Terms of Service
By accessing or using Smetter, a software platform for construction project management (the “Software”), you agree to be bound by this License Agreement (the “Agreement”).
This Agreement governs your use of the Software, sets out the rights and obligations of you as the licensee (the “Licensee”) and SMETTER SOFTWARE - FZCO (the “Company”), and defines the terms under which the Software is licensed.
The Software is available through the Apple App Store, Google Play, and Huawei AppGallery (collectively, the “App Stores”), as well as through the web version available at https://smetter.com (the “Website”).
This Agreement governs your use of the Software, sets out the rights and obligations of you as the licensee (the “Licensee”) and SMETTER SOFTWARE - FZCO (the “Company”), and defines the terms under which the Software is licensed.
The Software is available through the Apple App Store, Google Play, and Huawei AppGallery (collectively, the “App Stores”), as well as through the web version available at https://smetter.com (the “Website”).
1.1. The following terms have the meanings set forth below whenever used in this Agreement.
1.1.1. Administrator means a representative of the Company authorized to assist Licensees with matters relating to the use of the Software. The Administrator acts on behalf of the Company but is not responsible for the actions or omissions of any Licensee or User. The Administrator may be contacted at support@smetter.com.
1.1.2. Software means the Smetter software platform, including its web and mobile applications, which enables the Licensee to manage construction work package documentation and related business processes. The Software includes, without limitation, functionality for creating work packages, recording work progress, and generating reports and analytical information available during the applicable subscription period.
1.1.3. Work Package means an electronic project document created within the Software that contains the planned costs of a construction project, including labor, materials, equipment, taxes, overhead, and other cost items.
1.1.4. Licensee means an individual or legal entity that accepts this Agreement and is granted a license to use the Software. The Licensee represents and warrants that it has the legal capacity and authority, under the laws of the United Arab Emirates, to enter into this Agreement and perform its obligations hereunder.
1.1.5. Acceptance means the Licensee's unconditional acceptance of this Agreement, which occurs upon any of the following:
1.1.5.1. Registering a user account through the Software registration page at app.smetter.com/register; and/or
1.1.5.2. Installing the mobile application and subsequently registering a user account; and/or
1.1.5.3. Paying, in whole or in part, for any Software subscription plan; and/or
1.1.5.4. Performing any other action that reasonably indicates the Licensee's acceptance of this Agreement, including communicating with the Company regarding use of the Software or entering into any agreement governing such use.
1.1.6. User means an individual authorized to access and use the Software on behalf of the Licensee, or, where applicable, an individual using the Software in their own personal capacity. The Licensee may grant access to its employees or other authorized personnel through the Licensee's account. Unless otherwise agreed, the primary administrative User designated by the Licensee is responsible for managing user access and remains responsible for all activities performed through the Licensee's account by authorized Users.
If a User is a minor or otherwise lacks legal capacity under applicable law, their parent, guardian, or other legal representative shall be responsible for that User's use of the Software to the extent required by applicable law.
1.1.7. Content means all intellectual property made available through the Software, including, without limitation, text, graphics, images, photographs, audio, video, software code, databases, and other materials.
1.1.8. Automated Recurring Payment System means the payment service that enables an authorized Licensee to activate automatic renewal of a subscription using a supported payment method.
1.1.9. Recurring Payments means automatic subscription payments processed at recurring intervals until cancelled by the Licensee or otherwise terminated in accordance with this Agreement.
1.2. Any capitalized terms not expressly defined in this Agreement shall be interpreted in accordance with the laws of the United Arab Emirates. Where no applicable legal definition exists, such terms shall be interpreted in accordance with their ordinary commercial meaning and generally accepted business practice.
1.1.1. Administrator means a representative of the Company authorized to assist Licensees with matters relating to the use of the Software. The Administrator acts on behalf of the Company but is not responsible for the actions or omissions of any Licensee or User. The Administrator may be contacted at support@smetter.com.
1.1.2. Software means the Smetter software platform, including its web and mobile applications, which enables the Licensee to manage construction work package documentation and related business processes. The Software includes, without limitation, functionality for creating work packages, recording work progress, and generating reports and analytical information available during the applicable subscription period.
1.1.3. Work Package means an electronic project document created within the Software that contains the planned costs of a construction project, including labor, materials, equipment, taxes, overhead, and other cost items.
1.1.4. Licensee means an individual or legal entity that accepts this Agreement and is granted a license to use the Software. The Licensee represents and warrants that it has the legal capacity and authority, under the laws of the United Arab Emirates, to enter into this Agreement and perform its obligations hereunder.
1.1.5. Acceptance means the Licensee's unconditional acceptance of this Agreement, which occurs upon any of the following:
1.1.5.1. Registering a user account through the Software registration page at app.smetter.com/register; and/or
1.1.5.2. Installing the mobile application and subsequently registering a user account; and/or
1.1.5.3. Paying, in whole or in part, for any Software subscription plan; and/or
1.1.5.4. Performing any other action that reasonably indicates the Licensee's acceptance of this Agreement, including communicating with the Company regarding use of the Software or entering into any agreement governing such use.
