Please read these Terms and Conditions (the "Agreement") carefully as they contain important information regarding your legal rights and obligations as Client under which you are allowed to access and use the SmartReach AI website, platform, and services.
Prior acceptance of this Agreement is mandatory for using the SmartReach AI website, platform, and services. By accepting this Agreement, you represent that you have fully read and understood it and agree to be bound by it, and that you have full power and authority to enter into this Agreement, personally or on behalf of the entity you represent. If you do not have such authority or you do not agree with this Agreement, you may not use the website, platform, or services.
Accessing and/or using the website, platform, and services automatically qualifies the respective person or entity as a Client within the meaning of this Agreement and imposes the obligation to comply with the provisions set forth in this Agreement and any applicable Order Form.
The website https://www.smartreachai.com (the "Website") and the platform https://app.smartreachai.com (the "Platform") are owned and managed by SmartReach AI LLC, a limited liability company incorporated under the laws of the State of Wyoming, USA.
1. Applicability
1.1. This Agreement governs Client's access and use of SmartReach AI Website, Platform, and Services. It consists of:
- General Terms, which contain the core legal and commercial terms that apply to your use of the SmartReach AI Website, Platform, and Services.
- Order Form, which contains the details of your purchase, including your subscription term, services purchased and fees.
- Data Processing Agreement (DPA), which regulates the processing of personal data by SmartReach AI LLC on behalf of Client, available at /data-processing-agreement.
2. Definitions
2.4. "Affiliates" in relation to any of the Parties means any individual or corporate entity which directly or indirectly controls, is controlled by, or is under common control with any of the Parties. "Control" means possession of the power to vote in excess of 50% of the voting equity interest.
2.5. "Order Form" means Company's approved form, engagement letter or online subscription process by which Client agrees to subscribe to the Services.
2.6. "Account" means a combination of a username and password required to authenticate a user in the Platform.
2.7. "Services" means all of Company's web-based websites, applications, tools and platforms that Client has subscribed to under an Order Form or that Company otherwise makes available to Client, including ancillary products and consulting services, whether for a fee or free of charge.
2.8. "Services Catalog" means the list of all Services provided by Company.
2.9. "Subscription" means the Services acquired by the Client for which the Client pays a Fee.
2.10. "Subscription Term" means the initial term of Client's subscription as specified in the Order Form, and each subsequent renewal term.
2.11. "Fee" means the amount paid by Client for the Services.
2.12. "Users" means Client's employees, representatives, consultants, contractors, or agents authorized to use the Services.
2.13. "Recipient" means Client's recipients and other individuals about whom Client has given information or interacted with via the Services.
2.14. "Company Content" means all information, data, text, software, sound, video, images, scripts and tags that Company incorporates into the Services.
2.15. "Client Data" means all information that Client submits or collects via the Services.
2.16. "Personal data" means any information relating to an identified or identifiable natural person.
2.17. "Confidential Information" means any data, document or information disclosed by one Party to the other, including business, financial, customer, vendor, marketing, employee, intellectual property and technical information, whether or not marked as confidential.
2.18. "Third-Party Technology" means non-embedded products, software, technology, websites, and professional services provided by third parties which interoperate with the Services.
2.19. "Authorized Payment Method" means a current, valid, payment method accepted by us.
3. Interpretation
3.1. Words denoting the singular include the plural and vice versa, and references to a person include its successors and permitted assigns.
3.2. References to a specific section, clause or appendix are references to that section, clause or appendix of this Agreement.
3.3. References to an agreement include amendments, supplements or assignments from time to time.
3.4. Headings are for convenience of reference only and do not affect interpretation.
4. Access to and Use of Services
4.1. Subject to this Agreement, Company shall provide its Services to Client. During the Subscription Term, we shall provide your Users access to use the Services as described in this Agreement and, if applicable, in the Order Form. You must ensure that all access, use and receipt by your Users (and your Affiliates' users) complies with this Agreement, and you remain liable for their compliance.
4.2. Limits that apply to you are specified in your Order Form, this Agreement, or our Services Catalog. You must be 18 years of age or older to use the Services.
