Terms and Conditions

Important legal info about our website and app

Website & App Terms & Conditions

Welcome to smooci.com. Any access to and/or use of this Website is governed by the terms and conditions of use as set out below (“Terms & Conditions”), the Privacy Policy and Rules. Access to and/or use of this Website implies your agreement to and acceptance of these Terms & Conditions, the Privacy Policy and Rules. If you do not accept these Terms & Conditions, the Privacy Policy and/or Rules, please do not proceed any further and leave this Website immediately.

This Website allows Members to contact Companions and Agents in the United Kingdom for engagement of their companionship services, and is for access by Users and use by Members, Companions and Agents.

The Website is owned and operated by SMO Technologies Limited whose registered office is at SMO Technologies Ltd, UNIT A, 82 James Carter Road, Mildenhall, Suffolk, IP28 7DE, United Kingdom. SMO Technologies Limited can be contacted at contact@smooci.com.

  1. Definitions
    1. “Agency Account” - Means the account created by a User in order to become an Agent, including the Agent’s profile;
    2. “Agency Account” - Means the account created by a User in order to become an Agent, including the Agent’s profile;
    3. “Agent” - Means a User that has registered his or her details on this Website in accordance with Clause 3 below to create an Agency Account in order to Upload Content onto this Website and App;
    4. “App” - Means the Smooci software application available for use on mobile platforms and which operates in conjunction with the Website;
    5. “Companion” - Means a User that has registered his or her details on the App in accordance with Clause 3 below to create a Companion Account in order to Upload Content onto this Website and App;
    6. “Companion Account” - Means the account created by a User in order to become a Companion, including the Companion’s profile;
    7. “Company Content” - Means all text, scripts, information, documents, graphics, digital files, photographs and galleries of photographs, mobile content, sounds, music, or audio-visual files, and interactive features Uploaded by Smooci and contained on this Website and App;
    8. “Intellectual Property Rights” - Mean any copyright or rights of a similar nature, unregistered and registered trademarks, service marks, unregistered designs, registered designs, performance rights, image rights or rights in sound recordings (including the right to register any such rights);
    9. “Member” - Means a User that has registered his or her details on this Website in accordance with Clause 3 below to create a Members Account in order to Upload Content onto this Website and App;
    10. “Member Account” - Means the account created by a User in order to become a Member , including the Member’s profile;
    11. “Membership” - Means the period paid for by the Member in accordance with Clause 4.5;
    12. “Privacy Policy” - Means the privacy policy with URL https://smooci.com/privacy;
    13. “Rules” - Means the rules with URL https://smooci.com/rules;
    14. “Smooci” - Means SMO Technologies Limited;
    15. “Subscription Fee” - Means the fee payable by credit card, debit card or Bitcoin by the Member for Membership as set out on this Website from time to time;
    16. “Upload” - Means the uploading of Content by Members, Companions or Agents onto this Website or App;
    17. “User” - Means a user accessing this Website via a computer or mobile device. The User’s access to this Website will be limited to viewing Company Content and/or Content only. In order to Upload Content onto this Website, the User will have to register to become a Member, Companion or Agent. The User may also represent a local organisation or community, in which case the User takes full responsibility for that representation;
    18. “Website” - Means this website with URL https://smooci.com.
  2. Acceptance
    1. These Terms & Conditions are the legally binding terms and conditions on the User, Member, Companion and Agent in order to gain access to and/or use of this Website. The User, Member, Companion or Agent accessing or using this Website will be bound by the following:
      1. The Terms & Conditions found at https://smooci.com/terms;
      2. The Privacy Policy found at https://smooci.com/privacy which are incorporated into these Terms & Conditions by reference; and
      3. The Rules found at https://smooci.com/rules which are incorporated into these Terms & Conditions by reference.
    2. The Member, the Companion or the Agent will be required to expressly accept these Terms & Conditions before the registration process is completed.
      1. During the registration process, the Member will be sent an e-mail containing a link which the Member will need to click to verify the registration and accept these Terms & Conditions. Upon clicking the link to verify the registration the Member’s legal agreement/contract with Smooci shall be formed.
      2. During the registration process, the Companion will be informed that by clicking the ‘sign up’ button the Companion accepts the linked Privacy Policy and Terms & Conditions. Upon clicking ‘sign up’ to verify the registration the Companion’s legal agreement/contract with Smooci shall be formed.
      3. During the registration process, the Agent will be sent an e-mail containing a link which the Agent will need to click to verify the registration. Upon clicking the link to verify the registration the Agent’s legal agreement/contract with Smooci shall be formed.
      4. During the booking process, the Users and Members will be shown a link to the Terms & Conditions. By clicking the link to ‘confirm booking’ the User’s/Member’s legal agreement/contract with Smooci shall be formed.
