Terms and Conditions

These Terms and Conditions (“Terms”) govern access to and use of SmartReach AI's websites, software, platforms, managed services, outreach services, SmartDesign services, SmartConvert services, and related products and services.

SmartReach AI LLC, a Wyoming limited liability company (“SmartReach,” “Company,” “we,” “us,” or “our”), provides the Services.

By purchasing, accessing, activating, renewing, paying for, or using any Service, the customer (“Client,” “Customer,” “you,” or “your”) agrees to these Terms and represents that the person accepting them has authority to bind the applicable individual or business.

If you do not agree to these Terms, you may not use the Services.

Business Transfer and Successor Entity

Effective June 1, 2026, certain business operations, customer relationships, technology, software platforms, intellectual property, data assets, contractual rights, and services previously operated by SSC International Ltd. were transferred to or are now operated by SmartReach AI LLC.

SmartReach AI LLC is the provider of Services covered by these Terms.

For Services provided after June 1, 2026, references to SSC International Ltd. in prior proposals, invoices, service agreements, order forms, or related documents may be treated as references to SmartReach AI LLC to the extent permitted by applicable law and the relevant agreement.

Continued use, payment, purchase, or renewal of Services after notice of the transfer constitutes acknowledgment that SmartReach AI LLC is the applicable service provider for those Services.

1. Agreement and Applicability

1.1 Agreement. These Terms, together with any applicable proposal, statement of work, engagement letter, checkout page, subscription selection, invoice, order form, service schedule, Data Processing Addendum (“DPA”), and other written agreement expressly incorporated into them, form the agreement between SmartReach and Client.

1.2 Order Forms. An “Order Form” includes any signed proposal, service agreement, online checkout, subscription selection, invoice accepted by Client, or other written document identifying the Services purchased, pricing, subscription period, usage limits, or additional commercial terms. If an Order Form expressly conflicts with these Terms regarding a specific commercial term, the Order Form controls for that specific Service and term.

1.3 Services Covered. These Terms apply to all SmartReach products and services, including:

• SmartReach AI platform services;
• SmartData and data services;
• SmartAgent and AI research services;
• SmartMail and email-related services;
• SmartLink and LinkedIn-related services;
• SmartSonar, signals, intelligence, and research services;
• Learning Engine and analytics services;
• Managed Outbound and full-service outreach;
• SmartDesign website design and development;
• SmartConvert CRM, communications, automation, AI, conversion, and hosting services;
• consulting, implementation, training, integrations, data services, and related professional services; and
• any additional SmartReach products or services introduced later.

2. Definitions

Account means an account used to access any SmartReach Service.

Affiliate means an entity that controls, is controlled by, or is under common control with a party.

Authorized Payment Method means a valid payment method provided or authorized by Client.

Client Data means information, content, lists, records, files, contacts, messages, materials, or other data supplied by Client or collected through Client's use of the Services.

Company Content means SmartReach software, systems, technology, templates, workflows, interfaces, designs, documentation, methodologies, databases, research systems, AI systems, analytics, content, and other materials owned or licensed by SmartReach.

Deliverable means a final work product expressly identified for delivery to Client under an Order Form.

Managed Outbound means done-for-you or managed prospecting, research, email, LinkedIn, messaging, campaign management, appointment generation, or related outbound services performed by SmartReach.

Personal Data means information relating to an identified or identifiable individual as defined under applicable privacy law.

Recipient or Prospect means an individual or organization contacted, researched, processed, or otherwise involved in connection with Client's use of the Services.

Services means the products and services covered by Section 1.3.

SmartConvert means SmartReach's customer conversion, CRM, communications, AI, automation, website interaction, booking, follow-up, hosting, and related services.

SmartDesign means SmartReach's website design, redesign, development, landing page, migration, digital design, or related creative services.

Subscription means a recurring paid Service.

Subscription Term means the applicable initial and renewal period for a Subscription.

Third-Party Technology means software, telecommunications systems, hosting, APIs, AI providers, social platforms, messaging providers, domain providers, CRM systems, payment processors, infrastructure, applications, or services supplied by a third party.

User means anyone Client authorizes to access the Services.

3. Access to and Use of Services

3.1 Access. Subject to payment and compliance with these Terms, SmartReach grants Client a limited, non-exclusive, non-transferable right to use the applicable Services during the applicable Service or Subscription Term.

