Sharp®

SmartCentral Terms of Use

Effective:  September 20, 2013

The following SmartCentral Terms of Use as well as the SmartCentral Privacy Policy (collectively, the “Terms and Conditions”) govern Your use of SmartCentral.  By using SmartCentral, You agree to be bound by these SmartCentral Terms and Conditions.  

1.     Definitions
“SmartCentral” is an Internet-based service provided by Sharp Electronics Corporation (“Sharp”) which is accessible only via your AQUOS television.  SmartCentral consists of information services and other content (collectively, “Content”) which may be provided by Sharp, affiliates of Sharp, including but not limited to its parent corporation or subsidiaries (“Affiliates”), and other third parties (“Third Party Content Providers”).  “You”, “Your”, and “Yourself” shall be synonymous for purposes of these Terms and Conditions and shall mean each person who uses SmartCentral. 

2.     Use of SmartCentral
By using SmartCentral, You hereby accept these Terms and Conditions as currently constituted and as may be updated from time to time.  Sharp shall have the right at any time and in its sole discretion to change or modify the terms and conditions applicable to the use of SmartCentral, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for the use of SmartCentral or any Content provided therein.  Such alterations, edits, supplements or amendments shall be effective immediately upon notice thereof, which may be given by posting on SmartCentral.  Any use of SmartCentral by You after such notice shall constitute acceptance of any such alterations, edits, supplements or amendments.  Please therefore regularly visit these Terms and Conditions so that You are aware of any such revisions to which You are bound.  If any changes made to these Terms and Conditions are unacceptable to You, You must immediately terminate use of SmartCentral by pressing the “Exit” button.  Please note that You may also be required to accept other terms and conditions that govern use of particular services or Content available via SmartCentral and prior to Your access to or use of such services, including end user license agreements form Third Party Content Providers.    

3.     Entire Agreement
These Terms and Conditions constitute the entire agreement between You and Sharp concerning the use of SmartCentral and supersede any and all statements or other agreements, whether oral or written, between You and Sharp.  These Terms and Conditions may not be altered, edited, supplemented or amended in any manner by You and any such attempted alteration, edit, supplement or amendment shall be null and void, unless first agreed to by an authorized representative of Sharp in writing.  

4.     Representations and Warranties
You represent and warrant that You (a) are at least 18 years old; (b) have the right, authority and capacity to bind yourself to these Terms and Conditions; and (c) have read and agree to these Terms and Conditions.   

5.     Personal/Non-Commercial Use
Unless otherwise specified, SmartCentral is for personal and non-commercial use.  You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content made available via SmartCentral. 

6.     Privacy and Protection of Personal Information
At Sharp, we make every effort to maximize and maintain the privacy and security of users.  The SmartCentral Privacy Policy is incorporated by reference into these Terms of Use and applies to information submitted or collected via SmartCentral.  To view the SmartCentral Privacy Policy, which may be revised by us from time to time, please click on the “Privacy Policy” link below. 

7.     Modifications to SmartCentral and/or Resources
Sharp, in its sole discretion, shall control the appearance, development and operation of SmartCentral.  Sharp reserves the right, for any reason and in its sole discretion and without notice, to modify, terminate, change, suspend or discontinue any and all aspects of SmartCentral, including, without limitation, available Content, the method of delivery, features, and/or hours of availability.  Sharp shall not be liable to You or any third party for such modification, termination, change, suspension or discontinuation, if any.      

8.     Fees and Equipment
The SmartCentral platform is provided to You at no additional charge.  Sharp reserves the right to change prices or institute new charges at any time and in its sole discretion for the use of SmartCentral and/or any Content provided therein.  Further, You shall be responsible for obtaining or maintaining all television, Internet hardware, Internet connectivity and other equipment or services needed for access to and use of SmartCentral and all charges related thereto. 

9.     Availability of SmartCentral
You may not be able to access SmartCentral for a variety of reasons, including, but not limited to, power failure, server failure, other Internet connection failure, or failure to configure Your television properly.  Sharp, its directors, officers, employees, agents, contractors and Affiliates shall not be liable to You or any third party with respect to such failures or maintenance outages, regardless of cause or whether it could have been avoided.