    3. Smooci reserves the right to amend or revise these Terms & Conditions, the Privacy Policy and the Rules at any time and at Smooci’s sole discretion. Any changes to any of these said documents will come into effect at the time they are posted on this Website and App. The last amendment date will be displayed at the end of the Terms & Conditions, the Privacy Policy and the Rules. Access to and/or use of this Website and App by the User, Member, Companion or Agent after the Terms & Conditions, the Privacy Policy or the Rules have been updated constitutes their acceptance as updated.
    4. The User must be over the age of 18 and the User affirms that the User is over 18 years of age (or the legal age to accept these Terms & Conditions in the jurisdiction in which the User accesses the Website and App). Any User under the age of 18 (or the legal age to accept these Terms & Conditions in the jurisdiction from which the User accesses the Website and App) are not permitted to access this Website and App. Users must at all times be honest about their age when registering. If it is proved that the User has given false information in order to become a Member, Companion or Agent, that User will be immediately prevented from accessing and/or using this Website and App. For the avoidance of doubt, Smooci accepts no liability in respect of access to or use of this Website or App by any User under the age of 18.
    5. Only Users, Members, Companions or Agents that are permitted to access and/or use this Website and App under the laws of the jurisdiction in which they access and/or use this Website shall be permitted to accept these Terms & Conditions and to continue accessing and/or using this Website and App.
  3. Accounts
    1. In order to Upload Content onto this Website and App, the User will first have to become a Member, Companion or Agent and create a Member Account, Companion Account or Agency Account. When registering, the User must provide accurate and complete information.
    2. In order to gain full access to and/or use of this Website and App the User may:
      1. Register as a Member;
      2. Register as a Companion; or
      3. Register as an Agent.
    3. For the avoidance of doubt, a User may access this Website without registering as a Member, Companion or Agent. Where a User has not registered as a Member, Companion or Agent, the User will only have access to limited functionality of this Website.
    4. Member Accounts:In order to register on this Website as a Member, a User will:
      1. Be able to choose a username and password that the User will need to enter on this Website once registered. Once registered, it is important that the Member keeps the password secure and confidential.
      2. Have to provide the following information during the registration process to open a Member Account:
        1. First name and surname. This information will be kept confidential;
        2. Username. This information will be disclosed to Companions and Agents;
        3. E-mail address. This information will be kept confidential unless displayed to Companions and Agents in accordance with Clause 3.12.5;
        4. Address. This information will be kept confidential unless displayed to Companions and Agents in accordance with Clause 3.12.6; and
        5. Telephone number and/or SMS number. This information will be kept confidential unless displayed to Companions and Agents in accordance with Clause 3.12.7.
      3. Upon completion of the registration process the User shall become a Member.
      4. For the avoidance of doubt, registration for a Member Account will require to the User to make payment of the Subscription Fee for Membership.
    5. Companion Accounts: In order to register on the App as a Companion, a User will:
      1. Be able to choose a username and password that the User will need to enter on the App once registered. Once registered, it is important that the Companion keeps the password secure and confidential. Smooci will restrict the use of vulgar, inappropriate and offensive user names.
      2. Have to provide the following information (which must be accurate to the best of their knowledge) during the registration process to open a Companion Account:
        1. First name and surname. This information will be kept confidential;
        2. Username. This information will be disclosed to Users, Members and Agents;
        3. E-mail address. This information will be kept confidential unless displayed to Users, Members and Agents in accordance with Clause 3.13.4;
        4. Address. This information will be kept confidential unless displayed to Users, Members and Agents in accordance with Clause 3.13.5;
        5. Telephone number and/or SMS number. This information will be kept confidential unless displayed to Users, Members and Agents in accordance with Clause 3.13.6;
        6. Profile details, including physical statistics. This information will be disclosed to Users, Members and Agents;
        7. Sex and sexual orientation. This information will be disclosed to Users, Members and Agents; and
        8. Services provided, service rates, and details relating to those rates. This information will be disclosed to Users, Members and Agents.
      3. Have to provide evidence of the User’s identity by way of a copy of the User’s Passport, Driving Licence, or recognised government identity card. The copy of the User’s Passport, Driving Licence, or recognised government identity card will be manually verified by Smooci to validate the User’s identity and to ensure that the User is over the age of 18, and approval of the User’s evidence of identity will be provided to the User in Smooci’s sole and absolute discretion. For the avoidance of doubt, Smooci accepts no liability in respect of fraudulent documentation submitted by a User.
