TERMS OF USE

Last updated: September 30, 2025

This Terms of Use (the “Agreement”) is entered into by and between Smart SNT LLC (“Company,” “we,” “us,” or “our”), which operates the Expertmate.ai platform (“Expertmate” or the “Platform”), and the entity or person placing an order for or accessing any Services (“Customer,” “you,” or “your”). If you access or use the Services on behalf of your company or other entity, you represent that you are authorized to accept this Agreement on behalf of such entity, and all references to “you” or “Customer” refer to that entity. If you sign up using an email address from your employer or another entity, you will be deemed to represent such party, and your acceptance will bind that party to these terms.

This Agreement permits Customer to purchase subscriptions to Company’s online software‑as‑a‑service products and other services pursuant to any Company ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. The “Effective Date” of this Agreement is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process, or (b) the effective date of the first Order Form referencing this Agreement.

PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE BILLING PERIODS AT OUR THEN‑CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF AUTO‑RENEWAL IN ACCORDANCE WITH SECTION 8.

PLEASE NOTE: SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON‑CLASS BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION AND HOW TO OPT OUT.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED HEREIN. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES. EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING.

1. DEFINITIONS

Affiliate: means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.

Agreement: means these Terms of Use, any Order Forms, and any attachments, linked policies or documents referenced herein.

Beta Services: means services or features identified as “alpha,” “beta,” “preview,” “early access,” or words or phrases with similar meanings.

Control: means 50% or greater voting power, or otherwise having the power to govern the financial and operating policies or to appoint the management of an organization.

Customer Chosen Third‑Party Product: means a product, service, application, functionality, or content provided by a third‑party or by Customer that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Services.

Customer Data: means any data in electronic form that Customer or Users make available through the Platform or that is otherwise collected by Company on behalf of Customer or its Users.

Documentation: means Expertmate.ai’s user guides and other end‑user documentation for the Services made available by Company to its customers.

Enterprise Tier Services: means the Services that Company makes available under its “Enterprise” tier Service Plan.

Free Services: means the Services that Company makes available free of charge.

Fees: means any fees payable for the Services under the Order Form.

Force Majeure Event: means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures or delays, and denial of service attacks.

Implementation Services: means any implementation services for Enterprise Tier Services that Company will provide to Customer under this Agreement, as described in the applicable Order Form.

Intellectual Property Rights: means copyrights, trademark rights, patent rights, trade secrets, moral rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of jurisdiction.

Expertmate Materials: means all software, specifications, documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, provided or used by Company in connection with the Services or otherwise comprising or relating to the Services or the Platform. Expertmate Materials do not include Customer Data.

Platform: means Expertmate.ai’s proprietary platform of servers, software and technology used to provide the Services.

Pricing Page: means the publicly available web page(s) where Company publishes its list prices for Services, currently available at https://www.expertmate.ai/#pricing.

Pro Tier Services: means the individual licenses to the Services that Company makes available under a non‑enterprise tier Service Plan.

Restricted Data: means (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1); (ii) protected health information as defined in HIPAA; (iii) payment cardholder information or financial account information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) data subject to COPPA or GLBA; or (vi) any similar data protected under applicable laws, rules, or regulations.

Service Plan: means the packaged subscription plan and associated features, as detailed on the Pricing Page to which Customer subscribes.

Services: means the services that Company will provide to Customer under this Agreement as described in the applicable Order Form.

Software: means Expertmate’s client software provided as part of the Services, such as mobile or desktop applications or browser extensions.

Subscription Period: means the term of each subscription period as specified in the applicable Order Form.

Usage Data: means any diagnostic and usage‑related information and data from the use, performance and operation of the Platform and Services that may include, but is not limited to, usage patterns, traffic logs, and User engagement with the Platform and Services.

Users: means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.

