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SMILEBOX TERMS OF SALE FOR CLUB SMILEBOX

These Terms of Sale for Club Smilebox Services ("Agreement") is a legal agreement between you (either an individual or an entity) and Smilebox, Inc. and its suppliers and licensors (collectively "Smilebox") for the Club Smilebox Services ("Services"). The Services include access to content as described. You may only receive the Services if you are a Service subscriber in good standing with a valid, authorized Payment Method (as defined below under Section 1) on file with Smilebox, or if you are in a trial period of the Services. If you do not agree to the terms of this Agreement, do not purchase or use the Services.

YOU AGREE THAT BY USING THE SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

THE SERVICES MAY BE PROVIDED TO YOU ON DIFFERENT LEVELS SUCH AS FREE, TRIAL OR SUBSCRIPTION BASIS AT THE SOLE DISCRETION OF SMILEBOX.

YOUR USE OF SMILEBOX SOFTWARE AND ANY SERVICE AND/OR DESIGN AND CONTENT (“Content”) PROVIDED THEREIN ("Software") WILL BE GOVERNED BY THE SMILEBOX LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE (“EULA”), AS WELL AS THE SMILEBOX PRIVACY POLICY AT http://www.smilebox.com/privacy-policy.html (the “Privacy Policy”)

THE TERMS OF THIS AGREEMENT SHALL SUPPLEMENT THE EULA AND THE PRIVACY POLICY, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

1. Payment & Services

BILLING AUTHORIZATIONS FOR FREE TRIAL MEMBERSHIPS

As part of a free trial offer, you agree that Smilebox may obtain a pre-authorization for the subscription fee amount to verify the validity of your Payment Method.

INITIAL SUBSCRIPTION PAYMENT AND AUTOMATIC SUBSCRIPTION RENEWAL

You agree to pay Smilebox the applicable service charges applicable to your subscription (e.g. monthly or annually) for your use of the Services using a valid Payment Method, plus any applicable taxes, in accordance with the billing terms and prices applicable to your subscription. You authorize Smilebox to automatically bill the Payment Method you provide on each applicable subscription period renewal date until you cancel the Services. Payments are billed in advance at the beginning of the applicable subscription period.

Smilebox reserves the right to offer different prices, promotions and/or discounts to different users from time to time, at its sole discretion.

REFUND POLICY

All payments are completely non-refundable and you may cancel the Services at any time, but Smilebox will not refund any remaining portion of your subscription fees, including any minimum commitments, already billed to your account, unless otherwise specified in writing in a specific subscription offer subject to the applicable subscription refund terms which shall be at Smilebox sole discretion. You agree to provide Smilebox with a valid Payment Method and accurate, complete and updated information required by the subscription registration form. Failure to comply may result in the immediate termination of the Services.

PAYMENT METHOD

Smilebox accepts various payment methods such as credit cards, debit cards and PayPal (“Payment Method”); Smilebox reserves the right the change any of the available Payment Methods from time to time at its sole discretion. Smilebox may obtain a pre-approval from the Payment Method for an amount up to the amount of the order. Based on your subscription terms, billing to your Payment Method may occur on any of the following instances: (i) at the beginning of your subscription term, (ii) at the expiration of a trial period, or (iii) upon renewal of a subscription. Please check with your applicable Payment Method provider regarding any policies they have concerning online purchases. If a purchase has been declined online due to Payment Method issues, please check with your Payment Method provider.

Smilebox will assess an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month if your payment is more than 30 days past due. That amount is also due immediately. You are responsible and liable for any fees, including attorney and collection fees, that Smilebox may incur in its efforts to collect any remaining balances from you. You also agree that you will be billed for and will pay any outstanding balances if you cancel the Services, or if the Services are terminated. You agree to notify Smilebox about any billing problems or discrepancies within 30 days after they first appear on your account statement. If you do not bring them to Smilebox attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies.

