1. General

This user agreement ("User Agreement") comprises the terms and conditions governing access to and use of the www.smileexchange.ie website (the "Website").

The Website is an interactive resource exchange website for Businesses in Ireland

For the purposes of this User Agreement "we", "our" and "us" refers to the providers of the Website.

By accessing and using the Website you are agreeing to be bound by this User Agreement. You should read the User Agreement carefully. If you have any queries regarding the User Agreement, please contact info@smileexchange.ie. If you do not agree to be bound by this User Agreement, you may not access or use the Website.

2. Changes to the Website and User Agreement

We may modify or terminate any services offered through the Website or modify this User Agreement from time to time in our sole discretion, without notice and without incurring any liability to you, any other user or any third party. You should check the User Agreement for changes each time you access the Website. Your continued use of the Website will signify your acceptance of any modifications of the User Agreement.

3. Eligibility to Use the Website

The Website may not be used by persons under the age of 18 years or by temporarily or indefinitely suspended users of the Website. If you are under 18 years old, you can use the Website only in conjunction with and under the supervision of a parent or guardian. If you do not qualify, please do not use the Website.

4. Intellectual Property Rights

All rights, including copyright, in the content of the Website and all database rights and other databases created by us are owned by us, our affiliates or third party licensors. All trade marks, names and logos used on the Website are also our intellectual property, or that of our affiliates or of third party licensors. For the purposes of producing reports and similar materials, we may reproduce the content of the Website. Nothing in this User Agreement in any way confers on you any licence or right in relation to the content of the Website, our database of items, other databases created by us or in relation to any trade marks, names or logos used on the Website.

You may print and download portions of material from the different areas of the Website solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. Except as expressly permitted by this User Agreement you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute, in any manner, the material on the Website, including text, graphics, code and/or software. In particular, you may not incorporate the content of the Website into another website without our prior written permission.

You agree that you will not publish, post, upload, distribute or disseminate any material or information on the Website that infringes the intellectual property right of any person, whether legal or natural. You further agree that you post, upload, distribute or disseminate material or information on the Website entirely at your own risk and we are not liable in respect of any alleged or actual infringement or misappropriation of any intellectual property right which your actions may result in.

5. Use of the Website

In consideration of our agreeing to permit you to use the Website, you agree not to use the Website for any purpose that is unlawful or prohibited by this User Agreement. In particular, you agree not to use the contact details provided by other users of the Website to contact those users other than in connection with a genuine enquiry regarding the items on database.

You agree not to attempt to gain unauthorised access to the Website or any accounts, computer systems and networks connected to the Website through hacking or any other means.
You also agree not to use the Website in any manner which could damage, disable, overburden or impair the Website or interfere with any other party's use and/or enjoyment of the Website.
You agree that you will not publish, post, upload, distribute or disseminate any material or information on the Website that infringes the rights of any party or does or would constitute a defamation or invasion of the rights of privacy or publicity of any kind of any party or contains any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable and facilitates or promotes illegal activity, depicts pornographic or sexually explicit images or promotes violence or discrimination.

You acknowledge that the Website has been specifically designed for use in Ireland, and you agree not to use or access it from jurisdictions in which it or its contents are restricted or prohibited by local law.

We reserve the right, at our sole discretion, to pursue all remedies available to us upon breach by you of this User Agreement, including but not limited to deletion of your postings from the Website, immediate termination of your registration and restriction of your ability to access the Website.

6. Registration

Registration is free. The registration process requires you to input certain personal information such as your name, job role, company, company postal address, company profile, business sector, number of employees in company, e-mail address, telephone number, company website, linkedin name and twitter name. You agree that the information you supply to us will be truthful, accurate and complete. We may try to verify the accuracy of the information you provide to us when you register on the Website. However, because user verification on the internet is difficult, we cannot and do not confirm the purported identity of users or the validity of the information which users post to the Website.

The information with which you provide us will be used by us in order to administer the Website and to provide you with an efficient and personalised experience when you use the Website. Please see our Privacy Policy for further information on how we deal with your personal information. The Privacy Policy forms part of this User Agreement.

As part of the registration process you must choose a login (your e-mail address) and password. You are responsible for all actions taken under that login and password and shall only use the Website using your own login and password. You must make every effort to keep your password safe and you should not disclose it to any other person. You also agree that you will not attempt to register in the name of any other individual and that will you not adopt any login or password which we deem to be offensive.

Once you register to use this site to offer or request any products, services or waste items then certain information which you will provide will be made available to all other registered users of the site. When registering on this site you will be requested to provide contact details (email address and phone number) which can be accessed by other registered users of this site in order to contact you in relation to your advertisement.  The SMILE team might also connect you by email with other registered users of the site in relation to advertisements.

Please note that only registered users of this site will have access to the email address and phone number which you provide. Non registered users of the site will not have access to this information and will only be able to view your advertisement without sight of your contact information.

It is important to note that the contact information which you provide will be accessible by all registered users of the site even if it is a personal number.

