This agreement (also referred to as 'Terms') explains how we work together by outlining your obligations and ours. If you enrol in SMART Control, and any of its features, you are agreeing to these Terms, so only someone authorised to bind your organisation should enable this functionality. SMART Control contains numerous features, such as SMART Control Alerts, and these Terms also cover these features.
We have done our best to keep it simple, but if you read something you do not understand, please contact us because this is a legally binding agreement between you (where "you" or "your" includes you as an individual but also your organisation) and SMART Technologies ULC (referred to as "SMART", "we", "us" or "our").
Privacy and Personal Information
SMART Control, and its use, may require you to provide certain personally identifiable information and this information will be managed by SMART in accordance with our privacy policies. You agree to SMART's use of your data in accordance with the SMART Control Privacy Policy.
Following expiration or termination of your subscription or account, SMART may retain your Content for a limited period as described in the SMART Control – Privacy Policy after which such Content may be deleted in accordance with SMART's data retention practices. You are responsible for exporting or backing up your Content prior to termination or expiration.
Both you and SMART are responsible for complying with all applicable privacy legislation, and the above Privacy Policy explains how SMART works with you to protect your information and privacy when using SMART Control. Information on cookies is included in this Privacy Policy.
The information you supply during purchase or account setup must be true, current, accurate, and complete. If SMART has reasonable grounds to suspect your information is untrue, inaccurate, not current, or incomplete, SMART may suspend or terminate your account and prohibit all current or future use of SMART Control.
Updates
To use SMART Control, an over-the-air (OTA) update will be required, and devices may require firmware updates to use some features, like SMART Control Alerts. We are not responsible for any interruptions caused by these updates.
SMART Control is a living product with continual updates and changes that further enhance its features, content, ease of use and security. If we make significant changes to our Terms, we'll let you know at least thirty (30) days in advance. For minor changes, we may proceed without prior notice; by continuing to use it, you are agreeing to these changes.
SMART Control and its services
SMART Control includes a combination of features, functionalities and services (collectively, 'Services'), some of which may be provided at no additional charge and others which may be offered on a paid subscription basis.
SMART may, from time to time, add, modify or discontinue Services, including introducing new paid Services or changing which Services are included or require payment, without requiring an amendment to these Terms.
SMART will notify you of changes to SMART Control's Services.
Licences
Our software is licensed to you and not sold. You cannot resell or transfer a licence to SMART Control to a third party, regardless of activation status.
SMART grants you a revocable, non-exclusive and non-transferable licence to use SMART Control subject to these Terms, and unless applicable law gives you more rights, you may only use SMART Control as expressly permitted by these Terms. You must also comply with, and not attempt to circumvent, any law or technical limitation that allows you to activate or use our products only in certain ways.
Licence Enforcement and Alignment
SMART reserves the right, at any time and upon reasonable notice, to enforce licence limits and align access to Services with the number of licences purchased by you. This may include restricting access to certain devices, users or Services to ensure compliance with applicable licence entitlements.
Temporary Access
Certain SMART Control Services may be licenced on a per-device basis. From time to time, SMART may, at its discretion, make such Services available on a broader, organisation-wide basis for a limited period (for example, during initial launch or promotional periods) ('Temporary Access').
Any Temporary Access is provided solely as a convenience and does not modify, expand or replace the underlying licence model. Your permitted use of such Services remains limited to the number and type of licences purchased.
Subscriptions and Payment
Certain Services of SMART Control may be made available on a subscription basis for a specified term. Subscriptions may be associated with your organisation, specific devices, specific Services or a combination of these, as determined by SMART at the time of purchase or provisioning.
Payment Cycles. If you purchase paid SMART Control Services, you will be billed the full cost of a subscription on the date of purchase. If you choose an auto-renew plan, your subscription will be automatically renewed on its applicable anniversary (monthly, yearly, multi-year), and you will be charged on each subsequent billing cycle, unless you cancel your account or it is terminated by SMART. All fees and charges are pre-paid and non-refundable, and there are no refunds or credits for partially used periods. The only exception is if your school or organisation has also purchased and provisioned the same account with an organisation subscription. In such cases, you can request a prorated refund for the remainder of the direct purchase subscription through SMART's support services. We reserve the right to modify pricing at any time and plan prices will be posted and available from authorised SMART distributors and resellers, who may offer different pricing. If you upgrade to a higher paid plan, SMART will credit any remaining balance from your previous subscription to your new plan.