2. Your Right to Cancel Club Smilebox Services

You may cancel the Services at any time. You will not receive any refund or partial refund for any charges already billed to your account, unless otherwise specified in writing in a subscription offer. In the event you signed up for a minimum commitment period, you will be responsible for all charges for the entire minimum commitment period. You may cancel the Services by visiting Smilebox Customer Support at http://support.smilebox.com and provide to Smilebox: (1) your request to cancel your Club Smilebox membership; (2) your Smilebox account email address; (3) your reason for canceling; we may ask you to provide us with certain additional relevant information for security and verification purposes. You understand and agree that cancellation of your subscription is your sole right and remedy with respect to any dispute with Smilebox. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Smilebox enforcement or application of this Agreement; (2) any policy or practice of Smilebox including the Smilebox Privacy Policy, EULA, or Smilebox enforcement or application of these policies; (3) the Content available through the Software or the Internet or any change in the Content provided through the Software; (4) your ability to access and/or use the Content; (5) your recipient's ability to access and/or view Content you send to them; (6) any Software or Content provided by or through the Software; or (7) the amount or type of fees, applicable taxes, billing methods, or any change to the fees, applicable taxes, or billing methods.

You understand that upon cancellation of the Services, any premium Content that you downloaded during the term of your subscription will revert to basic content; however, based on the Content type, certain premium Content may remain available after such cancellation. Any Content is bound by the terms under which it was provided.

To the extent you were offered with a trial, you must cancel your subscription before the expiration of the trial period in order to avoid charges for your subscription. Please allow up to 2 business days after requesting cancellation to receive a confirmation.

3. Smilebox Right to Terminate or Modify Services

Smilebox may modify the terms of this Agreement or the Services, including but not limited to the price, various subscriptions’ terms, content or nature of the Services, upon notice to you. Smilebox may terminate this Agreement and any Services at any time upon notice to you, provided that you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund at Smilebox sole discretion. Smilebox may provide notice by e-mail or by publishing the changes on its website. This Agreement will automatically terminate if you fail to comply with any terms and conditions hereof and no notice shall be required from Smilebox to effect such termination. Upon any termination of this Agreement (whether by you or Smilebox), you shall immediately discontinue use of the Services. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement, for any reason.

4. Service Use Restrictions

You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. Except as specifically authorized herein, you may not: (i) permit other individuals to use the Services; (ii) modify, translate, distribute or create derivative works of the Services; (iii) rent, lease, transfer, or otherwise transfer rights to the Services; and (iv) remove any proprietary notices or labels on the Services. You may only use the Services for your private, non-commercial use. You may not use the Services in any way to provide, or as part of, any commercial service or application.

You may not attempt to, in conjunction with, any device, software program or service, circumvent technological measures employed to control access to, or the rights in, a Content file. The Service embodies a copy management system required by the laws of the United States, and you may not circumvent or attempt to circumvent this system by any means.

In addition to any other remedies available in equity or law to Smilebox and Smilebox Content suppliers, failure to comply with any of the terms and conditions in this Section 4, Service Use Restrictions, shall immediately terminate your license to the Content and the Services.

5. Personal Information and Privacy

Personal information you provide to Smilebox is governed by the Smilebox Privacy Policy at http://www.smilebox.com/privacy-policy.html. Your election to use the Software and Services indicates your acceptance of the terms of the Smilebox Privacy Policy, so please review it carefully.  If you have questions about our Privacy Policy, please visit Smilebox Customer Support at http://support.smilebox.com.

6. E-mail Notification

To let you know what new Content, Services and other offers, including commercial offers, may be available from time to time, Smilebox will send you e-mail communications describing such Content, Services and offers, and how to get access to them. You agree that as a Service subscriber, Smilebox may send you such e-mail to the address you provided. Because this e-mail is necessary for you to receive the Services, you will receive this e-mail even if you have opted out of receiving other e-mail from Smilebox; if you do not want to receive this e-mail, you may cancel the Services at any time as provided in this Agreement.
Any communication from you to Smilebox through email, must be done through the email address Smilebox has on file.

7. Miscellaneous

These Terms of Use Sale shall be governed by and construed in accordance with the laws of the state of Washington. You agree to submit to the exclusive jurisdiction of the courts of the State of Washington, provided, however, that Smilebox, in its sole discretion, may elect to settle any litigation in any way arising out of or relating to your use of the Service through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be conducted in Seattle, Washington, and judgment on the arbitration award may be entered into in any court having jurisdiction thereof. If any provision(s) of these Terms of Sale are held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Smilebox's failure to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Smilebox in writing. You and Smilebox agree that any lawsuit arising out of or related to the Service must commence within one (1) year after the cause of action arises; otherwise, such cause of action is permanently barred.