Terms and Conditions, SmileUp! Charitable Foundation

Terms and Conditions

Thank you for visiting the website of Smile Up Charitable Foundation, Inc. (together with any other services or products offered by Smile Up Charitable Foundation, Inc., the “Site”). Your use of the information, materials, text, images, any applications (including mobile applications) and any other content on the Site (Collectively, the “Service”) is subject to these Terms and Conditions (“Terms and Conditions”), which Smile Up Charitable Foundation, Inc. (“SmileUp!”, “Smile Up”, “Company”, “we”, “our”, or “us”) may revise from time to time without notice. Please read them carefully, as they may have changed since your last visit. BY ACCESSING ANY PORTION OF THE SITE OR ANY MOBILE APPLICATION, OR BY USING THE SERVICE, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE, OR HAVE REACHED THE AGE OF MAJORITY WHERE YOU RESIDE, OR THAT YOU HAVE REVIEWED THESE TERMS OF USE WITH YOUR PARENT OR LEGAL GUARDIAN AND THAT HE OR SHE AGREE TO THESE TERMS ON YOUR BEHALF AND TAKE FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THEM. IF YOU ARE UNDER 18 YEARS OF AGE, YOU UNDERSTAND THAT YOU CANNOT LATER VOID THIS AGREEMENT AND YOUR PARENTS OR LEGAL GUARDIAN WILL BE HELD RESPONSIBLE FOR YOUR ACTIONS AND ANY OBLIGATIONS YOU HAVE INCURRED THROUGH THE USE OF THE SITE. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. WE WILL INFORM YOU REGARDING ANY MODIFICATIONS BY EITHER NOTIFYING YOU VIA YOUR DESIGNATED EMAIL ADDRESS OR BY POSTING THE CHANGES ON THE SITE.

Other Policies
Our Privacy Policy, the most recent version of which may be viewed on the Site (the “Privacy Policy”) is hereby incorporated into these Terms and Conditions and made a part hereof. Please read our Privacy Policy carefully, as the terms and conditions are subject to change in accordance with the terms and conditions thereof. To the extent of any conflict among these Terms and Conditions and the Privacy Policy, the following terms and conditions shall govern and control in the following order: (a) the Privacy Policy, and (b) these Term and Conditions.

Use of Content.
The text, images, data, illustrations, files, audio and video clips, designs, documents, and other materials and content (collectively, the “Content”) on the Site is Smile Up’s property and may be protected by copyright and other restrictions. Copyrights and other proprietary rights in the Content may also be owned by parties other than SmileUp!. You may not copy, modify, distribute or otherwise use any of the Content, except for your personal, noncommercial use. Please note that we may withdraw any Content from the Site at any time in our sole discretion.

User Warranty.
By downloading, printing, or otherwise using any of the Content, you agree that you will (a) restrict your use of such Content to personal and non-commercial use; (b) comply with all of these Terms and Conditions, and (c) not violate the rights of SmileUp! or any other person or entity. We do not warrant that use of any of the Content will not infringe the rights of third parties.

Commercial Use is Restricted.
Unauthorized commercial publication or exploitation of text, images, documents, materials or any other Content is prohibited without our express written consent. If you wish to use any of the Content for commercial use, publication, or any purpose other than as authorized by the Site, you must obtain our written permission prior to such use. We may, in our sole discretion, grant permission for such use on a case-by-case basis and we may charge a usage fee for such use.

User Accounts.
In order to access certain portions of the Service or areas of the Site, you may be required to create a user account and login (a “User Account”). You may never use another party’s User Account without such party’s express written authorization. You agree that all information which you provide through the any portion of the Site in connection with creating your User Account or otherwise is current, accurate and complete. You are solely responsible for all activity that occurs with respect to your User Account. You are solely responsible for maintaining the confidentiality of your User Account and keeping the username and password to your User Account secure. You agree to notify us immediately of any security breach or unauthorized use of your User Account. We will not be liable for any costs, losses, claims or damages that you or any third party incur which are directly or indirectly caused by any unauthorized use of your User Account.

Trademarks.
Names, titles, trademarks, service marks, and logos (collectively, the “Trademarks”) displayed on the Site are our registered and/or unregistered common law trademarks or those of third parties. Nothing contained on the Site should be construed as granting, by implication or otherwise, any license or right to use any Trademark displayed on the Site without our express written permission or that of the appropriate third party that owns the Trademark. Except as permitted by these Terms and Conditions, any unauthorized use of the Trademarks is prohibited.

Digital Millennium Copyright Agent.
For purposes of the Digital Millennium Copyright Act (“DMCA”) we have designated an agent for notices of claimed infringement. If you have any objections governed by the DMCA, please contact us as set forth in the paragraph below entitled “Contact Information” below.