3.2 Authorized Users. Client is responsible for Users accessing its Account and for their actions. Client must protect login credentials and promptly notify SmartReach of suspected unauthorized access.

3.3 Age. Users must be at least 18 years old.

3.4 Service Changes. SmartReach may improve, change, replace, modify, add, or discontinue features. Changes that materially affect a paid Service will be handled according to applicable law and any specific commitments in an Order Form.

3.5 Additional Services. Additional products, usage, features, integrations, credits, consulting, development, or other services may carry additional charges.

3.6 Trials. Trial, beta, preview, or free Services may be limited, modified, or discontinued. Data associated solely with an expired free or trial account may be deleted following expiration.

4. Fees, Billing, and Payment

4.1 Fees. Client must pay the fees shown in the applicable Order Form, checkout page, subscription plan, or invoice.

4.2 Advance Billing. Subscription fees may be billed in advance. Usage-based services may be billed in advance, in arrears, through credits, or according to the applicable plan.

4.3 Recurring Billing. When Client purchases a recurring Subscription, Client authorizes SmartReach to charge the Authorized Payment Method at the stated recurring interval until the Subscription is cancelled or terminated. The applicable price, billing frequency, and subscription period will be disclosed at purchase or in the applicable Order Form.

4.4 Usage Charges. Certain Services may involve separate charges, including telephone numbers, voice calls, SMS, WhatsApp, email, AI usage, data credits, domains, premium integrations, storage, telecommunications, or third-party services. Usage charges are separate from base Subscription fees unless expressly included.

4.5 Failed Payments. SmartReach may retry failed charges and may suspend Services when payment is overdue. Client remains responsible for charges incurred before suspension or termination.

4.6 Invoices. Unless otherwise stated, invoices are due within thirty days.

4.7 Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client may also be responsible for reasonable collection costs where permitted by law.

4.8 Taxes. Fees exclude applicable sales, use, VAT, withholding, or similar taxes unless expressly stated otherwise. Client is responsible for taxes associated with its purchase, excluding taxes based on SmartReach's net income.

4.9 Refunds. Except where required by law or expressly provided in an Order Form: payments are non-refundable; unused portions of prepaid periods are non-refundable; usage charges are non-refundable; and completed or commenced professional, design, development, setup, implementation, consulting, or custom work is non-refundable.

5. Client Responsibilities

Client is responsible for:

• providing accurate information;
• maintaining account security;
• providing necessary access and credentials;
• providing lawful Client Data;
• reviewing and approving materials when approval is requested;
• maintaining compatible equipment and internet access;
• complying with laws applicable to Client's business;
• maintaining Client's own backups where appropriate;
• maintaining third-party accounts required for the Services; and
• promptly informing SmartReach of issues that could materially affect the Services.

Client may not use the Services for fraud, unlawful harassment, illegal content, intellectual property infringement, unlawful spam, malicious software, unauthorized access, deceptive impersonation, unlawful discrimination, or other unlawful conduct.

6. Client Data and Rights

6.1 Client Ownership. As between SmartReach and Client, Client retains ownership of Client Data, subject to the licenses granted under these Terms.

6.2 License to Provide Services. Client grants SmartReach and its service providers a worldwide, non-exclusive license to access, host, copy, process, transmit, analyze, classify, modify, and otherwise use Client Data as reasonably necessary to provide, secure, support, improve, analyze, and administer the Services.

6.3 Client Authority. Client represents that it has all rights, permissions, notices, consents, and lawful bases needed to provide Client Data and authorize its processing. Client must not provide data it has no lawful right to provide.

6.4 Aggregated and Derived Data. SmartReach may create aggregated, de-identified, statistical, classified, inferred, analytical, benchmark, metadata, and derived information from use of the Services. SmartReach may use such information for analytics, benchmarking, security, research, product development, model evaluation, AI and machine-learning development, service improvement, datasets, commercial analytics, and related business purposes, provided externally disclosed data does not directly identify Client or an individual unless legally permitted and authorized.

6.5 Direct Identifiers. SmartReach will not knowingly include direct personal identifiers such as names, personal email addresses, telephone numbers, raw private messages, or identifiable Client names in externally licensed de-identified datasets unless permitted by applicable law and expressly authorized where required.

7. AI and Automated Technology

7.1 AI Use. Services may use artificial intelligence and third-party AI systems to research, generate, analyze, classify, summarize, personalize, recommend, communicate, or automate tasks.

