These Terms of Service ("Terms") are an agreement between you and SmartManager LLC and govern your access to and use of the Smart Manager websites, desktop and mobile applications, software, AI features, and related services (collectively, the "Service"). By creating an account, purchasing a subscription, or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use the Service.

If you use the Service for a company or other organization, you represent that you have authority to bind that organization. In that case, "you" includes both you and the organization.

You must be at least 18 years old and legally capable of entering into a binding contract to use the Service. You may not use the Service if applicable law prohibits you from doing so.

You must provide accurate account information and keep it current.

Smart Manager is an AI-native operating system that can help you find information, create and manage documents, organize tasks and calendars, process communications, connect third-party services, and carry out user-directed workflows.

Features, integrations, storage allowances, usage limits, supported platforms, and model availability may vary by plan, location, device, or release. We may improve, replace, suspend, or discontinue features. We will provide reasonable notice when a change materially reduces the core functionality of a paid subscription, when practicable.

Account access is provided through WorkOS and may include authentication methods offered by WorkOS or your identity provider.

You agree to:

• Keep your account, device, and authentication methods secure
• Promptly notify us at support@smartmanager.ai if you suspect unauthorized access
• Accept responsibility for activity performed through your account, except to the extent caused by our breach of these Terms or applicable law
• Use only accounts and connected services that you are authorized to access

You may not sell, transfer, or share your account credentials.

"User Content" means information, files, messages, prompts, instructions, contacts, calendar items, documents, images, audio, and other content that you or your authorized integrations provide to the Service.

You retain ownership of your User Content. You grant us a limited, non-exclusive, worldwide license to host, copy, process, transmit, display, and otherwise use User Content only as needed to provide, operate, secure, and support the Service, comply with law, and follow your instructions. This license ends when the content is deleted from our active systems, subject to reasonable backup retention, legal obligations, and content you shared with others.

You represent that you have all rights and permissions needed for us to process User Content and to perform the actions you request. You are responsible for User Content and for deciding what information to connect, upload, share, or send.

The Service uses artificial intelligence and may provide text, summaries, recommendations, generated files, classifications, or other results ("Outputs"). AI is probabilistic. Outputs may be inaccurate, incomplete, outdated, offensive, or similar to content generated for other users.

You agree to independently review Outputs before relying on them or using them. The Service is not a substitute for professional legal, medical, financial, accounting, employment, or other regulated advice. You must use appropriately qualified professionals and human oversight for decisions that could materially affect a person's rights, health, safety, finances, employment, housing, education, insurance, credit, or access to essential services.

As between you and SmartManager LLC, and to the extent permitted by law, you own the Output generated specifically for you. We do not promise that any Output is unique, protectable, non-infringing, or fit for a particular purpose.

If you connect an email, calendar, cloud-storage, messaging, social, payment, or other third-party account, you authorize the Service to access and process that account's data within the permissions you grant. You may disconnect integrations through the Service or the third-party provider.

The Service may prepare or perform actions at your direction, including creating events, sending communications, changing records, or starting workflows. Confirmation and risk controls reduce mistakes but cannot eliminate them. You are responsible for reviewing material details, recipients, permissions, and consequences before approving an action.

Third-party services are governed by their own terms and privacy policies. We do not control and are not responsible for their availability, content, security, or changes. A provider may limit or revoke an integration at any time.

You may not use the Service to:

• Violate law or another person's rights, privacy, or contractual obligations
• Upload, generate, distribute, or facilitate unlawful, fraudulent, defamatory, infringing, abusive, exploitative, or malicious content
• Harass, threaten, impersonate, deceive, discriminate against, or harm another person
• Send spam or communications without legally required consent
• Access an account, system, or data without authorization
• Introduce malware, disrupt the Service, probe for vulnerabilities, or bypass security or usage controls
• Scrape, reverse engineer, resell, or use automated means to access the Service except as expressly authorized by us or permitted by law
• Use Outputs or automated actions as the sole basis for high-impact decisions about individuals without legally required notice, consent, review, and safeguards
• Develop or improve a competing AI model or service using the Service or Outputs, unless we agree in writing
• Misrepresent Output as human-generated when disclosure is required by law

We may investigate suspected violations and remove content, restrict features, or suspend access when reasonably necessary to protect users, third parties, or the Service.

9.1 Paid Subscriptions

Paid plans are offered on a recurring monthly or annual basis. The plan, price, billing interval, included features, and any usage-based charges shown at checkout form part of these Terms. Prices displayed at checkout control if they differ from marketing materials or older versions of these Terms. Prices do not include applicable taxes unless stated otherwise.

9.2 Automatic Renewal

By purchasing a subscription, you authorize us and Stripe, our payment processor, to charge your selected payment method at the start of each billing period until you cancel. Your subscription automatically renews for the same billing interval unless the checkout terms state otherwise. We will provide notices required by applicable law for renewals and material price changes.

9.3 Trials and Promotions

We may offer a limited trial or promotional access. The duration, limits, eligibility, and any conversion terms will be disclosed when you enroll. Unless the enrollment screen expressly states that a trial converts to a paid subscription and you provide payment authorization, trial access ends without a charge. Promotions may not be combined and may be modified or withdrawn before enrollment.