1.1.6. User means an individual authorized to access and use the Software on behalf of the Licensee, or, where applicable, an individual using the Software in their own personal capacity. The Licensee may grant access to its employees or other authorized personnel through the Licensee's account. Unless otherwise agreed, the primary administrative User designated by the Licensee is responsible for managing user access and remains responsible for all activities performed through the Licensee's account by authorized Users.
If a User is a minor or otherwise lacks legal capacity under applicable law, their parent, guardian, or other legal representative shall be responsible for that User's use of the Software to the extent required by applicable law.
1.1.7. Content means all intellectual property made available through the Software, including, without limitation, text, graphics, images, photographs, audio, video, software code, databases, and other materials.
1.1.8. Automated Recurring Payment System means the payment service that enables an authorized Licensee to activate automatic renewal of a subscription using a supported payment method.
1.1.9. Recurring Payments means automatic subscription payments processed at recurring intervals until cancelled by the Licensee or otherwise terminated in accordance with this Agreement.
1.2. Any capitalized terms not expressly defined in this Agreement shall be interpreted in accordance with the laws of the United Arab Emirates. Where no applicable legal definition exists, such terms shall be interpreted in accordance with their ordinary commercial meaning and generally accepted business practice.
2.1. Subject to the terms of this Agreement, the Company grants the Licensee a limited, non-exclusive, non-transferable, and revocable license to access and use the Software for its intended purpose. Use of the Software, including downloading the mobile application, creating an account, accessing the Website, or otherwise using any functionality of the Software, constitutes acceptance of this Agreement.
2.2. The current version of this Agreement is publicly available and may be accessed at https://smetter.com/terms-of-service.
2.3. The Licensee acknowledges that an active Internet connection is required for the Software to function properly.
2.4. The Licensee agrees to use the Software in accordance with this Agreement and all applicable laws and regulations.
2.5. The Licensee may not assign, transfer, sublicense, or otherwise make the Software or any rights granted under this Agreement available to any third party, except as expressly permitted by this Agreement.
2.6. The Company may engage third-party service providers to perform obligations under this Agreement. The Company remains responsible for the performance of such obligations to the extent required by applicable law.
2.7. The Licensee is responsible for reviewing the current version of this Agreement from time to time. Continued use of the Software after any changes become effective constitutes acceptance of the revised Agreement. If the Licensee does not agree to the revised Agreement, the Licensee must discontinue use of the Software.
2.8. The Licensee and its Users agree not to exploit any errors, vulnerabilities, or defects in the Software to gain an unfair advantage or for any unauthorized purpose. Any such issues discovered must be reported to the Administrator without undue delay.
2.9. The Licensee is responsible for ensuring that the Software is used lawfully and securely by all Users accessing the Software under the Licensee's account.
2.10. To the fullest extent permitted by applicable law, the Company shall not be liable for any loss of data, data corruption, or other damages resulting from the Licensee's breach of this Agreement.
2.11. The Licensee acknowledges that it is solely responsible for evaluating the suitability of the Software for its intended purposes and for verifying the accuracy, completeness, and usefulness of any information generated by or stored within the Software.
2.12. To install and use the mobile application, the User may be required to maintain an account with the applicable app store, including the Apple App Store, Google Play, or Huawei AppGallery. Account registration and use are governed by the terms and policies of the applicable app store provider.
2.13. The Licensee may access the Software by:
2.13.1. Downloading the mobile application through a supported app store; or
2.13.2. Accessing the Website and signing in using the Licensee's account credentials.
2.14. By creating an account, signing in to, or otherwise using the Software, the User consents to receive electronic communications relating to the Software, including service notifications, account-related messages, and, where permitted by applicable law, promotional communications through the contact information provided by the User.
2.15. The Licensee is solely responsible for the accuracy, completeness, and lawfulness of all information and data submitted to the Software by the Licensee or its Users. The Company is under no obligation to verify such information. The processing of personal data is governed by the Privacy Policy, which forms an integral part of this Agreement and is available at https://smetter.com/privacy.
2.16. The Company may temporarily suspend access to the Software to perform scheduled maintenance, emergency maintenance, or other technical work. Such interruptions shall not constitute a breach of this Agreement and shall not entitle the Licensee to compensation unless otherwise required by applicable law.
2.2. The current version of this Agreement is publicly available and may be accessed at https://smetter.com/terms-of-service.
2.3. The Licensee acknowledges that an active Internet connection is required for the Software to function properly.
2.4. The Licensee agrees to use the Software in accordance with this Agreement and all applicable laws and regulations.
2.5. The Licensee may not assign, transfer, sublicense, or otherwise make the Software or any rights granted under this Agreement available to any third party, except as expressly permitted by this Agreement.
2.6. The Company may engage third-party service providers to perform obligations under this Agreement. The Company remains responsible for the performance of such obligations to the extent required by applicable law.
2.7. The Licensee is responsible for reviewing the current version of this Agreement from time to time. Continued use of the Software after any changes become effective constitutes acceptance of the revised Agreement. If the Licensee does not agree to the revised Agreement, the Licensee must discontinue use of the Software.
2.8. The Licensee and its Users agree not to exploit any errors, vulnerabilities, or defects in the Software to gain an unfair advantage or for any unauthorized purpose. Any such issues discovered must be reported to the Administrator without undue delay.