7.2 AI Limitations. AI systems may generate inaccurate, incomplete, outdated, unexpected, or inappropriate outputs. SmartReach does not guarantee the accuracy of every AI output.

7.3 Client Review. Client is responsible for determining the appropriate level of human review for AI-generated material used by Client.

7.4 Client Instructions. Outputs may depend on Client Data, prompts, instructions, knowledge bases, workflows, configuration, and third-party information. SmartReach is not responsible for errors caused by inaccurate Client inputs or instructions.

7.5 Automated Actions. Where Client enables automated communications or workflows, Client authorizes the system to take configured actions without individual approval of each action. Client remains responsible for reviewing its automation settings.

8. Managed Outbound and Full-Service Outreach

8.1 Scope. Managed Outbound may include prospect research, list building, enrichment, segmentation, strategy, messaging, campaign setup, email infrastructure, email outreach, LinkedIn outreach, campaign management, reply handling, appointment booking, CRM updates, reporting, optimization, or related services. Only items included in the applicable Order Form are included.

8.2 Client Offer and Claims. Client is responsible for the legality and accuracy of its products, services, pricing, claims, case studies, testimonials, offers, guarantees, promotions, and representations. SmartReach may rely on information supplied or approved by Client.

8.3 Approval. Where Client approves campaign copy, targeting, an offer, sales positioning, or strategy, SmartReach may use substantially similar material throughout that campaign without obtaining separate approval for each individual variation.

8.4 Prospect Data. Prospect information may come from public information, licensed databases, data providers, Client-provided data, enrichment providers, research tools, or other lawful sources. No database is completely accurate. SmartReach does not guarantee that every contact record, title, employer, email address, telephone number, social profile, intent signal, or other prospect field is current or correct.

8.5 Deliverability. Email delivery depends on factors outside SmartReach's control, including recipient servers, domain reputation, mailbox providers, spam filters, sender reputation, blocklists, DNS configuration, third-party infrastructure, recipient behavior, and changes in provider rules. SmartReach does not guarantee inbox placement, delivery rates, open rates, response rates, or continued availability of any mailbox, sending domain, or sending provider.

8.6 Domains and Mailboxes. Where outreach infrastructure uses domains, subdomains, inboxes, or sending accounts purchased, configured, or managed for Client, Client acknowledges that outbound activity may affect sender or domain reputation. SmartReach is not responsible for loss of reputation, filtering, blocking, suspension, or restrictions caused by recipient behavior, platform enforcement, Client activity, third-party technology, or circumstances outside SmartReach's reasonable control.

8.7 LinkedIn and Social Platforms. SmartReach may use third-party systems to provide LinkedIn or other social outreach services. Client understands that automation or third-party access may be restricted by a social platform's terms or technical systems. SmartReach does not control LinkedIn or any other social network. SmartReach is not responsible for platform changes, limitations, warnings, reduced functionality, account restrictions, suspensions, or bans caused by the platform or by Client activity.

8.8 Compliance. Client and SmartReach each remain responsible for legal obligations that apply directly to them. Client is responsible for ensuring that Client's business, offer, targeting criteria, supplied data, and requested communications can lawfully be marketed to the intended recipients. Client must promptly provide suppression requests, internal do-not-contact information, and other compliance information reasonably requested by SmartReach.

8.9 Opt-Outs. SmartReach may process opt-outs, suppression requests, and similar preferences as part of Managed Outbound. Client must not instruct SmartReach to knowingly contact a person contrary to an applicable valid opt-out or legal restriction.

8.10 Marketing Platforms. Campaigns may depend on third-party email providers, LinkedIn, data providers, telecommunications companies, CRMs, verification services, AI providers, hosting systems, or other third parties. SmartReach is not liable for third-party outages, changes, restrictions, API failures, suspensions, or discontinued services.

8.11 Meeting Guarantees. A meeting, call, lead, appointment, or performance guarantee applies only if the applicable Order Form expressly states that a guarantee applies. General website marketing language does not create an unconditional guarantee beyond the terms of the applicable Order Form. Where a guarantee applies, the Order Form may define qualification criteria, campaign duration, required sending volume, target market, Client obligations, exclusions, and the applicable remedy.