10.  Accounts, Passwords and Security
Certain features or services offered on or through SmartCentral may require opening an account, which may include, without limitation, setting up an ID, user name and/or password.  You are solely and entirely responsible for maintaining the confidentiality of Your account information, including Your password, and for the activity of users utilizing Your account, ID, user name and/or password, whether or not You authorized such transactions.  You agree to notify Sharp immediately of any unauthorized use of Your account, ID, user name and/or password, or any other breach of security. 

You may not use anyone else’s account, user name, ID and/or password without the express permission and consent of the holder of that account, ID, user name and/or password.  Sharp cannot and will not be liable for any loss or damage arising from the failure to comply with these obligations. 

11.  No Unlawful or Prohibited Use
You agree that You will not use SmartCentral for any purpose that is unlawful or prohibited by these Terms and Conditions.  You may not use SmartCentral in any manner that could disable, damage, overburden or impair any Sharp server or networks connected to any Sharp server or interfere with any other party’s use and enjoyment of SmartCentral.  You may not attempt to gain unauthorized access to SmartCentral or to any Content provided therein through hacking or any other means.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available via SmartCentral and/or any Content provided therein.  

12.  Termination
Sharp reserves the right to terminate Your authorization to use SmartCentral and/or any Content provided therein at any time and for any reason, including, but not limited to, for Your violation of these Terms and Conditions.  Upon termination, any provisions of the Terms and Conditions which, by their nature, are intended to survive termination, including, but not limited to, Sections 12, 13, 14, 15, 16, 17, 18, 21, 22, 24 and 25 herein, shall continue to survive.     

13.  Third Party Content
Some Content provided on or through SmartCentral is provided by Third Party Content Providers.  Your use of Content provided via Third Party Content Providers is at Your own risk and subject to any applicable agreement between You and the Third Party Content Provider.  Although Sharp reserves the right to do so at any time and in its sole discretion, Sharp is not required to pre-screen or monitor any Content available via SmartCentral from Third Party Content Providers.  You agree that Sharp is not responsible for, makes no representations or warranties regarding, and accepts no liability in respect of Content provided by Third Party Content Providers.   

Third Party Content Providers are intended third party beneficiaries of these Terms and Conditions as it pertains to Your use of services and Content provided via the Third Party Content Providers.  Accordingly, each Third Party Content Provider shall have the right to enforce these Terms and Conditions directly against You in its own name with respect to Your use of the Content provided by that Third Party Content Provider.

You also acknowledge that Content provided via Third Party Content Providers may be governed by terms and conditions separate and apart from these Terms and Conditions and You expressly agree that Sharp shall not be liable to You or any third party for Your failure to abide by those Third Party Content Providers’ terms and conditions.     

14.  Links to Other Sites
SmartCentral may contain links to other independent third-party Web sites (“Linked Sites”).  These Linked Sites are provided solely as a convenience to You.  Such Linked Sites are not under Sharp’s control, and Sharp is not responsible for and does not endorse the content of such Linked Sites, including, but not limited to, any information or materials contained on such Linked Sites. 

15.  Disclaimer of Warranties
SMARTCENTRAL, INCLUDING ANY CONTENT PROVIDED THEREIN, IS PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND SHARP AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF SUITABILITY, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, TITLE, USEFULNESS, LACK OF NEGLIGENCE OR ERROR-FREE OR UNINTERRUPTED OPERATION OR USE OF SMARTCENTRAL AND/OR CONTENT PROVIDED THEREIN, OR THAT SMARTCENTRAL, INCLUDING ANY CONTENT PROVIDED THEREIN, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.  FURTHER, SHARP AND ITS AFFILIATES MAKE NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CONTENT MADE AVAILABLE VIA SMARTCENTRAL NOR SHALL THEY BE LIABLE TO YOU FOR ANY DECISIONS BASED ON ANY CONTENT PROVIDED.

