Provider: The Smart Fellows ("TSF," "we," "us," "our") Product: SmartPIM (the "Service") Effective date: 2026-08-24 · Last updated: 2026-08-24
By signing an Order, clicking to accept, or using the Service, Customer agrees to these Terms. If an individual accepts on behalf of an organization, that individual represents they have authority to bind it. In case of conflict, the order of precedence is: (1) a signed master agreement between the parties covering the Service; (2) an Order; (3) the DPA; (4) these Terms; (5) the Privacy Policy; (6) the Documentation.
3.1 TSF will make the Service available per these Terms and the applicable Order. The Service is a multi-tenant product-information and digital-asset management platform enabling Customer to manage product data, images, and per-channel content, validate completeness, and publish to Connected Channels. 3.2 Changes. TSF may modify or improve the Service and will not materially reduce the core functionality of a paid tier during a paid term. Material deprecations will be communicated to Customer administrators with reasonable advance notice. 3.3 Beta features, if any, are provided "as is," may be changed or withdrawn at any time, and are excluded from the warranties in Section 15 and the availability provisions in Section 14. 3.4 Usage limits. Use is subject to the SKU, asset-storage, seat, and API limits stated in the Order or Documentation. TSF may meter usage and, on notice, charge overages at then-current rates or reasonably throttle usage that materially exceeds the plan. TSF may verify usage no more than once per year on reasonable notice.
4.1 Each Customer is provisioned as an isolated tenant; access is enforced at the database layer (row-level security) and scoped to Customer's Authorized Users and their assigned roles (owner / admin / editor / viewer). 4.2 Customer is responsible for: its Authorized Users' compliance with these Terms; the confidentiality of account credentials; assigning roles appropriately; and promptly deactivating users who should no longer have access. 4.3 Customer will not, and will not permit anyone to, attempt to access another tenant's data or circumvent the Service's access controls, and will notify TSF promptly of any suspected unauthorized access.
5.1 Ownership. As between the parties, Customer owns all Customer Data. TSF owns and retains all rights in the Service, its software, and Documentation, including all improvements. 5.2 License to TSF. Customer grants TSF a non-exclusive, worldwide license to host, store, process, transmit, display, and back up Customer Data solely to provide, secure, and support the Service and as otherwise instructed by Customer through the Service. 5.3 Channel transmission. When Customer connects a Connected Channel, Customer instructs and authorizes TSF to transmit the relevant Customer Data to that channel to publish and sync listings. 5.4 Aggregated / de-identified data. TSF may use data that has been aggregated and de-identified so that it does not identify Customer or any individual (and cannot reasonably be re-identified) to operate, secure, analyze, and improve the Service. For clarity, this does not permit use of Customer Data to train generative AI models (Section 8). 5.5 Feedback. If Customer gives TSF suggestions or feedback, TSF may use it without restriction. 5.6 No sale; no model training. TSF does not sell Customer Data and does not use Customer Data to train generative AI models. AI features operate as described in Section 8.
6.1 DPA. TSF's processing of personal data on Customer's behalf is governed by the DPA, which is incorporated by reference. 6.2 Security program. TSF maintains a written information-security program with administrative, technical, and physical safeguards appropriate to the Service, including: encryption of Customer Data in transit and at rest; tenant isolation via row-level security; least-privilege access controls and secret management; and security obligations flowed down to Subprocessors. 6.3 Security Incident notification. TSF will notify Customer without undue delay and no later than 72 hours after becoming aware of a Security Incident affecting Customer Data, and will provide the information reasonably available and cooperate in Customer's response. 6.4 Subprocessors. TSF uses Subprocessors to provide the Service, by category: cloud hosting and database infrastructure, content-delivery networks, the Connected Channels' APIs that Customer connects, and an AI provider. The specific named list is set out in the DPA and provided to Customer on request (the public Privacy Policy describes these by category). TSF remains responsible for Subprocessors, binds them to obligations no less protective than these Terms and the DPA, and will give Customer notice of a new Subprocessor with a reasonable opportunity to object on data-protection grounds.