8.12 Qualified Meetings. Unless an Order Form states otherwise, a “Qualified Meeting” means a meeting booked with a prospect who reasonably matches the agreed targeting criteria based on information available at the time of booking. A booked meeting does not guarantee: attendance; purchase intent; budget; decision-making authority; a sale; revenue; a proposal request; a specific opportunity value; or any commercial result after the meeting.

8.13 No-Shows and Cancellations. Prospects are independent third parties. SmartReach cannot control whether a prospect attends, cancels, reschedules, changes employment, changes interest, or provides accurate information. An Order Form may specify whether no-shows or cancellations qualify for replacement or credit.

8.14 Guarantee Remedy. Unless an Order Form expressly states otherwise, SmartReach's obligation for an unmet meeting guarantee is limited to continuing or extending the applicable campaign for a reasonable make-good period or providing replacement activity. An unmet guarantee does not automatically entitle Client to a cash refund.

8.15 Client Cooperation. Any performance commitment is conditioned on Client reasonably cooperating with campaign requirements, including providing timely approvals, maintaining agreed offers and pricing, attending scheduled meetings, responding to prospects, maintaining required accounts, and avoiding material changes that undermine the campaign.

8.16 Sales Results. Except for an express written guarantee under an Order Form, SmartReach does not guarantee any specific: lead volume; reply rate; connection rate; appointment volume; attendance rate; proposal volume; conversion rate; customer acquisition; revenue; or return on investment.

9. SmartDesign Website Services

9.1 Scope. SmartDesign may include website strategy, design, redesign, development, landing pages, responsive layouts, implementation, migration, content placement, conversion design, integrations, or related services. The purchased scope is limited to the applicable Order Form.

9.2 Client Materials. Client must provide requested logos, branding, copy, images, video, credentials, business information, approvals, and other materials reasonably required for the project. Client represents that it has the right to use materials it provides.

9.3 Materials Not Included. Unless expressly included, SmartDesign does not include custom photography, video production, custom illustrations, legal drafting, translations, extensive copywriting, branding development, custom software, SEO campaigns, accessibility audits, or other services outside the agreed scope.

9.4 One Included Revision Call. Each SmartDesign website project includes one revision call following presentation of the initial website design unless the applicable Order Form states otherwise. Client should consolidate its requested design and content revisions into that revision call. The included revision call represents one revision round and does not provide unlimited revisions.

9.5 Additional Revisions. After the included revision round, additional revisions, meetings, content edits, design changes, development, integrations, troubleshooting, or other requested work will be billed at $100 per hour, unless otherwise agreed in writing.

9.6 Scope Changes. Major changes to an approved concept, structure, number of pages, features, functionality, branding, integrations, or design direction may constitute additional work even when requested during the initial revision process.

9.7 Post-Delivery Work. The project is considered delivered when the completed website is provided for review, made available for launch, published, transferred, or otherwise substantially completed under the agreed scope. After delivery, additions or modifications are billed at $100 per hour unless included under another written plan. This includes new pages, sections, features, content changes, new integrations, redesign work, additional development, troubleshooting, migration, or other requested work.

9.8 Correction Period. Client should report errors attributable to SmartReach within ten business days after delivery. SmartReach will correct verified errors that cause the delivered website to materially differ from the agreed scope. A change in preference, new request, new feature, new content, or change to previously approved work is not an error.

9.9 Acceptance. The website will be considered accepted upon the earliest of: Client's written approval; Client's instruction to launch; publication on Client's domain; Client's commercial use of the site; or expiration of the ten-business-day correction period without notice of a material error.

9.10 Client Delays. Project schedules depend on Client providing materials, access, feedback, and approvals. SmartReach is not responsible for delays caused by Client.

9.11 Inactive Projects. If Client fails to provide required feedback, materials, access, or approvals for thirty days or more, SmartReach may place the project on hold. Restarted projects are subject to current scheduling availability. Additional work required because of a lengthy delay may be billed at $100 per hour.

9.12 Third-Party Modifications. SmartReach is not responsible for errors or damage caused after delivery by Client or another party modifying website code, settings, hosting, DNS, plugins, applications, content, integrations, databases, scripts, or configurations. Work required to diagnose or correct such problems is billed at $100 per hour.

9.13 Compatibility. SmartDesign is intended to function on current mainstream browsers and commonly used desktop and mobile devices. SmartReach does not guarantee identical appearance or functionality on every browser, device, operating system, screen size, extension, or future software version.