2. THE SERVICES

2.1. Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Company grants to Customer a limited, non‑transferable, non‑assignable (except as set forth in the Agreement), non‑exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes solely in the form provided by Company and as permitted by the functionalities provided therein.

2.2. Software. Company may make Software available as part of the Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Company grants to Customer and its Users a limited non‑exclusive, non‑transferable, non‑sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open‑source software, the open‑source license for that component will govern.

2.3. Ownership. All rights and title in and to the Platform, the Services, Software, Usage Data, Aggregate and De‑Identified Data, Expertmate Materials and Documentation, including all enhancements, derivatives, and improvements thereto and all Intellectual Property Rights inherent therein, belong exclusively to Company and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting Company from utilizing the Usage Data for purposes of operating Company’s business; provided that Company will not disclose any Usage Data to any third‑party in a manner that could identify Customer or any individual.

2.4. Customer Chosen Third‑Party Products. The Platform may contain features designed to interoperate with Customer Chosen Third‑Party Products. Such products are not under Company’s control, and Company makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third‑Party Products. Any acquisition by Customer of Customer Chosen Third‑Party Products, and any exchange of Customer Data between Customer and any such provider, is solely between Customer and the applicable provider. Company is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Customer Chosen Third‑Party Product or its provider. Customer is solely responsible for ensuring that it has all necessary licenses and rights to use the Customer Chosen Third‑Party Product for the purposes contemplated herein.

2.5. Implementation Services. Customer acknowledges that any Implementation Services will be performed by Company in cooperation with Customer personnel. Customer will furnish to Company such (a) descriptions, specifications, materials, data and other information, (b) cooperation, technical assistance, resources and support, and (c) access to Customer’s equipment, systems and networks, as reasonably necessary or appropriate to perform the Implementation Services.

2.6. Free Services. Use of Free Services is subject to the terms and conditions of this Agreement. Free Services are provided without charge up to certain limits as described in the Documentation. Usage over these limits requires purchase of additional resources or services. Company, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof without prior notice, and Company will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FREE SERVICES ARE PROVIDED “AS‑IS” WITHOUT ANY WARRANTY AND COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE COMPANY’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00. CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. CUSTOMER DATA

3.1. Customer Ownership. Except for the limited rights expressly granted to Company hereunder, Customer retains all rights, title and interest in and to all Customer Data, including without limitation all related intellectual property rights inherent therein. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data.

3.2. Authorization. Customer grants Company a nonexclusive, worldwide, royalty‑free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Services; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer’s direction or request, including processing initiated by Users through their use of the Platform; and (d) as otherwise required by applicable law. For Enterprise Tier Services, Company shall not use any Customer Data to train any Company or third‑party artificial intelligence or machine learning model, except as otherwise set forth in an applicable Order Form. For Free Services and Pro Tier Services, except as otherwise agreed by Company, Customer expressly grants Company and its authorized sub‑processors permission to use Customer Data to train Company’s and its authorized sub‑processors’ artificial intelligence and machine learning models.

3.3. Aggregate and De‑Identified Data. Company may use Customer Data to create aggregated, de‑identified, and/or anonymized data sets in a manner that does not permit identification of Customer, its customers, or its Users (“Aggregated De‑Identified Data”). Company may use Aggregated De‑Identified Data for Company’s lawful business purposes, including to improve, develop, provide, and enhance the Platform and Services and for other development, diagnostic, and corrective purposes.

3.4. Security. Company shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data and to provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of, destruction, transfer, disclosure or alteration of Customer Data.

3.5. Processing. Customer shall not provide Company with any Customer Data that constitutes Restricted Data. Company shall have no responsibility or liability for any Restricted Data. When and as required by applicable law from time to time, Customer and Company may enter into additional data processing agreement(s), including those required under Article 28 of the GDPR, with respect to the processing of personally identifiable information contained within Customer Data.

