Terms & Conditions

Terms of Use. Last updated: May 20, 2020
These terms of use (“Terms of Use”) are a legal agreement between you and StandApp, Inc., a company operating sMiles software and incorporated in the United States (referred below as sMiles, we, or us) for the use of the sMiles mobile application (sMiles App) and any website and social channel operated by sMiles (the sMiles Website(s)) including, without limitation, www.smilesbitcoin.com

These Terms of Use set out important information regarding your rights and obligations in connection with the sMiles App and sMiles Website(s). 

By downloading, installing or using the sMiles App or accessing the sMiles Website(s), you agree to these Terms of Use which shall bind you.  If you do not agree with these Terms of Use, do not download, install or use the sMiles App or sMiles Website(s). 

sMiles permits you to use the sMiles App and sMiles Website(s) solely in accordance with these Terms of Use. StandApp Inc retains ownership of the sMiles App and sMiles Website(s) at all times.   
These Terms of Use apply to the use of any updates or changes to the sMiles App and sMiles Website(s) that we may issue from time to time.

1. The licences granted to you for the use of the sMiles App and sMiles Website(s) 

sMiles grants you a non-exclusive, non-transferable, revocable licence to do the following in accordance with these Terms of Use (the Licences): 

(i) download, install and use the sMiles App, and any updates to it provided by sMiles from time to time, in object code form for your personal use only on a compatible mobile device owned or controlled by you; and  

(ii) access and browse the sMiles Website(s) for your personal use only.

sMiles may terminate the Licences granted under these Terms of Use at any time in its absolute discretion with or without notice to you. If you breach any provision of these Terms of Use such Licences shall automatically terminate.  Where any of the Licences are terminated, you agree to immediately cease using and accessing the sMiles Website(s) and sMiles App and to delete any copies of the sMiles App held by you.

2. User age restrictions 
If you are below the age of 16, you have to obtain the consent of your parent or legal guardian to use the sMiles App and sMiles Websites(s). 

3. Rights to the sMiles App, sMiles Website(s) and their content 
All intellectual property rights and other rights in or to the sMiles App and sMiles Website(s), and any content of either, made available by or on behalf of sMiles and its licensors, belong to and remain at all times with sMiles and its licensors. sMiles is the trading name of StandApp Inc and we hold unregistered trade mark rights in respect of this name.

The sMiles App and sMiles Website(s) are licensed and not sold under these Terms of Use. The only rights granted to you in relation to the sMiles App and sMiles Websites(s) under these Terms of Use are the Licenses described in Section 1 of these Terms of Use and no transfer of ownership or right to access or use any source code related to the sMiles App or sMiles Website(s) is granted by us.

Where you submit any content whatsoever (“Content”) to the sMiles App or sMiles Website(s), including without limitation any image, text, or data, you retain all intellectual property rights that you hold in such Content. You grant to us a non-exclusive, worldwide, royalty-free, transferable, sub-licensable licence to use, reproduce, publish, distribute, perform, adapt, amend, enhance and communicate such Content from time to time for any purpose relating to the sMiles App, sMiles Website(s) and our business from time to time.

We welcome any feedback or suggestions for improvements relating to the sMiles App, sMiles Website(s) and/or any related products and services offered by us from time to time (Feedback).  Where you provide Feedback to us you agree that we and our affiliates shall have a royalty free right to use such Feedback for such purposes as we see fit from time to time, including, without limitation, to create new, or enhance existing products or services offered by us, and for consumer communication or product promotion, and we shall not be required to compensate you financially for any such Feedback provided, regardless of how we or our affiliates use this.

You must not use the content on the sMiles App or sMiles Website(s) (other than content that is submitted by you to the sMiles App) for any commercial purpose without obtaining written permission from us to do so first.