9.14 Accessibility. Unless expressly included in writing, SmartDesign does not include a formal accessibility audit, legal accessibility certification, or guarantee of compliance with a specific accessibility law or technical standard. Client is responsible for determining accessibility requirements applicable to its business.

9.15 Website Legal, Privacy, Cookie, and Regulatory Compliance. Unless expressly included in the applicable Order Form, SmartDesign does not include legal, privacy, regulatory, accessibility, or compliance services.

Client is responsible for determining and satisfying all legal and regulatory requirements applicable to Client's website, business, industry, customers, products, services, and geographic markets.

This includes responsibility for obtaining, preparing, maintaining, and updating, where applicable:

• privacy policies;
• cookie policies;
• cookie consent notices and consent-management configurations;
• terms and conditions;
• website disclaimers;
• accessibility notices and requirements;
• ecommerce terms;
• refund, shipping, and cancellation policies;
• regulatory disclosures;
• industry-specific disclosures;
• marketing disclosures;
• SMS, email, telephone, WhatsApp, and automated communication consent language;
• call-recording or transcription notices;
• age restrictions;
• intellectual property notices; and
• any other legally required website notice, policy, disclosure, consent, or mechanism.

SmartReach may, at Client's request, technically place or configure policies, notices, consent mechanisms, pixels, tracking scripts, analytics tools, visitor-identification tools, forms, or other components on Client's website.

Such technical implementation does not constitute a determination by SmartReach that the Client's website or the applicable policy, notice, disclosure, consent mechanism, tracking configuration, or business practice complies with applicable law.

Client is responsible for reviewing and approving all legal policies, notices, disclaimers, consent language, and compliance configurations before website launch.

Where Client instructs SmartReach to install or enable cookies, pixels, analytics, advertising technology, visitor-identification technology, CRM tracking, call recording, forms, or other data-collection technology, Client represents that it has determined the lawful basis for such use and will provide all notices, choices, permissions, and consents required by applicable law.

SmartReach is not responsible for claims, penalties, regulatory actions, losses, or damages resulting from Client's failure to maintain legally required website policies, disclosures, consents, accessibility measures, or other compliance requirements, except to the extent such responsibility cannot legally be excluded.

Changes required after delivery because of changes in law, Client business practices, third-party technology, tracking tools, Client policies, or regulatory requirements are not included in the original SmartDesign fee and will be billed at the applicable additional-work rate, currently $100 per hour, unless otherwise agreed in writing.

9.16 Website Intellectual Property. After full payment, Client receives the rights expressly identified in the Order Form to the final website-specific creative work produced exclusively for Client. SmartReach retains all rights in: software; platform technology; templates; design systems; code libraries; reusable components; workflows; methods; tools; AI systems; know-how; pre-existing materials; and general design or development techniques. Third-party software, themes, fonts, images, plugins, platforms, and other licensed materials remain subject to their respective licenses.

9.17 No Source-Code Guarantee. Unless expressly stated in the Order Form, purchase of a website does not include ownership or delivery of proprietary platform source code, third-party source code, reusable SmartReach code, or underlying hosted software.

10. Website Hosting

10.1 Client Hosting Responsibility. Unless hosting is expressly included in a SmartConvert plan or another written agreement, Client is responsible for obtaining, maintaining, and paying for website hosting.

10.2 Third-Party Hosting. Where Client uses a third-party hosting provider, SmartReach is not responsible for issues caused by that hosting provider or hosting environment. This includes: downtime; slow performance; server failures; resource limitations; SSL issues; DNS problems; backup failures; malware; security events; data loss; software incompatibility; hosting configuration changes; or service interruptions.

10.3 Required Accounts. Client is responsible for keeping domains, DNS services, hosting plans, SSL services, software licenses, and other required accounts active.

10.4 Hosting Troubleshooting. Work requested from SmartReach to investigate, repair, configure, migrate, or troubleshoot a third-party hosting issue is billed at $100 per hour, unless otherwise agreed.

10.5 SmartConvert Hosting. If hosting is included in Client's SmartConvert plan, SmartReach will provide the hosting included in that plan. SmartReach does not guarantee uninterrupted website availability. Hosting may depend on third-party cloud infrastructure, domain providers, DNS systems, telecommunications networks, software providers, and other infrastructure outside SmartReach's control.

10.6 Hosting After Cancellation. Hosting included through SmartConvert may end when the applicable SmartConvert plan is cancelled, terminated, suspended, or expires. Client is responsible for arranging alternative hosting before service termination. Migration, export, DNS configuration, transfer assistance, or related technical work may be billed at $100 per hour.