4.3. You may subscribe to additional features by placing an additional order or activating them from within your account. This Agreement applies to all additional Order Forms and features.
4.4. Depending on your Services, you may be entitled to downgrade your Subscription per the terms in your Order Form.
4.5. We may modify the Services from time to time, including by adding or deleting features.
4.6. Client support terms are described in your Order Form.
4.7. You shall not use the Services in any way that violates these terms or applicable law, and shall notify us promptly of any unauthorized use of your or your Users' account.
4.8. You acknowledge that the Services process Personal Data in accordance with the DPA. You represent that you have obtained all required consents from Users and Recipients. We disclaim any liability resulting from your use of the Services to collect, process or manage Personal Data.
4.9. Free / trial Services are provided until the earlier of the end of the trial period or the start of your paid Subscription. Unless you purchase a Subscription before the end of the trial, all of your data in the Services will be permanently deleted at the end of the trial.
5. Fees and Payment
5.1. The Fee shall remain fixed during the Subscription Term unless you upgrade Services or base packages, subscribe to additional features, or otherwise agreed in your Order Form.
5.2. If paying by credit card, you authorize us to charge your Authorized Payment Method for all Fees payable during the Subscription Term. We may retry failed charges and may suspend or terminate Services if we cannot successfully charge a valid payment method.
5.3. If paying by invoice, we will invoice no more than thirty (30) days before the beginning of the Subscription Term. All amounts invoiced are due within thirty (30) days from the invoice date unless otherwise specified.
5.4. You shall keep your business information, Authorized Payment Method, and billing information up to date. All payment obligations are non-cancelable and amounts paid are nonrefundable except as expressly stated. All fees are due in advance throughout the Subscription Term.
5.5. Upon renewal, we may increase Fees up to our then-current list price. If you do not agree, either Party can terminate at the end of the then-current term per clause 14.2.
5.6. Amounts not paid when due accrue finance charges of 1.5% of the unpaid balance per week or the highest rate permitted by law, whichever is less. You shall reimburse reasonable collection costs and attorneys' fees. Amounts due may not be withheld or offset.
5.7. All fees are exclusive of taxes. You agree to pay any taxes applicable to your use of the Services.
5.8. Other than net income taxes imposed on Company, Client shall bear all taxes, duties, and other governmental charges resulting from this Agreement.
5.9. You shall not undertake measures to obviate, circumvent or avoid paying Fees owed to us.
6. Client's Statements and Responsibilities
6.1. Client undertakes to make payments per section 5.
6.2. Client shall immediately inform Company of any circumstances likely to adversely affect performance of the Services and act to prevent or mitigate adverse effects.
6.3. Client is responsible for all activities within Client's account, must maintain account security and secrecy of credentials, and shall promptly notify Company of any unauthorized use or security breach.
6.4. Client is responsible for obtaining internet access. Mobile/landline rates may apply.
6.5. Client is responsible for purchasing, using and updating a compatible device. Company does not warrant compatibility with any particular device, program or equipment.
6.6. Client shall maintain appropriate anti-virus software. Company is not responsible for security issues from connecting via unsecured networks.
6.7. The Services require ongoing access to accurate, complete, up-to-date Client Data and certain rights to access User and Recipient data. Client will provide such access via the method set forth in the Order Form.
6.8. Client grants Company a worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable, non-transferable license to collect, use, store, modify, reproduce, transmit, and otherwise process Client Data solely to provide the Services.
6.9. Client shall not submit Client Data that is false, misleading, defamatory, abusive, harassing, threatening, invasive of privacy, hateful, violent, obscene, illegal, infringing of any third-party right, or harmful (including viruses or malicious code). Full prohibited categories are listed in the Order Form.
6.10. Client shall regularly update Client Data, including through Third-Party Technology, promptly after Company's reasonable written request.
6.11. Client is responsible for providing only real, accurate, complete data. Client shall not impersonate any person or entity.
