Effective date: October 22, 2018
Short version: A human must create your account; and you must provide a valid email address. You alone are responsible for your account and anything that happens while you are signed in to or using your account. You are responsible for keeping your account secure.
These Terms of Service (or, if applicable, your written agreement with us) and Privacy Policy together form a legally binding “Contract” between the You and Us.
You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting this Contract on behalf of a legal entity or if you opt for a paid account, in which case additional information will be necessary for billing purposes.
We have a few simple rules for accounts on Smarkup's Service.
You are responsible for keeping your account secure while you use our Service. The content of your account and its security are up to you.
In some situations, third parties' terms may apply to your use of Smarkup. For example, you may be a member of a Workspace on Smarkup with its own terms or license agreements; you may download an application that integrates with Smarkup; or you may use Smarkup to authenticate to another service. Please be aware that while this Contract is our full agreement with you, other parties' terms govern their relationships with you.
Our Services include a platform that third parties may use to develop applications and software that complement your use of the Services (each, a “Non-Smarkup Product”). We also maintain a directory called the Smarkup Extensions or Plug-ins where some Non-Smarkup Products are available for installation. THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-SMARKUP PRODUCTS, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-SMARKUP PRODUCT IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY PROVIDER.
If a Non-Smarkup Product is enabled for your workspace, please be mindful of any Content that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of your Content that is transmitted to, or accessed by, a Non-Smarkup Product.
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Services”). Beta Services may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should you encounter any faults with our Beta Services, we would love to hear about them; our primary reason for running any beta programs is to fix issues before making a new feature widely available.
SMARKUP WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - PLEASE USE AT YOUR OWN RISK.
Short version: Smarkup hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.
Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
You agree that you will not under any circumstances upload, post, host, or transmit any content that:
While using Smarkup, you agree that you will not under any circumstances:
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Smarkup's express written permission.
Misuse of Smarkup Users' Personal Information is prohibited.
Any person, entity, or service collecting data from Smarkup must comply with the Smarkup Privacy Statement, particularly in regards to the collection of our Users' Personal Information (as defined in the Smarkup Privacy Statement). If you collect any Smarkup User's Personal Information from Smarkup, you agree that you will only use the Personal Information you gather for the purpose for which our User has authorized it. You agree that you will reasonably secure any Personal Information you have gathered from Smarkup, and you will respond promptly to complaints, removal requests, and "do not contact" requests from Smarkup or Smarkup Users.
If we determine your bandwidth usage to be significantly excessive in relation to other Smarkup users, we reserve the right to suspend your account or throttle your file hosting until you can reduce your bandwidth consumption.
You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.
Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with this Contract, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts if we need to.
You may create User-Generated Content while using the Service. You are solely responsible for the content of, and any harm resulting from, any Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your Content.
You retain ownership of and responsibility for Content you create. If you're posting anything you did not create yourself, you agree that you will only submit Content that you have the right to post, and you will fully comply with any third party licenses relating to Content you post.
Our Services let you share your Content with others, so please think carefully about what you share.
We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Smarkup Terms or policies.
Your Content belongs to you, and you are responsible for Content you post even if it does not belong to you. However, we need the legal right to do things like host it, publish it, and share it. You grant us and our legal successors the right to store and display your Content and make incidental copies as necessary to render the Website and provide the Service.
That means you're giving us the right to do things like reproduce your content (so we can do things like copy it to our database and make backups); display it (so we can do things like show it to you and other users); modify it (so our server can do things like parse it into a search index); distribute it (so we can do things like share it with other users); and perform it (in case your content is something like music or video).
This license does not grant Smarkup the right to sell your Content or otherwise distribute it outside of our Service.
Any Content you post publicly, including comments, and contributions to other Users' Content, may be viewed by others. By setting your Content to be viewed publicly, you agree to allow others to view your Content.
If you set your Content to be viewed publicly, you grant each User of Smarkup a nonexclusive, worldwide license to access your Content through the Smarkup Service, and to use, display and perform your Content, and to reproduce your Content solely on Smarkup as permitted through Smarkup's functionality.
Whenever you make a contribution to a page containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supercede.
Isn't this just how it works already? Yep. This is widely accepted as the norm in the open-source community; it's commonly referred to by the shorthand "inbound=outbound". We're just making it explicit.
You retain all moral rights to Content you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise. You understand that you will not receive any payment for any of the rights granted in this Section.
To the extent such an agreement is not enforceable by applicable law, you grant Smarkup a nonexclusive, revocable, worldwide, royalty-free right to (1) use the Content without attribution strictly as necessary to render the Website and provide the Service; and (2) make reasonable adaptations of the Content as provided in this Section. We need these rights to allow basic functions like search to work.
Smarkup allows Users to control access to their Content. Smarkup employees only access User-Generated Content when access is required for security or maintenance or for support reasons, and then only with the consent of the Content owner. Because we respect your privacy in your private Content, you must respect these Terms of Service in everything you post as a private Content. If we have reason to believe the contents of a private Content are in violation of the law or of these Terms, we have the right to remove them.
Email address. If you sign up for a Smarkup account with an email address provisioned by your organization, your organization may be able to block your use of Smarkup until you transition to an account on a Smarkup Workspace or you associate your Smarkup account with a personal email address.
Using Smarkup Workspaces. If you join a Smarkup workspace, you must use it in compliance with your workspace owner's (organization's) terms and policies. Please note that Smarkup workspace accounts are subject to your organization's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your Smarkup workspace account. They may also be able to restrict or terminate your access to a Smarkup workspace account. If you convert an existing Smarkup account into part of your organisation's Smarkup workspace, your administrators may prevent you from later disassociating your account from the Smarkup workspace.
