The Legal Stuff
SmartSuite Terms of Use
(End User Subscription Terms / EULA)
These Terms of Use ("Terms") govern access to and use of the SmartSuite software-as-a-service platform, including any related websites, apps, APIs, support, and services (collectively, the "Service"). They apply whether you obtain the Service through self-service online checkout, a SmartSuite order form, or an authorized reseller.
By clicking "I Agree" (or similar), signing an order form that references these Terms, creating an account, or otherwise accessing or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" means the organization.
SmartSuite may maintain electronic records of your acceptance of these Terms (including the version accepted) and related incorporated documents.
1. Incorporated Documents
The following documents are incorporated into these Terms by reference and form part of the agreement between you and SmartSuite:
Acceptable Use Policy (AUP): https://www.smartsuite.com/legal/acceptable-use-policy
Customer Data Processing Addendum(DPA): https://www.smartsuite.com/legal/customer-dpa
Subprocessor List: https://www.smartsuite.com/legal/subprocessors
SmartSuite’s Trust Center (https://trust.smartsuite.com/) may provide additional security and compliance information. Unless expressly stated, it is informational and not contractual.
2. Definitions
"Account": Your SmartSuite account and workspace(s) created to access the Service.
"Affiliate": An entity that controls, is controlled by, or is under common control with a party.
"Customer Content": Data, text, files, content, and other information submitted to the Service by you or your authorized users.
"Order Form": ASmartSuite order form, online checkout page, or other ordering document that identifies the subscription plan, term, fees, and other commercial terms and that references these Terms.
"Authorized Users": Individuals you authorize to use the Service under your Account, including administrators and end users.
"Reseller": A SmartSuite-authorized value-added reseller that sells the Service to end customers.
3. Reseller Purchases
If you obtain the Service through a Reseller, these Terms form a direct agreement between you and SmartSuite for your access to and use of the Service. Your commercial purchase (including pricing, invoicing, and payment terms) may be set between you and the Reseller, but the Service is provided bySmartSuite.
Resellers are not authorized to modify these Terms, the AUP, or the DPA on SmartSuite’s behalf. If aReseller’s quote, PO, or other document conflicts with these Terms regarding the Service, these Terms control for Service use.
SmartSuite may require confirmation of your acceptance of these Terms (for example, at first login orprovisioning). If you do not accept, SmartSuite may refuse to provision or may suspend access.
4. Account Administration and Authorized Users
You are responsible for (a) the activities of your Authorized Users, (b) maintaining the confidentiality of account credentials, and (c) ensuring that Authorized Users comply with these Terms and the AUP.
You will promptly notify SmartSuite of any unauthorized use of your Account or credentials. SmartSuite isnot responsible for losses caused by unauthorized access resulting from your failure to safeguard credentials.
5. The Service; License; Restrictions
Subject to these Terms and your Order Form, SmartSuite grants you a non-exclusive, non-transferable rightfor your Authorized Users to access and use the Service during the applicable subscription term for your internal business purposes.
You will not (and will not allow anyone to):
- violate the AUP or applicable law;
- reverse engineer, decompile, or attempt to discover the Service source code (except to the extent such restriction is prohibited by law);
- access the Service to build or benchmark a competing product, or to provide services to third parties (except as expressly permitted in an Order Form);
- probe, scan, or test the vulnerability of the Service except as permitted under a written vulnerability disclosure or security testing authorization from SmartSuite;
- interfere with or disrupt the integrity or performance of the Service.
6. Customer Content; Data Use
As between the parties, you retain all rights in Customer Content. You grant SmartSuite and its Affiliates a worldwide, non-exclusive license to host, copy, transmit, process, and display Customer Content only to provide, secure, and maintain the Service, and as otherwise permitted by these Terms and the DPA.
SmartSuite may create and use aggregated and/or de-identified data derived from Customer Content and Service usage ("Aggregated Data") to operate, improve, and develop its products and services, provided that Aggregated Data does not identify you or any individual.
7. Fees, Orders, Taxes, and Payment
Fees and subscription terms are set in your Order Form. Unless otherwise stated, fees are non-refundable and payable in advance. If you purchase via online checkout, you authorize SmartSuite (or its payment processor) to charge your selected payment method for recurring subscription fees until you cancel.
Taxes are excluded from fees unless stated otherwise. You are responsible for applicable taxes, duties, and governmental assessments. If you are required to withhold taxes from payments to SmartSuite, you will gross up payments so SmartSuite receives the full amount due, and you will provide appropriate documentation.
Price changes for self-service subscriptions will take effect at the start of the next renewal/billing cycle, after notice. For contracted subscriptions, pricing changes (including multi-year schedules) must be stated in the applicable Order Form.
