Last Updated: May 15, 2025

These Terms of Service (“Terms”) apply to you, the individual accessing or using the Smarter Technologies LLC’s and its affiliates’ (collectively, “Smarter Technologies”, “we” or “our”) website at www.smarter-technologies.com and any content, functionality, or service offered on or through the website (collectively, the “Website”), and form a binding agreement between you and Smarter Technologies effective as of the date you first access or use the Website. Your use of the Website is also subject to Smarter Technologies’ Privacy Policy, at www.smarter-technologies.com1 (“Privacy Policy”), which is incorporated into these Terms, as well as any other specific, written agreements you may have with Smarter Technologies with respect to a service offering.

PLEASE CAREFULLY READ THESE TERMS BEFORE ACCESSING OR USING THE WEBSITE. NOTE THAT THESE TERMS CONTAIN LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN JURY TRIAL OR CLASS ACTION CLAIMS. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO THESE TERMS AND YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE AND HAVE AUTHORITY TO ENTER INTO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR IF YOU ARE UNABLE TO MAKE THE FOREGOING REPRESENTATIONS AND WARRANTIES, YOU MUST NOT USE THE WEBSITE.

1. Access and Grant of Rights. Your access and use of the Website are subject to these Terms. We have no obligation to provide the Website and can withdraw or suspend the Website (or any part of or feature on the Website) at any time (without notice) in our discretion and will not be liable for any reason if the Website is not available. We have the right to terminate, suspend or limit your access to the Website at any time (without notice) in our discretion, including for any violation of these Terms. You are solely responsible for making any arrangements necessary to access the Website. You may be asked to provide certain information to access or use the Website, and you represent and warrant to us that all such information is true and correct. Unless otherwise agreed in writing through a separate agreement between you and Smarter Technologies, you may only use the Website for your personal use, for lawful purposes, subject further to the conditions and restrictions set forth in Section 2 below (“Permitted Purpose”).

2. Use Restrictions. You will not (and will not authorize or permit any other party to): (i) use or access the Website for any commercial purposes; (ii) remove any proprietary notices from the Website; (iii) scrape or otherwise use automated methods to access or save any website information; (iv) post any copyrighted content to the Website without authorization or use the Website to violate any applicable laws or intellectual property rights; (v) to train machine learning or other “artificial intelligence” models or related technology; (vi) reverse engineer, decompile, or otherwise obtain the source code or algorithms underlying the Website; (vii) sell, rent or sub-license any website information or your access to the Website; (viii) copy, reproduce, republish, modify, or make derivative works of the Website; (ix) introduce any malware, viruses, or similar code into the Website; (x) use the Website in any way to disable, overburden, damage or disrupt the Website; (xi) otherwise use the Website, including any website information, in violation of these Terms or for any purpose other than the Permitted Purpose; (xii) use the Website to perform any dangerous, malicious, abusive, unethical or unlawful activities; or (xiii) attempt or agree to do any of the foregoing (i)-(xii).

3. Confidentiality and Security. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures or to access any services, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree you will not sell, transfer or assign your account to any other person. The use of your account by any individual under age eighteen (18) is strictly prohibited. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms. If you believe you have discovered a security vulnerability in the Website, please contact us immediately at help@smarter-technologies.com.

4. Ownership of Website. Smarter Technologies retains sole and exclusive ownership of, and you do not acquire any ownership or other rights (other than your limited right to use the Website for the Permitted Purpose) in or to the Website or any contents, features, know-how, images, videos, designs, functionality, applications, software, algorithms, or other technologies that are related to the Website, including any intellectual property rights throughout the world therein and modifications or improvements thereto.

5. Indemnification. You agree to defend, indemnify, and hold harmless Smarter Technologies from and against any judgment, liability, cost, expense, damage, or other loss (including reasonable attorneys’ fees and other costs and expenses of litigation or defense) (collectively, “Losses”) to the extent arising from any third-party claim or demand that alleges or is based on (i) your breach of these Terms, (ii) your fraud, gross negligence, or intentional misconduct, (iii) your misuse or unauthorized use of the Website, or (iv) any information you make available to the Website or Smarter Technologies.

6. Limitations of Liability. IN NO EVENT WILL SMARTER TECHNOLOGIES BE RESPONSIBLE OR LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, REMOTE, EXEMPLARY, COLLATERAL, SPECULATIVE OR INDIRECT DAMAGES OF ANY KIND (INCLUDING ECONOMIC DAMAGES, DAMAGES ARISING FROM INJURY TO PERSONS OR PROPERTY, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF OPPORTUNITY) ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE WEBSITE, INCLUDING ALL WEBSITE INFORMATION. THE TOTAL AGGREGATE LIABILITY OF SMARTER TECHNOLOGIES FOR ANY LOSSES OR OTHER AMOUNTS ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE WEBSITE, INCLUDING ALL WEBSITE INFORMATION, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS IS TO DISCONTINUE THE USE OF THE WEBSITE. THE LIABILITY OF ANY PARTY UNDER THESE TERMS SHALL BE CUMULATIVE AND NOT PER INCIDENT.