4. RESTRICTIONS, RESPONSIBILITIES AND RIGHTS

4.1. Customer Restrictions. Customer shall not: (i) modify, copy, display, republish or create derivative works based on the Services or Expertmate Materials; (ii) act as a reseller or distributor of, or a service bureau for, the Platform or Services or otherwise make available the Platform or Services to or for the benefit of any third party; (iii) access or use the Platform or Services without the prior written consent of Company if Customer is or becomes a direct competitor to Company or its affiliates; (iv) share access, use, or information about the Platform or Services with a direct competitor of Company; (v) disassemble, decompile, reverse engineer, make error corrections to the Services or Platform, or otherwise attempt to derive the structure, sequence or organization of source code, except as permitted by applicable law to achieve interoperability; (vi) access the Services or Company Confidential Information in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services; (vii) use the Services to post or send infringing, obscene, threatening, libelous, or otherwise unlawful material; (viii) use the Services or Documentation in any manner that exceeds the scope of use permitted or that infringes any third‑party rights or violates any laws; (ix) upload or transmit viruses, worms, time bombs, Trojan horses or other harmful code; (x) run automated queries to websites using the Services; (xi) crawl, scrape, data mine, reproduce or circumvent the navigational structure of the Platform; (xii) interfere with or disrupt the integrity or performance of the Services; (xiii) attempt to gain unauthorized access to the Services or related systems or networks; (xiv) remove or alter any proprietary notices; (xv) conduct any benchmarking or comparative study on the Services without prior written consent; (xvi) incorporate or merge the Expertmate Materials into another software product, or use them to create, modify or enhance any software or competing service; (xvii) combine or use the Services with third‑party hardware, networks, code, data, or services that infringe any third‑party right; or (xviii) permit any third party to do any of the foregoing.

Customer further agrees to (a) permit access only by Users; (b) not access or use the Services from an embargoed nation; and (c) use the Services in compliance with all applicable laws (including data privacy, international communications, export laws and laws governing the monitoring or recording of conversations (“Recording Laws”)).

4.2. Customer Responsibilities. Customer shall provide complete and accurate account, billing and payment information and keep such information up to date. Customer is responsible for maintaining the security and confidentiality of all passwords associated with Customer’s account, for all activity of Users, and for Users’ compliance with this Agreement. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data (including compliance with all applicable Recording Laws); prevent unauthorized access to or use of the Services; comply with all applicable laws; and keep the Services, Software, Expertmate Materials, and Documentation confidential in accordance with Section 7.

4.3. Rights. Company reserves the right to suspend Customer’s access to the Services if (a) Company believes Customer’s use represents an imminent threat to Company’s users or network, (b) Customer breaches the Agreement or violates law, or (c) so directed by a court or competent authority. Company will suspend only to the extent reasonably necessary to prevent harm, will use best efforts to promptly contact Customer to resolve the issue, and will reinstate Services promptly after cure. Company may also remove or limit distribution of Customer Data that Company deems necessary if such Customer Data violates this Agreement or third‑party rights; take appropriate legal action for any illegal use; and terminate or suspend access for violations. Company may use and act upon feedback and suggestions provided by Customer relating to the Services.

4.4. Artificial Intelligence Features. Certain features (e.g., chatbot functionality) may leverage artificial intelligence technology (collectively, “AI Features”). Customer is solely responsible for its use of AI Features. Customer acknowledges that Customer Data may be transmitted to and processed by AI Features and that generated outputs (“Output”) may be inaccurate or inappropriate. All Output is provided “as is” and with “all faults,” without warranties. Output does not constitute professional advice. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of Output, including applying appropriate human review and verification.

5. FEES; PAYMENT TERMS

5.1. Fees. Customer shall pay Company the applicable Fees for its Service Plan(s) and any undisputed Fees, in accordance with this Section, as set forth in an Order Form or as otherwise set forth on the Pricing Page. If Customer does not pay the Fees within the agreed time, Company may suspend access and use of the Services until such Fees are paid. Disputed amounts must be raised within thirty (30) days after the invoice date to be eligible for adjustment or credit. All Fees are non‑refundable and non‑creditable, except as expressly set forth herein.