2.9. The Licensee is responsible for ensuring that the Software is used lawfully and securely by all Users accessing the Software under the Licensee's account.
2.10. To the fullest extent permitted by applicable law, the Company shall not be liable for any loss of data, data corruption, or other damages resulting from the Licensee's breach of this Agreement.
2.11. The Licensee acknowledges that it is solely responsible for evaluating the suitability of the Software for its intended purposes and for verifying the accuracy, completeness, and usefulness of any information generated by or stored within the Software.
2.12. To install and use the mobile application, the User may be required to maintain an account with the applicable app store, including the Apple App Store, Google Play, or Huawei AppGallery. Account registration and use are governed by the terms and policies of the applicable app store provider.
2.13. The Licensee may access the Software by:
2.13.1. Downloading the mobile application through a supported app store; or
2.13.2. Accessing the Website and signing in using the Licensee's account credentials.
2.14. By creating an account, signing in to, or otherwise using the Software, the User consents to receive electronic communications relating to the Software, including service notifications, account-related messages, and, where permitted by applicable law, promotional communications through the contact information provided by the User.
2.15. The Licensee is solely responsible for the accuracy, completeness, and lawfulness of all information and data submitted to the Software by the Licensee or its Users. The Company is under no obligation to verify such information. The processing of personal data is governed by the Privacy Policy, which forms an integral part of this Agreement and is available at https://smetter.com/privacy.
2.16. The Company may temporarily suspend access to the Software to perform scheduled maintenance, emergency maintenance, or other technical work. Such interruptions shall not constitute a breach of this Agreement and shall not entitle the Licensee to compensation unless otherwise required by applicable law.
3.1. The Software enables Users to create and manage construction projects and work packages, record project progress, collaborate with other Users, and generate reports and analytical information relating to construction projects and work packages.
3.2. To create an account, a User must provide a valid email address, telephone number, and name (or display name), together with any other information required during the registration process.
3.3. After creating a project or work package, the User may grant access to other registered Users in accordance with the permissions available within the Software.
3.4. Users access the Software by signing in with their registered email address and password. Users are responsible for maintaining the confidentiality of their account credentials.
3.5. Once signed in, Users may create, modify, and manage information within projects and work packages. Information entered into a project or work package may be accessible to other Users who have been granted access to that project or work package.
3.6. The features, information, and permissions available to a User depend on that User's assigned role and access rights. Certain Users may have permission to view, edit, administer, or otherwise manage projects and work packages.
3.7. The Company processes personal information only as necessary to provide, maintain, secure, and improve the Software and to fulfill its obligations under this Agreement and the Privacy Policy.
3.8. The Software may send Users service-related communications, including email messages, push notifications, security alerts, system notifications, and information about Software updates and new features. Where permitted by applicable law, the Software may also send marketing communications. Users may manage notification preferences within their account settings or unsubscribe from marketing communications using the instructions provided in the relevant communication. Service-related communications that are necessary for the operation or security of the Software cannot be disabled.
3.9. The Licensee is solely responsible for all data, files, documents, communications, and other content submitted to or generated through the Software by the Licensee or its Users ("User Content"). The Company does not review, verify, endorse, or assume responsibility for User Content except as required to provide the Services or as required by applicable law. By submitting User Content, the Licensee grants the Company and its authorized service providers a non-exclusive right to host, store, process, transmit, back up, and otherwise use such User Content solely to provide, maintain, and improve the Software and perform obligations under this Agreement.
3.10. The Company may modify, update, improve, or redesign the Software, including its user interface and functionality, at any time without prior notice, provided that such changes do not materially reduce the core functionality of the Software purchased by the Licensee.
3.2. To create an account, a User must provide a valid email address, telephone number, and name (or display name), together with any other information required during the registration process.
3.3. After creating a project or work package, the User may grant access to other registered Users in accordance with the permissions available within the Software.
3.4. Users access the Software by signing in with their registered email address and password. Users are responsible for maintaining the confidentiality of their account credentials.
3.5. Once signed in, Users may create, modify, and manage information within projects and work packages. Information entered into a project or work package may be accessible to other Users who have been granted access to that project or work package.
3.6. The features, information, and permissions available to a User depend on that User's assigned role and access rights. Certain Users may have permission to view, edit, administer, or otherwise manage projects and work packages.
3.7. The Company processes personal information only as necessary to provide, maintain, secure, and improve the Software and to fulfill its obligations under this Agreement and the Privacy Policy.
3.8. The Software may send Users service-related communications, including email messages, push notifications, security alerts, system notifications, and information about Software updates and new features. Where permitted by applicable law, the Software may also send marketing communications. Users may manage notification preferences within their account settings or unsubscribe from marketing communications using the instructions provided in the relevant communication. Service-related communications that are necessary for the operation or security of the Software cannot be disabled.
3.9. The Licensee is solely responsible for all data, files, documents, communications, and other content submitted to or generated through the Software by the Licensee or its Users ("User Content"). The Company does not review, verify, endorse, or assume responsibility for User Content except as required to provide the Services or as required by applicable law. By submitting User Content, the Licensee grants the Company and its authorized service providers a non-exclusive right to host, store, process, transmit, back up, and otherwise use such User Content solely to provide, maintain, and improve the Software and perform obligations under this Agreement.