6.12. Client shall comply with all applicable laws related to use of the Services, including export laws.
6.13. Client shall not export, re-export, or transfer the Services to prohibited countries or individuals.
6.14. Client agrees not to use the Services for spam, junk email, pyramid schemes, defamatory or illegal content, harassment, soliciting personal information from minors, advertising outside of permitted channels, promoting prostitution, violating applicable laws, overburdening the Services, posting fake news or Deep Fake content, attempting unauthorized access, bribery, abuse of support, or other antisocial/disruptive activities.
6.15. Client expressly grants Company the right to use Third-Party Technologies such as ChatGPT or similar technologies to craft and personalize emails sent as part of the Services. Company shall not be liable for any errors, omissions, or inaccuracies generated by such technologies; Client is solely responsible for evaluating output accuracy and appropriateness.
6.16. While Company may conduct sporadic spot-checks for quality control when providing custom Services, it does not by default read, review, or store each individual email generated through ChatGPT technology.
6.17. By connecting your LinkedIn profile, Client acknowledges the integration with Third-Party Technologies. Company is not authorized as an official feature of LinkedIn and is not responsible for LinkedIn's practices. Company disclaims liability for damages from a LinkedIn account ban caused by User activities.
6.18. Client may not copy, publish, download, distribute, rent, sell, decompile, reverse engineer or otherwise exploit Company Content without Company's prior written consent.
6.19. Client represents and warrants that it (i) complies with all applicable laws; (ii) has obtained all rights, consents and permissions required to perform its obligations and grant the licenses to Company; and (iii) has obtained the rights necessary for Company to access and use Client Data, including from Recipients, Users, or other third parties.
6.20. Client and Users are not employees, representatives or agents of Company and shall not represent themselves as affiliated, credentialed, endorsed, recommended, or evaluated by Company.
7. Company's Statements and Responsibilities
7.1. Company may delay or refuse a Subscription where requested information is not provided or where a conflict of interest exists.
7.2. Company may block access where there are indications of fraud or violations of regulations, this Agreement, or Client's other obligations. Company may transfer, suspend, block, close or delete a Client account when conditions are no longer met or when an authority orders it.
7.3. Company undertakes to provide the Services with due care and professionalism, in accordance with the Order Form and applicable legal enactments.
7.4. Company may change the Services or delete Company Content at any time.
7.5. Company shall promptly inform Client of circumstances likely to adversely affect performance of the Services and shall act to prevent or mitigate adverse effects.
7.6. Company is not responsible for damage caused by incorrect completion or declaration of data by Client.
7.7. Company shall comply with all applicable laws in the provision of Services and processing of Client Data, and reserves the right to disclose information as necessary to comply with law, regulation, legal process or governmental request.
7.8. Client is warned that the Services may be affected by malfunctions or delays inherent in internet/electronic communications, for which Company assumes no responsibility.
7.9. Company grants Client a non-exclusive, royalty-free, fully paid-up, non-sublicensable, non-transferable license to access and use the Services during the Subscription Term. Company does not transfer Company Content to Client.
7.10. Company warrants that the Services do not infringe any patents, copyright, or other industrial, commercial or intellectual property rights.
8. Intellectual Property
8.1. All information, materials, Company Content, trademarks, service marks, trade names, and trade dress incorporated into the Services are Company's copyrighted intellectual property.
8.2. Company owns all present and future intellectual property rights, including creative works, designs, symbols, trade secrets, proprietary data (such as customer lists), and all products developed in whole or in part by Company.
9. Confidentiality
9.1. The receiving Party shall (i) protect the confidentiality of Confidential Information with at least reasonable care; (ii) not use it outside the scope of this Agreement or the relevant Order Form; (iii) not disclose it to any third party except to employees, contractors, affiliates, agents, or third-party service providers who need it for purposes consistent with this Agreement and who are bound by confidentiality obligations no less stringent than those herein.
9.2. Information is not Confidential Information when it is or becomes public knowledge (other than through breach), was already lawfully in the receiving Party's possession, becomes lawfully available from another source, or is required to be disclosed by law, court order or legal process.