      4. Upon completion of the registration process the User shall become a Companion.
      5. For the avoidance of doubt, registration for a Companion Account will not require to the User to make payment.
    6. Agency Accounts:In order to register on this Website as an Agent, a User will:
      1. Be able to choose a username and password that the User will need to enter on this Website once registered. Once registered, it is important that the Agent keeps the password secure and confidential. Smooci will restrict the use of vulgar, inappropriate and offensive user names.;
      2. Have to provide the following information during the registration process to open an Agency Account:
        1. First name and surname and company name. This information will be kept confidential;
        2. Username (For example, the relevant agency/ or brand name). This information will be disclosed to Users, Members and Companions;
        3. E-mail address. This information will be kept confidential unless displayed to Users, Members and Companions in accordance with Clause 3.14.4;
        4. Address. This information will be kept confidential unless displayed to Users, Members and Companions in accordance with Clause 3.14.5;
        5. Telephone number and/or SMS number. This information will be kept confidential unless displayed to Users, Members and Companions in accordance with Clause 3.14.6;
        6. Profile details. This information will be disclosed to Users, Members and Companions; and
        7. List of Companions affiliated with the Agent. This information will be disclosed to Users, Members and Companions.
      3. Upon completion of the registration process the User shall become an Agent.
      4. For the avoidance of doubt, registration for an Agency Account will not require to the User to make payment.
    7. In the event that the Member, Companion or Agent becomes aware of any unauthorised access to the Member Account, Companion Account or Agency Account, the Member, Companion or Agent must notify Smooci immediately by sending an e-mail to:contact@smooci.com.
    8. The Member, Companion or Agent will be solely accountable to Smooci or any local law enforcement agencies or any competent authority for all activities taking place in connection with the Member Account, Companion Account or Agency Account.
    9. The Member, Companion or Agent will not be entitled to use another Member Account, Companion Account or Agency Account without permission.
    10. In the event that the Member, Companion or Agent breaches any of these Terms & Conditions, the Privacy Policy and/or the Rules, that Member’s, Companion’s or Agent’s Member Account, Companion Account or Agency Account will be revoked immediately.
    11. Smooci will not be liable to the Member, Companion or Agent for any losses incurred by the Member, Companion or Agent as a result of unauthorised use of the Member Account, Companion Account or Agency Account. The Member, Companion or Agent may be liable to Smooci for any losses incurred by Smooci due to such unauthorised use.
    12. Use Of Member Accounts:A Member may use the Member Account to carry out the following during the Member’s Membership:
      1. Contact Companions on an unlimited basis and arrange meetings with Companions;
      2. Contact Agents on an unlimited basis;
      3. Upload Content to the Website;
      4. Use the Website to view Content Uploaded by Companions and Agents;
      5. Display the Member’s e-mail address;
      6. Display the Member’s address;
      7. Display the Member’s telephone number and/or SMS number;
      8. Use the Website’s location services in respect of any arranged meeting involving a Companion; and
      9. Provide a rating, comment, and photo ratings as to the Companions with which the Member has arranged a meeting.
    13. Use Of Companion Accounts:A Companion may use the Companion Account to carry out the following:
      1. Contact Users or Members (who have made the first initial contact) on an unlimited basis to arrange meetings with Users or Members;
      2. Upload Content to the Website and App;
      3. Use the Website and App to view Content Uploaded by Members and Agents;
      4. Display the Companion’s e-mail address;
      5. Display the Companion’s location;
      6. Display the Companion’s telephone number and/or SMS number;
      7. Use the Website’s and App’s location services in respect of any arranged meeting involving a Member;
      8. Provide ratings as to the Members with which the Companion has arranged a meeting and add comments in respect of any arranged meetings.
    14. Use Of Agency Accounts: An Agent may use the Agency Account to carry out the following:
      1. Contact Users or Members (who have made the first initial contact) on an unlimited basis to arrange meetings with Users or Members;
      2. Upload Content to the Website and App;
      3. Use the Website to view Content Uploaded by Members and Agents;
      4. Display the Agent’s e-mail address;
      5. Display the Agent’s address;
      6. Display the Agent’s telephone number and/or SMS number;
      7. Use the Website’s location services in respect of any arranged meeting involving a Member or any arranged meeting involving a Companion; and
      8. Add Companions to the Agent’s profile and manage any Companions affiliated with the Agent.
    15. All information provided by the Member, Companion or Agent will be stored by Smooci on an encrypted server with full 1024 bit SSL certification.
  4. How this Website Operates
    1. The User may:
      1. Access this Website and view Company Content and/or Content only;
      2. Search Company Content and/or Content by entering a location, date, time, and duration of any required meeting involving a Companion, or a Companion’s or Agent’s username;
      3. Arrange a meeting with a Companion;
      4. Access the Website’s location services in respect of any arranged meeting involving a Companion. except, at the sole discretion of Smooci, at any such time that Smooci deems the Website’s location services an exclusive feature available to Members only; and
      5. Provide a rating, comment, and photo ratings as to the Companions with which the User has arranged a meeting.
    2. The Member may:
      1. Use this Website and view Company Content and/or Content;
      2. Search Company Content and/or Content by entering a location, date, time, and duration of any required meeting involving a Companion, or a Companion’s or Agent’s username; and
      3. Carry out any activities as set out in Clause 3.12.
    3. The Companion may:
      1. Use the App and view Company Content and/or Content; and
      2. Carry out any activities as set out in Clause 3.13.
    4. The Agent may:
      1. Use this Website and view Company Content and/or Content;
      2. Carry out any activities as set out in Clause 3.14.
    5. Membership: In respect of Membership of this Website:
      1. Membership of this Website will not automatically renew;
      2. The Subscription Fee corresponding to a duration of Membership shall be displayed on this Website and may be increased or decreased by Smooci from time to time and at Smooci’s sole discretion; and
      3. The duration of Membership corresponding to a Subscription Fee shall be displayed on this Website and may be increased or decreased by Smooci from time to time and at Smooci’s sole discretion.
