Terms and Conditions

Last Updated: August 7, 2025

Welcome to SmartNews! You are now reading the Terms of Service (the “Terms”) that serve as an agreement between you and SmartNews (“SmartNews,” “we,” “us,” or “our”) for the use of our mobile device application (“App”), and our news mining and delivery services, accessible via our App To make these Terms easier to read, our services, our websites, and the App are collectively called the “Services.” In these Terms, each person that accesses or uses our Services is referred to as “you” or “your.” If you are located in Japan, SmartNews means SmartNews, Inc., a Japanese corporation. If you are located outside of Japan, SmartNews means SmartNews International, Inc., a Delaware corporation.

IMPORTANT: THESE TERMS CONTAIN WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY AND INDEMNITY PROVISIONS, AN AGREEMENT TO BINDING ARBITRATION IN CERTAIN CASES, WAIVER OF JURY TRIAL, AND A CLASS ACTION WAIVER.

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, please do not use the Services.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know by posting the modified Terms on the App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.

Account

You can create an account in order to enable certain function(s) of the Services.

You shall be responsible for the management of your own account, and shall not lend, sell, pledge, or otherwise transfer the account to any third party.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@smartnews.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy (https://www.smartnews.com/privacy) for information on how we collect, use and disclose information from our users.

Content Ownership

SmartNews and its licensors exclusively own all right, title and interest in and to the Services and all Content that is not News Content, Advertising Content or User Content, including all associated intellectual property rights. All rights to the News Content and Advertising Content are retained by the third-party that is the source of such Content. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. “Content” means text, graphics, images, music, software, audio, video, content, works of authorship of any kind, and information or other materials that are posted, generated, distributed, disseminated, provided or otherwise made available through the Services. “News Content” means any and all Content provided via the Services that comprises news content. “Advertising Content” means advertising provided via the Services on behalf of third-parties. “User Content” means any and all Content provided by users via the Services.

This Agreement does not authorize you to, and you may not, copy, distribute, transfer, modify, publicly display, publicly perform or create derivative works based upon Content without our or our partners’ permission.

Users who post the User Content shall grant the SmartNews a worldwide, non-exclusive, royalty-free license(with the right to sublicense such content to other third parties working together with the Company), for an indefinite period, to use (after modifying such content, if the Company believes it necessary and proper) such content for the Services and/or promotional purposes.

Rights and Terms for Apps

Rights in App Granted by SmartNews

Subject to your compliance with these Terms, SmartNews grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. SmartNews reserves all rights in and to the App not expressly granted to you under these Terms.

Additional Terms for App Store Apps

If you accessed or downloaded the App from the Apple Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.

If you accessed or downloaded the App from any app store or distribution platform (like the Apple Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:

These Terms are concluded between you and SmartNews, and not with App Provider, and that, as between SmartNews and the App Provider, SmartNews, is solely responsible for the App.
App Provider has no obligation to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of SmartNews.
App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, SmartNews will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.
You must also comply with all applicable third-party terms of service when using the App.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App 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.

Other Additional Terms

The Services may make calls to the YouTube API in order to gather data that is used to improve the Services. By using the Services, you agree to be bound by the YouTube Terms of Service, which are found at https://www.youtube.com/t/terms.

General Prohibitions and SmartNews’s Enforcement Rights

You agree not to do any of the following:

Use, display, mirror or frame the Services or any individual element within the Services, SmartNews’s name, any SmartNews trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SmartNews’s express written consent;
Access, tamper with, or use non-public areas of the Services, SmartNews’s computer systems, or the technical delivery systems of SmartNews’s providers;
Attempt to probe, scan or test the vulnerability of any SmartNews system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SmartNews or any of SmartNews’s providers or any other third party (including another user) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SmartNews or other generally available third-party web browsers;
Use any meta tags or other hidden text or metadata utilizing a SmartNews trademark, logo URL or product name without SmartNews’s express written consent;
Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy

SmartNews respects copyright law. Please see SmartNews’s Copyright Policy at https://www.smartnews.com/copyright for further information.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites, advertising, or resources. We provide these links only as a convenience for you. We do not endorse, verify or vouch for and are not responsible for any view expressed, or the content, products or services on or available from those websites, advertising, or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites, advertising, or resources.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Services, the following provisions will survive: ownership provisions, warranty disclaimers, Indemnification, limitations of liability, dispute resolution, and general terms provisions.

Warranty Disclaimers

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. SmartNews does not create, prepare or maintain any News Content provided by or available on third-party websites or resources that are accessible via our Services, and we assume no liability or responsibility for any such third-party News Content. Under no circumstances will SmartNews be liable, directly or indirectly, to any party for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such News Content. Your use of and reliance on such News Content will be at your own risk.