9.3. All Confidential Information is the sole property of the disclosing Party. Upon request, the receiving Party shall return or destroy materials containing Confidential Information. If Company cannot provide its Services as a result of such return/destruction, Company shall be released from its corresponding obligations.
10. Data Protection and Security
10.1. Company is committed to full compliance with applicable data privacy and protection laws and regulations.
10.2. Company shall take reasonable steps to maintain the security and integrity of Client Data, including by (i) implementing administrative, physical and technical safeguards no less rigorous than accepted industry standards; (ii) meeting obligations relating to security of processing and personal data breach notification; and (iii) immediately removing harmful code that affects the Services and taking proactive steps to prevent future occurrences.
10.3. Company shall employ credible efforts to keep the Website, Platform and Services available 24/7. Upgrades, maintenance, emergency repairs and telecommunication failures may affect availability. Company is not responsible for incidents arising from any discontinuance, suspension, amendment or unavailability of the Website, Platform and Services.
10.4. Detailed information about how Company processes personal data is available in the Privacy Policy.
10.5. The processing of personal data by Company as Data Processor, on behalf of Client, is governed by the Data Processing Agreement (DPA).
11. Publicity
11.1. You grant us the right to add your name and company logo to our customer list and to list you and your reviews on the Website. You can opt out by writing to us via section 17.
11.2. You shall not, without our prior written consent, make any external communications (such as press releases) related to us, our affiliates, our services, or this Agreement. Content and terms of such use shall be submitted for our prior written approval.
12. Indemnification
12.1. You shall indemnify, defend and hold us and our Affiliates harmless against any third-party claim, suit, action, or proceeding to the extent based on or arising out of (i) unauthorized or illegal use of the Services by you or your Affiliates; (ii) non-compliance with or breach of this Agreement; (iii) non-compliance with or breach of any applicable law, including data privacy and anti-spam laws; (iv) use of Third-Party Technologies provided by your third parties; or (v) unauthorized use of the Services by any other person using your User information.
12.2. We will notify you in writing within thirty (30) days of becoming aware of any such claim, give you sole control of the defense or settlement, and provide reasonable assistance at your expense. You shall not accept any settlement imposing an obligation on us, requiring an admission, or imposing liability or restrictions on us without our prior written consent.
13. Disclaimers and Limitation of Liability
13.1. THIS CLAUSE STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY. We warrant that the Services will be provided in a manner consistent with generally accepted industry standards and that we will not knowingly introduce viruses or other malicious code. This warranty does not apply if you only use free Services. If we cannot correct a non-conformance within sixty (60) days from your notice, either Party may terminate this Agreement, and we will refund any prepaid but unused Fees. This warranty does not cover non-conformance caused by (i) combination with hardware/software not provided by us; (ii) modification by anyone other than us; or (iii) use in violation of or outside the scope of this Agreement.
13.2. Except as set forth in 13.1, we and our Affiliates make no representations or warranties about suitability, reliability, availability, timeliness, security, accuracy or completeness. APIs may not always be available. The Services and Company Content are provided "AS IS" without warranty of any kind. We disclaim all warranties of merchantability, fitness for a particular purpose, title and non-infringement.
13.3. UNDER NO CIRCUMSTANCES, including negligence, shall Company or its Affiliates be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of use of or inability to use the Services. Company shall not be liable for any delay or failure resulting from force majeure or causes beyond Company's reasonable control.
13.4. Except for Client liability for payment of Fees, Client indemnification obligations, and violation of Company intellectual property rights, the aggregate liability of either Party arising out of this Agreement shall be limited to the total amounts paid or payable by Client for the Services in the month preceding the claim. For free Services, Company's aggregate liability is limited to one hundred U.S. dollars.
13.5. Company disclaims all liability with respect to Third-Party Technology provided to Client by third parties. Company's licensors shall have no liability under this Agreement.
14. Term, Suspension and Termination
14.1. This Agreement commences upon your access to the Services and continues until expiration or termination of the Services or all Order Forms. Each Order Form commences on its start date and continues until expiration of its initial Subscription Term.