4. Use of the sMiles App 
In order to use the sMiles App, you may create a user account (a sMiles Account). You are responsible for all uses of your sMiles Account whether by you or a third party. You should ensure that you use a strong password (if applicable) for your sMiles Account and that the details of your password are kept confidential and secure at all times. To the maximum extent permitted by applicable law, we shall not be liable to you for any unauthorised use of your sMiles Account resulting from your failure to maintain restricted access to your mobile device, the confidentiality or security of your user details or failure to use a strong password.

Your sMiles App and/or Account logs details of all transfers of sats to or from your sMiles Account. Please review your sMiles Account regularly. If you identify any erroneous transaction or unexpected activity on your sMiles Account, or you believe that the security of your sMiles Account has been compromised, you must let us know as soon as possible.

Different membership levels may apply to the sMiles Accounts of different users and, depending on the membership level you hold, your entitlement to access functionality of the sMiles App may vary.

When using the sMiles App on your mobile device, you acknowledge and agree that sMiles operates in the background of your mobile device, which in turn may have an impact on the battery life of such device. 

The sMiles App stops rewarding sats to your Account if you do not open the sMiles App for 30 days. Rewarding restarts once you next open the app. 

5. Rewards and reward verification 
sMiles app may reward users with sats - fractions of Bitcoin - using the Lightning Network technology. All reward calculation and verification conducted by our algorithms is considered final and cannot be revised or reversed.It is solely up to sMiles to decide, if, when and with what amount of sats to reward users. sMiles will not accept any claims in regard to rewards. 

We may cap the maximum amount of sats rewards that users of the sMiles App may generate each day or other time period using the sMiles App. The applicable cap may vary depending upon the membership level of the relevant user or other criteria that we chose to apply and we may alter such caps from time to time.

The sMiles App may allow you to send sats to third party users of the sMiles App. Please ensure that you have verified the identity of the recipient of the relevant sats before sending them.  

6. Acceptable Use 
You agree that you shall not:   

(a) seek to get rewards by any means other than your genuine physical movement, attention, and other eligibility criteria specified by sMiles from time to time and, in particular and without limitation, you shall not (i) simulate any such verified movement and/or attention using artificial and/or mechanical means, (ii) enlist third parties to get rewards on your behalf;   

(b) copy, adapt, transmit, reverse engineer, decompile, disassemble, modify, sell the sMiles App or sMiles Website(s) or any content accessible on either, save as otherwise expressly permitted by these Terms of Use or applicable law; 

(c) operate more than one sMiles Account;

‍(d)use the sMiles App or sMiles Website(s) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the sMiles App or sMiles Website(s);

(e) reproduce, frame, display or mirror the sMiles App or sMiles Website(s) other than as a necessary consequence of their normal operation by you;   

(f) infringe our intellectual property rights or those of any third party in relation to your use of the sMiles App or sMiles Website(s); 

(g) transmit any material that is defamatory, explicit, offensive or otherwise objectionable on the sMiles App or sMiles Website(s); 

(h) use the sMiles App or sMiles Website(s) in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;  

(i) employ any technology that interferes in any way with the proper operation of the sMiles App or sMiles Website(s), including by blocking any advertising or promotions displayed thereon; or  

(j) collect or harvest any information or data from the sMiles App or sMiles Website(s) for any commercial purpose, other as otherwise agreed in writing by us. If we discover any breach of this Section 6 by you, we may immediately suspend or terminate your access to the sMiles App and remove and delete any content from sMiles App or sMiles Website(s) violating this Section 6.   

7. Changes and updates to the sMiles App and sMiles Website(s) 
sMiles reserves the right at any time, without liability of any kind, in its absolute discretion (i) to change, suspend, restrict or disable your access to the sMiles App and/or sMiles Website(s), and/or (ii) alter the functionality or contents of the sMiles App and/or sMiles Website(s) with or without notice to you.  We may issue updates to the sMiles App from time to time. Depending upon the nature of the update, you may not be able to continue to use the sMiles App until you have downloaded the latest version of the sMiles App.  