3.10. The Company may modify, update, improve, or redesign the Software, including its user interface and functionality, at any time without prior notice, provided that such changes do not materially reduce the core functionality of the Software purchased by the Licensee.
4.1. The Software is offered under several Subscription Plans. Information about the features, limitations, and pricing of each Subscription Plan is available on the Website and within the Software.
4.2. Creating an account is free of charge. Upon registration, the Licensee may be granted access to a free trial or a free Subscription Plan, if available. The features and duration of any trial or free plan are determined by the Company and may be changed or discontinued at any time.
4.3. The Licensee may purchase or upgrade to a paid Subscription Plan at any time using one of the payment methods made available through the Software.
4.4. Subscription Fees are payable in advance for the selected billing period. Unless otherwise specified, Subscription Plans are billed on a monthly or annual basis.
4.5. All Subscription Fees are stated in the applicable currency and are exclusive of taxes unless otherwise indicated. The Licensee is responsible for paying any applicable taxes, duties, or governmental charges imposed in connection with the purchase of a Subscription Plan.
4.6. Payments are processed by Stripe or another authorized third-party payment processor designated by the Company. The Company does not collect or store complete payment card details. Payment processing is subject to the applicable payment processor's terms and privacy policy.
4.7. Access to the paid Subscription Plan is granted after successful authorization of the payment. The applicable Subscription Plan becomes effective immediately upon activation within the Software unless otherwise specified.
4.8. The Company may change Subscription Fees from time to time. Any price changes will apply only to new Subscription Plans or to subsequent renewal periods. Existing prepaid Subscription Plans will not be affected until the next renewal date.
4.9. Unless cancelled before the end of the current billing period, Subscription Plans that include automatic renewal will renew automatically for successive billing periods, and the applicable Subscription Fee will be charged using the selected payment method.
4.10. The Licensee may enable or disable automatic renewal through the account settings or by using any other method made available within the Software. Disabling automatic renewal will prevent future charges but will not affect the current paid Subscription Period.
4.11. If a payment cannot be completed due to insufficient funds, expired payment credentials, refusal by the issuing bank, or any other reason beyond the Company's control, access to paid features may be suspended or terminated until payment is successfully completed.
4.12. Business Licensees acknowledge that Subscription Fees are charged for the right to access and use the Software during the applicable Subscription Period, regardless of the extent of actual use. Except as required by applicable law or expressly provided in this Agreement, Subscription Fees are non-refundable.
4.13. Consumer Licensees, where mandatory consumer protection laws apply, may be entitled to cancellation or refunds as required by applicable law. Nothing in this Agreement limits any non-waivable consumer rights.
4.14. The Licensee may upgrade or downgrade a Subscription Plan at any time, subject to the options made available by the Company. Any changes to pricing or billing resulting from such modification shall become effective at the time specified during the upgrade or downgrade process.
4.15. If the Licensee purchases a Subscription Plan on behalf of a business entity, invoices and other billing documents may be issued electronically using the billing information provided by the Licensee.
4.16. The Company may suspend or terminate access to paid features if payment is overdue, reversed, disputed, or determined to be fraudulent, without prejudice to any other rights or remedies available under this Agreement.
4.2. Creating an account is free of charge. Upon registration, the Licensee may be granted access to a free trial or a free Subscription Plan, if available. The features and duration of any trial or free plan are determined by the Company and may be changed or discontinued at any time.
4.3. The Licensee may purchase or upgrade to a paid Subscription Plan at any time using one of the payment methods made available through the Software.
4.4. Subscription Fees are payable in advance for the selected billing period. Unless otherwise specified, Subscription Plans are billed on a monthly or annual basis.
4.5. All Subscription Fees are stated in the applicable currency and are exclusive of taxes unless otherwise indicated. The Licensee is responsible for paying any applicable taxes, duties, or governmental charges imposed in connection with the purchase of a Subscription Plan.
4.6. Payments are processed by Stripe or another authorized third-party payment processor designated by the Company. The Company does not collect or store complete payment card details. Payment processing is subject to the applicable payment processor's terms and privacy policy.
4.7. Access to the paid Subscription Plan is granted after successful authorization of the payment. The applicable Subscription Plan becomes effective immediately upon activation within the Software unless otherwise specified.
4.8. The Company may change Subscription Fees from time to time. Any price changes will apply only to new Subscription Plans or to subsequent renewal periods. Existing prepaid Subscription Plans will not be affected until the next renewal date.
4.9. Unless cancelled before the end of the current billing period, Subscription Plans that include automatic renewal will renew automatically for successive billing periods, and the applicable Subscription Fee will be charged using the selected payment method.
4.10. The Licensee may enable or disable automatic renewal through the account settings or by using any other method made available within the Software. Disabling automatic renewal will prevent future charges but will not affect the current paid Subscription Period.
4.11. If a payment cannot be completed due to insufficient funds, expired payment credentials, refusal by the issuing bank, or any other reason beyond the Company's control, access to paid features may be suspended or terminated until payment is successfully completed.
4.12. Business Licensees acknowledge that Subscription Fees are charged for the right to access and use the Software during the applicable Subscription Period, regardless of the extent of actual use. Except as required by applicable law or expressly provided in this Agreement, Subscription Fees are non-refundable.
