Terms

2008-11-06T11:23:00.000-08:00

Smart Consumer Products

Smart Consumer Products

TERMS

1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE

1.1 YOU MUST READ THESE Smart Consumer Products WEBSITE TERMS OF USE
("TERMS") CAREFULLY. Smart Consumer Products, AND ITS AFFILIATES
("Smart Consumer Products", "Click Bank", "Keynetics", etc.) PROVIDE
THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND
ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS
(COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE
ENTERED INTO BY AND BETWEEN Smart Consumer Products AND YOU, AND YOU
ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING
THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT
WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT
USE THIS WEBSITE.

1.2 This website ("Website") includes without limitation: (a) The
Smart Consumer Products Main Page with Sitemap, The Smart Money
Products Review Pages, The Smart Consumer Products Privacy Policy Page,
The Smart Consumer Products Terms Page, The Smart Consumer Products
Contact Page, and other on-line services as well as products
accessible via the Website (collectively the "Services"); (b)
information such as technical, contractual, product, program,
pricing, marketing, and other valuable information ("Information");
and (c) content such as data, text, software, music, sound,
photographs, graphics, video, messages, or other materials
("Content"). Smart Consumer Products controls and operates its websites
from various locations and makes no representation that this Website
is appropriate or available for use in all locations. Smart Money
Products products and services may not be available in Your
location, and deliverables may vary among locations. If You are
using the Website on behalf of Your employer, You represent and
warrant that You are authorized to accept these Terms on Your
employer's behalf, and that Your employer agrees to indemnify You
and Smart Consumer Products for violations of these Terms. In addition
to the Terms and unless otherwise noted, the standard Smart Money
Products terms and conditions of sale in your jurisdiction govern
purchases You make through the Website, unless You have in effect a
separate valid written purchase or license agreement with Smart
Money Products for that product or service, in which case that
separate agreement governs, and in cases of conflict, prevails.

2. YOUR OBLIGATIONS AND CONDUCT

2.1 In consideration of Your use of the Website, You agree to: (a)
provide accurate, current, and complete information about You as may
be prompted by a registration form on the Website (the "Registration
Data"); (b) maintain the security of your password and
identification; (c) maintain and promptly update the Registration
Data, and any information You provide to Smart Consumer Products, to
keep it accurate, current and complete; and (d) accept all risks of
unauthorized access to information and Registration Data. You have
sole responsibility for adequate protection and backup of data
and/or equipment used in connection with the Website.

2.2 You are entirely responsible for all Content that You upload,
post or otherwise transmit via the Website. You agree not to upload,
post or otherwise transmit via the Website Content that: (a) is
inaccurate, harmful, obscene, pornographic, defamatory, racist,
violent, offensive, harassing, or otherwise objectionable to Smart
Money Products or other users of the Website; (b) includes
unauthorized disclosure of personal information; (c) violates or
infringes anyone's intellectual property rights; or (d) contains
software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any
computer software or hardware or telecommunications equipment. Smart
Money Products reserves the right to edit or remove Content that
violates these Terms or that contains third-party commercial
advertisements.

2.3 You agree that You will not use the Website to: (a) transmit
spam, bulk or unsolicited communications; (b) pretend to be Smart
Money Products or someone else, or spoof Smart Consumer Products's or
someone else's identity; (c) forge headers or otherwise manipulate
identifiers (including URLs) in order to disguise the origin of any
Content transmitted through the Services; (d) misrepresent your
affiliation with a person or entity; (e) disrupt the normal flow of
dialogue or otherwise act in a manner that negatively affects other
users' ability to use the Website; (f) engage in activities that
would violate any fiduciary relationship, any applicable local,
state, national or international law, or any regulations having the
force of law, including but not limited to attempting to compromise
the security of any networked account or site, operating an illegal
lottery or gambling operation, stalking, or making threats of harm;
or (g) collect or store personal data about other users unless
specifically authorized by such users.

