Welcome to Smartest Studio’s website https://trysmartest.com (the “Website”). The following Terms of Service (defined below) is made and entered into between You and Smartest LLC, and sets forth the terms and conditions that govern access, use, and engagement to the Website, Smartest Services, including (but not limited to) any products, materials, content and services provided or exhibited by Smartest. If You choose not to agree to the terms and conditions described herein, You may not use or access the Website or Smartest Services, and must exit / close the website immediately.

1. About the “Smartest Person in the Room”

   Smartest LLC (“Smartest”) creates unique and exciting entertainment services in the nature of live and on-demand quizzes, trivia, competitions in the field of trivia and games, audio-video productions (including but not limited to any sales materials or sizzle reels), and other innovative audience engagement experiences, that are comprised of unique audio-visual content, trivia questions, short-form factual and/or educational content, polling and questions, surveys and questionnaires, and other entertainment experiences that may be offered, distributed, exhibited and displayed across multiple screens, platforms, the Website (or other websites), social media, and other digital and streaming services, live in-person, and virtually / asynchronously, to be exhibited, viewed, played, engaged, viewed with or by YOU, a participant (“You”, “Your”, “Participant”, or “User”) either passively, or actively via one or more unique devices (e.g., smartphone, tablet, computer), and under unique derivative titles / names, including, but not limited to, “The Smartest Person in the Room”, “The Smartest Person in the Stadium”, “The Smartest Person in Late Night”, “The Smartest Person at Chase Center [OR OTHER VENUE NAMES]”, “The Smartest Person on Broadway”, “The Smartest Person on the Plane”, “The Smartest Person at the US Open”, “The Smartest Person at the Park”, “The Smartest Person at the Globetrotters”, “The Smartest Person at the Pump”, “The Smartest Person at the Bowl”, and other logical or similar deviations thereto (the “Smartest Services”).
   

2. Acceptance of Terms of Service

   (a) You / Your use of Smartest Services and associated software and experiences of Smartest LLC is conditioned upon Your acceptance, eligibility and compliance with the following principal terms and conditions (collectively, “Terms of Service”, or “ToS”). By using Smartest Services, You agree to be bound by the ToS.

   (b) By viewing and/or voluntarily electing and agreeing to “opt in” and participate in Smartest Services (e.g., a trivia game) You become a non-exclusive, non-transferrable “user” of such Smartest Service, and You expressly agree in good faith to accept, to be bound by, and comply with (i) ToS (described herein), and (ii) Smartest Privacy Policy.

   (c) Smartest, at its sole discretion, reserves the right at any time to amend, change, modify, add or delete the terms and conditions of these ToS described herein.

   (d) These ToS shall NOT create any agency, partnership, joint venture, association, or any other relationship between User and Smartest or its partners.

   (e) If any provision of the ToS is found by a court of competent jurisdiction to be void or otherwise unenforceable, the remainder of the ToS will remain valid, in effect, and enforceable as though such void or unenforceable provision were absent.

3. Account Responsibilities

   (a) Account: In certain instances, a User may be required to create an account, username, or other registration requirements (each, an “Account”). By creating an Account, You (i.e., “User”) represent that all information User provides during the registration process is accurate.

   (b) Age Representation: User represents and warrants that User has the authority, right, and power to comply with the terms and conditions described herein, and to be eligible to participate as a User of Smartest Services, that User is at least thirteen (13) years old. Children under the age of thirteen (13) are not eligible or permitted to use the Smartest Services without express content of a parent or legal guardian. User expressly acknowledges and agrees to indemnify and hold harmless Smartest against all third-party and governmental claims, damages, liabilities, penalties, and costs (including any reasonable attorney’s fees or expenses associated thereto) awarded against Smartest as a result of such User’s representation of User’s legal age. At all times, Smartest reserves the right, at its sole discretion, to require Users to submit further proof of eligibility as may be required by Smarttest.

   (c) Privacy Policy: As a User of Smartest Services, You expressly agree to the terms of Smartest’s Privacy Policy.
   

4. General Terms & Conditions

   (a) User acknowledges that User’s participation in Smartest Services shall be User’s own risk (including any passive viewership / viewing).

   (b) At no time whatsoever shall Smartest represent, guarantee, or otherwise be responsible for the accessibility of a User’s ability to connect to successfully participate - including, but not limited to, the ability to (i) login, (ii) scan a QR code, (iii) link to a URL, (iv) receive text / SMS messages or emails, (v) be in “line-of-sight” to properly view Smartest Services, (vi) hear Smartest audio (if applicable), (vii) read audio-visual text on any screen - nor shall Smartest be responsible for the availability of Wifi / “hotspot” and/or Wifi / “hotspot” signal strength, mobile / cellular availability or reception (e.g., 3G, 4G, 5G signals as offered by telecommunications companies in the U.S. and other territories), nor can Smartest represent nor guarantee the technical feasibility of a User’s personal device (e.g., a smartphone, mobile phone, tablet, computer) to successfully access Smartest Services.

