CLIENT TERMS & CONDITIONS

Welcome to Smile API. Please read and accept these TERMS & CONDITIONS (T&Cs) before accessing or using the services of Smile.

PLEASE READ THE T&Cs CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SMILE.

TABLE OF CONTENTS

Section 1. ACCEPTANCE OF TERMS AND CONDITIONS

These T&Cs are an agreement between you (“Client”, “you” or “your”) and Smile Technology Pte. Ltd. and its subsidiaries and affiliates, all of which are doing business under the name of “Smile” (collectively “Smile”, “Company”, “we”, “our” or “us”). These T&Cs constitute a legally binding agreement made between you, whether personally or on behalf of an entity, and Smile, concerning your access or use of the Services or the Platform, as defined below herein. We are registered in Singapore. You agree that by accessing or using the Platform, you have read, understood, and agreed to be bound by all of these T&Cs.

The Platform is offered to you conditioned on your agreement to these T&Cs. Your use of the Platform constitutes your agreement to all such terms, conditions, and any rules of conduct as Smile may implement. If you do not agree with all these T&Cs, please refrain from accessing or using the Platform and you must discontinue access or use immediately.

Smile reserves the right to amend, change, and/or modify these T&Cs from time to time without any specific advance notice to you. You are strongly recommended to regularly review and read the T&Cs. Any changes to these T&Cs will be effective immediately upon posting in the Platform, with an updated effective date. By accessing or using the Platform after any changes have been made, you agree to the modified T&Cs and all the changes made therein. If you do not agree with the modified T&Cs, please refrain from accessing or using the Platform and from availing of the Services, as applicable.

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Section 2. RESPONSIBILITIES OF SMILE FOR ERRORS, OMSSIONS, FRAUDS, AND SECURITY BREACHES

Smile shall notify you after it becomes aware of any errors, omissions, and frauds committed by its agents, representatives, officers, or employees. Such notice will include details about the occurrence of the errors, omissions, and frauds, the effect on your data, and the corrective action necessary to rectify the effect of errors, omissions, and frauds in relation to the Services to you.

Smile ensures on-line communication, availability, transmission line security, and transaction authentication through providing reasonable and appropriate security measures in compliance with applicable law. Smile shall immediately, from discovery, inform your designated point of contact of any incident involving information security and service disruptions affecting confidentiality, integrity, and availability of your information, or access to information and Services.

Section 3. DATA SEGREGATION, ACCESS RIGHTS AND RESTRICTIONS

Subject to your compliance with these T&Cs, you have the non-exclusive right to:

a. internally use the package of application programming interface materials provided by Smile (the “API Package”) solely as necessary to make an application owned and operated by the Client (the “Client Application”) interoperate with the Smile services described on https://www.getsmileapi.com and on any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto, including Smile’s software-as-a-service platform that allows our clients to access and collect employment data, plus all related software applications (collectively with the API Package, the “Services” or the “Platform”).

b. use the Services in such Client Application provided to end users (consumers or businesses) (the “End Users”) solely for internal evaluation of the Services, and

c. use the End User information and data provided via the Services (the “Output”) solely in such Client Application for such internal evaluation use case.

Unless Smile specifically agrees in writing, Client will not, and will not enable or assist any third-party to:

a. attempt to reverse engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services;

b. modify, translate, or create derivative works based on the Services;

c. make the Services or Output available to, or use the Services or Output for the benefit of anyone other than Client or End Users who avail of the Services;

d. sell, resell, license, sublicense, distribute, rent or lease any Services or Output to any third-party, or include any Services or Output in a service bureau, time-sharing, or equivalent offering;

e. publicly disseminate information from any source regarding the performance of the Services or Output; or

f. attempt to create a substitute or similar service through use of, or access to, the Services or Output.

Client will use the Services and Output only in compliance with:

a. the rights granted in these T&Cs;

b. the Smile developer policies; and

c. any agreements between Client and End Users (for clarity, including any privacy policy or statement).