3. CONFIDENTIALITY OF Smart Consumer Products INFORMATION

3.1 You may obtain direct access via the Website to certain
confidential information of Smart Consumer Products and its suppliers,
including without limitation technical, contractual, product,
program, pricing, marketing and other valuable information that
should reasonably be understood as confidential ("Confidential
Information"). You must hold Confidential Information in strict
confidence. Title to Confidential Information remains with Smart
Money Products and its suppliers.

3.2 Your obligations regarding Confidential Information expire five
(5) years after the date of disclosure. Upon termination of the
Terms or Smart Consumer Products's written request, You must cease use
of Confidential Information and return or destroy it.

3.3 The Terms impose no obligation upon You with respect to
Confidential Information that You can establish by legally
sufficient evidence: (a) You possessed prior to Your receipt from
Smart Consumer Products, without an obligation to maintain its
confidentiality; (b) is or becomes generally known to the public
through no act or omission by You, or otherwise without violation of
the Terms; (c) You obtained from a third party who had the right to
disclose it, without an obligation to keep such information
confidential; (d) You independently developed without the use of
Confidential Information and without the participation of
individuals who have had access to it, or (e) in response to a valid
order by a court or other governmental body, as otherwise required
by law, or as necessary to establish the rights of either party
under these Terms and as disclosed after prior notice to Smart Money
Products adequate to afford Smart Consumer Products the opportunity to
object to the disclosure.

4. CONTENT SUBMITTED TO Smart Consumer Products

4.1 Smart Consumer Products does not claim ownership of the Content You
place on the Website and shall have no obligation of any kind with
respect to such Content. Unless otherwise stated herein, or in Smart
Money Products's Privacy Policy, any Content You provide in
connection with this Website shall be deemed to be provided on a
nonconfidential basis. Smart Consumer Products shall be free to use or
disseminate such Content on an unrestricted basis for any purpose,
and You grant Smart Consumer Products and all other users of the
Website an irrevocable, worldwide, royalty-free, nonexclusive
license to use, reproduce, modify, distribute, transmit, display,
perform, adapt, resell and publish such Content (including in
digital form). You represent and warrant that you have proper
authorization for the worldwide transfer and processing among Smart
Money Products, its affiliates, and third-party providers of any
information that You may provide on the Website.

4.2 Smart Consumer Products does not routinely monitor Content, but
Smart Consumer Products and its designees reserve the right to monitor,
restrict access to, edit or remove any Content that is available via
the Website.

5. DELIVERY OF E-MAIL Smart Consumer Products will attempt to
deliver all of the e-mail that is addressed to Your e-mail address
on Smart Consumer Products's Services. However, the nature of e-mail is
such that Smart Consumer Products cannot guarantee delivery of such
e-mail.

6. INDEMNITY You agree to indemnify and hold Smart Money
Products and its subsidiaries, affiliates, shareholders, officers,
directors, agents, licensors, suppliers, alliance members, other
partners, employees and representatives harmless from any claim or
demand, including reasonable attorneys' fees, made by any third
party due to or arising out of Your Content, Your use of or
connection to the Website (including any use by You on behalf of
Your employer), Your violation of the Terms, or Your violation of
any rights of another.

7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT
OF TERMS Smart Consumer Products may provide notice to You via
email, regular mail, or posting notices or links to notices on the
Website. Smart Consumer Products reserves the right at any time to
modify, suspend or terminate the Services (or any part thereof),
and/or Your use of or access to them, with or without notice. Smart
Money Products may also delete, or bar access to or use of, all
related Information and files. Smart Consumer Products will not be
liable to You or any third-party for any modification, suspension,
or termination of the Services, or loss of related information.
Smart Consumer Products may amend these Terms at any time by posting
the amended terms on this Website.

8. ADVERTISEMENTS AND PROMOTIONS Smart Consumer Products runs
advertisements and promotions from third parties on the Website.
Your correspondence or business dealings with, or participation in
promotions of, advertisers other than Smart Consumer Products found on
or through the Website, including payment and delivery of related
goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between
You and such advertiser. Smart Consumer Products is not responsible or
liable for any loss or damage of any sort incurred as the result of
any such dealings or as the result of the presence of such non-Smart
Money Products advertisers on the Website.