4.13. Consumer Licensees, where mandatory consumer protection laws apply, may be entitled to cancellation or refunds as required by applicable law. Nothing in this Agreement limits any non-waivable consumer rights.
4.14. The Licensee may upgrade or downgrade a Subscription Plan at any time, subject to the options made available by the Company. Any changes to pricing or billing resulting from such modification shall become effective at the time specified during the upgrade or downgrade process.
4.15. If the Licensee purchases a Subscription Plan on behalf of a business entity, invoices and other billing documents may be issued electronically using the billing information provided by the Licensee.
4.16. The Company may suspend or terminate access to paid features if payment is overdue, reversed, disputed, or determined to be fraudulent, without prejudice to any other rights or remedies available under this Agreement.
5.1. The Licensee agrees that registration of an account, signing in to the Software, acceptance of this Agreement, purchase or renewal of a Subscription Plan, clicking acceptance buttons, submitting requests, and any other actions performed through the Licensee's account or by an authorized User constitute valid electronic communications and legally binding expressions of the Licensee's intent.
5.2. The Licensee agrees that electronic records, notices, communications, and confirmations exchanged through the Software, by email, or by other electronic means may satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
5.3. The Licensee is responsible for maintaining the confidentiality of all account credentials, including usernames, passwords, authentication codes, and other security credentials used to access the Software. The Licensee is responsible for all activities performed through its account unless unauthorized access results solely from the Company's negligence or willful misconduct.
5.4. If the Licensee or any User becomes aware of unauthorized access to an account, loss of credentials, or any suspected security incident, the Licensee shall promptly notify the Company and take all reasonable steps to prevent further unauthorized access.
5.5. Where a User accesses or uses the Software on behalf of a legal entity or other organization, that User represents and warrants that they are authorized to act on behalf of the Licensee. All actions performed through the Licensee's account by such User shall be deemed to have been authorized by the Licensee unless the Licensee has previously notified the Company otherwise.
5.2. The Licensee agrees that electronic records, notices, communications, and confirmations exchanged through the Software, by email, or by other electronic means may satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.
5.3. The Licensee is responsible for maintaining the confidentiality of all account credentials, including usernames, passwords, authentication codes, and other security credentials used to access the Software. The Licensee is responsible for all activities performed through its account unless unauthorized access results solely from the Company's negligence or willful misconduct.
5.4. If the Licensee or any User becomes aware of unauthorized access to an account, loss of credentials, or any suspected security incident, the Licensee shall promptly notify the Company and take all reasonable steps to prevent further unauthorized access.
5.5. Where a User accesses or uses the Software on behalf of a legal entity or other organization, that User represents and warrants that they are authorized to act on behalf of the Licensee. All actions performed through the Licensee's account by such User shall be deemed to have been authorized by the Licensee unless the Licensee has previously notified the Company otherwise.
6.1. To the fullest extent permitted by applicable law, the Software and the Services are provided on an "as is" and "as available" basis. The Company makes no warranties or representations, whether express, implied, statutory, or otherwise, regarding the availability, reliability, accuracy, completeness, or fitness of the Software for any particular purpose.
6.2. The Company will use commercially reasonable efforts to maintain the availability and security of the Software. However, the Company does not guarantee that the Software will operate uninterrupted, error-free, or without delays.
6.3. The Licensee is solely responsible for determining whether the Software is suitable for its intended use and for independently verifying any data, calculations, reports, or other information generated through the Software before relying upon or using such information for business, legal, financial, engineering, or other purposes.
6.4. To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings arising out of or relating to the use of, or inability to use, the Software, even if the Company has been advised of the possibility of such damages.
6.5. The Company shall not be liable for any delay, interruption, failure, or degradation of the Software resulting from circumstances beyond its reasonable control, including failures of telecommunications networks, Internet service providers, cloud infrastructure providers, power supply, cyberattacks, malicious software, distributed denial-of-service (DDoS) attacks, or other actions of third parties.
6.6. The Licensee is solely responsible for ensuring that its use of the Software complies with all applicable laws and regulations. The Company does not monitor or control the legality of the Licensee's activities or the content created, uploaded, or stored through the Software. Where required by applicable law or pursuant to a valid request from a competent governmental or judicial authority, the Company may cooperate with such authorities in accordance with applicable law.
6.7. To the fullest extent permitted by applicable law, the Company's aggregate liability arising out of or relating to this Agreement shall not exceed the total Subscription Fees actually paid by the Licensee to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.
6.2. The Company will use commercially reasonable efforts to maintain the availability and security of the Software. However, the Company does not guarantee that the Software will operate uninterrupted, error-free, or without delays.
6.3. The Licensee is solely responsible for determining whether the Software is suitable for its intended use and for independently verifying any data, calculations, reports, or other information generated through the Software before relying upon or using such information for business, legal, financial, engineering, or other purposes.
6.4. To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings arising out of or relating to the use of, or inability to use, the Software, even if the Company has been advised of the possibility of such damages.
6.5. The Company shall not be liable for any delay, interruption, failure, or degradation of the Software resulting from circumstances beyond its reasonable control, including failures of telecommunications networks, Internet service providers, cloud infrastructure providers, power supply, cyberattacks, malicious software, distributed denial-of-service (DDoS) attacks, or other actions of third parties.
