Last updated February 22, 2025

These Terms of Use (this “Agreement”) constitute a legally binding contract between you and Vuemix, Inc., the provider of Smooth-AI (“Smooth-AI,” “we,” “us,” or “our”), with respect to your use of our services.

1.       Agreement to Terms

 Smooth-AI operates the website and the services offered at https://www.smooth-ai.live/ (the “Site”).  Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy, which may be found on the Site, which are incorporated by reference into these Terms.  These Terms govern your access to and use of the Site, and constitute a binding legal agreement between you and us. To make these Terms easier to read, the Site and our services that we provide through the Site are collectively called the “Services.”

In order to use the Services, YOU CONSENT TO AND AGREE TO BE BOUND BY AND TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE  SERVICES.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license to use the Services. We reserve all rights in and to the Services not expressly granted to you under these Terms.

Notice Regarding Dispute Resolution: This Agreement contains provisions that govern how claims you and we have against each other are resolved (see Section 10 (Limitation of Liability), Section 14 (Dispute Resolution), and Section 15 (Choice of Law and Forum) below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 14(B). Unless you opt-out: (A) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding and (B) you will only be permitted to seek relief (including without limitation monetary, injunctive, and declaratory relief) on an individual basis.

We reserve the right, at any time, with or without cause:

·         To change the terms and conditions of this Agreement;

·         To change the Services, including without limitation eliminating or discontinuing the Services or a feature or features of the Services; and

·         To deny or terminate your use of and/or access to the Services.

You must accept such changes in order to continue to use and access the Services, and your access to or use of the Services after any such changes constitutes your agreement to such changes.

2.       Use of the Services

A.     We reserve the right to decline to provide the Services to any person for any or no reason. If you provide information to us, you agree to: (a) provide accurate, current, and complete information as prompted and (b) maintain and update your information to keep it accurate, current, and complete. You consent to our use of this information to send you Service-related notices and other administrative notices, including without limitation any notices required by law.

B.      You are solely responsible for the activity that occurs on your account. You must keep your account credentials (including username and password) secure at all times. You may not share your account with any third parties. Smooth-AI will not be liable for any losses caused by any unauthorized use of your account.

C.      You represent and warrant to Smooth-AI that you are at least 18 years of age and that you otherwise have the full right, power, capacity and authority to enter into and comply with this Agreement without the consent or approval of any third party.

3.       Rules Governing Your Use of the Services

You may not use the Services, or assist or encourage any other party, to engage in any activity that is illegal or that Smooth-AI deems objectionable, including without limitation, any of the following prohibited activities:

• Copying, framing or mirroring any part of the Services;

• Accessing the Services for purposes of monitoring its availability, performance or functionality;

• Permitting any third party to access the Services;

• Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, except to the extent expressly permitted or required by law provided that you first give prior written notice to us;

• Publishing, transmitting, distributing or storing content, material, or information or User Data that: (a) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (b) is harmful to or interferes with the Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (c) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights, including without limitation copyrights, patents, trademarks, trade secrets or other proprietary information (including without limitation unauthorized use of domain names); or (d) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);

• Attempting to disrupt, degrade, impair or violate the integrity or security of the Services, accounts or networks of any other party (including without limitation “hacking,” “denial of service” attacks, etc.), including without limitation any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of our internet protocol space;

• Distributing or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;

• Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Smooth-AI than a human can reasonably produce in the same period of time by using a conventional web browser;

• Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

• Collecting or harvesting any personally identifiable information, including without limitation information about users of the Services, from the Services;

• Accessing any content on the Services through any technology or means other than those provided or authorized by the Services;

• Submitting to the Services or to Smooth-AI any personally identifiable information or any other information that may be protected from disclosure by applicable law, except as necessary for the establishment and operation of your account or as specifically requested by us;

• Bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;

• Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;

• Removing any copyright, trademark or other proprietary rights notices contained in or on the Services; and/or

• Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any User Data not intended for you.

Improper use of the Services may result in civil or criminal liabilities.

4.        Intellectual Property

A.      Your Rights. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non- transferable, non-sublicensable, and revocable license to access and use the Services solely for your own internal use. We reserve all rights not expressly granted herein in the Services. Except as expressly set forth herein, no rights or licenses are granted to you under this Agreement, whether by implication, estoppel or otherwise.

B.      Our Rights.

• User Data. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a royalty-free, fully paid-up, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use any user data that you provide to us (“User Data”) solely for the purposes of  providing or supporting the Services. You agree that we may store your User Data in order to provide the Services.

• Feedback and Improvements. You may choose to, or we may invite you to, submit comments, suggestions, feedback or ideas about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is free, unsolicited and not under our control. We are free to use the Feedback without any compensation to you and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. We will be free to use, disclose, reproduce and exploit the Feedback you provide, without any restriction of any kind on account of intellectual property rights or otherwise. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, hereafter developed by us, or hereafter obtained from sources other than you.

C.       Proprietary Rights. The Services are owned and operated by us, and the Services (and any intellectual property and other rights relating thereto) are and will remain our property. The Services are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Services may be used solely (a) to the extent permitted in this Agreement. Use of the Services for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Services. The trademarks, logos and service marks displayed on the Services (collectively, the “Smooth-AI Trademarks”) are our registered and unregistered trademarks. Nothing contained in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Smooth-AI Trademarks without our express written permission. Subject to the rights granted to us in this Agreement, as between you and us, you retain ownership of all right, title and interest in and to your User Data.