5.2. Taxes. All Fees and other amounts payable are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, excise and similar taxes, duties and charges imposed by any governmental authority on amounts payable hereunder, other than taxes imposed on Company’s income.

5.3. Payment. Unless otherwise provided in an Order Form, Customer shall pay all Fees within thirty (30) days after the date of invoice, in U.S. dollars, to the account specified by Company. If paying by credit card or supported digital payment method, Customer authorizes Company to charge such method for the Services. Customer must keep billing information current. Company may use a third‑party intermediary to manage credit card processing.

5.4. Late Payment. If Customer fails to make any payment when due, Company may charge interest on the past due amount at 1.5% per month (or the highest rate permitted by law). If such failure continues for five (5) days following written notice, Company may suspend performance of the Services until all past due amounts and interest have been paid.

6. WARRANTIES

6.1. Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

6.2. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FREE SERVICES AND PRO TIER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

6.3. Beta Services. Customer may choose to use Beta Services in its sole discretion. Beta Services may not be supported, may be changed or terminated at any time without notice, may not be as reliable or available as the Services, may not have undergone the same security requirements, and constitute Company’s Confidential Information. BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND COMPANY’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).

7. CONFIDENTIAL INFORMATION

7.1. Definition. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including the terms of this Agreement (including pricing and other terms), the Customer Data, the Expertmate Materials, the Platform, Services, Documentation, and each party’s respective business and marketing plans, technology and technical information, product designs, and business processes.

7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Either party may disclose Confidential Information to its personnel and agents who are subject to confidentiality obligations at least as restrictive as those of this Agreement. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

7.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.4. Remedies. If the Receiving Party breaches this Section, the Disclosing Party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts.

8. TERM AND TERMINATION

8.1. Automatic Renewal; Cancellation. The term of this Agreement commences on the Effective Date and continues until all Order Forms entered into hereunder have expired or been terminated. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew unless either party provides written notice of non‑renewal to the other at least thirty (30) days prior to renewal. Company reserves the right to increase fees for any renewal terms. Customer authorizes Company to charge Customer’s payment method on file or invoice Customer for each renewal until Customer cancels the subscription.

8.2. Termination for Material Breach. Either party may terminate this Agreement (i) if the other party materially breaches any terms and does not cure such breach within thirty (30) days of notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or similar insolvency proceeding. Notwithstanding the foregoing, this Agreement and any Order Form may be immediately terminated by Company if Customer has breached any obligation set forth in Section 4 and, in Company’s determination, that breach cannot be adequately cured. If Customer terminates due to Company’s uncured material breach, Company will refund on a pro‑rated basis any pre‑paid Fees for Services not received.

8.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. The following provisions survive termination: Sections 1, 2.2, 2.6, 3.1–3.3, 4, 5, 6.3, 6.2, 7, 8.3, 9, 10, and 11. Company reserves the right to permanently delete any Customer Data following termination of the Agreement, subject to backup retention used solely for disaster recovery and data protection purposes.

9. INDEMNITY

9.1. Company Indemnity. Company will indemnify and hold Customer harmless from and against any third‑party claim alleging that Customer’s authorized use of the Services infringes or misappropriates a third party’s valid U.S. patent, copyright, trademark or trade secret. Company shall defend such claim and pay damages finally awarded against Customer in connection therewith, including reasonable attorneys’ fees. If the Services, or parts thereof, become, or in Company’s opinion may become, the subject of an infringement claim, Company may, at its option: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services to make them non‑infringing; or (c) terminate this Agreement and refund on a pro‑rated basis any pre‑paid Fees for Services not received. This Section states Company’s entire liability and Customer’s sole remedy with respect to infringement by the Services or Expertmate Materials.