9.4 Failed Payments

You must keep your billing information current. If payment fails, we may retry the charge, provide a temporary grace period, restrict paid features, or suspend the subscription. You remain responsible for amounts lawfully due.

You may cancel automatic renewal at any time through the Stripe billing portal available in account settings. Cancellation takes effect at the end of the current paid billing period, and you may continue using paid features until then unless your account is terminated for cause.

Except where required by law or expressly stated at checkout, payments are non-refundable and we do not provide prorated credits for a partially used billing period. If we discontinue a paid Service before the end of your prepaid period, we will provide a prorated refund for the unused portion unless we terminate your access for a material violation of these Terms.

Cancellation of a subscription does not delete your account or User Content.

The Service, including its software, interfaces, design, documentation, trademarks, and underlying technology, is owned by SmartManager LLC or its licensors and is protected by intellectual-property laws.

Subject to these Terms and your applicable plan, we grant you a limited, personal, non-exclusive, non-transferable, revocable right to access and use the Service. No other rights are granted. If you provide feedback, you grant us a perpetual, worldwide, royalty-free right to use it without restriction or compensation.

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information. By using the Service, you acknowledge the data practices described there.

If you use the Service to process personal information on behalf of an organization, you are responsible for providing required notices, obtaining required consents, responding to data-subject requests, and otherwise complying with applicable privacy and data-protection law. Contact legal@smartmanager.ai if your organization requires a data processing agreement.

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use such information only to perform under these Terms and will protect it using reasonable care. This obligation does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or is lawfully received without a confidentiality duty.

A party may disclose confidential information when required by law after giving notice when legally permitted. User Content is also handled as described in the Privacy Policy and any applicable data processing agreement.

We work to keep the Service reliable, but we do not guarantee uninterrupted or error-free operation, a specific response time, or that User Content will never be lost. You should maintain independent copies of important content.

Features identified as beta, preview, experimental, or early access may be incomplete, change without notice, and have additional limitations. You use those features at your own risk. Support is available through the channels and during the hours shown in the Service or on our website.

You may stop using the Service at any time and may request account deletion through account settings.

We may suspend or terminate access if you materially breach these Terms, create a security or legal risk, fail to pay amounts due, or use the Service in a way that could harm us, our users, or third parties. When reasonable, we will give notice and an opportunity to cure. We may act immediately for urgent security, fraud, legal, or safety reasons.

Upon termination, your right to use the Service ends. Sections that by their nature should survive termination will survive, including provisions concerning ownership, payment obligations, disclaimers, liability, indemnity, disputes, and general terms. Account deletion and retention are handled as described in the Privacy Policy.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SMARTMANAGER LLC AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, OR SUITABLE FOR YOUR NEEDS. THESE DISCLAIMERS DO NOT LIMIT WARRANTIES OR CONSUMER RIGHTS THAT CANNOT LAWFULLY BE DISCLAIMED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMARTMANAGER LLC AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO SMARTMANAGER LLC FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US$100.

THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE WHERE APPLICABLE. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.

To the extent permitted by law, you will defend, indemnify, and hold harmless SmartManager LLC and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, and reasonable legal fees arising from your User Content, your unlawful or unauthorized use of the Service, your breach of these Terms, or your violation of another person's rights.

This obligation does not apply to the extent a claim results from SmartManager LLC's own breach, gross negligence, or willful misconduct. If you are a consumer, this section applies only to the extent enforceable under the law of your jurisdiction.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Any dispute must be brought in a court of competent jurisdiction in California, and each party consents to personal jurisdiction there.

Before filing a claim, each party agrees to send the other a written description of the dispute and attempt in good faith to resolve it informally for at least 30 days. This requirement does not prevent either party from seeking urgent injunctive relief or filing in small claims court.

If you are a consumer, this section does not deprive you of mandatory protections or the right to bring a claim in another forum when the law of your residence does not permit that waiver.

We may update these Terms to reflect changes to the Service, law, security practices, or business operations. We will post the updated Terms and revise the "Last updated" date.

If a change materially reduces your rights or increases your obligations, we will provide reasonable advance notice through the Service, by email, or by another appropriate method, except when a faster change is needed for legal, security, fraud-prevention, or safety reasons. Changes apply prospectively from their effective date. If you do not agree to updated Terms, you must stop using the Service and cancel any subscription.

These Terms, the Privacy Policy, any applicable order or checkout terms, and any written supplemental agreement make up the entire agreement between you and SmartManager LLC regarding the Service. If they conflict, a signed supplemental agreement controls, followed by order or checkout terms, these Terms, and the Privacy Policy.

If any provision is unenforceable, it will be modified only as much as necessary, and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. Headings are for convenience only.

Questions about these Terms or legal notices may be sent to legal@smartmanager.ai. Product and account support requests may be sent to support@smartmanager.ai.

Postal address:

SmartManager LLC

480 Boynton Ave

San Jose, California 95117

United States