Terms of Service

Effective Date: V1.1 2026

Welcome to Smmartt (“Smmartt,” “Company,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of the Smmartt website, platform, software, APIs, applications, and related services (collectively, the “Services”).

By creating an account, accessing, or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

1. Eligibility

To use the Services, you must:

• Be at least 18 years old or the age of majority in your jurisdiction.
• Have the legal capacity to enter into a legally binding agreement.
• Comply with all applicable laws and regulations.

If you use the Services on behalf of a company, contractor, subcontractor, or other organization, you represent and warrant that you have authority to bind that entity to these Terms.

2. Accounts and Registration

You may be required to create an account to access certain features of the Services.

You agree to:

• Provide accurate, complete, and current information.
• Maintain and update your account information as necessary.
• Protect the confidentiality of your account credentials.
• Notify us immediately of any unauthorized use of your account.

You are responsible for all activities conducted through your account.

We reserve the right to suspend, restrict, or terminate accounts at our discretion, including for violations of these Terms.

3. Description of Services

Smmartt provides an AI-powered procurement operations platform designed to assist construction organizations with procurement management, supplier coordination, document review, discrepancy detection, workflow monitoring, and operational visibility.

The Services may process procurement-related information, including but not limited to:

• Purchase orders
• Invoices
• Delivery documentation
• Supplier communications
• Contracts and procurement records
• Project procurement data
• Other documents and information submitted by users

Smmartt is intended to support procurement operations and decision-making processes. The Services do not replace professional judgment, internal controls, project management oversight, legal review, accounting review, or procurement approval processes.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms.

You may not:

• Violate any applicable law, regulation, contractual obligation, or third-party right.
• Upload unlawful, fraudulent, defamatory, harmful, or infringing content.
• Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying models of the Services.
• Interfere with or disrupt the security, functionality, or operation of the Services.
• Access systems, networks, or data without authorization.
• Use the Services to develop, train, benchmark, or improve competing products, services, or artificial intelligence systems.
• Introduce malware, viruses, or malicious code into the Services.

We may monitor use of the Services to ensure compliance and maintain system integrity.

5. User Content

“User Content” means any data, documents, communications, files, text, images, prompts, inputs, procurement records, supplier information, or other materials submitted to the Services.

You retain ownership of your User Content.

By submitting User Content, you grant Smmartt a worldwide, non-exclusive, royalty-free license to host, process, store, analyze, reproduce, and use such content solely for the purpose of:

• Providing the Services;
• Maintaining and improving platform functionality;
• Detecting errors, inconsistencies, and security issues;
• Generating outputs and insights requested by users;
• Complying with legal obligations.

You represent and warrant that:

• You have all rights necessary to provide the User Content.
• The User Content does not violate any law, contract, confidentiality obligation, or third-party right.
• You have obtained any required permissions from third parties whose information is included in the User Content.

We reserve the right to remove or restrict access to User Content that violates these Terms.

6. AI Services and Procurement Recommendations

The Services may utilize artificial intelligence, machine learning models, workflow automation, and data analysis tools to generate outputs, recommendations, alerts, summaries, classifications, comparisons, and procurement-related insights (“AI Outputs”).

You acknowledge and agree that:

• AI Outputs are generated automatically and may contain errors, omissions, inaccuracies, or incomplete information.
• AI Outputs are provided for informational and operational assistance purposes only.
• Smmartt does not guarantee the accuracy, completeness, reliability, legality, or suitability of any AI Output.
• AI Outputs do not constitute professional, legal, financial, accounting, engineering, procurement, or project management advice.
• Users are solely responsible for reviewing, validating, and approving procurement decisions before taking action.
• All purchasing, contracting, supplier selection, payment approval, project management, and business decisions remain solely the responsibility of the user.

You agree not to rely exclusively on AI Outputs when making decisions that may materially affect projects, budgets, contractual obligations, safety, compliance, or business operations.

7. Intellectual Property

The Services, including all software, source code, designs, workflows, documentation, algorithms, models, trademarks, logos, and proprietary technology, are owned by Smmartt or its licensors and are protected by intellectual property laws.