8. Contacting us  
In relation to any matters concerning the sMiles App and sMiles Website(s), including any feedback, questions, complaints or claims, please contact us via our contact channels including Twitter, and Facebook.  

9. No warranty 
The sMiles App and sMiles Website(s) are provided “as is” and “as available” without any representation, warranty or undertaking of any kind as to the availability, performance, accuracy, or completeness of the sMiles App, sMiles Website(s) or the contents of any of them. sMiles does not warrant or undertake that use and availability of the sMiles App and sMiles Website(s) will be uninterrupted or error-free.   

TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE SMILES APP OR SMILES WEBSITE(S).  IF THIS EXCLUSION DOES NOT APPLY UNDER APPLICABLE LAW THE LIABILITY OF SMILES RELATION TO ANY SUCH WARRANTY SHALL IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 

10. Third Party Content For your convenience sMiles may include in the sMiles App or sMiles Website(s) links to other sites on the internet that are owned or operated by third parties (“Third Party Websites”). You also agree that sMiles has no control over the content of Third Party Websites and does not have any responsibility for any material available on such Third-Party Websites nor for any use of or reliance on the contents of such Third Party Websites by you. 

The sMiles App and sMiles Website(s) may include content submitted by other users of the sMiles App and sMiles Website(s) (“Third Party Content”).  You acknowledge that any use of or reliance on such content by you is entirely at your own risk and we are not responsible for such Third Party Content.

The fact that we may link to a Third Party Website, or display Third Party Content, does not imply that we endorse the site or the products or services on such Third Party Websites or that we have reviewed, approved, or verified the Third Party Content. 

11. No Medical Advice 
The sMiles App allows you to track and verify your physical movement, get rewards and use them.

THE SERVICES WE PROVIDE DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS ANY FORM OF MEDICAL ADVICE OR OPINION.

We are not licensed medical professionals, and we are not in the business of providing medical advice. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet or exercise program. The sMiles App is not a tool for the diagnosis or prevention of disease. We do not endorse any third party products or services listed on the sMiles Marketplace and, where these relate to your health, you should always take appropriate medical advice before using them. YOUR USE OF THE SMILES MOBILE APP DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND SMILES.  

12. Changes and updates to the Terms of Use
We may change or update these Terms of Use from time to time. If we decide to do this we will post such changes or updates on our website www.smilesbitcoin.com and on the sMiles App, so that you are always aware of the terms and conditions for the use of the sMiles App and sMiles Website(s). If we make a significant change to these Terms of Use, we may elect to inform registered users by email, however we do not undertake to do so. Therefore you undertake to review these Terms of Use on the sMiles App or sMiles Website(s) from time to time to keep informed of any such updates and changes. Upon any such change or update to the Terms of Use, by continuing to use the sMiles App or any sMiles Website(s) you agree to be bound by such change or update.

From time to time we may make available additional terms or guidance in relation to the usage of sMiles App or sMiles Website(s), and where we do this, you agree to comply with such additional terms or guidance that we make available by continuing to use the sMiles App or any sMiles Website(s).

13. sMiles Marketplace
The sMiles App may enable users to offer goods, services and other benefits to other users that may be redeemed fully or partly in exchange for sMiles rewards.

Where you use the sMiles Marketplace to offer or redeem goods, services or other benefits, any such transaction is entered into directly between you and the legal person making available the relevant goods, services or other benefits to you or redeeming such goods, services or other benefits from you, as applicable. Without limiting the effect of these Terms of Use in any way, transactions taking place on the sMiles Marketplace are subject to the legal terms of the party offering the relevant goods, services or other benefits on the sMiles Marketplace, and we and our affiliates are not party to any such transactions except to the extent that we engage in transactions ourselves directly on the sMiles Marketplace.