Minors.
The Service is only available only to, and may only be used by, individuals who are 13 years and older. Individuals under the age of 13 can use the Service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities. Visitors of this Site who are California residents and are under 18 years of age may request and obtain removal of any Content in which they authored by emailing us at info@smileupfoundation.org. Please note that any requests for removal do not ensure complete or comprehensive removal of the content or information from the Site.

FTC Disclosure Policy
The Federal Trade Commission requires SmileUp! to disclose any relationship we may have with any person or entity that provides something of value in connection with any endorsements of SmileUp!. The views and opinions expressed on the Site are purely our views and opinions or those of SmileUp! or the users of SmileUp! who maintain User Accounts. If we claim or appear to be an expert on a certain topic or product or service area, we will only endorse such products or services that we believe, based on our expertise, are worthy of such endorsement. and we shall not be compensated for such endorsement.

Fraud Protection
As part of our order processing procedures. we may screen Site activity for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to provide services due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may contact you at the phone number or email address you provided. We also reserve the right to cancel any User Accounts or refuse to provide services to certain addresses due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.

Links to Third Party, Websites and Employee E-Mail Addresses
The Site may contain links to third party websites. The linked sites are not under Smile Up’s control and we are not responsible for the contents of any linked website. These links are provided as a convenience only and shall not be construed as our endorsement of, sponsorship of, or affiliation with a linked website. The Site may also contain links to the e-mail addresses of various employees or other service providers for purposes of feedback and communication regarding SmileUp! and our products and services. By clicking on a link to an employee’s or other service provider’s e-mail address, you leave the Site and enter into an area which these Terms and Conditions do not govern. We assume no responsibility or liability with respect to your entering such area.

Links to the Site
If you arrive at the Site from a third party link, please note that such link to or solicitation for the Site does not imply a relationship with, or endorsement of, the third party website or its content, purpose, policies or practices.

Non-Malicious Use
You agree not to use or launch any automated system, including without limitation, ‘robots, spiders or “offline readers”, that accesses the Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including names or other information related to User Accounts, from the Site, nor to use the communication systems provided by SmileUp!, for any commercial solicitation purposes. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use the Site or the Content.

User Submissions
You agree that any information you provide through the Site (“User Content”) will be truthful, accurate and complete. All information that you submit to us through the Site shall be deemed and remain our property and we may use, for any purpose, any ideas, concepts, know-how or techniques contained in such information. We have no obligations regarding such information or otherwise specifically agreed to in a separate writing or required by law. You acknowledge and agree that you will not provide any User Content to us that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another person or entity. By uploading the User Content. you hereby grant SmileUp! and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use the User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains your name, image or likeness, you hereby release and hold harmless SmileUp! and its contractors and employees, from (i) all claims for invasion of privacy, publicity or libel; (ii) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of your name, image or likeness, and (iii) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. You waive any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of your User Content (including your name, image or likeness). Further, if any person (other than you) appears in your User Content, you represent and warrant that you have secured all necessary licenses, waivers and releases from such person(s) for the benefit of SmileUp! in a manner fully consistent with the licenses, waivers and releases set forth above. You further acknowledge that your participation in the Services and submission of User Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or SmileUp! exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services. You further acknowledge and agree that SmileUp! may preserve User Content and disclose User Content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, applicable laws or government requests: (b) enforce these Terms of Service, (c) respond to claims that any content violates the rights of third parties, or (d) protect the rights, property, or personal safety of SmileUp!, its users or the public. By using this Site, all Users consent to Smile Up’s inclusion of such User Content in Smile Up’s marketing and advertising materials.

Limited Access
From time to time, the Site may be inaccessible or inoperable for any reason, including equipment malfunctions, updates, maintenance and repairs and causes beyond our control or those that are not reasonably foreseeable.

WARRANTY DISCLAIMERS.
THE INFORMATION AND DESCRIPTIONS CONTAINED ON THE SITE ARE NOT INTENDED TO BE COMPLETE DESCRIPTIONS OF ALL TERMS, EXCLUSIONS AND CONDITIONS APPLICABLE TO EVERY PRODUCT OR SERVICE WE OFFER BUT ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE CONTENT ON THE SITE IS SUITABLE FOR YOUR NEEDS, IS COMPLETE, TIMELY OR RELIABLE. ALL TEXT, IMAGES AND OTHER CONTENT ON THE SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND/OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL CODE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED AND YOU HEREBY ACKNOWLEDGE THAT SUCH DOWNTIME MAY AFFECT YOU OR YOUR PARTICIPATION.

GENERAL DISCLAIMERS.
SMILE UP ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR A) ANY ERRORS OR OMISSIONS IN THE CONTENT, (B) DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE SITE OR YOUR DOWNLOADING OF ANY TEXT, IMAGES OR OTHER CONTENT FROM THE SITE, OR (C) ANY DAMAGE ARISING IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR LINE OR SYSTEM FAILURE.