9. CONTENT PROVIDED VIA LINKS

9.1 You may find links to other Internet sites or resources on the
Website. You acknowledge and agree that Smart Consumer Products is not
responsible for the availability of such external sites or
resources, and does not endorse and is not responsible or liable for
any content, advertising, products, or other materials on or
available from such sites or resources. Smart Consumer Products will
not be responsible or liable, directly or indirectly, for any actual
or alleged damage or loss caused by or in connection with use of or
reliance on any such content, goods or services available on or
through any such site or resource.

9.2 Reuters content on the Website is the intellectual property of
Reuters Limited. Any copying, republication or redistribution of
Reuters content, including by caching, framing, or similar means, is
expressly prohibited without the prior written consent of Reuters.
Data is provided for information purposes only, and is not intended
for trading purposes. Reuters shall not be liable for any errors or
delays in content, or for any actions taken in reliance thereon.
Reuters, the Reuters Dotted Logo and the Sphere Logo are registered
trademarks of the Reuters group of companies around the world.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Except as expressly authorized by Smart Consumer Products or by
Content providers, You agree not to reproduce, modify, rent, lease,
loan, sell, distribute, mirror, frame, republish, download,
transmit, or create derivative works of the Content of others, in
whole or in part, by any means. You must not modify, decompile, or
reverse engineer any software Smart Consumer Products discloses to You,
and You must not remove or modify any copyright or trademark notice,
or other notice of ownership.

10.2 "Smart Consumer Products Trademarks" means all names, marks,
brands, logos, designs, trade dress, slogans and other designations
Smart Consumer Products uses in connection with its products and
services. You agree to comply with the Smart Consumer Products
Trademark and Logo Usage Requirements located at http://www.Smart
Money Products.com/policies/trademarks. You may not remove or alter
any Smart Consumer Products Trademarks, or co-brand your own products
or material with Smart Consumer Products Trademarks, without Smart
Money Products's prior written consent. You acknowledge Smart Money
Products's rights in Smart Consumer Products Trademarks and agree that
any use of Smart Consumer Products Trademarks by You shall inure to
Smart Consumer Products's sole benefit. You agree not to incorporate
any Smart Consumer Products Trademarks into Your trademarks, service
marks, company names, Internet addresses, domain names, or any other
similar designations, for use on or in connection with computer or
Internet-related products, services or technologies.

10.3 Smart Consumer Products is committed to respecting others'
intellectual property rights, and we ask our users to do the same.
If You believe that Your work has been copied in a way that
constitutes copyright infringement on our Website, please contact
our copyright agent as described in our copyright agent website
located at http://www.Smart Money
Products.com/share/text/copyright_agent.html.

10.4 Unless explicitly stated herein, nothing in these Terms shall
be construed as conferring any license to intellectual property
rights, whether by estoppel, implication, or otherwise. Permission
is granted to display, copy, distribute and download Content owned
by Smart Consumer Products on this Website provided that: (a) the
copyright notice pertaining to the Content remains, and a permission
notice (e.g., "Used with permission") is added to such Content; (b)
the use of such Content is solely for personal and non-commercial
use; (c) such Content will not be copied or posted on any networked
computer or published in any medium, except as explicitly permitted
by valid permission or license covering such materials; and (d) no
modifications are made to such Content. This permission terminates
automatically without notice if You breach any of the terms or
conditions in this Section 10.4. Upon termination, You must
immediately destroy any downloaded and/or printed Content.

11. DISCLAIMER OF WARRANTIES

11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE
EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES
AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS"
"AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. Smart Consumer Products
DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND
WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION
OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. Smart Consumer Products MAKES NO
REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE
USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF
THE WEBSITE.