   (c) User grants Smartest and its designees the right to use User’s name / nickname, likeness, image, voice, appearance, and Personal Information (as defined in the Privacy Policy) associated with Smartest Services (collectively, “User Data”). This grant includes without limitation the right to edit, mix or duplicate, and to use or re-use User Data in whole or part at Smartest’s sole election, including but not limited to social media and other marketing or press materials.

   (d) Smartest and its designees shall have complete ownership of the Smartest Services in which User may have participated, including any and all trademark and copyright interests, and User expressly acknowledges and agrees that User has no interest or ownership in Smartest LLC, Smartest Services or User Data whatsoever.

   (e) User grants to Smartest the right to use User Data on a non-discriminatory basis, in whole or part, as embodied in the Smartest Services and creative materials whether recorded on or transferred to video files, photographs, videotape, film, slides, audio files, audio tapes, or other media, now known or later developed. This grant includes without limitation the right to edit, mix or duplicate and to use or re-use the Smartest Services, User Data, and creative materials in whole or part as Smartest may elect, including but not limited to social media and other marketing or press materials. Smartest shall have complete ownership of Smartest Services in which the User may appear, including copyright interests, and User acknowledges that User has no interest or ownership in the Smartest Services, User Data, trademarks or its copyright whatsoever.

   (f) User grants to Smartest the right to exhibit, broadcast, market, sell and otherwise distribute the Smartest Services, either in whole or in parts, and either alone or with other products, for commercial or non-commercial exhibition, digital, television or theater, on-demand video distribution, or any other purpose that Smartest in its sole discretion may determine (including, for clarity User Data). This grant includes the right to use the Smartest Services and creative materials for promoting or publicizing any of the uses.

   (g) User grants to Smartest the non-exclusive, worldwide, royalty-free, fully sub-licensable license to use and otherwise exploit User Data and other identifying information in connection with the picture or video, in any form, media, software, or technology of any kind now known or developed in the future, worldwide and in perpetuity.

   (h) User hereby grants to Smartest all clearances, copyright and otherwise, for use of User Data embodied in the Smartest Services and creative materials. The rights granted to Smartest by User herein are perpetual and worldwide.

   (i) User hereby grants to Smartest the right to send follow up email and/or text / SMS messages for marketing, communications, surveys, and brand partners.

   (i) User (X) has not been and shall not be involved or participate in any dishonest, deceptive or fraudulent act or conduct in relation to Smartest Services, (Y) has not offered or accepted any special or “secret” assistance to rig the outcome of Smartest Services, and (Z) if any other party attempts or ties to induce User to do so, User shall immediately notify Smartest.

   (j) Smartest has no financial commitment or obligations to User as a result of User’s participation in Smartest Services. User’s participation does not entitle User to receive any compensation, financially or otherwise, from Smartest, its designees or partners.

   (k) Indemnity. User expressly releases and indemnifies Smartest, its designees and its officers, employees, agents, sponsors and representatives from and against any and all liabilities, costs, loss, claims, damages or expenses, known and unknown, arising out of acceptance of any participation as a User of one or more Smartest Services, acceptance of any prizes, or in any way connected with the granted uses and representations herein, including (but not limited to) personal injury, and damage to property and whether or not direct, consequential or foreseeable.

   (l) User shall not (X) publicly criticize Smartest or Smartest Services by way of news interviews, social media, or expressions of personal views, opinions, or judgements to the news media, or (Y) engage in any act or words that shall be defamatory, obscene or profane.

   (m) No Recording. At no times shall Users be permitted to record, share, copy or reproduce, or otherwise exhibit or disclose to any other party directly or indirectly any Smartest Services, User Data, or Personal Information in writing, digitally (e.g., social media, e-mail, text, phone), orally, or via any other method, format or manner.

5. Prizing, Rewards

   (a) Smartest does not guarantee the availability of any cash or non-cash prizes, and Smartest reserves the right to replace and/or substitute such prize(s) with any other prize(s) of similar value as determined by Smartest or its designees in its sole discretion.

   (b) In the event User elects not to accept a prize, the prize shall be deemed immediately forfeited by User.

   (c) All prizes are non-transferrable, non-assignable and non-exchangeable by User and User agrees to and be adhered to by any special terms and conditions directly related to such prizes.