11. SmartConvert Services

11.1 SmartConvert Functionality. SmartConvert may provide features such as: CRM; AI chat; website visitor tracking; forms; appointment booking; email; SMS; WhatsApp; telephone services; voice AI; lead management; automations; workflows; pipeline management; follow-up; analytics; website hosting; social tools; integrations; and other customer communication or conversion functionality. Availability depends on Client's plan.

11.2 Feature Availability. Some SmartConvert functionality relies on Third-Party Technology. Features may change because of technical, regulatory, provider, API, platform, geographic, or commercial requirements.

11.3 Usage Fees. Telephone numbers, telephone calls, text messages, WhatsApp, email, AI usage, domains, premium integrations, data, or other usage may involve additional charges.

11.4 AI Communications. SmartConvert may automatically communicate with customers and prospects using artificial intelligence. AI responses may occasionally be inaccurate, incomplete, unexpected, or inappropriate. Client is responsible for reviewing its configuration, prompts, business information, knowledge base, policies, pricing, availability, and instructions.

11.5 Business Information. Client must keep information supplied to SmartConvert accurate. SmartReach is not responsible for an AI agent providing incorrect information because Client supplied inaccurate, incomplete, or outdated information.

11.6 Automated Workflows. Client is responsible for reviewing and approving workflows, triggers, follow-up rules, appointment logic, communication sequences, escalation rules, and other automated processes.

11.7 Communications Compliance. Client is responsible for ensuring its use of SmartConvert for email, SMS, WhatsApp, voice, telephone, automated communications, and marketing complies with laws and provider rules applicable to Client's communications. Client must maintain required consents, permissions, suppression lists, opt-outs, and notices.

11.8 No Circumvention. Client may not use SmartConvert to evade opt-outs, provider restrictions, messaging laws, account suspensions, or other legal or platform restrictions.

11.9 Telephone and Messaging Providers. Telephone numbers, calling, messaging, email, and WhatsApp features may depend on third-party telecommunications and messaging providers. SmartReach does not guarantee uninterrupted availability, number portability, message delivery, carrier acceptance, or preservation of a specific telephone number.

11.10 Integrations. SmartConvert may integrate with third-party CRMs, calendars, payment systems, email providers, communications providers, social networks, analytics platforms, or other software. SmartReach is not responsible for failures caused by changes to third-party APIs, permissions, policies, functionality, pricing, or availability.

11.11 Customer Data. Client remains responsible for the legality, accuracy, and permitted use of customer and prospect data placed into SmartConvert.

11.12 Data Export. Client should export information it requires before cancelling or terminating SmartConvert.

11.13 Data After Termination. Following termination, access to data, messages, websites, automations, recordings, numbers, workflows, or other account information may end. Information may later be deleted, anonymized, retained, or made inaccessible according to applicable law, SmartReach policies, technical requirements, and third-party provider policies. SmartReach does not guarantee indefinite post-termination storage.

11.14 Beta Features. Beta, preview, experimental, or early-access features may change, contain errors, or be discontinued. Client should not rely on beta functionality for critical business operations unless expressly agreed.

11.15 No Business-Outcome Guarantee. SmartConvert does not guarantee any specific number of leads, appointments, sales, conversions, responses, revenue, website visitors, or other commercial result.

12. Third-Party Technology

SmartReach may use or integrate third-party technology to provide the Services. Third-party providers remain responsible for their own products and services. SmartReach is not responsible for: third-party outages; API failures; policy changes; price changes; suspensions; restrictions; data-provider inaccuracies; telecommunications failures; hosting failures; AI-provider failures; social-platform actions; or discontinued third-party functionality. Client may be required to accept separate third-party terms.

13. Confidentiality

Each party may receive non-public business, financial, technical, customer, marketing, operational, or commercial information belonging to the other party. The receiving party will: use reasonable care to protect Confidential Information; use it only for purposes related to the parties' relationship; and disclose it only to personnel, contractors, Affiliates, or service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Information is not Confidential Information if it:

• is publicly available without breach;
• was lawfully known before disclosure;
• is lawfully received from another source;
• is independently developed without use of the Confidential Information; or
• must be disclosed by law.

14. Data Protection and Security

14.1 Privacy. SmartReach processes Personal Data according to applicable privacy obligations, its Privacy Policy, and the DPA where applicable.