    6. Cancellation Of Membership: In respect of the cancellation of Membership of this Website:
      1. Membership may be cancelled by the Member within 7 days of paying the Subscription Fee, at which point the Member shall receive a full refund of the Subscription Fee provided that the Member has not carried out any of the activities as set out in Clause 3.12.
    7. This Website may display advertisements subject to the following:
      1. Advertisers may contact Smooci to register as an advertiser;
      2. Advertisers may pay Smooci for a months’ period of advertising and request that advertisements be placed on this Website;
      3. The fees payable by advertisers are set out on this Website from time to time;
      4. Upon expiration of the months’ period of advertising, the advertiser’s advertisements will be deleted from this Website.
    8. Should the authenticity of a Member Account, Companion Account or Agency Account be questioned, the Member Account, Companion Account or Agency Account will be suspended. The Member, Companion or Agent may be required to supply additional verification documentation confirming that the Member, Companion or Agent is the person that has Uploaded any Content corresponding with such Member Account, Companion Account or Agency Account, or that the Member, Companion or Agent has had permission to upload such Content. Any Member, Companion or Agent that fails to provide valid verification documentation when requested will forfeit the Member Account, Companion Account or Agency Account.
    9. For the avoidance of doubt, Smooci does not have any control or influence over the services provided by Companions and all services provided by Companions and/or Agents to Members are not controlled or influenced by Smooci. All interactions between Companions and/or Agents and Members are carried out by consenting adults.
  5. General Use of this Website – Permissions and Restrictions
    1. Smooci grants the User access to and the Member, Companion or Agent permission to use this Website and/or App provided that:
      1. The User or Member, Companion or Agent acts responsibly in accessing or using this Website and/or App and treats other Users, Members, Companions and Agents with respect;
      2. The User or Member, Companion or Agent does not alter or modify any part of this Website or App, including any related technologies;
      3. The Member, Companion or Agent does not use this Website or Upload Content through any unauthorised means or technology;
      4. The User does not access this Website through any unauthorised means or technology;
      5. The Member, Companion or Agent does not exploit this Website or App by Uploading Content for any commercial activity, without the prior written authorisation of Smooci. Commercial activity includes, but is not limited to:
        1. Sale or access to this Website or App or any associated services where such sale or access occurs via another website;
        2. Sale of advertisements on any website targeted to the Content Uploaded onto this Website or App, including Company Content or the Content;
        3. Such other activities that Smooci may specify from time to time.
    2. The User, Member, Companion or Agent must not impersonate another person’s identity or misrepresent the User’s, Member’s, Companion’s or Agent’s own identity or affiliation including using any third party’s personal details, or another Member’s, Companion’s or Agent’s password, account name, photo, e-mail address or other such information held as part of the Member’s, Companion’s or Agent’s profile.
    3. For the avoidance of doubt, commercial activity does not include:
      1. Uploading original Content to this Website to promote the Member, Companion or Agent; or
      2. Any use of the Website that Smooci expressly authorises in writing.
    4. The Member, Companion or Agent must not Upload any copyrighted Content owned by a third party, and all Content Uploaded by the Member, Companion or Agent must be original.
    5. The User, Member, Companion or Agent warrant that:
      1. The User shall access this Website and the Member, Companion or Agent shall only use this Website for purposes that are compliant with the laws of the United Kingdom;
      2. The User, Member, Companion or Agent is not offended by nudity, sexual imagery or adult sexual activity;
      3. The User, Member, Companion or Agent shall not allow any person under the age of 18 to access and/or use this Website.
    6. The Member, Companion or Agent are not permitted to use this Website to send or receive payment for any kind of physical meeting. Any Member, Companion or Agent found to be misusing this Website to accept payment via this Website or the App for "Companion bookings", "meetings", "face to face sessions" or any similar meeting will have their Member Account, Companion Account or Agency Account terminated.
  6. Use of Company Content and Content on the Site
    1. In addition to the Terms & Conditions of this Website, the following restrictions and conditions apply directly to the User and Member, Companion or Agent accessing or using Company Content and/or Content or, where applicable, Uploading Content on this Website respectively:
      1. Smooci owns all Company Content on this Website.
      2. The Member, Companion or Agent owns all Content arising out of or in connection with Content Uploaded by that Member, Companion or Agent.