6.6. The Licensee is solely responsible for ensuring that its use of the Software complies with all applicable laws and regulations. The Company does not monitor or control the legality of the Licensee's activities or the content created, uploaded, or stored through the Software. Where required by applicable law or pursuant to a valid request from a competent governmental or judicial authority, the Company may cooperate with such authorities in accordance with applicable law.
6.7. To the fullest extent permitted by applicable law, the Company's aggregate liability arising out of or relating to this Agreement shall not exceed the total Subscription Fees actually paid by the Licensee to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.
7.1. The Company shall use commercially reasonable administrative, technical, and organizational measures to protect the confidentiality of the Licensee's Confidential Information and User Content that is processed or stored through the Software.
7.2. For the purposes of this Agreement, Confidential Information includes any non-public information submitted to or stored within the Software by the Licensee or its Users, including, without limitation, projects, work packages, cost estimates, pricing information, documents, files, reports, and other business information.
7.3. Except as expressly permitted by this Agreement or required by applicable law, the Company will not disclose the Licensee's Confidential Information to any third party without the Licensee's consent. The Company may disclose such information to its employees, affiliates, contractors, cloud service providers, and other authorized service providers solely to the extent necessary to provide, maintain, secure, or improve the Services, provided that such persons or entities are subject to appropriate confidentiality obligations.
7.4. The Licensee is responsible for maintaining the confidentiality of its account credentials and for ensuring that only authorized Users have access to the Software. The Licensee is responsible for all activities performed through its account.
7.5. The Company may disclose Confidential Information or User Content only to the extent required:
7.5.1. with the Licensee's prior authorization;
7.5.2. to provide the Services requested by the Licensee;
7.5.3. to comply with applicable law, a valid court order, or a lawful request from a competent governmental or regulatory authority;
7.5.4. to investigate, prevent, or respond to fraud, security incidents, or violations of this Agreement;
7.5.5. to protect the rights, property, or safety of the Company, its Users, or third parties, where disclosure is permitted or required by applicable law.
7.6. Nothing in this Section limits the Company's processing of personal data in accordance with the Privacy Policy, which forms an integral part of this Agreement.
7.2. For the purposes of this Agreement, Confidential Information includes any non-public information submitted to or stored within the Software by the Licensee or its Users, including, without limitation, projects, work packages, cost estimates, pricing information, documents, files, reports, and other business information.
7.3. Except as expressly permitted by this Agreement or required by applicable law, the Company will not disclose the Licensee's Confidential Information to any third party without the Licensee's consent. The Company may disclose such information to its employees, affiliates, contractors, cloud service providers, and other authorized service providers solely to the extent necessary to provide, maintain, secure, or improve the Services, provided that such persons or entities are subject to appropriate confidentiality obligations.
7.4. The Licensee is responsible for maintaining the confidentiality of its account credentials and for ensuring that only authorized Users have access to the Software. The Licensee is responsible for all activities performed through its account.
7.5. The Company may disclose Confidential Information or User Content only to the extent required:
7.5.1. with the Licensee's prior authorization;
7.5.2. to provide the Services requested by the Licensee;
7.5.3. to comply with applicable law, a valid court order, or a lawful request from a competent governmental or regulatory authority;
7.5.4. to investigate, prevent, or respond to fraud, security incidents, or violations of this Agreement;
7.5.5. to protect the rights, property, or safety of the Company, its Users, or third parties, where disclosure is permitted or required by applicable law.
7.6. Nothing in this Section limits the Company's processing of personal data in accordance with the Privacy Policy, which forms an integral part of this Agreement.
8.1. The Software, the Services, the Website, and all related intellectual property, including without limitation the software, source code, object code, databases, user interface, design, text, graphics, images, documentation, trademarks, logos, and other materials made available by the Company (collectively, the "Company IP") are owned by or licensed to the Company and are protected by applicable intellectual property laws.
8.2. Subject to this Agreement, the Company grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software solely for the Licensee's internal business purposes during the applicable Subscription Period.
8.3. Except to the extent expressly permitted by applicable law or this Agreement, the Licensee shall not, and shall not permit any third party to:
8.3.1. copy, reproduce, distribute, modify, translate, or create derivative works of the Software;
8.3.2. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or architecture of the Software;
8.3.3. sell, sublicense, lease, assign, transfer, or otherwise make the Software available to any third party;
8.3.4. circumvent or interfere with any security measures or technical restrictions implemented within the Software;
8.3.5. use the Software in violation of applicable law or the intellectual property rights of any third party.
8.4. As between the Company and the Licensee, the Licensee retains all ownership rights in and to its User Content. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement transfers ownership of User Content to the Company.
8.5. The Licensee grants the Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, back up, display, and otherwise use User Content solely as necessary to provide, maintain, secure, support, and improve the Services and to perform the Company's obligations under this Agreement.
8.6. If the Licensee or any User voluntarily provides the Company with suggestions, comments, enhancement requests, or other feedback relating to the Software or the Services ("Feedback"), the Company may use, modify, incorporate, and otherwise exploit such Feedback without restriction and without any obligation to provide compensation or attribution.