Indemnity

You will indemnify and hold harmless SmartNews and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, or (ii) your violation of these Terms.

Limitation of Liability

NEITHER SMARTNEWS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, DEVICE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SMARTNEWS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL SMARTNEWS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS OF ONE HUNDRED DOLLARS ($100).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SMARTNEWS AND YOU.

Dispute Resolution

Dispute Resolution; BINDING INDIVIDUAL ARBITRATION; CLASS-ACTION WAIVER.

PLEASE READ THESE DISPUTE RESOLUTION TERMS CAREFULLY. THEY REQUIRE YOU AND SMARTNEWS TO ARBITRATE CERTAIN CLAIMS, AND LIMIT HOW YOU AND SMARTNEWS CAN SEEK RELIEF FROM EACH OTHER. WITH LIMITED EXCEPTIONS, THESE TERMS PRECLUDE YOU AND SMARTNEWS FROM SUING IN COURT OR PARTICIPATING IN A CLASS ACTION AND YOU AND SMARTNEWS AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. YOU AND SMARTNEWS ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. PLEASE FOLLOW THE INSTRUCTIONS BELOW IN CLAUSE (l) BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE.

(a) Claims Subject to Dispute Resolution Terms. These Dispute Resolution Terms apply to all Claims between you and SmartNews, including those that arose before and after you accepted any version of these terms containing an arbitration provision. “Claim” means any dispute, claim, cause of action, or controversy between you and SmartNews, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that arises from or relates to your use of the Services, any advertising or promotions conducted by or for SmartNews, or any use or disclosure of your information or information about you, or claims related to the arbitrability, validity, enforceability, or scope of any consumer terms and conditions between you and SmartNews.

(b) Customer Service Resolution. Our customer support team is available to address concerns you may have regarding our products, software, and services. Most matters can be quickly resolved in this manner. We encourage you to contact our customer support team prior to initiating the informal dispute resolution process.

(c) Required Informal Dispute Resolution. Except for IP Claims (defined in clause (d) below) and Claims requiring a temporary restraining order, if either of us has a Claim against the other, both of us must first attempt to resolve the Claim informally before the Claim may be brought in arbitration. You and SmartNews will make a good-faith effort to negotiate for 30 days towards the resolution of any Claim, or for a longer period as mutually agreed in writing by you and SmartNews (“Informal Resolution Period”) from the day you or SmartNews receive a written notice of a Claim from the other party (a “Claimant Notice”) meeting the requirements described below.

You need to send any Claimant Notice to SmartNews by email addressed to legal@smartnews.com or by mail to SmartNews’ registered agent for service of process. SmartNews will acknowledge by email any Claimant Notice it receives from you. SmartNews will send any Claimant Notice to you by mail using any postal or email address that you provided to us or that we obtain. The Claimant Notice sent by either party must provide factual information sufficient for the receiving party to evaluate the individual Claim and must (i) include the claimant’s name, mailing address, email address, and any relevant information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief requested, including a good-faith explanation of how the specific relief requested was determined.

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of resolution if it chooses to do so. During the Informal Resolution Period, you and SmartNews will participate in an individual meet-and-confer (“Meet-and-Confer”) in person or, at a party’s election, via videoconference. The Meet-and-Confer will be scheduled on a date and time, during SmartNews’ normal business hours, as mutually agreed by the parties. The Meet-and-Confer will address only the Claims between you and SmartNews. If you are represented by counsel, your counsel may participate in the Meet-and-Confer, but you will need to be present for and during the entirety of the Meet-and-Confer. SmartNews will participate through one of its representatives, and its counsel may also be present. You or SmartNews can file a Claim in arbitration only upon completion of the Meet-and-Confer for your Claim and only after the end of the Informal Resolution Period.

If you or SmartNews file a Claim in arbitration without complying with the requirements in these Dispute Resolution Terms, including waiting until the conclusion of the Informal Resolution Period and completion of the Meet-and-Confer, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party who has not followed the requirements, including to reimburse that party for any reasonable costs and fees, including arbitration fees and attorneys’ and experts’ fees and expenses.

The statute of limitations and any filing-fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that you and SmartNews can engage in this informal dispute-resolution process.