      3. The User or Member, Companion or Agent is prohibited from downloading, copying, distributing, transmitting, reproducing, broadcasting, displaying, selling, licensing, or otherwise exploiting Company Content or Content on this Website whatsoever without, where concerning Company Content, the prior written consent of Smooci or, where concerning Content, the owner of the Content, except where the Website is configured to enable a download, whereupon the User or Member, Companion or Agent may download one copy to a single computer for home-usage during the regular course of browsing this Website. Smooci is not responsible for the websites to which Smooci is linked and does not assume any affiliation with any other websites unless otherwise stated.
      4. The Member, Companion or Agent will be prohibited from downloading, copying, distributing, transmitting, reproducing, broadcasting, displaying, selling, licensing, or otherwise exploiting Content from this Website, except Content owned by or licensed to such Member, Companion or Agent.
      5. The Member, Companion and Agent are prohibited from Uploading any Content that is not original and owned or licensed to the Member, Companion or Agent for use on this Website.
      6. For the avoidance of doubt, any comments, including any ratings, made by or Content Uploaded to this Website by the Member, Companion or Agent are made in the Member’s, Companion’s or Agent’s personal capacity and Smooci shall not be liable in anyway whatsoever for the display, broadcast, sale, dissemination, reproduction or exploitation of any such comments, including any ratings, or Content.
  7. Ownership of Intellectual Property Rights
    1. This Website and any and all Intellectual Property Rights arising out of or in connection with Company Content or this Website and App are owned by Smooci, save in respect of any Intellectual Property Rights belonging to any licensor, advertisers, partners, investors, sponsors of this Website or arising out of or in connection with any Content Uploaded by any Members, Companions or Agents.
  8. Use of Content Uploaded
    1. The Member, Companion or Agent may Upload Content onto this Website or App in accordance with these Terms & Conditions. Once the Member, Companion or Agent Uploads any Content to this Website or App, the Member, Companion or Agent will retain all ownership in the Intellectual Property Rights arising out of and/or in connection with such Content, provided the Member, Companion or Agent is the owner of such rights.
    2. The Member, Companion or Agent acknowledges, represents and warrants that:
      1. The Member, Companion or Agent has obtained all necessary licenses, rights, consents, and permissions which are required under law to enable Smooci and its successors or assigns to display, broadcast, use, reproduce all of the Content Uploaded by the Member, Companion or Agent in connection with this Website or App or disseminate or distribute such Content Uploaded by the Member, Companion or Agent in connection with this Website or App; and
      2. The Member, Companion or Agent will be solely responsible for the content of Content Uploaded to this Website or App by the Member, Companion or Agent and for any consequential losses including any loss of profit or loss of business incurred by Smooci that may arise from Uploading such Content by the Member, Companion or Agent. Smooci shall not be liable to the Member, Companion or Agent for any disclosure or exploitation of the Content Uploaded to this Website or App.
    3. Prohibited Content: The Member, Companion or Agent will not Upload or store on this Website or App any Content which may violate any third party’s or Smooci’s Intellectual Property Rights, which may violate the laws of the United Kingdom or which is pornographic, lewd, offensive, defamatory, harassing, derogatory or otherwise objectionable. The Member, Companion or Agent will not Upload or store on this Website or App any Content which may violate the laws of the country in which the Member, Companion or Agent accesses and/or uses this Website or App or Uploads Content to this Website or App. Members, Companions or Agents within the United Kingdom that are producers or consumers in respect of Content should be aware of the Obscene Publications Act and the Criminal Justice and Immigration Act, which criminalises the possession of 'extreme' pornography. Content featuring children or animals or that make references to incest or rape will not be accepted and Smooci shall inform local law enforcement agencies of any such Content Uploaded by any Member, Companion or Agent.
    4. Licence, Representation and Warranty: By Uploading Content onto this Website or App, the Member, Companion or Agent hereby grants to Smooci and its successors’ business or assigns an irrevocable, perpetual, non-exclusive, royalty-free, world-wide, transferable sub-licence and transferable licence to use, reproduce, distribute any and all of the Content Uploaded by the Member, Companion or Agent in connection with this Website or App, including without limitation, for promoting and redistributing part or all of this Website or App in any media format without any requirement of prior permission from the Member, Companion or Agent, or without any attribution to the Member, Companion or Agent. The Member, Companion or Agent hereby grants to each other Member, Companion or Agent of this Website a non-exclusive licence to access the Content through this Website or App, and to use, reproduce, distribute such Content as permitted through the functionality of this Website or App and under these Terms & Conditions. The foregoing licence granted by the Member, Companion or Agent will terminate once the Member, Companion or Agent, or Smooci, removes or deletes Content or any part thereof from this Website or App.