8.7. The Company may generate and use aggregated and anonymized information derived from the use of the Software for analytics, service improvement, performance monitoring, benchmarking, and other legitimate business purposes, provided that such information does not identify the Licensee or any individual User.
8.8. If any person believes that content available through the Software infringes their intellectual property rights, they may submit a written notice to the Company at support@smetter.com, together with information reasonably sufficient to identify the allegedly infringing material and evidence of the claimant's authority and rights.
8.9. Upon receipt of a sufficiently substantiated notice, the Company may, in its sole discretion and as appropriate under applicable law, investigate the claim and remove, disable access to, or otherwise restrict the allegedly infringing content while the matter is being reviewed.
8.2. Subject to this Agreement, the Company grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software solely for the Licensee's internal business purposes during the applicable Subscription Period.
8.3. Except to the extent expressly permitted by applicable law or this Agreement, the Licensee shall not, and shall not permit any third party to:
8.3.1. copy, reproduce, distribute, modify, translate, or create derivative works of the Software;
8.3.2. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or architecture of the Software;
8.3.3. sell, sublicense, lease, assign, transfer, or otherwise make the Software available to any third party;
8.3.4. circumvent or interfere with any security measures or technical restrictions implemented within the Software;
8.3.5. use the Software in violation of applicable law or the intellectual property rights of any third party.
8.4. As between the Company and the Licensee, the Licensee retains all ownership rights in and to its User Content. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement transfers ownership of User Content to the Company.
8.5. The Licensee grants the Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, back up, display, and otherwise use User Content solely as necessary to provide, maintain, secure, support, and improve the Services and to perform the Company's obligations under this Agreement.
8.6. If the Licensee or any User voluntarily provides the Company with suggestions, comments, enhancement requests, or other feedback relating to the Software or the Services ("Feedback"), the Company may use, modify, incorporate, and otherwise exploit such Feedback without restriction and without any obligation to provide compensation or attribution.
8.7. The Company may generate and use aggregated and anonymized information derived from the use of the Software for analytics, service improvement, performance monitoring, benchmarking, and other legitimate business purposes, provided that such information does not identify the Licensee or any individual User.
8.8. If any person believes that content available through the Software infringes their intellectual property rights, they may submit a written notice to the Company at support@smetter.com, together with information reasonably sufficient to identify the allegedly infringing material and evidence of the claimant's authority and rights.
8.9. Upon receipt of a sufficiently substantiated notice, the Company may, in its sole discretion and as appropriate under applicable law, investigate the claim and remove, disable access to, or otherwise restrict the allegedly infringing content while the matter is being reviewed.
9.1. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of laws principles.
9.2. The Parties shall use good faith efforts to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through negotiations before commencing legal proceedings.
9.3. A Party seeking to resolve a dispute shall first provide written notice to the other Party describing the nature of the dispute. Unless otherwise required by applicable law, the receiving Party shall respond within thirty (30) calendar days.
9.4. If the Parties are unable to resolve the dispute through negotiations within thirty (30) calendar days after receipt of the notice, either Party may refer the dispute to the competent courts of Dubai, United Arab Emirates, which shall have exclusive jurisdiction, unless mandatory provisions of applicable law require otherwise.
9.5. If multiple individuals or entities claim ownership or administrative control of the same Licensee account, the Company may temporarily suspend administrative changes to the account while investigating the dispute.
9.6. Any person claiming ownership of an account must submit a written request to the Company together with information and supporting documentation reasonably demonstrating their authority or ownership rights.
9.7. In determining account ownership or administrative control, the Company may consider any information it reasonably considers relevant, including:
9.7.1. the identity of the legal entity on whose behalf the account was created or used;
9.7.2. payment history for the applicable Subscription Plans;
9.7.3. the email domains associated with the account;
9.7.4. the identity of the account administrator and authorized Users;
9.7.5. contractual or employment relationships between the parties involved;
9.7.6. trademarks, trade names, or other identifying information associated with the account;
9.7.7. any final judgment or legally binding order issued by a competent court or governmental authority;
9.7.8. any other information that reasonably demonstrates ownership or legitimate authority over the account.
9.8. The Company may request additional information or documentation from any claimant or from the current account administrator before making a decision regarding account ownership or administrative control.
9.9. The Company may transfer administrative control of an account where it reasonably determines that another person or entity is the legitimate owner of the account or where required by applicable law or a binding court order.
9.10. The Company shall not be liable for any decision regarding account ownership or account administration made in good faith on the basis of the information and documentation available at the time of the decision, unless such liability cannot be excluded under applicable law.
9.11. Nothing in this Agreement limits the right of any Party to seek interim or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect that Party's rights pending final resolution of a dispute.
9.12. This Agreement constitutes the complete and binding English-language agreement between the Parties. If the Company provides translations of this Agreement for convenience, the English version shall prevail in the event of any inconsistency..
9.2. The Parties shall use good faith efforts to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through negotiations before commencing legal proceedings.
9.3. A Party seeking to resolve a dispute shall first provide written notice to the other Party describing the nature of the dispute. Unless otherwise required by applicable law, the receiving Party shall respond within thirty (30) calendar days.