   (d) User is solely responsible for any and all taxes payable as a result of a prize being awarded to or received by User.

   (e) Any travel prizes awarded to User shall be in accordance with Smartest’s standard terms and conditions, and/or respective carrier terms and conditions, where specified, including but not limited to specific eligibility requirements related thereto.

   (f) If prizes awarded to User are in the form of “free” or “discounted” tickets or other forms of giveaways, User shall be bound by the partner’s standard terms and conditions related thereto.

   (g) Neither Smartest, nor its designees and its officers, employees, agents, sponsors, representatives, or assigns, shall be liable to any User in respect of any failure to win a prize, defective prizes or misuse of any prizes arising out of or in connection with the Product and participation by User in such activities.

   (h) Disqualification. At any time, Smartest reserves the right to disqualify User and/or revoke any prizing if (i) User is ineligible or has not met eligibility criteria as outlined in the ToS, (ii) User breaches the terms and conditions of the ToS described herein, (iii) at Smartest’s reasonable discretion, it believes that User has attempted or will attempt to undermine the operation of the Smartest Services by way of fraud, deception, cheating, or conduct deemed unacceptable to Smartest. In the event of a disqualification, Smartest reserves the right to withhold any prizing and/or demand for the return of any prizing or payments from User.

6. Confidentiality

   (a) As a User or viewer of Smartest, the Website, and Smartest Services’ - including any Confidential Information (as defined below) - You expressly acknowledge and agree that Smartest’s proprietary content, Website, Confidential Information, brand, entity, experiences, creative materials, data, research, technologies, capabilities, and/or other technical information are the sole property of Smartest, and that at no time shall You have any interest or ownership or license in Smartest, its content, IP, technologies, patents, trademarks, creative materials, or copyrights in whole or part, unless otherwise expressly agreed to by Smartest in writing. Further, You agree to treat any Confidential Information as strictly confidential and You shall consider any such information to be valuable, confidential and a trade secret of Smartest.

7. Confidential Information. "Confidential Information" means any information that may be disclosed or exhibited by Smartest to You, either directly or indirectly, in writing, orally or by inspection of tangible and intangible objects, including, but not limited to, the Website, proprietary information, intellectual property, trademark(s), technical data, trade secrets, patents, or know-how (including, but not limited to, works of original authorship, sales materials, presentations, documents, memorandums, website(s), unique and creative concepts, creative materials, research, product plans, products, services, markets, photographs, negatives, digital images, software, computer programs, source code, object code, ideas, inventions (whether or not patentable), processes, formulas, technology, designs, drawings and engineering, hardware configuration information, marketing or finance documents, promotional methods, volumes of sales, customer, vendor and supplier names, lists and data and other technical, business, financial, customer and product development plans, forecasts, strategies and information, price policies, business opportunities and strategic partnerships and alliances).

8. Derivative Works. Confidential Information shall include any derivative productions or works that are related to, similar, or substantially similar to any Confidential Information of Smartest, including any "spin-offs" based on related storylines, or substantially similar storylines, concepts, creative ideas, or Confidential Information of Smartest, and any concepts or information that may be prepared for, exhibited, or disclosed to You shall be owned solely and exclusively by Smartest and treated as Confidential Information of Smartest.

9. You expressly agree not to, directly or indirectly (i) use any Confidential Information for any purpose except as described herein, or (ii) divulge or disclose any Confidential Information to any third parties without express written consent of Smartest.

10. No Reverse Engineering. At NO time shall You be permitted to reverse engineer, decompile, or otherwise attempt to obtain the source code, tools, or underlying data or information of the Website, Smartest Services, or any of Smartest’s Confidential Information directly-related thereto.

11. Nothing in this ToS is intended to grant any license or rights to You or any third Party under any trademark, patent, copyright, trade secret or other proprietary or intellectual property right of Smartest. You expressly agree that You will take all reasonable measures necessary to protect and avoid disclosure of the Confidential Information.

12. Miscellaneous

    (a) Reservation of Rights. Company expressly reserves all rights not specifically granted, agreed to, or contemplated herein.

    (b) Termination. At its sole discretion, Smartest may suspend or terminate User access to and use of the Smartest Services at any time and without notice to User.

    (c) Applicable Law. A User’s acceptance of the ToS shall be interpreted in accordance with the laws of the State of Delaware.

    (d) Assignment. Smartest shall have the right to assign these ToS as may be determined by Smartest. At no time shall User have the right to assign ToS in whole or part.

    (e) USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USER SHALL NOT HAVE THE AUTHORITY TO ENTER INTO ANY ORAL OR WRITTEN AGREEMENTS OR COMMITMENTS OF ANY KIND ON BEHALF OF SMARTEST.