    5. Removal Right: All Content that are Uploaded by Members, Companions or Agents are subject to approval by Smooci from time to time. Content will be moderated by Smooci on a random basis, or in the event that Content is brought to the attention of Smooci by any User, Member, Companion or Agent. The Member, Companion or Agent expressly agrees that Smooci may remove, disable or restrict access to or the availability of any Content from this Website or App (including, but not limited to, Content which the Member, Companion or Agent has Uploaded) which Smooci believes, in good faith and in Smooci’s discretion, violate Smooci’s Terms & Conditions or the laws of the United Kingdom. Prohibited Content includes but is not limited to Content which:
      1. Is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
      2. Harasses or advocates harassment of any group or individual;
      3. Exploits any group or individual in a sexual or violent manner;
      4. Contains nudity, underage nudity, violence, or offensive subject matter or contains a link to an adult website;
      5. Solicits confidential or personal information from any group or individual;
      6. Publicly reveals information that poses or creates a privacy or security risk to any group or individual;
      7. Constitutes or promotes information that is knowingly false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, or is otherwise in the contravention of any of the laws of the United Kingdom;
      8. Involves the transmission of unsolicited mailing, instant messaging or spamming;
      9. Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, theft, child pornography, sexual assault, violating the privacy of any group or individual, or providing or creating computer viruses; or
      10. Involves commercial activities and/or sales without prior written consent from Smooci.
    6. Smooci is under no obligation to any Member, Companion or Agent and therefore may, at Smooci’s discretion, refuse to remove any Content from this Website or App.
    7. For the avoidance of doubt, the presence of the moderators of this Website or App shall not place any obligation on Smooci or the moderators to identify Content that is prohibited in the United Kingdom or the country in which the Member, Companion or Agent uses this Website or Uploads Content, or the country in which the User, Member, Companion or Agent accesses this Website.
    8. This Website or App does not permit sexually explicit Content to be Uploaded by Members, Companions or Agents. Any sexually explicit Content Uploaded to this Website or App shall be subject to the Smooci’s removal right as set out in Clause 8.5. Any sexually explicit Content found on this Website or App is produced and provided by Members, Companions or Agents and is merely distributed by Smooci via this Website or App. For the avoidance of doubt, any record keeping requirements imposed by law in respect of such Content, including any record keeping requirements pursuant to Section 2257 of Title 18 of the United States Code, are the responsibilities of the respective Member, Companion or Agent that has produced such Content. Smooci will, however, retain copies of any identification documents provided to Smooci in accordance with Clause 3.5.3.
  9. Termination Right
    1. The licences granted by the Member, Companion or Agent in Clause 8.4 above, will terminate when the Member, Companion or Agent removes or deletes Content from this Website or App. In the event that the Member, Companion or Agent elects to terminate the Member’s, Companion’s or Agent’s legal agreement/contract with Smooci, the above licences granted by the Member, Companion or Agent in the Content that is not removed or deleted by the Member, Companion or Agent prior to the closing of the Member Account, Companion Account or Agency Account are perpetual and irrevocable, but are otherwise without prejudice to the Member’s, Companion’s or Agent’s ownerships rights.
  10. Disclaimer of Content
    1. Smooci does not in any way whatsoever endorse any Content Uploaded to this Website or App by the Member, Companion or Agent and expressly excludes any and all liability in connection with the Uploading of such Content by the Member, Companion or Agent.
  11. Limitation of liability
    1. It is Smooci’s stringent policy not to tolerate any acts of Intellectual Property Rights infringement or violations of the laws of the United Kingdom or any other applicable laws. Smooci will use all reasonable endeavours to remove, disable, or restrict access to or availability of Content that in Smooci’s subjective view are considered infringing or illegal or are in the view of any local law enforcement agencies or any competent authority considered infringing or illegal. Smooci shall inform local law enforcement agencies and provide them with information regarding any suspected illegal activity.
  12. Policy
    1. Under no circumstances shall Smooci, its officers, directors, employees, or agents be liable to Users or Members, Companions or Agents in the event that any Content on this Website or App Uploaded by any Member, Companion or Agent is held to infringe any third party’s Intellectual Property Rights or the Intellectual Property Rights belonging to any other Member, Companion or Agent.
    2. Smooci, its officers, directors, employees, or agents neither make nor give any representations or warranties express or implied as to the quality, suitability or authenticity of any Content Uploaded by any Member, Companion or Agent on this Website or App.
    3. Under no circumstances will Smooci, its officers, directors, employees, or agents be liable for any damages, including, without limitation, direct, indirect or consequential loss or damage of any kind however caused and whether arising under contract, tort or property damage.
    4. Under no circumstances shall Smooci, its officers, directors, employees, or agents be liable for any bugs, trojan horses, viruses, or the like which may be transmitted to or through this Website or App by any third party.
    5. The Member, Companion or Agent agrees to indemnify and keep Smooci indemnified against any and all claims for infringement of any Intellectual Property Rights brought by a third party as a result of the Member’s, Companion’s or Agent’s use of this Website or App.