(d) Claims Subject to Binding Arbitration; Exceptions. If you reside outside of Japan, then, except for IP Claims, both parties agree that all Claims meeting the requirements of Section (c) that are not resolved during the Informal Resolution Period, including Claims that are unrelated to IP Claims but are jointly filed with IP Claims, will only be resolved by a neutral arbitrator through final and binding arbitration instead of in a court as set forth below. “IP Claims” means Claims that exclusively relate to infringement of your or SmartNews’ (or its licensors’) intellectual-property rights (such as patent, copyright, trademark, tradename, trade dress, trade secret, or moral rights, but excluding any privacy or publicity rights). For clarity, arbitration does not apply if you reside in Japan.

(1) Binding Individual Arbitration. Subject to the terms of clause (d)(2), a Claim not excluded under clause (d) will be resolved only by binding individual arbitration conducted by American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by AAA, if you are a “Consumer,” meaning that you only use our Services for personal, family, or household purposes, the rules applicable to Claims between you and SmartNews (the “Applicable Rules”) are the then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Dispute Resolution Terms. The enforceability of these Dispute Resolution Terms will be substantively and procedurally governed by the FAA to the extent permitted by law. This clause (e) will be construed to the maximum extent possible to comply with the laws of the State of California, including, to the extent applicable, the California Arbitration Act (Cal. Code Civ. Proc., § 1297.11 et seq). Unless otherwise agreed by the parties, the arbitration shall be held in San Francisco, California USA and the arbitration shall be conducted in the English language and documents and submissions shall be in the English language.

If it is determined by a court of competent jurisdiction that any provision or wording of this clause (d)(2) is invalid or unenforceable under applicable law, such invalidity will not invalidate all of this clause (e). In that case, this clause (e) will be construed so as to limit any term or provision to make it valid or enforceable within the requirements of applicable law, and, in the event and to the extent such term or provision cannot be so limited, this clause (e) will be construed to omit such invalid or unenforceable provision.

As limited by applicable law, these Dispute Resolution Terms, and the Applicable Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim in arbitration and to grant any remedy or relief that would be available in a court under law or in equity.

To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or SmartNews to satisfy one of the individual Claims. The arbitrator’s award is binding on both you and SmartNews and may be entered as a judgment in any court of competent jurisdiction. You and SmartNews understand that absent these Dispute Resolution Terms, each would have the right to sue in court and have a jury trial. You and SmartNews further understand that the right to discovery may be more limited in arbitration than in court.

You or SmartNews may initiate arbitration of any Claim meeting the requirements of clause (c) that are not resolved during the Informal Resolution Period by filing a demand for arbitration with the designated arbitral service above as applicable to you based on where you reside.

You must send a copy of any demand for arbitration to SmartNews by certified mail addressed to SmartNews, Attn: General Counsel, 291 Alma St, Palo Alto, California 94301 USA or by certified mail to SmartNews’ registered agent for service of process in the State of Delaware.

SmartNews will send any demand for arbitration to you by certified mail using the postal address you provided in your Claimant Notice or in your response to the Claimant Notice sent to you by us or otherwise obtained by us.

ANY SUCH ARBITRATION SHALL BE CONDUCTED BY YOU AND SMARTNEWS IN EACH’S RESPECTIVE INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND EACH OF YOU AND SMARTNEWS WAIVE THE RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS, UNLESS OTHERWISE STATED IN THESE DISPUTE RESOLUTION TERMS. If any court or arbitrator determines that the foregoing class-action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in these Dispute Resolution Terms shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Claims. Any such Claims so released from arbitration (that the parties do not settle) must be resolved by bench trial in a court of competent jurisdiction in accordance with clause (o) below.

(2) Small Claims. You or SmartNews may pursue any Claim, except IP Claims, in a small-claims court instead of through arbitration if (i) the Claim meets the jurisdictional requirements of the small claims court and (ii) the small claims court does not permit class or similar representative actions or relief.

(3) Arbitration Fees. Except for the circumstances outlined in clauses (d)(4) and (d)(5) below and for Mass Arbitrations (as defined in clause (d)(7) below), to the extent the initial-filing fee for the arbitration exceeds the initial-filing fee for a lawsuit, SmartNews will pay the difference in fees.

(4) Frivolous or Improper Claims. To the extent permitted by law, a claimant must pay all reasonable costs and fees incurred by the responding party (including arbitration fees and attorneys’ and experts’ fees and expenses) related to a Claim if an arbitrator or court determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, including to harass the responding party, cause unnecessary delay, or increase the cost of dispute resolution.

(5) Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable than the last written offer of settlement that a party did not accept, then that party must pay all reasonable costs and fees (including arbitration fees and attorneys’ and experts’ fees and expenses) incurred by the offering party after the date on which the written settlement offer was made.