Delinquent Payments. If you fail to pay, or if your information is invalid and payment cannot be processed, SMART will attempt to notify you of your delinquent payment. SMART at its discretion may suspend your use until payment is made. SMART will not be responsible for any of your Content that is lost or altered in the event of a downgrade or suspension.
Cancelling Your Subscription. You may cancel your subscription at any time. You must cancel your paid subscription before it renews (if on an auto-renewal plan) to avoid billing of the next period's fees. If you do not provide notice you will be billed, and the fees are non-refundable. If you are on a fixed yearly plan, your subscription will automatically terminate on its renewal date.
Your Content when using SMART Control
SMART Control enables you to create, upload, manage, transmit and display content, including but not limited to messages, alerts, signage, media, playlists and configurations ('Content'). Any Content created or uploaded is your responsibility, and you retain all intellectual property rights aside from the licence you grant to us for the sole purpose of sending these alerts and messaging to your SMART Boards.
SMART Control Alerts lets you send messages to selected SMART Boards using third-party alert systems you choose. You are responsible for setting up, testing and maintaining both your alert system and SMART Control Alerts to meet your needs. SMART does not guarantee or take responsibility for the security, performance, accuracy or delivery of these alerts.
It is your responsibility to maintain appropriate backups of your created Content. SMART is not responsible for restoring any Content for any reason.
SMART Control, primarily because of user-created Content, may contain or reference links to third-party websites. Clicking on links contained in Content is done at your own risk. The inclusion of any link or reference to a third-party service, product, or promotion is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by SMART of any information contained in any third-party site.
SMART Control Alerts requires the use of and connection to third-party alerting services (e.g. your mass notification platform) and you are responsible for reviewing and understanding their terms and conditions governing their services, including their privacy policies. You agree that the third party, and not SMART, is responsible for the performance of the third-party services, your privacy, the information contained in such third-party site and for your use or inability to use such third-party service. SMART does not guarantee the receipt or display of emergency alerts, and display failures may occur. You are responsible for ensuring periodic testing of your third-party alerting services.
Furthermore, SMART is not responsible for notifying or alerting emergency services or authorities. SMART Control Alerts is strictly a display endpoint for visual alerts as configured by the customer.
Prohibited Content
Do not create or upload Content that includes (i) unauthorised personally identifiable information; (ii) anything that violates another party's intellectual property rights, or (iii) anything that is inappropriate, such as but not limited to Content that is unlawful, defamatory, libellous, threatening, pornographic, obscene, harassing or hateful.Moderators
SMART does not, and has no obligation to, actively monitor your use of SMART Control, configurations, commands, messaging content or the content of alerts.
Feedback
We do appreciate your suggestions but please be aware that any comments, feedback, or ideas you share with us while not under a non-disclosure agreement shall be treated as non-confidential and you will, and do hereby, assign us all right, title, and interest to them.
This means we are free to use them for any purpose, without compensation, acknowledgment, or other obligation of any kind to you.
Pricing
SMART reserves the right to change pricing for any Services or subscriptions at any time, provided that changes to existing subscriptions will only apply upon renewal unless otherwise permitted by applicable law.
Customer communications
You agree that SMART may communicate important information regarding your subscriptions, Services and licence usage through a combination of in-product messaging, account notifications and transactional communications (including order confirmations).
Such communications form part of your agreement with SMART and may be used to provide notice of changes, including updates to access, licensing models or enforcement practices.
Class Action Waiver
To the extent permitted by law all proceedings to resolve or litigate a dispute must be conducted solely on an individual basis. Neither you nor SMART shall seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts, or proposes to act, in a representative capacity.
Disclaimer of Warranties and Limitation of Liability
SMART's sole obligation under its limited software warranty shall be to refund the purchase price paid by you for defective software (i.e. software that does not materially conform to its published specifications).