11.2 Smart Consumer Products MAKES NO WARRANTY OR REPRESENTATION THAT:
(a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY
PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS
OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE
WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

12. LIMITATION OF LIABILITY

12.1 TO THE FULL EXTENT PERMITTED BY LAW, Smart Consumer Products IS
NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA,
ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE)
ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF Smart
Money Products HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD
HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE,
WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE),
INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE
INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA,
INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED
OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING
WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF
TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR
FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY
DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE
EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY.

13. Smart Consumer Products'S PRIVACY POLICY You consent to the
collection, processing and storage by Smart Consumer Products of Your
personal information in accordance with the terms of Smart Money
Products's Privacy Policy, which is available at http://www.Smart
Money Products.com/privacy. You agree to comply with all applicable
laws and regulations, and the terms of Smart Consumer Products's
Privacy Policy, with respect to any access, use and/or submission by
You of any personal information in connection with this Website.

14. GENERAL TERMS

14.1 The Terms constitute the entire agreement between You and Smart
Money Products relating to their subject matter, and cancel and
supersede any prior versions of the Terms. No modification to the
Terms will be binding, unless in writing and signed by an authorized
Smart Consumer Products representative. You must not assign or
otherwise transfer the Terms or any right granted hereunder. You
also may be subject to additional terms and conditions that may
apply when You use Smart Consumer Products or third-party products or
services.

14.2 You agree that any material breach of Sections 2, 3, 4, 6, and
10 of the Terms will result in irreparable harm to Smart Money
Products for which damages would be an inadequate remedy and,
therefore, in addition to its rights and remedies otherwise
available at law, Smart Consumer Products will be entitled to equitable
relief, including both a preliminary and permanent injunction, if
such a breach occurs. You waive any requirement for the posting of a
bond or other security if Smart Consumer Products seeks such an
injunction.

14.3 California law and controlling U.S. federal law govern any
action related to the Terms and/or Your use of the Website. Choice
of law rules of any jurisdiction and the United Nations Convention
on Contracts for the International Sale of Goods will not apply to
any dispute under the Terms. You and Smart Consumer Products agree to
submit to the personal and exclusive jurisdiction of the courts
located within the county of Santa Clara, California, U.S.A.

14.4 Services, Content, and product derived or obtained from this
Website may be subject to the U.S. export laws and the export or
import laws of other countries. You agree to comply strictly with
all such laws and, in particular, shall: (a) obtain any export,
reexport, or import authorizations required by U.S. or your local
laws; (b) not use Services, Content, or direct product from this
Website to design, develop or produce missile, chemical/biological,
or nuclear weaponry; and (c) not provide Services, Content, or
direct product from this Website to prohibited countries and
entities identified in the U.S. export regulations.

14.5 Rights and obligations under the Terms which by their nature
should survive will remain in full effect after termination or
expiration of the Terms.

14.6 The Website may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements may include statements regarding
market expectations and opportunities, expectations about
financials, research and development and strategies, statements
concerning Smart Consumer Products's roadmaps, market share growth, and
product and service development and introduction, and our continuous
evaluation of the competitiveness of our product and service
offerings. These forward-looking statements are just predictions and
involve risks and uncertainties. Actual results may differ
materially from results discussed in the forward-looking statements.
Factors that may cause such a difference include risks related to
adverse changes in general economic conditions, failure to reduce
costs, lack of success in technical advancements, the timely
development, production and acceptance of new products and services,
and Smart Consumer Products's ability to compete in a highly
competitive and rapidly changing marketplace. For a detailed listing
of the potential factors affecting Smart Consumer Products's business
and these forward-looking statements, please refer to Smart Money
Products's periodic reports on Forms 10-Q and 10-K that are filed
with the Securities and Exchange Commission.

14.7 Any express waiver or failure to exercise promptly any right
under the Terms will not create a continuing waiver or any
expectation of non-enforcement. If any provision of the Terms is
held invalid by any law or regulation of any government, or by any
court or arbitrator, the parties agree that such provision will be
replaced with a new provision that accomplishes the original
business purpose, and the other provisions of the Terms will remain
in full force and effect. v.2.9 November 4, 2006