(6) Confidentiality. If you or SmartNews serve a Claimant Notice, you and SmartNews agree to cooperate to seek protection for any confidential, proprietary, trade-secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery. You and SmartNews agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery.

(7) Mass Arbitrations. If 25 or more Claimant Notices are received by a party within 180 days of the first Claimant Notice that the party received, and all such Claimant Notices raise similar Claims and have the same or coordinated counsel, then these Claims will be deemed to be “Mass Arbitrations.” You or SmartNews may advise the other if you or SmartNews believe that the Claims at issue are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable.

Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in a Mass Arbitration from the time a compliant Claimant Notice has been received by a party until these Dispute Resolution Terms permit such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

After that point, counsel for the parties will select 20 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. You and SmartNews acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this clause (d)(7).

A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid by SmartNews. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation does not yield a resolution of all remaining Mass Arbitrations, the requirement to arbitrate in these Dispute Resolution Terms will no longer apply to Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Mass Arbitrations released from the requirement to arbitrate must be resolved by bench trial in a court of competent jurisdiction in accordance with clause (o) below.

IF MASS ARBITRATIONS RELEASED FROM THE REQUIREMENT TO ARBITRATE ARE BROUGHT IN COURT, THEY ARE SUBJECT TO A WAIVER TO JURY TRIAL BY BOTH PARTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Claimants may seek class treatment, but to the fullest extent allowed by applicable law, the class sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

Courts will have authority to enforce the bellwether and mediation processes defined in this clause and may enjoin the filing of lawsuits or arbitration demands not made in compliance with these processes.

(8) 30-Day Right to Opt Out. You have the right to opt out of arbitration by sending written notice of your decision to opt out to legal@smartnews.com within 30 days of the date you first become subject to these Dispute Resolution Terms. Such notice must include the name of each person opting out and contact information for each such person (both mailing and email addresses), the specific Services used that are at issue. For clarity, opt-out notices submitted via any method will not be effective. If you send timely written notice containing the required information in accordance with this clause (l), then neither party will be required to arbitrate the Claims between them.

(e) Enforcement. If any part of these Dispute Resolution Terms is held to be invalid or unenforceable, that part will no longer apply to the parties but all other parts of these Dispute Resolution Terms and any other terms referencing these Dispute Resolution Terms will remain in effect unless otherwise provided in these Dispute Resolution Terms. Notwithstanding the forgoing, to the extent that clause (d)(7) is held to be invalid or unenforceable, then neither you nor SmartNews will be bound by the requirements outlined in these Dispute Resolution Terms to arbitrate the pending Claims brought in arbitration by either party, and the party who initiated the arbitration shall withdraw the requests promptly. Either party may pursue such pending Claims in a court of competent jurisdiction in accordance with clause (g) below. If SmartNews does not enforce any provision of these Dispute Resolution Terms in any specific instance, that will not be considered a waiver of SmartNews’ rights hereunder. Any waiver of these Dispute Resolution Terms must be obtained in a written document signed by an authorized representative of SmartNews.

Except as otherwise provided in these Dispute Resolution Terms, if a Claim does not proceed in arbitration, the class-action waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the Claims of multiple individuals in a single proceeding, except that you and SmartNews may participate in a class-wide, collective, and/or representative settlement of Claims.

(f) Governing Law. If you reside in Japan, these Terms will be governed by the laws of Japan. If you reside in any country other than Japan: (i) you agree that for purposes of these Terms we are solely based in California USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions; and (ii) these Terms and any Disputes arising out of or relating to them and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of the State of California, without regard to its conflict of law principles, and the Uniform Computer Information Transactions Act is hereby excluded in its entirety from application to these Terms. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to these Terms.

(g) Venue. If you reside in Japan, for all Claims will be resolved through the Tokyo District Court or the Tokyo Summary Court, which shall have exclusive jurisdiction. If you reside outside of Japan, for all Claims not subject to arbitration pursuant to these Dispute Resolution Terms and that cannot be heard in small claims court, each party irrevocably accepts the non-exclusive jurisdiction of state or federal courts of competent jurisdiction located in San Francisco, California USA and waives any right to object to the venue on any ground.

General Terms

These Terms constitute the entire and exclusive understanding and agreement between SmartNews and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between SmartNews and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without SmartNews’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. SmartNews may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by SmartNews under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services.

SmartNews’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SmartNews. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact SmartNews at:

info@smartnews.com Ichigo Jingumae Building 2F, 6-25-16 Jingumae, Shibuya-ku, Tokyo, Japan

SmartNews Terms of Service