Smile shall abide by the following stipulations to ensure data protection:

a. Where Smile received any data, it shall ensure that it fully complies with your lawful instructions, terms of the Agreement, and the provisions of any applicable law.

b. Smile shall only process, use or disclose data:

  1. strictly for the purposes of fulfilling its obligations under the Agreement;
  2. with your prior written consent; or
  3. when required by law or an order of court, in which case Smile shall notify you as soon as practicable before complying with such law or court order at its own cost.

c. Smile shall not retain data (in any form copy, electronic, or otherwise) for any period of time longer than is necessary to serve the purpose of the Agreement or any legitimate business purpose.

d. Smile shall, upon your request:

  1. return to you all data; or
  2. delete all data in its possession, and after returning or deleting all data, provide you with written confirmation that Smile no longer possesses any of your data.

Notwithstanding anything to the contrary, the Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Client’s activities involving any Services, Output, or End User data. In addition, Client acknowledges and agrees that Smile does not act as a consumer data reporting agency or furnishes information to any such consumer data reporting agency. Client represents and warrants that it will not, and will not permit or enable any third-party to, use the Services (including Output) as a or as part of a report deemed to function as information to be submitted to any such consumer data reporting agency. Client will comply with the provisions set forth in any product or territory specific exhibit, addendum, or other document attached to these T&Cs, but such provisions will only apply if Client uses the Service set forth in such document.

Your data shall be stored separately from Smile’s data and that of Smile’s other clients. Smile shall not move your data without your written consent except in case it is necessary to comply with applicable law or order from any governmental body or authority. Nevertheless, if you opt to avail certain features of our Services that will include access to the data of other clients, including but not limited to Multiple Application Warning (“MAW”) data, your use of such features and access to such data shall constitute your consent to share similar data to our other clients who availed similar features. Opting in for such features through our Services means that your data can be shared with our other clients for purposes of risk assessment, among others. In connection with these features, you may opt out anytime by informing us, but you will also lose access to such data of our other clients. Furthermore, we will not be liable to you or any third party for any loss, damage, delay, or failure to act caused by such decision made by you or any act done by you in connection with the data you obtained prior to opting out from said features.

Smile shall not access or use the data, except as may be necessary to maintain or provide the Service, or as necessary to comply with applicable laws or order from any governmental body or authority. In such case, Smile shall provide you with a written notice of any legal requirement or order for such purpose.

Smile shall provide access to relevant regulators, as dictated by applicable law, and your internal and external auditors to enable them to review Smile’s operations and controls in providing the Services, including determination of compliance with applicable law. In the event that results of alternative audit mechanism and third-party validation do not satisfy IT requirements and examination objectives of the regulator(s), Smile shall give access of its operations related to the Services to the proper governmental authorities, in order to review the same in relation to these T&Cs. Smile shall use reasonable efforts to immediately take the necessary corrective measures to satisfy the findings and recommendations of such governmental authority.

Client may permit its employees, agents, contractors and service providers to access the Services and Output on Client’s behalf (“Permitted Users”), provided that Client remains responsible for their compliance with these T&Cs, and that any such use of the Output and Services is for the sole benefit of Client. If Client enables any third parties as Permitted Users, Client remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.

Section 4. DEVELOPMENT ACCOUNTS

We may offer free sandbox or development accounts for access or use of the Services ("Development Accounts"). Client may use Development Accounts solely for internal evaluation of the Services to determine whether to enter into a paid commercial relationship with Smile, and not for production access or any other purpose. In using Development Accounts, Client must comply with Smile's relevant documentation, policies, and instructions, including as these relate to the data types and use cases eligible for Development Accounts. We may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. We may modify or disable Development Accounts (and delete related data submitted by Client or provided by Smile) without notice or liability to Client. We have no support obligations for Development Accounts. Subject to this paragraph, Development Accounts remain subject to these T&Cs.