7. Advertisements on Smileexchange.ie

The object of this Service is to facilitate the reuse of unwanted items and this Service allows those who have registered with the Website (that is, account holders) to submit advertisements for items which they wish to pass-on to other users. It is not the object of this Service to facilitate commercial transactions and you shall not use the Website to place an advertisement which contemplates a commercial transaction.

All advertisements placed on the Website must be legal, honest and truthful, are accepted by us for publication on the Website and may be edited at our sole discretion. All advertisements are accepted for publication and published in good faith, but it is emphasised that we do not, in any circumstances, accept responsibility for the lawfulness, accuracy or otherwise of any advertisement.

8. Disclaimer

You assume total responsibility and risk for your use of the Website. The Website is a venue which facilitates the passing on or picking up of items for reuse and communication between you and us regarding waste-related issues. We do not authorise trasnactions.  We act as a passive conduit for the publication of advertisements and information submitted to us by users. We have no obligation to screen advertisements or information in advance and we are not responsible for screening or monitoring material posted by users, although we may do so from time to time. We retain the right to remove advertisements or information which we, in our sole discretion, deem inappropriate. We may also take any other action which we in our sole discretion deem necessary or appropriate in respect of information submitted by users. You are responsible for ensuring that you meet any relevant requirements under waste legislation. We assume no responsibility and disclaim all liability for any injury or damage resulting from any SMILE material transactions.

To the extent permitted by law, we assume no legal liability for and do not warrant that the information contained on the Website is accurate or complete, or that the Website will be free from errors or that its availability will be uninterrupted. In particular, we assume no legal liability for and do not warrant the accuracy or completeness of the content of the advertisements of the Website, including but not limited to the ownership, quality, authenticity of any photographs, compliance with description or fitness for purpose of any such item. Further, we assume no legal liability for and do not warrant the accuracy or completeness of the responses provided to account holder queries and comments on the Online Forum. You acknowledge that any reliance by you on any information contained on the Website shall be at your own risk. We hereby expressly disclaim and exclude all express and implied warranties, terms or conditions not stated herein, so far as such exclusion or disclaimer is permitted under applicable law. We exclude all liability to any person for any loss or damage caused whether directly or indirectly by any errors or omissions, whether such errors or omissions result from negligence, accident or any other cause but this disclaimer is without prejudice to any claims for fraudulent misrepresentation, personal injuries or death.
You understand that the Website may contain material which is offensive to you. Your access to such materials is entirely at your own risk. We have no control over and accept no responsibility whatsoever for such materials.

You understand that we cannot and do not guarantee or warrant that files available for downloading through the Website will be free of infection or viruses, worms, trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data.

9. Indemnity

You agree to indemnify, defend and hold harmless us, our officers, directors, employees, agents, licensors, suppliers and any third party information providers or other representatives against any and all claims, demands, losses, expenses, damages and costs, including legal costs, however arising and resulting from any violation or breach by you of this User Agreement or any claims made by or liabilities to any third party resulting from any activities conducted under your account, your use or misuse of the Website, including but not limited to posting content on the Website, contacting others as a result of postings on the Website, infringing any party's intellectual property or other rights, or otherwise arising out of your breach of this User Agreement.

10. Other Users

We do not control the information provided by other users which is made available through the Website. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Website. Please note that there are also risks of dealing with underage persons or people acting under false pretences. By using this Website, you agree to accept such risks and agree that we are not responsible for the acts or omissions of users of the Website.
In the event that you have any right, claim or action against any other user arising from that user's use of the Website, you agree to pursue such right, claim or action independently of and without recourse to us, and you release us from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.

When you access a third party website, please understand that it is independent of us. We have no control over and consequently no liability for the content of any other website which you may access through the Website or which may link to the Website. Further, a link to our Website from another website does not mean that we endorse or accept any responsibility for the content or the use of such other website.

12. Third Party Rights

The provisions of paragraphs 4 (Intellectual Property Rights), 5 (Use of the Website), and 9 (Indemnity) are for our benefit and the benefit of our officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Website. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

13. Miscellaneous

The Website was created for users in Ireland, only. Any interpretation of its content, claims or disputes (of whatever nature and not limited to contractual issues) shall be governed by Irish law and shall be subject to the exclusive jurisdiction of the Irish courts.

Our failure to insist upon or enforce strict performance of any provision of this User Agreement shall not be construed as a waiver of any provision or right.

Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this User Agreement.

We may assign our rights and duties under this User Agreement to any party at any time without notice to you. You may not without our prior written consent assign or dispose of any rights or obligations arising under the User Agreement.
This User Agreement together with our Privacy Policy constitute the entire agreement and understanding between the parties relating to the Website, and supersedes any and all prior agreements, arrangements, statements and understandings, except for any fraud or fraudulent representation by either party.

If at any time any one or more provisions of this User Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this User Agreement shall continue in full force and effect.
This User Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 4 (Intellectual Property Rights), 5 (Use of the Website), 9 (Indemnity), 12 (Third Party Rights) and 13 (Miscellaneous) shall survive any termination of this User Agreement.

Any rights not expressly granted herein are reserved.

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