are governed by different Terms of Service.

2. Description of Service
SMODesk.com provides users with access to a varied scope of resources, including various traffic generation tools, shopping services, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the “Service”). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for SMODesk.com to provide the Service. You also understand and agree that the Service may include certain communications from SMODesk.com, such as service announcements and administrative messages, and that these communications are considered part of SMODesk.com membership, should you become a member of SMODesk.com at any time. Unless explicitly stated otherwise, any new features that augment, or enhance the current Service, including the release of new SMODesk.com properties, shall be subject to the TOS. You understand and agree that the Service is provided “AS-IS” and that SMODesk.com assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. Registration Obligations
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States of America or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SMODesk.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SMODesk.com has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). SMODesk.com is concerned about the safety and privacy of all its users, particularly children.

4. Privacy Policy
Registration Data and certain other information about you is subject to our Privacy Policy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by SMODesk.com and its affiliates.

5. Membership Accounts
While not necessary to make use of the Service, you may at some point receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify SMODesk.com of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SMODesk.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. Conduct
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not SMODesk.com, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. SMODesk.com does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SMODesk.com be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a SMODesk.com official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
h. upload, post, email, transmit or otherwise make available any material 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;
i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
j. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; k. 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 the NASDAQ, and any regulations having the force of law;
l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
m. “stalk” or otherwise harass another; and/or
n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.

You acknowledge that SMODesk.com may or may not pre-screen Content, but that SMODesk.com and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, SMODesk.com and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.In this regard, you acknowledge that you may not rely on any Content created by SMODesk.com or submitted to SMODesk.com, including without limitation information in SMODesk.com Message Boards and in all other parts of the Service. You acknowledge, consent and agree that SMODesk.com may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SMODesk.com, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by SMODesk.com and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

7. International Communication
When you register with SMODesk.com or make use of the Service, you acknowledge that in using SMODesk.com services to send electronic communications (including but not limited to email, search queries, sending messages to SMODesk.com Services and other Internet activities), you will be causing communications to be sent through SMODesk.com’s computer networks, portions of which are located in the United States and portions of which are located in other countries. As a result, and also as a result of SMODesk.com’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of international communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that use of the service results in international data transmissions

8. International Warning
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

9. Submitted Content
SMODesk.com does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant SMODesk.com the following worldwide, royalty-free and non-exclusive license(s), as applicable:

a.With respect to Content you submit or make available for inclusion on publicly accessible areas of SMODesk.com, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific Content which was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or SMODesk.com removes such Content from the Service.

b.With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service,, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or SMODesk.com removes such Content from the Service.

c.With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

“Publicly accessible” areas of the Service are those areas of the SMODesk.com network of properties that are intended by SMODesk.com to be available to the general public. By way of example, publicly accessible areas of the Service would include the SMODesk.com.com website and all areas of such site which members of the general public can access.

10. Contributions and Feedback
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to SMODesk.com through its suggestion or feedback web pages or via email, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) SMODesk.com is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) SMODesk.com shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) SMODesk.com may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of SMODesk.com without any obligation of SMODesk.com to you; and (f) you are not entitled to any compensation or reimbursement of any kind from SMODesk.com under any circumstances.

11. Indemnity
You agree to indemnify and hold SMODesk.com and its subsidiaries, affiliates, officers, agents, 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 make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

12. Duplication
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

13. Use and Storage Practice
You acknowledge that SMODesk.com may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on SMODesk.com’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that SMODesk.com has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that SMODesk.com reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that SMODesk.com reserves the right to modify these general practices and limits from time to time.

14. Modification and Editing Practice
SMODesk.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SMODesk.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

15. Termination
You agree that SMODesk.com may, under certain circumstances and without prior notice, immediately terminate your SMODesk.com account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements 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 Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your access to the Service account includes (a) removal of access to all offerings within the Service, including but not limited to SMODesk.com paid and free products, services, communication, assistance, and all other access, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in SMODesk.com’s sole discretion and that SMODesk.com shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

16. Advertising
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that SMODesk.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

17. Links
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because SMODesk.com has no control over such sites and resources, you acknowledge and agree that SMODesk.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that SMODesk.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

18. Proprietary Rights
You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by SMODesk.com or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. SMODesk.com grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by SMODesk.com for use in accessing the Service.

19. Disclaimer of Warranty

You expressly understand and agree that:

a. Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. SMODesk.com and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
b. SMODesk.com and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that (i) the service will meet your requirements; (ii) the service will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from the use of the service will be accurate or reliable; (iv) the quality of any products, services, information or other material purchased or obtained by you through the service will meet your expectations; and (v) any errors in the software will be corrected.
c. Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
d. No advice or information, whether oral or written, obtained by you from SMODesk.com or through or from the service shall create any warranty not expressly stated in the TOS.
e. A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. Certain conditions may induce previously undetected epileptic symptoms even in users who have no history of prior seizures or epilepsy. If you, or anyone in your family, have an epileptic condition, consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any of the following symptoms while using the service: dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions.

20. Limitation of Liability
SUBJECT TO APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SMODesk.com AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SMODesk.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

21. Limitation and Exclusion
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of Sections 19 and 20 may not apply to you.

22. Financial Warning
If you intend to create or join any service, receive or request any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, please read the above Sections 19 and 20 again. They go doubly for you. In addition, for this type of information particularly, the phrase “Let the investor beware” is apt. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. SMODesk.com and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions based on such information.

23. Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

24. Notices
SMODesk.com may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.

25. Trademarks
The SMODesk, SMODesk.com and SMODesk.com logo, the “SMODesk” tagline, trademarks and service marks and other SMODesk.com product and service names are trademarks of SMODesk.com (the “SMODesk.com Marks”). Without SMODesk.com’s prior permission, you agree not to display or use in any manner the SMODesk.com Marks.

26. Copyright
Claims SMODesk.com respects the intellectual property of others, and we ask our users to do the same. SMODesk.com may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts and access to the Service of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide SMODesk.com with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

SMODesk.com’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached by contacting us.

27. General
Entire Agreement. The TOS constitutes the entire agreement between you and SMODesk.com and governs your use of the Service, superseding any prior agreements between you and SMODesk.com with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other SMODesk.com services, affiliate services, third-party content or third-party software. Choice of Law and Forum. The TOS and the relationship between you and SMODesk.com shall be governed by the laws of the U.S. without regard to its conflict of law provisions. You and SMODesk.com agree to submit to the personal and exclusive jurisdiction of the U.S. Courts.
Waiver and Severability of Terms. The failure of SMODesk.com to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your SMODesk.com account and access to the Service is non-transferable and any rights to your SMODesk.com membership or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

28. Governing Law and Forum and Attorneys’ Fees.

The interpretation and construction of these Terms and Conditions, and all matters relating hereto, shall be governed by the laws of the State of Florida applicable to agreements executed and to be performed solely within such State. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the Circuit Court for Dade County, in Miami, Florida, Dade County in any litigation arising out of these Terms and Conditions of services provided by SMODesk.com or any of its related entities. Each of the parties agrees that it shall not seek a jury trial in any proceeding based upon or arising out of or otherwise related to this Agreement or any of the other documents and instruments contemplated hereby and each of the parties hereto waives any and all right to such jury trial. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The prevailing party shall be awarded its reasonable attorney’s fees and costs in any lawsuit arising out of or related to this Agreement.