7.1 Connecting a Connected Channel requires Customer-provided or Customer-authorized credentials. Customer authorizes TSF to use those credentials solely to publish and synchronize Customer's product data as directed within the Service. 7.2 Connected Channels are operated by third parties under their own terms; Customer is responsible for its own compliance with each channel's policies. TSF is not responsible for a Connected Channel's availability, its acceptance or rejection of listings, its data accuracy, or its policy changes, and does not guarantee any channel outcome.
8.1 Certain features generate draft product copy from Customer's product attributes using a third-party AI Subprocessor. When Customer uses these features, the relevant product attributes are sent to the Subprocessor to generate output for Customer. 8.2 AI output is a draft; Customer is responsible for reviewing it before use and for its accuracy and compliance with Connected Channel and legal requirements. 8.3 Inputs and outputs are used only to provide the feature and are not used to train the Subprocessor's models, consistent with the Subprocessor's API terms.
9.1 Customer will not, and will not permit anyone to: (a) use the Service unlawfully or in violation of a Connected Channel's policies; (b) upload malicious code; (c) attempt to breach or test the Service's security or another tenant's isolation; (d) reverse engineer or copy the Service except as permitted by law; (e) resell, sublicense, or provide the Service to third parties except Authorized Users; or (f) use the Service to store or transmit infringing, defamatory, or unlawful material. 9.2 Prohibited data / high-risk use. The Service is not designed for and Customer will not submit protected health information, full payment-card data (beyond tokens), government IDs, children's data, or other sensitive/special-category personal data, and will not use the Service for any high-risk activity where failure could lead to death, personal injury, or environmental damage. 9.3 Suspension. TSF may suspend access to address a material, ongoing security or legal risk or a Section 9 violation, with notice as soon as reasonably practicable and, absent a genuine emergency, a reasonable opportunity to cure.
Each party will comply with applicable laws in performing under these Terms, including U.S. export control and economic-sanctions laws (EAR/OFAC) — Customer represents it is not on a restricted-party list and will not use the Service in an embargoed region — and applicable anti-corruption laws (including the U.S. FCPA).
11.1 Fees are stated in the Order; plans are annual, billed by invoice unless the Order says otherwise. 11.2 Payment is due net 30 days from the invoice date. Undisputed late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law. 11.3 Fees are non-refundable except as required by law or expressly stated in these Terms or an Order. 11.4 Fees are exclusive of taxes; Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on TSF's net income. 11.5 Customer will notify TSF of a good-faith fee dispute before the due date and pay all undisputed amounts on time.
12.1 Term. These Terms apply for the subscription term stated on the Order. 12.2 Renewal. The subscription auto-renews for successive one-year terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. TSF will give at least 60 days' notice before any renewal price increase (so Customer can elect not to renew before an increase takes effect). 12.3 Termination for cause. Either party may terminate for the other's material breach not cured within 30 days after written notice. 12.4 Suspension for non-payment. TSF may suspend the Service for undisputed fees more than 15 days overdue, after notice. 12.5 Effect of termination. On expiration or termination: Customer's right to use the Service ends; for 30 days afterward Customer may export Customer Data in a machine-readable format (CSV or JSON); TSF will then delete or de-identify Customer Data within 60 days, and will certify deletion on request, except for backups cycled in the ordinary course and data TSF must retain by law or legal hold. Fees accrued before termination remain payable.
Each party ("Recipient") will protect the other's non-public information disclosed in connection with the Service ("Confidential Information") using at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and are bound by similar obligations. Confidential Information excludes information that is public through no fault of Recipient, independently developed, or rightfully received from a third party. Recipient may disclose Confidential Information if legally compelled, with prompt notice where lawful. Customer Data is Customer's Confidential Information.
14.1 TSF provides email support during business hours; response targets and any premium support are as stated in the Order or Documentation. 14.2 Availability. The Service is provided on a commercially-reasonable-efforts basis. TSF does not currently commit to a specific uptime percentage. Scheduled maintenance (with advance notice where practicable) and emergency maintenance are excluded from any availability measure.