Section 5. COMPLIANCE REVIEWS

To access or use the Services, Client must successfully pass Smile's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Client must provide prompt responses to Smile's requests for information about Client, the Client Application, Client's business and associated entities, and Client's intended use of the Services. Client represents and warrants that all information it provides to Smile as part of Compliance Reviews will be accurate and complete, and Client will immediately notify Smile if any previously provided information is out-of-date or becomes inaccurate.

Client may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to production access, or as requested by Smile based on changes in Client's use of the Services or increased risk factors. Client's passage or failure of any Compliance Review is determined by our sole discretion. If Client fails any Compliance Review or fails to provide prompt and complete responses within three business days after Smile's requests for information (even if Client has passed a previous Compliance Review or received provisional access to the Services), we may suspend, revoke, or terminate Client's access to the Services, without notice or liability to Client.

Section 6. PERSONAL INFORMATION AND PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy found here, which discusses how we collect, use and share End User information. Before any End User engages with the Client Application in a manner that uses the Services, the Client warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable Smile to process End User data in accordance with Smile’s Privacy Policy. Client will not make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with Smile’s Privacy Policy, or interfere with any independent efforts by Smile to provide End User notice or obtain End User consent.

Section 7. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws, international copyright laws, and international conventions. Except as expressly provided in these T&Cs, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

The Marks are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these T&Cs shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a hyperlink to any other website) any Marks displayed on the Platform, without our written permission or any other applicable trademark owner. All third-party trademarks including logos, icons and other related features referenced by our clients or users shall remain their sole and exclusive ownership and property. Unless specifically identified as such, our use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between us and the owners of these trademarks. Any reference by Smile to third party trademarks is to identify the corresponding third-party services and shall be considered nominative fair use under applicable trademark law.

We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us. Please be advised that pursuant to applicable law, you may be held liable for damages if you make material misrepresentations in a notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting an attorney.

Except for the rights expressly granted under these T&Cs, Smile reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by Smile for the purposes of these T&Cs. To the extent the Client provides Smile with any feedback relating to the Services (including, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), we will own all right, title and interest in and to such Feedback and the Client hereby makes all assignments necessary to achieve such ownership.

Section 8. TERM AND TERMINATION

These T&Cs shall remain in full force and effect as you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE T&Cs, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, RESTRICT, DENY, SUSPEND OR TERMINATE ACCESS TO AND USE OF THE PLATFORM TO ANY PERSON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE T&Cs OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM WITHOUT WARNING IN OUR SOLE DISCRETION.

If we terminate or suspend your access to the Platform, you are prohibited from using the Services or the Platform. In addition to that, we reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal, and/or injunctive redress. Termination shall, however, not affect any accrued rights and liabilities.

Section 9. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.

We ensure that we have plans and procedures in place that are necessary and adequate for disaster recovery and business continuity contingency for the protection of your data and your customers’ data, and the continuity of the provision of the Services, subject to our service level agreements (SLAs).

We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these T&Cs will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

Section 10. GOVERNING LAW

These T&Cs and your use of the Platform are governed by and construed in accordance with the laws of Singapore, except if any specific regulation in a particular jurisdiction is directly applicable to the Services in relation to the Client being a regulated entity in that jurisdiction, without giving effect to any conflict of laws provisions thereof.

Section 11. DISPUTE RESOLUTION

The parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with these T&Cs. To this end, the parties in dispute shall each promptly appoint representatives of appropriate standing who shall meet and attempt to resolve any dispute between them.

However, if negotiation as described above fails, any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved in accordance with the Arbitration Rules of Singapore, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be English.

In no event shall any dispute brought by you or us related in any way to the Platform be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither you nor us will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction, and you agree to submit to the personal jurisdiction of that court.