8. Support; Professional Services
Support is provided in accordance withthe support terms for your plan or Order Form. Professional services,if any, will be governed by a separate statement of work (SOW) orservices exhibit.
9. Security; Privacy; DPA
SmartSuite maintains a security program designed to protect the confidentiality, integrity, and availability of the Service. SmartSuite undergoes a SOC 2 audit annually and can provide its SOC 2 report under confidentiality upon request.
The DPA applies where SmartSuite processes personal data on your behalf as a processor/service provider. SmartSuite’s subprocessor list is available at the link above and may be updated from time to time.
If SmartSuite becomes aware of a confirmed security incident affecting Customer Content, SmartSuite will notify you without undue delay and consistent with the DPA.
10. Confidentiality
Each party may disclose ConfidentialInformation to the other. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood as confidential, including the Service, security information, and pricing.
The receiving party will protect the disclosing party’s Confidential Information using reasonable care and will use it only to perform under these Terms. Confidentiality obligations do not apply to information that is independently developed, rightfully known, or becomes public without breach.
11. Intellectual Property
SmartSuite and its licensors retain all rights, title, and interest in and to the Service and related technology, including all intellectual property rights. No rights are granted to you except as expressly stated in these Terms.
You may provide suggestions or feedback. SmartSuite may use feedback without restriction or obligation.
12. Term, Renewal, Suspension, and Termination
These Terms begin when you first accept them and continue until terminated. Subscription terms, including renewal and auto-renewal, are described in your Order Form.
SmartSuite may suspend or terminate access to the Service if: (a) you materially breach these Terms and do not cure within 30 days after notice; (b) your use poses a security risk or materially disrupts the Service; (c) required fees are past due (including where a Reseller has not paid SmartSuite for your subscription); or (d) SmartSuite is required to do so by law.
Upon termination, your right to use theService stops. SmartSuite will make Customer Content available for export for a limited time consistent with the Service’s standard capabilities, unless legally prohibited or you requested earlier deletion.
13. Warranties; Disclaimers
SmartSuite warrants that it will provide the Service in a professional and workmanlike manner. Except as expressly stated, the Service is provided "as is" andSmartSuite disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
14. Indemnification
SmartSuite will defend you against third-party claims alleging that the Service infringes a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement, provided you promptly notifySmartSuite, allow SmartSuite to control the defense, and cooperate.SmartSuite will have no obligation to the extent a claim arises from Customer Content, your modifications, or use in violation of these Terms.
You will defend SmartSuite against third-party claims arising from Customer Content or your use of the Service in violation of these Terms or the AUP, and will pay resulting damages finally awarded or agreed in settlement.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW,NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, ORDATA, ARISING OUT OF OR RELATED TO THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW,EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SMARTSUITE FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. IF YOU HAVE NOTPAID ANY FEES TO SMARTSUITE, SMARTSUITE’S TOTAL LIABILITY WILL NOT EXCEED US$1,000.
16. Publicity
SmartSuite may identify you as a customer and use your name and logo in marketing materials only withyour consent (email acceptable) or as otherwise permitted in an OrderForm. You may withdraw consent at any time by contactinglegal@smartsuite.com.
17. Changes to These Terms
SmartSuite may update these Terms to reflect changes in the Service, law, or business practices. If anupdate is material, SmartSuite will provide notice (for example by email or in-product notice).
For self-service monthly subscriptions, material updates take effect no earlier than 30 days after notice.For annual or multi-year subscriptions, material updates take effect at the next renewal unless you accept earlier. If you do not agree toan update, you may stop using the Service and (if applicable) cancel at renewal.
18. Miscellaneous
Assignment: You may not assign theseTerms without SmartSuite’s prior written consent. SmartSuite may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
Export: You will comply with applicable export control and sanctions laws and will not permit users to access the Service in violation of such laws.
Entire Agreement; Order of Precedence:These Terms, together with the incorporated documents and any OrderForm, are the entire agreement. If there is a conflict, the OrderForm controls for commercial terms (fees, term, plan), and theseTerms control for all other matters unless the Order Form expressly states otherwise.
Governing Law; Venue: These Terms are governed by Delaware law, excluding conflict of law rules. The parties submit to the exclusive jurisdiction of state and federal courts located in Delaware, except where prohibited by law.
Notices: Notices to SmartSuite must be sent to legal@smartsuite.com and by mail to SmartSuite Holdings,Inc., 3857 Birch Street, #945, Newport Beach, CA 92660, USA. Notices to you will be sent to the email associated with your Account.
SmartSuite Holdings, Inc.