If you believe that content on our website violates your copyright, please contact us in accordance with our Digital Millennium Copyright Act Policy. If you are a copyright owner and you believe that content on Smarkup violates your rights, please contact us by emailing support@smarkup.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
We will terminate the accounts of repeat infringers of this policy.
Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.
Smarkup and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you by this Contract or by law. The look and feel of the Website and Service is copyright © Smarkup Limited. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Smarkup.
Short version: You agree to these Terms of Service, plus this Section G, when using any of Smarkup's APIs (Application Provider Interface), including use of the API through a third party product that accesses Smarkup.
You understand and agree that Smarkup is not liable 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 Smarkup has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
Abuse or excessively frequent requests to Smarkup via the API may result in the temporary or permanent suspension of your account's access to the API. Smarkup, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.
You may not share API tokens to exceed Smarkup's rate limitations.
You may not use the API to download data or Content from Smarkup for spamming purposes, including for the purposes of selling Smarkup users' personal information, such as to recruiters, headhunters, and job boards.
All use of the Smarkup API is subject to these Terms of Service and the Smarkup Privacy Statement.
Smarkup may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of Smarkup's Service.
We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API or any part of it with or without notice.
Short version: You are responsible for any fees associated with your use of Smarkup. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.
Our pricing and payment terms will be available at smarkup.com/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
If you purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event you downgrade any subscriptions from a paid plan to a free plan, you will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.
If we agree to invoice the Workspace Owner by email, full payment must be received within thirty (30) days from the invoice date.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
In order to treat everyone equally, no exceptions will be made.
If any fees owed to us by You (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given you ten (10) or more days’ prior notice that your account is overdue. You acknowledge and agree that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Content, as illustrated by comparing the plans in the Pricing Guide.
Any credits that may accrue to your account (for example, from a promotion or application of our Fair Billing Policy), will expire following expiration or termination of this Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to a workspace on a free subscription plan will expire if the workspace’s plan is not upgraded to a paid plan within ninety (90) days of accrual, unless otherwise specified.
By agreeing to this Contract, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Smarkup.
You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay us any charge incurred in connection with your use of the Service. If you dispute the matter, contact Smarkup Support. You are responsible for providing us with a valid means of payment for paid accounts. In a free plan you are not required to provide payment information.
Short version: You may close your account at any time. If you do, we'll treat your information responsibly.
It is your responsibility to properly cancel your account with Smarkup. You can cancel your account at any time by going into your Account Settings. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel accounts in response to an email or phone request.
If you are the Workspace Owner, you will be asked to designate a new Workspace Owner or to delete the Workspace.
Deleting a Smarkup workspace cannot be undone. Everyone will loose access to the workspace and all User-Generated Content and files will be irretrievable. Please use caution and consider exporting your data before deletion.
Smarkup has the right to suspend or terminate your access to all or any part of the Website and Service at any time, with or without cause, with or without notice, effective immediately. Smarkup reserves the right to refuse service to anyone for any reason at any time.
All provisions of this Contract which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Short version: We use email and other electronic means to stay in touch with our users.
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, contracts, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
Communications made through email or Smarkup Support's messaging system will not constitute legal notice to Smarkup or any of its officers, employees, agents or representatives in any situation where notice to Smarkup is required by contract or any law or regulation. Legal notice to Smarkup must be in writing and served on Smarkup's registered address: Smarkup Limited, 11-12 Baggot court, Dublin, Republic of Ireland.
You may also send a courtesy copy to support@smarkup.com.
Please make your requests as specific and narrow as possible, including the following information:
Please allow a reasonable time period for us to be able to look into your request.
As an Irish company, Smarkup is not required to provide data to foreign governments in response to legal process issued by foreign authorities.
Smarkup only offers support via email. We do not offer telephone support.
Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
Smarkup provides the Website and the Service "as is" and "as available," without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
Smarkup does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.
Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this Contract. Please read this section carefully; it limits our obligations to you.
You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Contract is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.
If you have a dispute with one or more Users, you agree to release Smarkup from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys' fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Contract, provided that Smarkup (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Smarkup of all liability); and (3) provides to you all reasonable assistance, at your expense.
Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this Contract at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Contract, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.
This Contract shall be governed by and construed in accordance with the laws applicable in the Republic of Ireland. The courts of Ireland have exclusive jurisdiction to hear and decide any suit, action or proceedings and to settle any disputes which may arise out of or in connection with this Contract and, for these purposes, you and Smarkup irrevocably submit to the jurisdiction of the courts of Ireland. This Contract is expressly made subject to any regulations, orders or other restrictions on the export from Ireland of the Services, or information about the Services, which may be imposed from time to time by the government of Ireland.
Smarkup may assign or delegate these Terms of Service and/or the Smarkup Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
Throughout this Contract, each section includes titles and brief summaries (short versions) of the following terms and conditions. These section titles and brief summaries are not legally binding.
If any part of this Contract is held invalid or unenforceable, that portion of the Contract will be construed to reflect the parties' original intent. The remaining portions will remain in full force and effect. Any failure on the part of Smarkup to enforce any provision of this Contract will not be considered a waiver of our right to enforce such provision. Our rights under this Contract will survive any termination of this Contract.
These Terms of Service, together with the Smarkup Privacy Statement, represent the complete and exclusive statement of the agreement between you and us and are legally binding. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Smarkup relating to the subject matter of these Terms.