Except as expressly permitted by these Terms, you may not:

• Copy, reproduce, distribute, or modify the Services;
• Create derivative works based on the Services;
• Use Smmartt intellectual property without prior written authorization.

8. Privacy and Data Processing

Your use of the Services is subject to our Privacy Policy.

By using the Services, you consent to the collection, use, processing, storage, and disclosure of information as described in our Privacy Policy.

Where applicable, users remain responsible for ensuring that they have appropriate rights and permissions to upload procurement, supplier, contractor, employee, or project-related information to the Services.

9. Security

We implement commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and user data.

However, no system can be guaranteed to be completely secure.

You agree that:

• You use the Services at your own risk.
• You will not attempt to bypass or compromise security measures.
• You will promptly notify us of any suspected unauthorized access or security incident.

10. Third-Party Services

The Services may integrate with or connect to third-party software, applications, vendors, or services.

We do not control and are not responsible for:

• Third-party content;
• Third-party systems or services;
• Data provided by third parties;
• Any damages or losses arising from third-party products or services.

Your use of third-party services is governed by the terms and policies of those third parties.

11. Fees and Payment

If applicable, fees for the Services will be described in an applicable order form, subscription agreement, or pricing plan.

Unless otherwise stated:

• Fees are non-refundable.
• Payments are due according to the agreed billing schedule.
• We may suspend access to the Services for overdue accounts.

You are responsible for all taxes, duties, and governmental charges associated with your use of the Services.

12. Suspension and Termination

We may suspend or terminate your access to the Services at any time if:

• You violate these Terms;
• Your activities create legal, regulatory, operational, or security risks;
• Required by law;
• Necessary to protect our systems, users, or business interests.

Upon termination:

• Your right to use the Services immediately ends.
• We may deactivate or delete your account and associated data, subject to applicable legal obligations and retention requirements.

13. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMMARTT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY;
• RELIABILITY;
• AVAILABILITY.

We do not warrant that:

• The Services will be uninterrupted or error-free;
• AI Outputs will be accurate or complete;
• Procurement discrepancies will always be detected;
• Project delays, cost overruns, supplier issues, or procurement errors will be prevented.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMMARTT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS INCLUDES DAMAGES ARISING FROM:

• PROJECT DELAYS;
• PROCUREMENT ERRORS;
• SUPPLIER DISPUTES;
• CONTRACTUAL LOSSES;
• LOST PROFITS;
• LOST DATA;
• BUSINESS INTERRUPTION;
• RELIANCE ON AI OUTPUTS OR RECOMMENDATIONS.

IN NO EVENT SHALL SMMARTT’S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY YOU TO SMMARTT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

You agree to defend, indemnify, and hold harmless Smmartt and its affiliates, officers, directors, employees, contractors, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from:

• Your use of the Services;
• Your User Content;
• Your violation of these Terms;
• Your violation of applicable law;
• Your infringement of any third-party rights.

16. Dispute Resolution

Informal Resolution

Before commencing arbitration, the parties agree to attempt to resolve disputes through good-faith negotiations for at least thirty (30) days after written notice of the dispute.

Binding Arbitration

Any dispute arising from or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its applicable rules.

The arbitration shall:

• Be conducted in English;
• Take place in Miami-Dade County, Florida, unless otherwise agreed;
• Be confidential to the extent permitted by law.

Class Action Waiver

ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY.

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, OR CLASS ARBITRATION.

Exceptions

Claims relating to intellectual property rights, injunctive relief, or matters eligible for small claims court may be brought in a court of competent jurisdiction.

17. Governing Law

These Terms shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Subject to the arbitration provisions above, any legal proceeding shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida.

18. Changes to These Terms

We may modify these Terms from time to time.

If material changes are made, we will provide notice through the Services, by email, or by other reasonable means.

Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

19. Corrections

The Services and website may occasionally contain typographical errors, inaccuracies, or omissions.

We reserve the right to correct, update, or modify information at any time without prior notice.

20. Contact Information

If you have any questions regarding these Terms, please contact:

Smmartt, Inc.
Email: [email protected]

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.