15.1 Each party warrants it has authority to enter into these Terms. 15.2 TSF warrants the Service will perform materially in accordance with the Documentation; Customer's exclusive remedy for breach is TSF's reasonable efforts to correct the non-conformity, and if TSF cannot within a reasonable time, termination and a pro-rata refund of prepaid, unused fees. 15.3 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS," AND TSF DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. TSF does not warrant that a Connected Channel will accept any listing or that the Service will be uninterrupted or error-free.
TSF responds to notices of alleged infringement and, consistent with the DMCA, may remove content, terminate repeat infringers, and remove or disable Customer Data that triggers a Connected Channel or third-party infringement complaint. Send notices to TSF's designated agent at legal@thesmartfellows.us with the information the DMCA requires.
17.1 By TSF. TSF will defend Customer against third-party claims alleging the Service, as provided by TSF and used as permitted, infringes that third party's U.S. intellectual-property rights, and will pay resulting damages finally awarded or settlements TSF approves. TSF may procure the right to continue, modify the Service to be non-infringing, or, if neither is commercially reasonable, terminate and refund prepaid unused fees. This is not reduced to a refund-only remedy. 17.2 By Customer. Customer will defend TSF against third-party claims arising from Customer Data or Customer's use of the Service in violation of these Terms or law, and will pay resulting damages finally awarded or approved settlements. 17.3 Process (mutual). The indemnified party will give prompt written notice, reasonable cooperation (at the indemnifier's expense), and sole control of the defense to the indemnifier, which will not settle in a way that imposes obligations or admissions on the indemnified party without consent.
18.1 EXCLUSION. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. 18.2 CAP. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY CUSTOMER TO TSF IN THE 12 MONTHS BEFORE THE EVENT OR $25,000. 18.3 Excluded claims (uncapped or super-capped). The cap and exclusion do not apply to: Customer's payment obligations; the parties' indemnification obligations; breach of confidentiality; a Security Incident caused by a party's failure to meet Section 6; or a party's gross negligence, willful misconduct, or liability that cannot be limited by law (e.g., personal injury). These carve-outs are mutual.
Neither party will use the other's name or marks without prior written consent, except TSF may identify Customer in customer lists after Customer's approval; any logo use, quote, or case study is subject to Customer's prior written approval (e.g., under a design-partner arrangement).
Neither party is liable for delay or failure (other than payment obligations) due to events beyond its reasonable control, including acts of God, outages of Subprocessors or Connected Channels, network failures, or governmental actions.
Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Any other attempted assignment is void.
Notices must be in writing and are effective when sent to TSF at legal@thesmartfellows.us and to Customer's administrator and billing contacts on the Order; operational notices may be given in-product or by email.
TSF may update these Terms. For material changes, TSF will notify Customer administrators at least 30 days before they take effect at the next renewal or the stated date, and changes will not apply retroactively or increase fees / reduce core terms mid-term. Continued use after the effective date constitutes acceptance; if Customer objects to a material change, its sole remedy is not to renew. A negotiated Order or master agreement prevails over these Terms per Section 2.
These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Ohio. The prevailing party is entitled to recover reasonable attorneys' fees and costs to the extent permitted by law.
25.1 Entire agreement. These Terms, any Order, the DPA, and the Privacy Policy are the entire agreement and supersede prior discussions. 25.2 Severability. If a provision is unenforceable, the rest remains and the provision is modified to the minimum extent necessary. 25.3 Waiver. A failure to enforce is not a waiver. 25.4 Independent contractors. The parties are independent contractors; no partnership, agency, or joint venture is created. 25.5 No third-party beneficiaries. These Terms create no rights in any third party. 25.6 Affiliates. Customer's affiliates may use the Service under Customer's account if Customer remains responsible for their use and compliance. 25.7 Survival. Provisions that by their nature should survive termination survive, including Sections 1 (Definitions), 5, 6.3, 11, 12.5, 13, 15, 17, 18, 19, 24, and 25. 25.8 Counterparts / e-signature. An Order may be signed electronically and in counterparts.
The Smart Fellows, Ohio, USA (full mailing address available on request) · legal@thesmartfellows.us
Version 2 · effective August 24, 2026.