9.2. Exceptions. Company will have no liability under Section 9.1 with respect to any claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by Customer; (ii) modification of the Services by anyone other than Company; (iii) combination, operation, or use of the Services with other hardware or software not provided by Company; (iv) continued use of the allegedly infringing Service after being provided a non‑infringing alternative or after termination under Section 9.1; (v) Customer Data; (vi) Customer Chosen Third‑Party Products; or (vii) Customer’s breach of this Agreement. Notwithstanding anything to the contrary, Company shall have no obligation under this Section 9 with respect to Free Services or Pro Tier Services.

9.3. Customer Indemnity. Customer will indemnify and hold Company harmless from and against any third‑party claim arising from or related to (i) Customer’s breach of Section 4.1, or (ii) any Customer Data or Customer’s use of any Output.

9.4. Process. The indemnification obligations are subject to the indemnified party: (i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim; (ii) giving the indemnifying party exclusive control over the defense and/or settlement (provided any settlement unconditionally releases the indemnified party); and (iii) providing reasonable assistance requested by the indemnifying party, at its expense.

10. LIMITATION OF LIABILITY

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER ANY THEORY FOR ANY LOST PROFITS, DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID (OR PAYABLE) BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

11. GENERAL PROVISIONS

11.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

11.2. Notices. Company may give general notices related to the Services by email or through the Platform. All other notices required hereunder will be in writing and effective upon personal delivery or the second business day after mailing. If to Company, notices shall be sent to info@smartsnt.com or to such other address as Company may specify in writing; if to Customer, to Customer’s address on record in Company’s account information.

11.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right hereunder shall constitute a waiver of that right. Remedies herein are in addition to any other remedies at law or in equity.

11.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.

11.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including any Order Forms), without consent, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any unauthorized assignment is void. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their permitted assigns.

11.6. Subcontractors. Company may use third‑party subcontractors who are subject to contractual obligations no less protective than those of this Agreement, and remains responsible for their acts and omissions.

11.7. Publicity. Company may include Customer’s name and logo on its website or in other marketing materials solely to reference Customer as a customer, subject to any trademark usage instructions provided by Customer. All other publicity requires prior written consent.

11.8. Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules.

11.9. Arbitration Agreement. The parties shall use best efforts to settle any dispute arising out of or relating to this Agreement through good‑faith negotiations, which shall be a precondition to initiating arbitration. If unresolved, disputes shall be finally settled by binding arbitration in the State of Delaware. The arbitration will proceed in English, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect, by one commercial arbitrator with substantial experience in intellectual property and commercial contract disputes. Judgment upon the award may be entered in any court of competent jurisdiction. The Rules will govern payment of arbitration fees. For users of Free Services, Company may, in its sole discretion, pay all arbitration fees for claims less than $75,000. You may opt out of this arbitration agreement by sending written notice to info@smartsnt.com within thirty (30) days of first accepting this Agreement, including your name, address, account email and/or telephone number, and a clear statement that you opt out of arbitration. THE PARTIES WAIVE ANY RIGHTS TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS.

11.10. Force Majeure. Except for payment obligations, neither party shall be liable for delay or non‑performance if caused by a Force Majeure Event. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the effects.

11.11. No Third‑Party Beneficiaries. Nothing herein, whether express or implied, will confer upon any person or entity other than the parties, their successors and permitted assigns, any legal or equitable right to enforce any provision of this Agreement.

11.12. Export Control. The Services, Company technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied‑party list. Customer shall not permit Users to access or use the Services in violation of any U.S. export law or regulation.

11.13. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations and discussions, whether written or oral, with respect to its subject matter. Company may modify the terms and conditions of this Agreement effective upon the commencement of any renewal subscription term. Continued use of the Services after changes constitutes consent to such changes. Notwithstanding any language to the contrary, no terms set forth on any Customer purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms shall be null and void.

Contact: info@smartsnt.com | https://www.expertmate.ai