14.2 DPA. Where SmartReach acts as a processor or service provider for Client Personal Data, the SmartReach Data Processing Addendum applies where legally required.

14.3 Security. SmartReach will maintain reasonable administrative, organizational, and technical measures designed to protect Client Data. No internet-based system can be guaranteed completely secure.

14.4 Client Security. Client is responsible for protecting its own credentials, devices, connected systems, and administrator access.

14.5 Security Incidents. Each party will comply with security-incident notification obligations applicable to it.

15. Intellectual Property

15.1 SmartReach Property. Except for rights expressly granted to Client, SmartReach retains all rights in Company Content and SmartReach technology.

15.2 Restrictions. Client may not, except where legally permitted: copy; resell; rent; sublicense; reverse engineer; decompile; extract; scrape; reproduce; commercialize; or create unauthorized derivative products from SmartReach proprietary technology.

15.3 Feedback. If Client voluntarily provides ideas, suggestions, or feedback about the Services, SmartReach may use that feedback without restriction or compensation, provided it does not disclose Client Confidential Information.

16. Publicity and Portfolio Use

Unless Client opts out in writing, SmartReach may identify Client as a customer and display Client's company name, logo, publicly available website, and completed SmartDesign work in SmartReach portfolios, case studies, customer lists, presentations, proposals, websites, and marketing materials. SmartReach will not disclose Client Confidential Information through such use.

17. Client Indemnification

To the fullest extent permitted by applicable law, Client will defend, indemnify, and hold harmless SmartReach, its Affiliates, officers, directors, employees, contractors, and service providers from third-party claims, liabilities, losses, penalties, damages, and reasonable legal costs arising from:

• Client's unlawful use of the Services;
• Client's breach of these Terms;
• Client's business, products, services, offers, or representations;
• materials or data provided by Client;
• Client's violation of privacy, advertising, intellectual property, telecommunications, marketing, consumer protection, or other applicable law;
• Client's failure to obtain required rights, permissions, notices, or consents;
• Client's unauthorized use of third-party data;
• communications requested, supplied, approved, or authorized by Client; or
• Client's Users.

Client is not required to indemnify SmartReach for liability that applicable law does not permit SmartReach to shift to Client.

18. Warranties and Disclaimers

18.1 Professional Services. SmartReach will perform paid professional services with reasonable care consistent with generally accepted industry practices.

18.2 As-Is Services. Except for an express written commitment, Services are provided on an “as is” and “as available” basis to the fullest extent permitted by law.

18.3 No Implied Warranties. To the fullest extent permitted by law, SmartReach disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

18.4 Availability. SmartReach does not guarantee that Services will always be uninterrupted, error-free, completely secure, or compatible with every third-party system.

18.5 Business Results. Except for an express written Managed Outbound guarantee, SmartReach does not guarantee: sales; revenue; profit; rankings; traffic; leads; replies; appointments; attendance; conversions; deliverability; customer acquisition; AI accuracy; or other business results.

19. Limitation of Liability

To the fullest extent permitted by applicable law, SmartReach and its Affiliates, licensors, officers, employees, contractors, and service providers will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages. This includes loss of: profits; revenue; business opportunities; goodwill; customers; sales; data; or anticipated savings.

SmartReach will not be responsible for damages caused by:

• Third-Party Technology;
• Client modifications;
• Client instructions;
• incorrect Client Data;
• third-party hosting;
• internet or telecommunications failures;
• platform restrictions;
• recipient conduct;
• social-network actions;
• mailbox-provider actions; or
• circumstances outside SmartReach's reasonable control.

Except for liability that cannot legally be limited, SmartReach's aggregate liability arising from a particular Service will not exceed the amount paid or payable by Client for that Service during the three months immediately preceding the event giving rise to the claim. For a one-time SmartDesign project where no recurring Service fee applies, SmartReach's aggregate liability will not exceed the amount actually paid for the affected SmartDesign project. The limitations in this Section apply regardless of the theory of liability.

20. Client or Third-Party Changes

SmartReach is not responsible for problems caused by changes made by Client, Client's employees, contractors, IT providers, hosting companies, agencies, developers, plugins, software providers, or other third parties. If SmartReach is asked to investigate or repair such issues, that work may be billed at $100 per hour unless another written support arrangement applies.

