Last Updated: December 30, 2015
1. Acceptance; Scope. These Terms form a legal contract between Smartsheet.com, Inc. (“we,” “us”, or “Smartsheet”) and you. BY ACCESSING OR USING THE FORUM, YOU AGREE TO THESE TERMS. You should not access or use the Forum if you are unwilling or unable to be bound by the Terms. For clarity, these Terms do not apply to your use of our web-delivered collaboration and project management platform (the “Subscription Service”). Instead, access to the Subscription Service is governed exclusively by your User Agreement or other subscription agreement you may have entered into with us.
2. Modifications to these Terms. We reserve the right to modify these Terms from time to time by posting an updated version on the Forum. Any updated version will become effective when posted. If you do not agree to any modified terms, you may cease using the Forum. Your continued use of the Forum after notice will constitute your acceptance of the modified Terms.
3. Eligibility. To access or use the Forum, you must be 18 years or older. You may not access or use the Forum if you are (or if you work for or on behalf of) our competitor, or if we have previously banned you from the Forum or closed your account.
4. Use of the Forum. We grant you permission to use the Forum subject to the restrictions in these Terms. Your use of the Forum is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. We may modify, update, suspend or discontinue the Forum or any portion thereof at any time, without notice or liability.
6. Content You Submit to the Forum.
6.1 Responsibility for Your Content. You are solely responsible for any text, images, photos, audio, video, data, and communications that you submit to the Forum (collectively, “Content”). Once published or posted to the Forum, you may not be able to delete or remove it. You assume all risks associated with your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure that identifies you personally. You represent that you have the necessary permissions to give us the rights to use your Content that are described in these Terms. You may not imply that your Content is in any way sponsored or endorsed by us.
6.2 Ownership and Use of Your Content. As between you and us, you own your Content. You grant us a worldwide, perpetual, non-exclusive, royalty-free, transferable right to use your Content in connection with providing the Forum or our Subscription Service for any purpose, including by displaying, publishing, distributing, reproducing, or making it (or portions of it) available on publicly available pages of the Forum. You hereby waive, against us and other users of the Forum, any claims and assertions of moral rights or attribution with respect to your Content. We have no obligation to retain or provide you with copies of your Content, nor do we guarantee any confidentiality with respect to your Content. The Forum may also allow you to share your content on social media or other Web sites or applications; you are solely responsible for reviewing the terms and conditions of any such third party sites on which you share your Content, and we are not responsible for the actions of those third party sites.
7. Content Submitted by Other Forum Users. Content submitted by other users of the Forum is not endorsed by us and does not necessarily reflect our opinion. We reserve the right to remove, screen, edit, or reinstate any Content submitted by users at our sole discretion for any reason or no reason, and without notice to you. Please see our Content Submission Guidelines for guidelines about acceptable content.
8. Intellectual Property Rights in the Forum. We and our licensors exclusively own and retain all intellectual property and proprietary rights in the Forum, the technology and software we use to provide the Forum, and any Content we provide through the Forum (including but not limited to visual interfaces, interactive features, graphics, design, and compilations of Content submitted by other users). You may not modify, reproduce, distribute, create derivative works of, publicly display, or in any way exploit any of the Forum or Content we provide through the Forum except as expressly authorized by us in writing. Except for the specific rights we grant you in these Terms, we do not grant you any express or implied rights in the Forum or the Content available through the Forum. You agree that we will have a perpetual right to use and incorporate into the Forum or Subscription Service any feedback or suggestions for enhancement that you provide to us concerning the Forum or Subscription Service
(“Feedback”), without any obligation of compensation.
9. Restrictions on Use of the Forum. In using the Forum, you agree not to (i) use the Forum other than in compliance with applicable laws; (ii) interfere with or disrupt any other user’s access to the Forum; (iii) submit to the Forum any content or data that is defamatory, pornographic, threatening, or offensive, or that promotes discrimination or bigotry, infringes intellectual property rights, or otherwise violates a third party’s rights; (iv) submit content to the Forum that promotes a business or other commercial venture, or otherwise use the Forum for commercial purposes; (v) send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; (vi) solicit personal information from other users of the Forum; (vii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Forum or its Content; (viii) reformat, redistribute or “frame” any portion of the Forum; (ix) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Forum, features that prevent or restrict the use or copying of Content from the Forum, or features that enforce limitations on the use of the Forum; or (x) submit to or through the Forum any time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, trap or back door or other malware.
10. Infringement Claims. If you believe that your copyrighted work has been infringed by content appearing on our Forum, please notify us through the use of this form.
11. Disclaimer. THE FORUM IS MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE RESERVE THE RIGHT TO, BUT MIGHT NOT, MONITOR OR SCREEN THE CONTENT SUBMITTED TO THE FORUM BY USERS. YOUR USE OF THE FORUM IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE FORUM OR THE CONTENT AVAILABLE THROUGH IT. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT ARISE FROM THE FORUM’S UNAVAILABILITY OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF CONTENT FOUND THERE. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE FORUM AND ITS CONTENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE FORUM OR ITS CONTENT IS TO DISCONTINUE YOUR USE OF THE FORUM.
12. Third Party Links, Materials and Sites. The Forum may include links to other web sites or applications ("Third Party Sites"). We do not control or endorse any Third Party Site and are not responsible for the availability or content of Third Party Sites. Your use of Third Party Sites is at your own risk.
13. Indemnity. You agree to indemnify, defend, and hold Smartsheet and its suppliers, licensors, partners, directors, employees, agents and representatives harmless from and against any claim, action, cause of action or demand made by any third party, and all resulting losses, costs (including reasonable attorney’s fees and litigation expenses), damages, liabilities, penalties and expenses, that arises out of or relates to (i) your violation of the Terms, (ii) your Content, or (iii) your infringement or violation, or the infringement or violation by any third party using your account, of any intellectual property or proprietary right of any person or entity. We reserve the right, at your expense, to assume the defense and control of any claim for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will notify you of any such claim, action or proceeding within a reasonable time period after becoming aware of it.
14. Liability Limitation. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE FORUM OR THESE TERMS IS LIMITED TO FIVE HUNDRED DOLLARS ($500). WE DISCLAIM ANY LIABILITY UNDER THESE TERMS FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, (III) BUSINESS INTERRUPTION, (IV) REPUTATIONAL HARM, OR (V) LOSS OF INFORMATION OR DATA.
15. Governing Law and Venue. These Terms are governed by the internal laws of the State of Washington, without regard to its conflicts of law rules. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN KING COUNTY, WASHINGTON.
16. Suspension of Use. You may close your account and discontinue your use of the Forum at any time. We may close your account, suspend your ability to use all or portions of the Forum, in our discretion, and without notice or liability. If you cease to use the Forum for any reason, Sections 5 (including our rights under that Section to use your Content), 6, 8, 11, 12, 13, 14, 15, and 17 of these Terms will continue in full force and effect.
17. General. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Forum. These Terms contain the entire agreement between you and us regarding the use of the Forum, and supersede any prior agreement between you and us regarding the Forum. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of the Terms is found to be unenforceable or invalid, only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.