Terms of Service
Last updated: May 10, 2021
By accessing, using, or signing up for the SMARTER CLICKS MEDIA service ("Service") or any of the marketplaces that utilize the SMARTER CLICKS MEDIA service or any of the services of SMARTER CLICKS MEDIA you are agreeing to be bound by the following terms and conditions ("Terms of Service"). The Service also includes any third party marketplace created using SMARTER CLICKS MEDIA. The Services offered by SMARTER CLICKS MEDIA under the Terms of Service include other tools, products, services, features, and third party marketplaces to help you create and manage a marketplace or to purchase from an online marketplace. If you purchase a subscription directly from SMARTER CLICKS MEDIA to build a marketplace to sell your own services, then you are the owner of the marketplace you create ("Marketplace Owner"). Users who are invited or assigned to complete the work of services provided by a Marketplace Owner for their customers are workers ("Worker"). Any new tools, products, services, features, or marketplaces added to the previous Service shall also be subject to these Terms of Service. SMARTER CLICKS MEDIA reserves the right to update and change the Terms of Service by posting updates and changes to the SMARTER CLICKS MEDIA website at any time. You can review the updated Terms of Service at any time by going to www.work.smarterclicksmedia.com/legal/terms. You agree that it is your responsibility to check the Terms of Service from time to time for any updates or changes that may impact you, your purchase, or your marketplace.
- You must be at least 18 years of age to use the Service.
- In order to register for an account, you must provide your full legal name, mailing address, valid email address, and any other information that is marked as required. SMARTER CLICKS MEDIA reserves the right to reject any new registration or cancel any existing account at any time and for any reason.
- You can only register for an account for youself or for a company or group that you have the authority to represent. If you are registering on behalf of your employer or a company or group you represent, then your employer, company, or group you represent shall be the account owner. You also represent and warrant that you have the authority to bind your employer, company, or group to these Terms of Service.
- We will use the email address you provide as the primary method of communication with you.
- It is your responsibility to choose and maintain a secure password to access the SMARTER CLICKS MEDIA service or any third party marketplace. You acknowledge that SMARTER CLICKS MEDIA is not liable for any breach, loss, or damage from your failure to maintain the security of your account and password.
- Any breach or violation of any term in the Terms of Service as decided solely by SMARTER CLICKS MEDIA will result in the immediate termination of your account and loss of any funds you have been charged for the Service or on any third party marketplace for other subscriptions, as well as loss of any funds that currently held by SMARTER CLICKS MEDIA that are unpaid to you or your workers, if applicable. The remaining funds will be forfeited by you as liquidated damages resulting from your breach.
- By creating an account on our Service or any third party marketplace, you agree to subscribe to newsletters, marketing or promotional materials and other information sent by us or any third party marketplace.
- You may opt out of receiving any, or all, of these communications from us or third party markletplaces by following the unsubscribe link or instructions provided in any email we send.
3. Marketplace Owners
- Marketplace Owners agree to be solely responsible for the operations, content, services, customers, and Workers on their own marketplaces.
- Customers who purchase from a third party marketplace are customers of that Marketplace Owner, and not considered to be customers of SMARTER CLICKS MEDIA or the Worker assigned to complete the work.
- Workers assigned to a third party marketplace are workers for that Marketplace Owner, and not workers of SMARTER CLICKS MEDIA. The legal work status of a worker, payment for their work, tax or employment related reporting to any local, state, or federal entity including the IRS are all the responsibility of the Marketplace Owner.
- SMARTER CLICKS MEDIA will assist with calculating payment amounts to workers and facilitating payment to those workers on behalf of the Marketplace Owner. This is only a feature provided to help Marketplace Owners and in no way shall make the worker being paid the responsibility of SMARTER CLICKS MEDIA.
- SMARTER CLICKS MEDIA will also assist with filling out and filing a 1099-MISC on behalf of the Marketplace Owner for their workers. The IRS classifications of whether or not a worker is able to receive of 1099-MISC for their work is the responsibility of the Marketplace Owner. If the Worker is not a 1099-MISC subcontractor, then SMARTER CLICKS MEDIA cannot assist with payment to that Worker and will not file anything for that Worker.
- You will pay any and all other fees associated with your SMARTER CLICKS MEDIA account and marketplaces created using the SMARTER CLICKS MEDIA website. These fees include but are not limited to: credit card processing fees, bank deposit fees, chargeback fees, marketplace customer refunds, and any other fees or charges handled by SMARTER CLICKS MEDIA on your or your business's behalf.
- You must keep a valid card on file at all times and agree to allow us to charge your card anytime to cover any fees mentioned above or any other fees we incur on your behalf.
- SMARTER CLICKS MEDIA and the SMARTER CLICKS MEDIA website do not provide refunds.
As a marketplace owner, you may not:
- Access, tamper with, or use non-public areas of the any service provided by SMARTER CLICKS MEDIA;
- Probe, scan, or test the vulnerability of any system or network, or attempt to breach or circumvent any security or authentication measures;
- Access or search any service provided by SMARTER CLICKS MEDIA by any means other than those provided to you;
- Attempt to disrupt or overwhelm the infrastructure of SMARTER CLICKS MEDIA by intentionally, or negligently imposing unreasonable requests or burdens on the resources of SMARTER CLICKS MEDIA beyond what would be ordinary and reasonable for the intended purpose of the services provided.
- A violation of any portion of section 3 by a Marketplace Owner will result in the immediate termination of any and all licenses, rights and or abilities that the Marketplace Owner may be entitled to. In addition, SMARTER CLICKS MEDIA may take any other remedial action it deems necessary in order to be fully compensated for your violation. This includes, but is not limited to, the pursuit of lost income as a result of downtime associated with actions of a Marketplace Owner.