21. Service Availability

SmartReach aims to maintain commercially reasonable availability but does not guarantee continuous operation. Maintenance, upgrades, emergencies, security events, cloud outages, API outages, telecom failures, DNS issues, internet problems, force majeure events, or third-party services may affect availability.

22. Suspension

SmartReach may suspend or restrict Services if:

• payment is overdue;
• Client violates these Terms;
• Client activity creates a security risk;
• Client activity creates material deliverability or abuse problems;
• Client uses Services unlawfully;
• Client activity may harm SmartReach, its infrastructure, another customer, or a third-party provider;
• a third-party provider requires suspension;
• an authority requires suspension; or
• continued use creates material legal or compliance risk.

Where reasonably practical, SmartReach will limit a suspension to the affected Service.

23. Term, Renewal, and Cancellation

23.1 Term. These Terms remain effective while Client accesses or uses the Services. Each Subscription continues for its applicable Subscription Term.

23.2 Renewal. Unless otherwise stated at purchase or in an Order Form, recurring Subscriptions automatically renew for successive periods equal to the prior billing period until cancelled.

23.3 Cancellation. Client may cancel according to the cancellation method made available by SmartReach or specified in the applicable Order Form. Cancellation stops future renewal and does not automatically create a refund for an already billed period.

23.4 Early Cancellation. Where Client commits to a fixed Subscription Term, early cancellation does not eliminate fees owed for that committed term unless the Order Form expressly allows it.

23.5 Termination for Breach. Either party may terminate an applicable agreement for an uncured material breach following written notice and a reasonable cure period. SmartReach may terminate immediately where continued provision would be unlawful, fraudulent, materially harmful, or create significant security or abuse risk.

23.6 Effect of Termination. Upon termination: Client access may end; outstanding amounts become due; hosting included in a terminated plan may cease; Client should export required data; licenses granted solely for Client's use of the Service end; and provisions intended to survive termination remain effective.

24. Force Majeure

Neither party is responsible for delay or failure caused by events outside its reasonable control, excluding Client's payment obligations. Such events may include natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics, infrastructure outages, cloud-service outages, internet failures, telecommunications failures, widespread cyber incidents, utility failures, or similar events.

25. Governing Law and Jurisdiction

These Terms and applicable Order Forms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. Unless applicable law requires otherwise, disputes not resolved through good-faith negotiation will be brought in the competent state or federal courts located in Wyoming. Each party consents to such jurisdiction and venue.

26. Time Limit for Claims

To the extent permitted by applicable law, any claim arising from the Services must be commenced within one year after the cause of action arose. This limitation does not apply where applicable law prohibits shortening the applicable limitation period.

27. Assignment

Client may not assign these Terms or an Order Form without SmartReach's prior written consent, except in connection with a bona fide merger, reorganization, sale of substantially all applicable assets, or change of control, provided the successor agrees to the applicable obligations. SmartReach may assign its rights and obligations to an Affiliate or in connection with a merger, restructuring, financing, sale, acquisition, or transfer of all or part of its business.

28. Changes to Terms

SmartReach may update these Terms from time to time. For material changes affecting active paid Services, SmartReach may provide notice by email, account notification, or another reasonable method. Continued use following the effective date of updated Terms constitutes acceptance to the extent permitted by applicable law. Where applicable law requires affirmative consent, SmartReach will obtain it.

29. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, employment relationship, fiduciary relationship, or general agency relationship.

30. Severability

If a provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain effective.

31. Waiver

Failure to enforce a provision does not waive the right to enforce it later.

32. No Third-Party Beneficiaries

Except where expressly stated, these Terms do not create rights for any third party.

33. Entire Agreement

These Terms, applicable Order Forms, the DPA, and other expressly incorporated documents constitute the agreement regarding the applicable Services and supersede prior discussions or representations concerning those Services. A Client purchase order or other Client document does not modify these Terms unless SmartReach expressly agrees in writing.

34. Survival

Provisions concerning payment obligations, intellectual property, Client Data rights, aggregated and derived data, confidentiality, indemnification, disclaimers, limitation of liability, governing law, dispute provisions, and other provisions that by their nature should survive will remain effective following termination.

35. Contact and Legal Notices

Questions regarding these Terms may be sent to:

SmartReach AI LLC

Legal: legal@smartreachai.com

Support: support@smartreachai.com

Legal notices must be delivered in writing using the contact method designated by SmartReach.