5.        Third-Party Links

The Site contains links to third-party websites. Please be advised that we do not own, operate, or control these third-party sites and are not responsible for their content, policies, or practices. Any transactions, purchases, or agreements made on third-party websites, even if accessed through our Site or use of the Services, are solely between you and the third party. We do not endorse, guarantee, or assume any responsibility for these transactions, including but not limited to payment processing, product quality, delivery, or customer service.

By using our Services and accessing third-party links, you acknowledge that we are not liable for any loss, damages, or disputes arising from your interactions with third parties or third-party sites. We encourage you to review the terms, conditions, and privacy policies of any external sites before engaging in transactions with these sites.

6.        Competency

You hereby affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with this Agreement.

7.        Privacy Policy

Your use of the Services is subject to our Privacy Policy (the “Privacy Policy”). You expressly consent to the practices described in the Privacy Policy. We reserve the right to modify the Privacy Policy in our sole discretion from time to time. Access to or use of the Services after any such changes shall constitute your agreement to such changes.

8.        Term & Termination

This Agreement is effective from the date on which you first access the Services, and shall remain effective until terminated in accordance with its terms. We may immediately terminate this Agreement, and/or your access to and/or use of the Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. We may also terminate this Agreement immediately if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to access and use the Services shall immediately cease, and you shall cease all access to and use of the Services. Upon termination or expiration of this Agreement for any reason, Sections 1, 2 (excluding any obligation or liability of ours), 3, 4(B), 4(C), and 5–16 shall survive, except that you shall no longer have any right to access or use the Services.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate us to maintain and support the Services, or any part or portion thereof, during the term of this Agreement.

9.        Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICES ARE CURRENT AND/OR UP-TO-DATE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SERVICES, OR YOUR USE OF THE SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICES, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICES AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES, AND YOUR RELIANCE THEREON.

10.    Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER WE NOR ANY OF OUR AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS,  EMPLOYEES,  CONSULTANTS,  OR  OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF USER DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. OUR MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED FIFTY DOLLARS ($50).

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

11.    Indemnification

You agree to fully indemnify, defend (at our request), and hold harmless us, our agents, successors, and assigns, and our and their directors, officers, employees, consultants and other representatives (collectively, the “Smooth-AI Parties”) from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from: (a) your actual or alleged breach of this Agreement; (b) your negligence or willful misconduct; and/or (c) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities.

12.    Jurisdictional Issues

We make no representation that the Services operate (or are legally permitted to operate) in all geographic areas or that the Services are appropriate or available for use in other locations. Accessing the Services from territories where the Services or any content or functionality of the Services or portion thereof is illegal is expressly prohibited. If you choose to access the Services, you agree and acknowledge that you do so on your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws. The Services are operated from the United States but the Services may be hosted on servers located outside of the United States, in which case your User Data may be transferred, processed, and stored outside of  the United States. U.S. privacy laws may not be as protective as those in your jurisdiction. Your agreement to the terms of this Agreement or your submission of your User Data in connection with the Services represents your agreement to this practice. If you reside in the United States and do not want your User Data transferred or processed or stored outside of the United States, or if you reside outside of the United States, and do not want your User Data transferred to or processed or stored in the United States, you should not use the Services.

13.    Notice for California Users

Under California Civil Code Section 1789.3, California Services users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, USA, or by telephone at (800) 952-5210.

14.    Dispute Resolution

A.      Arbitration. The parties shall use their best efforts to settle any dispute, claim, question or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its commercial arbitration rules and of its supplementary procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including without limitation any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act.

The parties understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

B.       Class-Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Thirty-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of your decision to opt out to the following address: 2033 Gateway Place, Suite 500, PMB 526, San Jose, CA 95110-3712, USA, Attention: Chief Executive Officer. The notice must be sent within 30 days of your first access to or use the Services; otherwise, you shall be bound to arbitrate disputes in accordance with this Agreement. If you opt out of these arbitration provisions, we also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, we may terminate your access to and use of the Services.

C.       Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with us and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

15.    Choice of Law and Forum

This Agreement and your relationship with Smooth-AI Parties shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 14, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in San Jose County, California and you consent to the exclusive jurisdiction of and venue in the federal or state courts located in San Jose County, California.

16.    Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. Except as otherwise provided in Section 1, this Agreement may not be changed, waived or modified except by a written instrument signed by us. If any employee of ours offers to modify this Agreement, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of our or anyone else purporting to act on our behalf. This Agreement is between you and us; there are no third-party beneficiaries. You are responsible for compliance with all applicable laws and regulations, including without limitation United States export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with our prior written consent, and any attempted assignment, transfer or delegation shall be null and void. We may assign, transfer or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served on us at 2033 Gateway Place, Suite 500, PMB 526, San Jose, CA 95110-3712, Attention: Chief Executive Officer or to the e-mail address you have provided (in your case). Notice to you shall be deemed given 24 hours after the e-mail is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.