Terms of Service
Last updated: 2026-10-04.1. This is a template pending review by counsel and does not constitute legal advice.
These Terms of Service ("Terms") are a binding agreement between SmartCloud USA Inc. ("Provider," "we," "us") and the entity or person agreeing to them ("Customer," "you"). They govern access to and use of the SmartCloudEV platform, including all software, modules, APIs, and related services (the "Service"). By creating an account, clicking "I agree," or using the Service, you accept these Terms. If you are accepting on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.
1. Definitions
"Order" means an order form, online plan selection, or written agreement that references these Terms. "Customer Data" means data, content, and materials that Customer or its Authorized Users submit to the Service. "Authorized User" means an individual Customer permits to use the Service under its account (e.g. a seat). "Documentation" means the Service's then-current user documentation.
2. Accounts and Authorized Users
You must provide accurate registration information and keep it current. You are responsible for: (a) configuring and securing your account; (b) the acts and omissions of your Authorized Users; and (c) all activity occurring under your account. You will keep all credentials confidential, require strong authentication, and notify us promptly of any suspected unauthorized access. We may provision an initial administrator at your direction.
3. Subscriptions, Plans, Seats, and Modules
Access is licensed by subscription on a per-plan basis and may be metered by seats (Authorized Users) and optional add-on modules, as set out in your Order. You may not exceed the seats or modules you have purchased, and you will not share a single seat among multiple individuals.
4. Fees, Billing, Taxes, and Renewal
(a) You will pay all fees stated in your Order. Unless stated otherwise, fees are quoted and payable in U.S. dollars, billed in advance, and non-refundable except as expressly required by law. (b) Subscriptions automatically renew for successive terms equal to the prior term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then- current term. (c) We may change fees effective at the start of the next renewal term. (d) Fees are exclusive of taxes; you are responsible for all sales, use, VAT, and similar taxes (excluding taxes on our net income). (e) Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, and we may suspend the Service for non-payment after reasonable notice.
5. Complimentary, Trial, and Beta Access
We may offer complimentary, trial, discounted, or beta access. Such access is provided "AS IS," may be modified or revoked at any time, and may be subject to additional terms. Sections on warranties, liability, and indemnification apply with full force to any no-charge access.
6. License and Restrictions
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term for your internal business purposes. You will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to discover source code or underlying ideas; (c) resell, sublicense, rent, or provide the Service to third parties as a service bureau; (d) use the Service to build or benchmark a competing product, or copy its features or user interface; (e) scrape, harvest, or use bots to extract data or pricing; (f) circumvent usage limits, security, or access controls; or (g) use the Service in violation of law or these Terms.
7. Customer Data and Privacy
As between the parties, Customer owns all Customer Data. You grant us a worldwide, limited license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and improve the Service and as permitted by these Terms. You represent that you have all rights and consents necessary to provide Customer Data and that it does not violate law or third-party rights. Our processing of personal data on your behalf is governed by the Data Processing Addendum, which is incorporated by reference.
8. Acceptable Use
You will not use the Service to: store or transmit unlawful, infringing, or malicious content; transmit malware; gain unauthorized access to any system or data (including other tenants' data); interfere with the integrity or performance of the Service; or send unlawful communications. We may suspend access to address a material risk to the Service, other customers, or third parties, and will use reasonable efforts to give notice.
9. Intellectual Property; Feedback
The Service, software, and all related intellectual property are and remain our exclusive property and that of our licensors. No rights are granted except as expressly stated. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.
10. Third-Party Services
The Service may interoperate with third-party services (e.g. identity providers, payment processors, storage, mapping, and data sources). Your use of those services is governed by their terms, and we are not responsible for them.
11. Confidentiality
Each party may receive the other's non-public information ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality. This does not apply to information that is public, independently developed, or rightfully received from a third party.
12. Warranties; Disclaimer
Each party warrants it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS. THE SERVICE IS NOT A SYSTEM OF RECORD FOR ACCOUNTING, LEGAL, OR TAX PURPOSES AND IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. For no-charge access, our aggregate liability will not exceed USD 100. These limits do not apply to a party's liability for death or personal injury caused by negligence, or to other liability that cannot be limited by law.
14. Indemnification
You will defend, indemnify, and hold us harmless from third-party claims arising from Customer Data or your use of the Service in violation of these Terms or law. We will defend you against third-party claims that the Service, as provided, infringes such third party's intellectual property rights, and pay resulting costs finally awarded, provided you promptly notify us and allow us to control the defense.
15. Term, Suspension, and Termination
These Terms apply while you use the Service. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. We may suspend or terminate for non-payment, security risk, or unlawful use. Upon termination, your right to use the Service ceases. We will make Customer Data available for export for a limited period (e.g. thirty (30) days) after termination, after which we may delete it. Provisions that by their nature should survive (including Sections 4, 6, 9, 11–14, and 16) survive termination.
16. Governing Law; Dispute Resolution
These Terms are governed by the laws of [GOVERNING-LAW STATE, e.g. State of Delaware], without regard to conflict-of-laws rules. The parties will attempt in good faith to resolve disputes informally. Any unresolved dispute will be subject to the exclusive jurisdiction of the state and federal courts located in [GOVERNING-LAW STATE, e.g. State of Delaware], and each party consents to personal jurisdiction there. Each party waives any right to a jury trial and to participate in a class or representative action. [If arbitration is preferred, counsel should insert a binding-arbitration clause here.]
17. Changes to the Service and Terms
We may update the Service and these Terms. For material changes to the Terms, we will provide notice (e.g. in-app or by email) and may require renewed acceptance. Continued use after changes take effect constitutes acceptance.
18. General
These Terms, with any Order and the DPA, are the entire agreement and supersede prior agreements on the subject. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets; we may assign freely. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). If a provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver. Notices to us must be sent to guy@smartcloudusa.com. You will comply with applicable export-control and anti-corruption laws. We may identify you as a customer (name and logo) unless you opt out in writing.