    6. The Member, Companion or Agent agrees to indemnify and keep Smooci indemnified against any and all losses or liabilities incurred directly by Smooci as a result of any breach or non-observance by the Member, Companion or Agent of any of these Terms & Conditions, the Privacy Policy and/or the Rules.
  13. Complaint Procedures
    1. If the User or Member, Companion or Agent believes that a Member, Companion or Agent has Uploaded Content which violates these Terms & Conditions, the Privacy Policy or the Rules, Smooci asks that the User or Member, Companion or Agent promptly notifies Smooci by e-mail at the following address: contact@smooci.com. In order for Smooci to respond effectively, please provide Smooci with as much detail as possible, including:
      1. The nature of the right infringed or law violated (including the registration numbers of any registered trademarks or patents allegedly infringed);
      2. All facts which lead the User or Member, Companion or Agent to believe that a right has been infringed or law violated;
      3. The precise location where the offending Content is located;
      4. Any grounds on which the User or Member, Companion or Agent believes that the Member, Companion or Agent that Uploaded the Content was not authorised to do so or did not have a valid defence (including the defence of fair use); and
      5. If known, the identity of the Member, Companion or Agent that Uploaded the infringing, offending or illegal Content.
    2. Smooci reserves the right, but has no obligation to remove any Content except where Smooci is obligated under the law, and Smooci reserves the right to remove any Content, whenever, and for no reason whatsoever. For the avoidance of doubt, Smooci will co-operate fully with any local law enforcement agencies or any competent authority where necessary in respect of any Content Uploaded by any Member, Companion or Agent which breach these Terms & Conditions.
  14. Indemnification
    1. Subject to Clause 12.5 and Clause 12.6, the Member, Companion or Agent agrees to defend, indemnify and hold harmless Smooci, its officers, directors, employees, and agents from and against all claims which may be asserted against Smooci, including but not limited to, any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising from:
      1. The Member’s, Companion’s or Agent’s use of this Website or App; and
      2. Any User’s or Member’s, Companion’s or Agent’s breach of these Terms & Conditions.
  15. Data protection and confidentiality
    1. Smooci has notified the Information Commissioner in the United Kingdom for the purposes of the Data Protection Act 1998 and will comply with its provisions.
    2. All personal data collected by Smooci about the Member, Companion or Agent is strictly confidential and will not be shared with any third party except as required by law, and Smooci will only use personal data collected about the Member, Companion or Agent in accordance with the Data Protection Act 1998 and as detailed in the Privacy Policy.
    3. Members’, Companions’ or Agents’ personal data used by Smooci will be stored in a database in accordance with the provisions of the Data Protection Act 1998.
    4. Members’, Companions’ or Agents’ personal data may be used to inform Members, Companions or Agents of any offers or news from Smooci or from carefully selected third parties. In the event that the Member, Companion or Agent does not wish the Member’s, Companion’s or Agent’s personal data to be used in this manner, the Member, Companion or Agent may opt-out in accordance with the terms of the Privacy Policy.
  16. Links to third party websites
    1. This Website or App may provide links to other third party websites on the Internet. These websites may contain information or material that some people may find inappropriate, offensive or irrelevant. These other websites are not under the control of Smooci, and by continuing to access and/or use this Website or App the User or Member, Companion or Agent acknowledge and agree that Smooci is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites or their privacy policies. The inclusion of such links does not imply endorsement of such websites by Smooci or any association with their operators.
    2. By using a third party website, the User or Member, Companion or Agent expressly relieve Smooci of any and all liabilities arising out of or in connection with such use.
    3. The User or Member, Companion or Agent acknowledge and agree that Smooci is not responsible for the availability of any third party websites. Furthermore, Smooci does not endorse any advertising, products or other materials available from any third party websites.
    4. The User or Member, Companion or Agent acknowledge and agree that Smooci is not liable for any loss or damage which may be incurred by Users or Members, Companions or Agents as a result of the availability of any third party websites, or as a result of any reliance placed by Users or Members, Companions or Agents on the completeness or accuracy of any advertising, products or other materials available from any third party websites.
  17. Site availability
    1. Smooci will endeavour to have this Website and App running efficiently and accessible at all times. However, Users or Members, Companions or Agents will be notified on the homepage of this Website of any times when the Website and App may be unavailable due to scheduled maintenance work.
    2. Smooci will not be responsible for any unscheduled downtime which may occur as a result of its servers experiencing technical problems, or the need to carry out emergency maintenance work.
    3. Neither Smooci nor any other party has control over the Internet which is a global decentralised network of computer systems. Interruptions to this Website’s and the App’s availability may occur due to causes beyond the control of Smooci, such as system malfunction or failures of third parties. In these circumstances, Smooci will use its reasonable endeavours to restore the service as soon as reasonably practicable.
  18. Termination
    1. These Terms & Conditions will continue in force until terminated by either a Member, Companion or Agent or Smooci in accordance with Clauses 18.2 or Clause 18.3.
