Terms of Service

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 jonathan@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.

Security is shared between us and you.

We are responsible for:

• Encrypting data in transit and relying on our infrastructure providers' encryption at rest
• Keeping each account's data in its own isolated data store
• Limiting our personnel's access to what is needed to run and support the Service
• Fixing security vulnerabilities in the Service within a reasonable time
• Notifying you of a personal data breach affecting your account as required by law
• Describing our controls and their current status on our Security page

You are responsible for:

• Using multi-factor authentication where it is offered for your sign-in method, and, for organizations, requiring it for your members where available
• Securing the devices, browsers, and networks you use to access the Service
• Choosing which services to connect and reviewing the permissions you grant
• Managing who has access to your workspace and removing access that is no longer needed
• Deciding what content to upload, share, or send, and complying with the rules that apply to it
• Reporting suspected unauthorized access to jonathan@smartmanager.ai promptly

We do not hold security certifications, and nothing in these Terms promises a particular certification or audit result.

"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. We never use User Content to train AI models, sell or rent it, or use it for advertising. 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
• Resell, sublicense, or provide the Service or its Outputs to others through automated or bulk means, such as scripts, bots, or programmatic pipelines
• Share an account, its sign-in, or its plan with other people; each plan is for one individual
• 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
• Upload, connect, or process protected health information (PHI) as defined by HIPAA, unless a business associate agreement signed by both parties covers that use

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

SmartManager LLC is not a HIPAA covered entity. We act as a business associate only when we have signed a business associate agreement (BAA) with you. We do not currently sign BAAs, and the Service is not configured to receive protected health information (PHI). You must not use the Service to create, receive, maintain, or transmit PHI on behalf of a covered entity or business associate.

Once our HIPAA mode and the necessary vendor agreements are in place, a BAA will be available on request for eligible customers. Until a BAA is signed by both parties, no HIPAA obligations apply to us, and you are responsible for any PHI you submit in breach of these Terms. If you learn that PHI has been submitted, tell us at jonathan@smartmanager.ai so we can help remove it.

11.1 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.

11.2 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.

11.3 Trials and Promotions

A newly enrolled standalone trial provides seven days of access. The trial access ends without a charge and does not convert to a paid subscription without your affirmative payment authorization. The email preview admits up to 500 email threads cumulatively during the trial. Supported email sources are read newest-first, and the shared limit is consumed in provider-connection order. Every admitted thread receives the same relevance, classification, and enrichment eligibility; content-based relevance decisions may still exclude a thread from your workspace. Other limits disclosed in the Service may apply to protect reliability and control processing costs.

After trial access ends, synchronization and background processing stop. We send trial-account service emails only on day 9 and day 11. Unless you upgrade, we begin permanently deleting the trial account and its imported data after eleven complete days from enrollment. A trial already in progress when this schedule took effect moves to it; no access end, notice, or deletion date moves earlier than one we already gave you. Trial-expiry deletion does not retain the 30-day recovery export offered after a manual account deletion. Narrow records may remain where required for billing, security, fraud prevention, legal compliance, shared content, or protected backup expiration, as described in the Privacy Policy.

Promotions may not be combined and may be modified or withdrawn before enrollment.

11.4 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.

11.5 Fair Use and Media Allowances

Paid plans that are described as unlimited have no daily request limit, subject to fair use and these Terms. To protect the Service from runaway automations, we automatically pause requests from an account that sends an unusually high number of requests within one hour. A pause lasts until the start of the next hour and lifts on its own. Image and video generation include a monthly allowance shown at checkout and in the Service, measured per calendar month in Coordinated Universal Time. Unused allowance does not carry over to the next month.

11.6 Prepaid Top-Ups

When a monthly media allowance is used up, you may buy a prepaid top-up pack. Each pack is a one-time charge for the price shown before you pay. It never renews, and we never buy a top-up for you or charge for one automatically. Top-up units are used only after that month's allowance, carry over from month to month until used, have no cash value, and cannot be transferred. They end when your account is closed or terminated.

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, including prepaid top-ups, 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. For personal accounts, SmartManager LLC is the controller of that information. By using the Service, you acknowledge the data practices described there.

When you use the Service for an organization and we process personal data in your workspace on your behalf, you are the controller and we are your processor. Our Data Processing Addendum (DPA) is incorporated into these Terms by reference for that processing and is available on request from jonathan@smartmanager.ai. The DPA covers our processing instructions, confidentiality, security, subprocessors, assistance with data-subject requests, breach notice, deletion or return of data, and international transfer safeguards, including the EU Standard Contractual Clauses and the UK Addendum where they apply. If the DPA conflicts with these Terms on data protection, the DPA controls.

You are responsible for providing required notices, having a lawful basis for the personal data you bring into the Service, and responding to data-subject requests about your workspace content, with our assistance as described in the DPA.

We list our subprocessors on our Subprocessors page. We post a new subprocessor there at least 30 days before it begins processing personal data where feasible, and you can subscribe to change notices. Business customers may object to a new subprocessor on reasonable data-protection grounds as described in the DPA.

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.

We do not offer a service level agreement, uptime commitment, or service credits unless an order form signed by both parties says otherwise. Our current backup and recovery posture is described on our Disaster recovery page.

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, revise the "Last updated" date, and record the change on our Legal updates page.

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, the DPA where it applies, 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 the DPA for data protection matters, 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. Any successor or assignee must keep our commitments about User Content in Your Content and Permissions.

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, legal notices, or product and account support may be sent to jonathan@smartmanager.ai.

Postal address:

SmartManager LLC

480 Boynton Ave

San Jose, California 95117

United States