SHARP MAKES NO WARRANTIES OR REPRESENTATIONS AND ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM ANY CONTENT PROVIDED BY THIRD PARTY CONTENT PROVIDERS.  SUCH CONTENT PROVIDED BY THIRD PARTIES IS FOR USE AT YOUR OWN RISK.   SHARP IS NOT AN AGENT OF AND ASSUMES NO RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF THIRD PARTY CONTENT PROVIDERS NOR ANY ASPECT OF THE CONTENT RELATED TO THOSE THIRD PARTY CONTENT PROVIDERS. 

SOME JURISDICTIONS DO NOT APPLY THE EXCLUSION OF CERTAIN WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16.  Limitation of Liability
IN NO EVENT WILL SHARP AND/OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA OR USE OR OTHER LOSS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, SMARTCENTRAL AND/OR ANY CONTENT PROVIDED THEREIN.  THIS PARAGRAPH SHALL APPLY REGARDLESS OF WHETHER THE THEORY OF LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SHARP AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL SHARP AND/OR ITS AFFILIATES’  AGGREGATE CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO SMARTCENTRAL AND/OR ANY CONTENT PROVIDED THEREIN EXCEED FIFTY US DOLLARS ($50).  YOU HEREBY RELEASE SHARP AND/OR ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.   

17.  Indemnification
You agree to defend, indemnify and hold harmless Sharp, its directors, officers, employees, agents, contractors and Affiliates from and against all claims, losses, damages, expenses, liabilities and costs, including reasonable attorneys’ fees, arising from or relating to Your use of SmartCentral, any Content provided therein, and/or any breach of these Terms and Conditions. 

18.  Governing Law/Waiver of Jury Trial
These Terms and Conditions shall be governed by and construed under the laws of the State of New York, without regard to conflict of laws rules.  You agree to the personal jurisdiction of and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue.  Any claim by You under these Terms and Conditions must be brought within one (1) year after the cause of action arises or such claim or cause of action is barred.  You and Sharp hereby waive trial by jury with respect to any dispute relating to these Terms and Conditions, SmartCentral and/or any Content provided therein. 

19.  Trademarks
The trademarks “Sharp,” “AQUOS,” “SmartCentral,” or any other related product names, service names or logos used, quoted and/or referenced on SmartCentral are trademarks, registered trademarks, or service marks of Sharp Corporation and/or its affiliates.  All other product names, service names, logos and/or company names appearing on SmartCentral and/or Content provided therein are the property of their respective holders and may be protected as their trademarks, registered trademarks, service marks and/or trade names. 

20.  Copyright
All Content on or available through SmartCentral are © Sharp Electronics Corporation, its Affiliates and/or Third Party Content Providers.  All rights reserved. 

21.  Notices
Any notices from Sharp to You relating to these Terms and Conditions or SmartCentral shall be posted on SmartCentral.  You should therefore regularly visit these Terms and Conditions so that you are aware of any such notices.

Any notices, questions or comments related to these Terms and Conditions should be directed to:

Legal Department
ATTN: SmartCentral Terms & Conditions
Sharp Electronics Corporation
One Sharp Plaza
Mahwah, NJ 07430

22.  Assignment
Sharp may assign these Terms and Conditions, in whole or in part, to any third party at any time with or without notice to You.  You may not assign or transfer these Terms and Conditions. 

23.  Force Majeure
Sharp shall in no way be liable for any delay or failure in its performance to the extent such delay or failure is caused or is a result of acts beyond Sharp’s reasonable control, including, but not limited to, acts of God, fire, flood, earthquake, accident, riot, war, government intervention, terrorism, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of Sharp. 

24.  Headings
All section headings used in these Terms and Conditions are for convenience or reference only and in no way shall form a part of these Terms and Conditions or expand, limit, define or interpret the scope of this agreement or any provision hereof. 

25.  Waiver/Severability
Sharp’s waiver of any breach or right under these Terms and Conditions shall not be deemed a waiver of any other or subsequent breach or right.  If any provision of these Terms and Conditions is found to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the original intent of the provision to the fullest extent permitted by law and the remaining provisions shall remain in full force and effect. 

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