14.2. Upon expiration, the Order Form automatically renews for additional successive terms equal in length unless either Party cancels. This does not apply to free Services.
14.3. We may suspend access without notice for (i) use that violates laws or this Agreement; (ii) email send activity producing excessive hard bounces, SPAM complaints, or removal requests; or (iii) repeated infringement of copyright/trademark rights. We may review and delete violating Client Data, with no duty to pre-screen.
14.4. If you fail to timely pay the Fee, we may suspend access until amounts are received and may charge a reactivation fee. You will continue to be billed during suspension.
14.5. We may suspend Services if your use is subject to denial-of-service attacks or causes security vulnerabilities, excessive bandwidth/storage consumption, or harm to us or others. We will limit suspension to the affected portion and work to resolve issues. This does not limit our right to terminate for cause.
14.6. You may cancel your Subscription early at convenience without refund of prepaid or unused Fees, and you shall promptly pay all unpaid fees through the end of the Subscription Term.
14.7. We may terminate this Agreement or an Order Form, by written notice, if you fail to timely pay a Fee within 30 days of the due date.
14.8. Either Party may terminate if the other Party does not cure a material breach within 60 days of written notice.
14.9. Upon expiration or termination, all outstanding Order Forms and access shall automatically terminate; outstanding payment obligations become immediately due; accrued liabilities survive. Surviving provisions remain in effect.
15. Governing Law and Jurisdiction
15.1. This Agreement and any Order Form shall be governed by the laws of the State of Wyoming, USA.
15.2. Disputes not resolved by good-faith negotiation shall be resolved by the competent courts of the State of Wyoming, USA.
16. Miscellaneous
16.1. This Agreement (including each Order Form), along with the DPA, is the entire agreement between the Parties and supersedes all other proposals and agreements. We object to and reject any additional or different terms proposed by you. The English version of this Agreement shall govern.
16.2. In the event of a conflict between the Agreement and an Order Form, the Order Form controls (only for that Order Form).
16.3. You shall not assign or transfer this Agreement without our prior written consent, except to a successor by merger, reorganization, sale of substantially all assets, change of control or operation of law (provided the successor is not a competitor of ours). We may assign to any Affiliate or in similar circumstances.
16.4. We may modify any part of this Agreement; we shall notify you by email or in-platform notification. Updates enter into force in 30 days. Your non-notification of non-acceptance is deemed acceptance. Notification of non-acceptance results in termination at the renewal date. For free Services, the updated Agreement will simply be published on the Website.
16.5. Except for payment obligations, neither Party is responsible for failure or delay caused by force majeure (war, hostility, sabotage, strikes, act of God, earthquakes, fire, electrical/internet/telecom outage, government restrictions, pandemic, or other events outside reasonable control). If interruption exceeds 20 calendar days, either Party may terminate on 10 days' written notice, with prorated refund.
16.6. Except for actions for nonpayment or breach of proprietary rights, no action may be brought more than one (1) year after the cause of action has accrued.
16.7. No joint venture, partnership, employment, or agency relationship exists between the Parties.
16.8. If any part of this Agreement is determined invalid or unenforceable, it will be deemed superseded by a valid provision that most closely matches the intent of the original, and the remainder continues in effect.
16.9. Nothing in this Agreement confers any right, benefit or remedy upon any third party.
16.10. Company's Services may include links to third-party websites or communication channels outside Company's control. Any link is not an endorsement, and Company is not responsible for their content or availability.
16.11. Each Party represents and warrants it has full power and authority to enter this Agreement and that it is binding and enforceable. You warrant authority to procure your Affiliates' compliance.
16.12. The following sections survive expiration or termination: Section 2 (Definitions), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 11 (Publicity), Section 12 (Indemnification), Section 13 (Disclaimers and Limitation of Liability), Clause 14.9, Section 15 (Governing Law and Jurisdiction), Clause 16.5 and Clause 16.6.
17. Contact Data
All notices and communications shall be in writing and delivered by email. Notices shall be sent to Company at support@smartreachai.com.