You agree that any arbitration shall be limited to the dispute between us and you. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. To the full extent permitted by law, no arbitration shall be joined with any other proceeding. There is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures, and there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Nonetheless, the following disputes are not subject to the above provisions concerning binding arbitration:

a. any dispute seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party;

b. any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and

c. any claim for injunctive relief.

Section 12. DISCLAIMER

THE PLATFORM AND ANY CONTENT CONTAINED THEREIN IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE SERVICES. WE ALSO MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

a. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS;

b. PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM

c. UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;

d. INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM;

e. BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; AND/OR

f. ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.

Accordingly, all data and/or information contained in the Platform are provided for informational purposes only. No representations or warranties of any kind, implied, express, or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, are given in conjunction with the Platform. Without prejudice to the generality of the foregoing, we do not warrant:

a. the accuracy, timeliness, adequacy, commercial value, or completeness of all data and/or information contained in the Platform;

b. that employment data is accurate, complete, up to date, or otherwise reliable, and we have no responsibility or obligation to verify, investigate or review employment data;

c. that the Platform or the Services will be provided uninterrupted, secure, or free from errors or omissions, or that any identified defect will be corrected;

d. that the Platform or the Services are free from any computer virus or other malicious, destructive, or corrupting code, agent, program, or macros;

e. the security of any information transmitted by you or to you through the Platform or the Services, and you accept the risk that any information transmitted or received through the Platform may be accessed by unauthorized third parties and/or disclosed by us or our officers, employees, or agents to third parties purporting to be you or purporting to act under your authority; and

f. that data transmissions over the Internet and electronic mail will be free from interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet.

Section 13. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR USD $1,000.00.

Section 14. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, due to or arising out of your or your Permitted Users’:

a. use of the Services, Platform or Output;

b. breach of these T&Cs;

c. breach of any of your representations and warranties set forth in these T&Cs;

d. failure to obtain any requisite or necessary consent from your customers or End Users;

e. violation of the rights of a third party, including intellectual property rights;

f. violation of agreements you have with any End User;

g. violation of any laws or regulations (including with respect to privacy);

h. your gross negligence, willful misconduct, or fraud; or

i. any overt harmful act toward any other user of the Platform.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Section 15. CONFIDENTIALITY

Each party (a “Disclosing Party”) may disclose, under these T&Cs, the other party (a “Receiving Party”) with confidential and/or proprietary materials and information of the Disclosing Party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under these T&Cs and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information. For the avoidance of doubt, the Service, all pricing information and terms of these T&Cs, are Confidential Information of Smile. All Feedback and the API Package will also be solely Smile’s Confidential Information.

Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for purposes contemplated under these T&Cs. The confidentiality obligations herein will not apply to any information that:

a. is made generally available to the public without breach of these T&Cs;

b. is developed by Receiving Party independently from the Disclosing Party’s Confidential Information;

c. is disclosed to Receiving Party by a third party without restriction; or

d. was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party.

Receiving Party may disclose Confidential Information as required by law or court order as long as Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third party to the limited extent necessary to exercise its rights, or perform its obligations, under these T&Cs; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as these T&Cs.

Section 16. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Section 17. MISCELLANEOUS

These T&Cs and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us.

These T&Cs operate to the fullest extent permissible by law. No waiver of any provision of these T&Cs shall be effective. No failure or delay by the Company in exercising any right, power or remedy under these T&Cs shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power, or remedy. Without limiting the foregoing, no waiver by the Company of any breach by you or any third party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. The rights and remedies in these T&Cs are cumulative and not exclusive of any rights and remedies provided by the applicable laws, rules, and regulations.

We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these T&Cs is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these T&Cs or use of the Platform. You agree that these T&Cs will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these T&Cs and the lack of signing hereto to execute these T&Cs.

Section 18. CONTACT US

In order to resolve a complaint regarding the Platform or these T&Cs, or to receive further information regarding use of the Platform, please contact us at legal@getsmileapi.com.

Last Modified on: June 20, 2023.

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