LIMITATION OF LIABILITY.
SMILE UP, ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, COMPENSATORY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (EVEN IF SMILE UP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE USE OF, RELIANCE ON OR INABILITY TO USE THE SITE OR THE CONTENT OR SERVICES PROVIDED ON OR RECEIVED FROM THE SITE. PLEASE NOTE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

Indemnity
You agree to indemnify and hold SmileUp!, our managers, members, officers, employees, agents and representatives harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees and costs. due to or arising out of a) your use of the Site, b) your breach of these Terms and Conditions, or (c) your violation of any third party right.

20. Release.
You release SmileUp! and our managers, officers, member(s), employees, agents, representatives and licensors from any and all claims, demands, losses and damages of every kind and nature, whether known or unknown, arising out of or in any way relating to the Site, your use of the Site (which includes, for the avoidance of doubt, the website and any mobile applications), other users’ use of the Site and any dispute or defense you have or claim to have against us or one or more users of the Site.

21. Reservation of Rights.
We specifically reserve all rights that we do not expressly grant in these Terms and Conditions. Nothing on the Site or in these Terms and Conditions grants any right or license to use any property of any third party.

Contact Information.
If you wish to contact us regarding (a) information on our products and services, (b) permission to reproduce or use any Content, (c) notices of claimed infringement under the DMCA, or (d) any other reason, please contact (the “Copyright Agent”):

SMILE UP CHARITABLE FOUNDATION, INC.

2295 Towne Lake Parkway, Ste. 116-214, Woodstock GA 30189

Telephone – 714-872-0525

E-mail: info@smileupfoundation.org

For clarity, only DMCA notices should go to the Copyright Agent: any other feedback, comments, requests for technical support, and other communications should be directed to our SmileUp! Customer Service through info@smileupfoundation.org. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. We provide this contact information for purposes of the DMCA only and reserve the right to respond only to communication that is relevant for this purpose.

Termination.
SmileUp! reserves the right to discontinue any aspect of the Site at any time.

Severance and Waiver.
You acknowledge and agree that in the event any provision of these Terms and Conditions is held by a court to be invalid, unlawful, or unenforceable, the validity, legality, and/or enforceability of the remaining provisions contained in these Terms and Conditions will not in any way be affected or impaired. Our failure to exercise or enforce any right or provision under these Terms and Conditions will not constitute a waiver of such right or provision by us.

Venue and Choice of Law.
You acknowledge and agree that: (a) the Site shall be deemed solely based in Georgia: and (b) the Site shall be deemed a passive site that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Georgia. These Terms and Conditions are governed by the laws of the State of Georgia, without regard to its conflicts of laws principles. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to these Terms and Conditions or the Site shall be settled by binding arbitration in Atlanta, Georgia. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The party seeking to initiate arbitration must notify the adverse party in writing of a Demand for Arbitration. If the parties cannot mutually agree on an acceptable arbitrator within twenty days after the adverse party has received the Demand for Arbitration from the initiating party, the parties shall submit a joint-request for arbitration to the American Arbitration Association (“AAA’), and shall allow the AAA to select the arbitrator. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by a panel of three arbitrators each experienced in commercial contract disputes for at least seven years and each having presided over at least five previous arbitration matters, and shall include a written record of the arbitration hearing. The parties reserve the right to object to any potential arbitrator who is employed by or affiliated with a competing organization or entity thereby resulting in a conflict-of-interest. An award of arbitration may be confirmed in a court of the State of Georgia, and in the event of noncompliance with the arbitration ruling, the prevailing party may seek to enforce the arbitration decision in the Georgia courts.

Timing of a Claim.
YOU AND US AGREE THAT ARBITRATION MUST BE INITIATED BY THE AGGRIEVED PARTY WITHIN ONE (1) YEAR OF THE ALLEGED CONDUCT THAT MAY GIVE RISE TO ANY CAUSE OF ACTION OR DISPUTED MATTER TO BE ARBITRATED THAT ARISES OUT OF OR IS RELATED TO THE SITE AND THESE TERMS AND CONDITIONS. IF ARBITRATION IS NOT INITIATED WITHIN ONE (1) YEAR OF A DISPUTE OR CAUSE OF ACTION COMING INTO EXISTENCE, SUCH CAUSE OF ACTION CANNOT BE PURSUED AND IS PERMANENTLY BARRED FROM ARBITRATION AND LITIGATION.

Prevailing Parties.
In the event of any action to enforce or interpret any provision of these Terms and Conditions, including arbitration proceedings, the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorneys’ fees to be paid to the prevailing party will be decided by the tribunal in which the matter is heard, tried, or decided, including any arbitration panel, court(s), or appellate court(s).

Entire Agreement.
You agree that these Terms and Conditions (including, without limitation, the Privacy Policy) constitute the entire agreement between you and us with respect to your use of the Site. You agree that these Terms and Conditions supersede any other agreements between you and us with respect to your use of the Site.

This Privacy Policy was last updated March 2024.