7. Disclaimer of Warranties. The Website is made available solely for general information purposes, and we do not provide any representation or warranty as to the accuracy, completeness, or usefulness of such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you, any visitor to or user of the Website, or by anyone who may be informed of any of its contents. TO THE FULLEST EXTENT PROVIDED BY LAW, SMARTER TECHNOLOGIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. SMARTER TECHNOLOGIES DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE WEBSITE, INCLUDING THE WEBSITE INFORMATION. ALL IMPLIED WARRANTIES, INCLUDING AS TO SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NONINFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND THE WEBSITE, INCLUDING ALL WEBSITE INFORMATION, IS PROVIDED ON AN AS-IS WHERE-IS BASIS WITH ALL FAULTS.

8. Termination. You may stop using the Website at any time. Smarter Technologies reserves the right to suspend or terminate your access to the Website, without notice, if Smarter Technologies determines (i) you breached these Terms; (ii) you misused the Website; or (iii) Smarter Technologies must do so to comply with any applicable laws or regulations. Smarter Technologies shall not be liable to you or any third party for the termination or suspension of the access to the Website, or any claims related to the termination or suspension of access to the Website.

9. Third Party Content. The content of other websites, services, mobile apps, software, goods or advertisements maintained by third parties (“Third-Party Content”) may be linked to the Website. Such links are provided merely as a convenience and are not controlled by Smarter Technologies. Smarter Technologies makes no warranties or representations of any kind as to the accuracy, currency, or completeness of such Third-Party Content. Inclusion of any link to Third-Party Content on the Website does not imply an endorsement or recommendation by Smarter Technologies. Your use of any Third-Party Content is at your own risk and will be governed by any applicable third party's terms and policies applicable to such Third-Party Content.

10. Claims of Copyright Infringement. In accordance with the Digital Millennium Copyright Act (“DMCA”), Smarter Technologies will promptly respond to notices of alleged copyright infringement that are reported to Smarter Technologies’ Designated Agent, identified below. Smarter Technologies reserves the right to delete or disable content alleged to be infringing. If you are a copyright holder or a copyright holder’s agent, please report alleged copyright infringements taking place on the Website by sending Smarter Technologies’ Designated Agent a signed notice that identifies (i) the copyrighted work that is claimed to have been infringed or, if the claim involves multiple works, a list of such works; (ii) the material claimed to be infringing and that access to which is to be disabled, including at a minimum, if applicable, a description of where such material may be found on the Website; (iii) your mailing address, telephone number, and, if available, email address; (iv) whether you believe there is no good faith basis for the disputed use of the copyrighted material to have been authorized by the copyright owner, its agent, or the law (e.g., as a fair use); and (v) your full legal name and the full legal name of any copyright holder you represent. Such notices must include a statement that the written notice is accurate and, under penalty of perjury, that the sender is authorized to act on behalf of the copyright owner and can be delivered to: John Hallock, 4300 Alpha Road, Suite 200, Dallas, TX 75244, or at john.hallock@smarter-technologies.com.

11. Trademarks. The names, logos and other trademarks of Smarter Technologies and other third parties that may appear on the Website, whether or not appearing with the trademark symbol, are trademarks of Smarter Technologies, its affiliates, or other third parties. These Terms do not grant you any right to use these trademarks and you may not use these names, logos or trademarks for any marketing or advertising purpose unless expressly authorized by the trademark owner (or their agent) in writing.

12. Governing Law. These Terms will be construed and enforced in accordance with the laws of the State of New York. In the event of a dispute concerning these Terms, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in the State of New York.

13. Jury Trial Waiver; Class Action Waiver. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING, AND THAT NO COURT OR DECISION-MAKING AUTHORITY MAY CONSOLIDATE YOUR CLAIMS WITH ANY OTHER PERSONS’ CLAIMS INTO A CLASS OR REPRESENTATIVE PROCEEDING.

14. Amendments. Smarter Technologies reserves the right to change these Terms or the Website at any time. Smarter Technologies will post any such changes to the Website and will use commercially reasonable efforts to notify you of any material changes. It is your responsibility to periodically check the Website so that you are aware of what the current Terms are. Your continued use of the Website will constitute your acceptance of any amended Terms. The failure of Smarter Technologies to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision.

15. Entire Agreement. The Terms, Privacy Policy, and any other terms and conditions of service on the website, constitute the entire agreement between you and Smarter Technologies regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

16. Notice. The Website is operated by:

Smarter Technologies LLC
4300 Alpha Road
Suite 200
Dallas, TX 75244

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: help@smarter-technologies.com. Unless prohibited by law, any feedback, comments or suggestions you may provide regarding the Website are entirely voluntary and we will be free to use your feedback, comments or suggestions as we see fit and without any obligation to or approval by you.

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