IN ANY CASE, SMART'S ENTIRE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE PURCHASE PRICE OF A SINGLE LICENCE PAID BY YOU. OTHER THAN THE LIMITED WARRANTY AS STATED ABOVE, THE PRODUCT IS PROVIDED 'AS-IS', 'AS-AVAILABLE', AND ITS USE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMART AND ITS EMPLOYEES, DIRECTORS, OFFICERS, SUPPLIERS, LICENSORS, DISTRIBUTORS AND RESELLERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT WITH REGARD TO SMART PRODUCTS AND ANY COMPONENT THEREOF, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. SMART DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT IS OR WILL BE INTERRUPTION-FREE, DEFECT-FREE OR WILL MEET YOUR NEEDS.
SMART IS NOT RESPONSIBLE FOR THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY OF YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF SMART CONTROL.
To the maximum extent permitted by applicable law, in no event shall SMART or its suppliers, licensors, resellers, or distributors be liable for any special, incidental, indirect, exemplary, consequential, or punitive damages whatsoever (including, without limitation, damages for any injury to any person or property, damages for loss of profits, business interruption, loss of business information, loss of privacy, damages for procurement of substitute goods or services, damages for loss of use, loss of data, damages for failure to meet any duty including the duties of good faith or of reasonable care, damages relating to removal of SMART or third-party Content from SMART Control or deletion of your Content, for negligence, or any other pecuniary loss) arising out of the use of or inability to use the software or any component thereof or the provision of or failure to provide support services, whether based on contract, tort, negligence, strict liability, or otherwise, even if SMART or its suppliers, licensors, resellers, or distributors have been advised of the possibility of such damages.
Export Restrictions
You agree that you shall comply with all domestic and international export laws and regulations that apply. Our software is a 'Commercial Item', as that term is defined at 48 CFR 2.101, consisting of 'Commercial Computer Software' and 'Commercial Computer Software Documentation', as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. Consistent with 48 CFR 12.212 or 48 CFR 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to US Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement.
Governing Law
If you are a school or government organisation that is prohibited from accepting a governing law and jurisdiction outside of your home country, state or province then the laws of your principal place of residence shall govern all claims and disputes concerning the applicable SMART product or service.
Otherwise, this agreement is governed by and construed in accordance with the laws of Alberta, Canada and you irrevocably agree that any dispute, including litigation, involving this agreement or SMART must be brought in the courts in the City of Calgary, Province of Alberta. You shall not assert any claim that you are not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient, or any similar objection, claim, or argument. Notwithstanding this, you agree that SMART shall still be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Invalidity of Provisions
If any part of these Terms is invalid or unenforceable in your jurisdiction such provision shall be severed from this agreement and the validity, legality, or enforceability of the remaining provisions shall not be affected or impaired. The failure by a party to exercise any right shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
Language
Any translation we do in SMART Control or in these Terms is for convenience. In the event of a conflict between the English and non-English versions, the English version shall prevail and govern. If you are unable to access these Terms in the official language of your country, please contact SMART and a copy will be provided to you.
In the End
All good things eventually come to an end. One day you may decide to leave us or we may create an even better product and discontinue SMART Control or portions of it.
Upon expiration or non-renewal of a subscription, your access to the applicable paid Services will cease and you may continue to access any Services that are provided without charge, if available.
SMART may, at its discretion, provide a limited grace period following expiration; however, SMART is under no obligation to do so.
When it is time for you to leave and terminate these Terms you have a couple of options:
- You can simply stop using SMART Control and cancel any subscriptions you may have. After two (2) years of inactivity this agreement will be terminated; or
- You can contact us to delete your account and your Content within it. Just remember that subscriptions (if applicable) are non-refundable.
If SMART decides to terminate our agreement, thereby revoking our licence to you:
- We may do so at any time without notice if you have violated any provision of these Terms; or
- We may do so at any time without notice if SMART is required to do so by law or law enforcement; or
- We may do so with reasonable notice to you if we will no longer be providing SMART Control or significant portions of it for any reason.
Once our agreement is terminated these sections of the Terms will be the only surviving parts: Your Content, Prohibited Content, Feedback, Class Action Waiver, Disclaimer of Warranties and Limitation of Liability, Export Restrictions, Governing Law, Invalidity of Provisions, Language and In the End.
Contact us
We would love to hear from you:
SMART Technologies ULC
Attention: Legal Department
Suite 600, 214-11 Ave SW
Calgary, AB T2R 0K1
CANADA
+1 403 245 0333
legal@smarttech.com
privacy@smarttech.com
Need product support? Visit: support.smarttech.com