You agree that sMiles has no responsibility for any goods, services or other benefits offered by you or by any third party on the sMiles Marketplace. You agree that we have no control over and do not guarantee the quality, safety or legality of any goods, services or other benefits offered by users, the truth or accuracy of their offers, the ability of users to provide any goods, services or other benefits offered, or that a user will actually complete or perform a transaction. Except as otherwise expressly agreed with you, we and our affiliates do not act as agent, contractor, partner or any form of representative of you or any other user of the sMiles Marketplace. Our operation of the sMiles Marketplace should not be taken as an endorsement (express or implied) of any goods, services or other benefits offered on it, nor of any user.

You agree that we may remove any listing or offer on the sMiles Marketplace at any time at our absolute discretion.  All goods, services or other benefits listed on the sMiles Marketplace are offered subject to their availability (which may be limited where stated on the listing) and the applicable terms and conditions of the user listing the relevant offer, and may be withdrawn at any time.

You agree that we and our affiliates have no responsibility to facilitate or offer returns, exchanges or refunds in connection with transactions on the sMiles Marketplace that we have not participated in.

We make no representation, warranty or undertaking that the offer, sale, purchase, export, import or use of any goods, services or other benefits offered on the sMiles marketplace is valid and legal under the laws that apply to you. You accept sole responsibility to ensure the legality of any offer, sale, purchase, export, import or use or any goods, services or other benefits that you list, redeem or buy using the sMiles Marketplace.   

14. Limitation of liability You acknowledge that the sMiles App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the sMiles App meet your requirements. To the maximum extent permitted under applicable law we have no liability whether in contract or otherwise for any (i) loss of profit, loss of business, business interruption, or loss of business opportunity, arising out of or in connection with the sMiles App, sMiles Website(s) and/or this Agreement, or (ii) loss, damage or other liability arising out of the unavailability or malfunctioning of, or other deprivation of access to, the sMiles App or sMiles Website(s) or any inaccurate or incomplete content on either, or (iii) any loss, damage or other liability arising as a result of any reallocation of rewards by us.

15. Apple’s requirements For users of Apple Inc - produced devices such as iPhone, we include certain legal terms in our Terms of Use, and these are set out in Attachment 1 to these Terms of Use.

16. General We may assign or transfer our rights and obligations under these Terms of Use to a third party. You are not entitled to assign or otherwise transfer these Terms of Use without our prior written consent.  Any attempt to do so without our consent will be void.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any act or event beyond our reasonable control.

If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. Each of the provisions of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

These Terms of Use and their subject matter and formation, are governed by U.S. law. You and we both agree that the courts of New York City, NY will have non-exclusive jurisdiction to resolve any disputes under or in connection with these Terms of Use. 

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Attachment 1 

App Store Terms 

1. The Terms of Use are concluded between you and sMiles, and not with Apple Inc (“Apple”). The sMiles App and its contents are the responsibility of us, our licensors and users of the sMiles App (to the extent that such users create, submit or distribute any content via the sMiles App) and not Apple.   

2. The licence to use the sMiles App granted under these Terms of Use is a non-transferable license for you to use the sMiles App on an Apple-branded product that you own or control in accordance with the usage rules set forth in the Apple App Store Terms of Service, except that the sMiles App may be accessed, acquired, and used by other accounts associated with you via any family sharing or volume purchasing arrangements with Apple. 

3. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the sMiles App. We do not offer maintenance or support services in connection with the sMiles App.   

4. Apple will have no warranty obligation whatsoever with respect to the sMiles App, and any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the sMiles App to conform to any applicable warranty set out in these Terms of Use will be solely our responsibility.   

5. We, not Apple, are responsible for addressing any claims by you or any third party relating to the sMiles App or your possession and/or use of the sMiles App, including, but not limited to: (i) product liability claims; (ii) any claim that the sMiles App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  

6. In the event of any third party claim that the sMiles App or your possession or use of the sMiles App infringes that third party’s intellectual property rights, sMiles and not Apple will be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.     

7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

8. You must comply with any third party terms that are applicable to the use of the sMiles App from time to time. 

9. Apple and Apple’s subsidiaries are third party beneficiaries of the Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.