4. Marketplace Workers
- Workers agree that you are being employed by the Marketplace Owner of the marketplace and services you are assigned to. You may receive payment from a SMARTER CLICKS MEDIA funding source, but these funds are coming from the Marketplace Owner and does not constitute employment by SMARTER CLICKS MEDIA.
- Workers agree that any customer of a service they you are assigned to is the sole ownership of the Marketplace Owner.
- Workers agree not to manipulate the relationship between the Marketplace Owner and their Customer. You will not attempt in any way to lure the customer away from using the Marketplace Owner's marketplace for an assigned service or any new services not offered by the Marketplace Owner.
- Workers agree to be solely responsible for the work they complete for any service and promise to keep any information gained from a customer confidential. Workers also promise not to be negligent with any customer or systems being used by the customer. You, as a Worker, shall not breach any other terms and conditions for any tool, service, application, or anything else being used by the customer that you gain access to.
5. Relationship Between Marketplace Workers and Marketplace Owners
- Nothing contained herein shall be construed in such a way as to create any association, partnership, joint venture, employment or agency relationship between the Marketplace Owner and Marketplace Worker. The Marketplace Worker shall have no authority to bind a Marketplace Owner to agreements, or make representations on the Marketplace Owner's behalf without its prior written consent.
- If you wish to purchase any product or service made available through the Service or from any third party marketplace ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, and your billing address.
- You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply is true, correct and complete.
- SMARTER CLICKS MEDIA reserves the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, if fraud or an unauthorized or illegal transaction is suspected, or other reasons.
- For Purchases made on a third party marketplace, that marketplace also reserves the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, if fraud or an unauthorized or illegal transaction is suspected, or other reasons.
7. Availability, Errors, and Inaccuracies
- We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
- We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
- Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
- At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it, or SMARTER CLICKS MEDIA or a Marketplace Owner cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting SMARTER CLICKS MEDIA customer support team.
- A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide SMARTER CLICKS MEDIA and Marketplace Owners with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize SMARTER CLICKS MEDIA or the Marketplace Owner to charge all Subscription fees incurred through your account to any such payment instruments.
- Should automatic billing fail to occur for any reason, SMARTER CLICKS MEDIA or the Marketplace Owner will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
9. Free Trial
- SMARTER CLICKS MEDIA or a Marketplace Owner may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
- You may be required to enter your billing information in order to sign up for a Free Trial.
- If you do enter your billing information when signing up for the Free Trial, you will not be charged by SMARTER CLICKS MEDIA or a Marketplace Owner until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
- At any time and without notice, SMARTER CLICKS MEDIA and Marketplace Owners reserve the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
10. Fee Changes
- SMARTER CLICKS MEDIA and Marketplace Owners, in their sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
- SMARTER CLICKS MEDIA and Marketplace Owners will provide a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
- Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
- Except when required by law, paid Subscription fees are non-refundable.
- Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
- By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
- You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
- SMARTER CLICKS MEDIA has the right but not the obligation to monitor and edit all Content provided by users.
- In addition, Content found on or through this Service are the property of SMARTER CLICKS MEDIA or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
13. Stripe Connect
- By creating a marketplace using your account with us, you agree to this Terms and Conditions and the Stripe Connected Account Agreement located at https://stripe.com/us/connect-account/legal.
14. Intellectual Property
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of
SMARTER CLICKS MEDIA and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of
SMARTER CLICKS MEDIA.
You acknowledge and agree that you are the legal owner or licensor of any and all content, software items, graphic items, and other protected forms of intellectual property that you upload, transmit, or otherwise utilize in connection with the services provided by SMARTER CLICKS MEDIA. You may NOT upload, transmit or otherwise utilize items (digitized or otherwise), which:
- Violates any applicable law of the United States of America;
- Violates anyone's intellectual property rights or rights of privacy or publicity;
- Is deceptive, fraudulent, illegal, obscene, pornographic, defamatory, libelous, or threatening, constitutes hate speech, or is harassing in any manner.
- Your failure to comply with 14(1)(a) above will result in your immediate removal and disqualification from any services provided by SMARTER CLICKS MEDIA or its affiliates, subsidiaries, or related entities. Furthermore, SMARTER CLICKS MEDIA shall be permitted to cancel or otherwise terminate any and all orders containing or related to the offending materials. If such actions are taken by SMARTER CLICKS MEDIA, no refunds shall be provided.
- You acknowledge and agree that you are the legal owner or licensor of any and all content, software items, graphic items, and other protected forms of intellectual property that you upload, transmit, or otherwise utilize in connection with the services provided by SMARTER CLICKS MEDIA. You may NOT upload, transmit or otherwise utilize items (digitized or otherwise), which:
15. Links to Other Web Sites
- Our Service may contain links to third party web sites or services that are not owned or controlled by SMARTER CLICKS MEDIA.
- SMARTER CLICKS MEDIA has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
- You acknowledge and agree that SMARTER CLICKS MEDIA 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 third party web sites or services.
- We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
- We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
- If you wish to terminate your account, you may simply discontinue using the Service.
- All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- You, regardless of whether you are a Marketplace Owner, Worker of any marketplace, or just a general user or customer of any marketplace, agree to defend, indemnify and hold harmless SMARTER CLICKS MEDIA and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms; c) content posted on the Service; or d) any work performed or the results of that work.
18. Limitation of Liability
- In no event shall SMARTER CLICKS MEDIA, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
- Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
- SMARTER CLICKS MEDIA, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
- Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
21. Governing Law
- These Terms shall be governed and construed in accordance with the laws of Florida, United States, without regard to its conflict of law provisions.
- Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
- We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
- By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
23. Contact Us
If you have any questions about these Terms, please contact us.