    2. In the event that the Member, Companion or Agent wishes to terminate the legal agreement/contract with Smooci, the Member, Companion or Agent may do so at any time by notifying Smooci and closing the Member’s Account, Companion’s Account or Agency Account. The Member’s, Companion’s or Agent’s notice should be sent via e-mail to contact@smooci.com.
    3. Smooci may terminate its legal agreement/contract with the Member, Companion or Agent immediately if:
      1. The Member, Companion or Agent breaches any provision of these Terms & Conditions, the Privacy Policy and/or the Rules;
      2. Smooci is required to do so by law;
      3. Smooci elects to terminate access to and/or use of this Website or App to Members, Companions or Agents situated in the country in which the Member, Companion or Agent is resident or from which the Member, Companion or Agent may wish to access and/or use this Website or App;
      4. The Member, Companion or Agent Uploads any unlawful or offensive Content or any Content that breaches any provision of these Terms & Conditions;
      5. The Member, Companion or Agent is found to be manipulating this Website or App by carrying out any activities including, but not limited to, hacking, using Trojan computer programs, attempting to launch automated systems, spiders or offline readers;
      6. The Member, Companion or Agent attempts to harvest personal information located on this Website or App;
      7. The Member, Companion or Agent uses the Website or App for non-agreed commercial purposes;
      8. The Member, Companion or Agent exhibits any other unreasonable behaviour that threatens this Website or App; or
      9. The Member, Companion or Agent requests to be de-registered.
    4. For the avoidance of doubt, termination in accordance with clause 18.3.1, by Smooci may result in legal action being brought against the Member, Companion or Agent.
    5. For the avoidance of doubt, if the Member, Companion or Agent requests to be de-registered in accordance with Clause 18.3.9, Smooci will not be responsible for the accuracy of any Content Uploaded to this Website or App by that Member, Companion or Agent that remain on this Website or App.
    6. Upon termination, all of the legal rights, obligations and liabilities that the Member, Companion or Agent and Smooci have been subject to which are expressed to continue indefinitely, shall be unaffected by termination. Furthermore, the provisions of Clause 13.1 shall continue to apply to such rights, obligations and liabilities indefinitely and reported to the local law enforcement agencies or any competent authority, if necessary.
  19. Website And App Disclaimer
    1. Smooci makes no representation that Content Uploaded to this Website or App are appropriate in locations outside the United Kingdom, and accessing them from territories where the Content is illegal is prohibited. Users and Members, Companions or Agents of this Website or App that choose to access and/or use this Website or App from locations outside the United Kingdom are doing so on their own initiative and risk, and will be responsible for compliance with domestic laws.
    2. Smooci disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title and non-infringement. This Website and the App are made available to Users and Members, Companions or Agents “as is” without any warranties whatsoever about the nature, accuracy (either when Uploaded or as a result of the passage of time) of any Content on this Website or App, and Users, Members, Companions and Agents expressly agree that any User’s, Member’s, Companion’s or Agent’s access to and/or use of this Website or App is carried out willingly and under that User’s, Member’s, Companion’s or Agent’s own volition.
    3. Smooci shall not be responsible for any Content Uploaded to this Website or App, and the Member, Companion and Agent agree to indemnify Smooci in accordance with Clause 12.6 and Clause 14.1 in respect of any actions or claims against Smooci arising in accordance with this Clause.
  20. Entire agreement and severability
    1. These Terms & Conditions, including the Privacy Policy and the Rules, as amended from time to time, constitute the entire understanding between the parties with respect to the subject matter of this Website and App and supersede all prior agreements/contracts between the parties relating to it.
    2. If any clause of these Terms & Conditions is held invalid or unenforceable, the clause shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining clauses shall remain in full force and effect. If the User or Member, Companion or Agent breaches these Terms & Conditions and Smooci takes no action against the User or Member, Companion or Agent, Smooci will not be considered to have waived its rights to pursue in relation to the alleged or actual breach according to these Terms & Conditions.
  21. Force Majeure
    1. Smooci shall not be liable for any failure to perform its obligations if caused by matters beyond its reasonable control, including, but not limited to, the following:
      1. Acts of God such as fire, flood, earthquake, storm, hurricane, or other natural disaster;
      2. War, invasion, act of foreign enemies, hostilities, (Whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation and terrorist activity; or
      3. Government sanction, nationalisation, blockage, industrial dispute, lockout or failure of utility service.
  22. Jurisdiction
    1. These Terms & Conditions shall be governed by the laws of England and Wales and the User or Member, Companion or Agent agrees to submit to the exclusive jurisdiction of the English courts. The User or Member, Companion or Agent accepts that nothing in this clause shall prevent Smooci from seeking and enforcing any injunctive relief in any country where the Website is accessible to prevent any infringement of any laws or rules in such countries.