9.4. If the Parties are unable to resolve the dispute through negotiations within thirty (30) calendar days after receipt of the notice, either Party may refer the dispute to the competent courts of Dubai, United Arab Emirates, which shall have exclusive jurisdiction, unless mandatory provisions of applicable law require otherwise.
9.5. If multiple individuals or entities claim ownership or administrative control of the same Licensee account, the Company may temporarily suspend administrative changes to the account while investigating the dispute.
9.6. Any person claiming ownership of an account must submit a written request to the Company together with information and supporting documentation reasonably demonstrating their authority or ownership rights.
9.7. In determining account ownership or administrative control, the Company may consider any information it reasonably considers relevant, including:
9.7.1. the identity of the legal entity on whose behalf the account was created or used;
9.7.2. payment history for the applicable Subscription Plans;
9.7.3. the email domains associated with the account;
9.7.4. the identity of the account administrator and authorized Users;
9.7.5. contractual or employment relationships between the parties involved;
9.7.6. trademarks, trade names, or other identifying information associated with the account;
9.7.7. any final judgment or legally binding order issued by a competent court or governmental authority;
9.7.8. any other information that reasonably demonstrates ownership or legitimate authority over the account.
9.8. The Company may request additional information or documentation from any claimant or from the current account administrator before making a decision regarding account ownership or administrative control.
9.9. The Company may transfer administrative control of an account where it reasonably determines that another person or entity is the legitimate owner of the account or where required by applicable law or a binding court order.
9.10. The Company shall not be liable for any decision regarding account ownership or account administration made in good faith on the basis of the information and documentation available at the time of the decision, unless such liability cannot be excluded under applicable law.
9.11. Nothing in this Agreement limits the right of any Party to seek interim or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect that Party's rights pending final resolution of a dispute.
9.12. This Agreement constitutes the complete and binding English-language agreement between the Parties. If the Company provides translations of this Agreement for convenience, the English version shall prevail in the event of any inconsistency..
10.1. The Company may amend or update this Agreement from time to time. The revised version will indicate its effective date and will become effective upon publication on the Website or within the Software, unless otherwise specified. Continued use of the Software after the effective date of the revised Agreement constitutes acceptance of the updated terms.
10.2. The Company may suspend or terminate the Licensee's access to the Software immediately upon notice if the Licensee materially breaches this Agreement or uses the Software in violation of applicable law. The Company may also terminate inactive accounts that have not been accessed for six (6) consecutive months, provided that reasonable prior notice is given where practicable.
10.3. The Licensee may terminate this Agreement at any time by discontinuing use of the Software and cancelling any active Subscription Plan. Unless otherwise required by applicable law or expressly provided in this Agreement, Subscription Fees already paid are non-refundable.
10.4. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
10.5. This Agreement constitutes the entire agreement between the Company and the Licensee regarding the Software and supersedes all prior or contemporaneous agreements, communications, and understandings relating to its subject matter.
10.6. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other rights under this Agreement.
10.7. The Licensee may not assign or transfer this Agreement, in whole or in part, without the Company's prior written consent. The Company may assign this Agreement, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.8. Any provisions of this Agreement that by their nature are intended to survive termination, including provisions relating to intellectual property, confidentiality, payment obligations, limitation of liability, and dispute resolution, shall survive the termination or expiration of this Agreement.
10.9. Any questions, notices, or communications regarding this Agreement or the operation of the Software may be directed to the Company's support team at support@smetter.com.
10.2. The Company may suspend or terminate the Licensee's access to the Software immediately upon notice if the Licensee materially breaches this Agreement or uses the Software in violation of applicable law. The Company may also terminate inactive accounts that have not been accessed for six (6) consecutive months, provided that reasonable prior notice is given where practicable.
10.3. The Licensee may terminate this Agreement at any time by discontinuing use of the Software and cancelling any active Subscription Plan. Unless otherwise required by applicable law or expressly provided in this Agreement, Subscription Fees already paid are non-refundable.
10.4. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
10.5. This Agreement constitutes the entire agreement between the Company and the Licensee regarding the Software and supersedes all prior or contemporaneous agreements, communications, and understandings relating to its subject matter.
10.6. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other rights under this Agreement.
10.7. The Licensee may not assign or transfer this Agreement, in whole or in part, without the Company's prior written consent. The Company may assign this Agreement, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.8. Any provisions of this Agreement that by their nature are intended to survive termination, including provisions relating to intellectual property, confidentiality, payment obligations, limitation of liability, and dispute resolution, shall survive the termination or expiration of this Agreement.
10.9. Any questions, notices, or communications regarding this Agreement or the operation of the Software may be directed to the Company's support team at support@smetter.com.
SMETTER SOFTWARE - FZCO
Incorporated in Dubai Silicon Oasis as a FZCO with limited liability
Registration number 72957
Commercial license number 74959
Address
Premises No.: DSO-IFZA
Building Name: IFZA Properties
Area Name: Dubai Silicon Oasis
The United Arab Emirates
E-mail address: support@smetter.com
Incorporated in Dubai Silicon Oasis as a FZCO with limited liability
Registration number 72957
Commercial license number 74959
Address
Premises No.: DSO-IFZA
Building Name: IFZA Properties
Area Name: Dubai Silicon Oasis
The United Arab Emirates
E-mail address: support@smetter.com
