Terms of Service - Smartway AI Inc. (US)
Effective Date: March 24, 2025
Last Updated: February 24, 2026
These Terms of Service ("Terms") govern your access to and use of the services provided by SMARTWAY INC., a Delaware corporation doing business in California as SMARTWAY AI INC. ("Smartway," "we," "us," or "our"). By accessing or using our services, you agree to be bound by these Terms.
1. Definitions
- "Services" means Smartway's SaaS products, including Smartdetection and Smartdecision (collectively, the "FWMS Suite"), and any related software, applications, APIs, documentation, and support services.
- "Customer" or "you" means the entity or individual accessing or using the Services.
- "Agreement" means these Terms together with any executed Order Form, Statement of Work, or other written agreement between Smartway and Customer.
- "Customer Data" means any data, content, or information submitted, uploaded, or transmitted by Customer or its authorized users to the Services.
- "Authorized Users" means Customer's employees, contractors, or agents authorized by Customer to access and use the Services.
2. Acceptance of Terms
By creating an account, accessing the Services, or executing an Order Form referencing these Terms, you represent and warrant that:
- You have the legal authority to enter into this Agreement on behalf of Customer;
- You are at least 18 years old;
- You will comply with all applicable laws and regulations in connection with your use of the Services.
If you do not agree to these Terms, you may not access or use the Services.
3. License Grant and Scope
3.1 License. Subject to Customer's compliance with this Agreement and payment of applicable fees, Smartway grants Customer a non-exclusive, non-transferable, revocable license to access and use the Services solely for Customer's internal business purposes during the Term.
3.2 Restrictions. Customer shall not, and shall not permit any third party to:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
- Modify, adapt, translate, or create derivative works based on the Services;
- Rent, lease, sell, sublicense, distribute, or transfer the Services to any third party;
- Use the Services to develop a competing product or service;
- Remove, obscure, or alter any proprietary notices on the Services;
- Use the Services in any manner that violates applicable laws or regulations;
- Transmit any viruses, malware, or harmful code through the Services;
- Attempt to gain unauthorized access to the Services or related systems.
3.3 Authorized Users. Customer is responsible for all activities conducted under its account and by its Authorized Users. Customer shall ensure that Authorized Users comply with this Agreement.
4. Account Registration and Security
4.1 Account Information. Customer must provide accurate, current, and complete information during registration and maintain the accuracy of such information.
4.2 Security. Customer is responsible for maintaining the confidentiality of account credentials and for all activities under its account. Customer must notify Smartway immediately of any unauthorized use or security breach.
4.3 Account Suspension. Smartway reserves the right to suspend or terminate Customer's account if Smartway reasonably believes that Customer has violated these Terms or applicable law.
5. Fees and Payment
5.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form or Statement of Work. Unless otherwise stated, fees are non-refundable.
5.2 Payment Terms. Payment terms shall be as specified in the Order Form. Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
5.3 Taxes. Fees are exclusive of all taxes, duties, and similar charges. Customer is responsible for all taxes except those based on Smartway's net income.
6. Service Level Agreement (SLA)
Service Level Agreements, including uptime guarantees, support response times, and performance metrics, are available upon request and will be provided during the sales process. SLAs, if applicable, will be set forth in a separate written agreement or Order Form.
7. Data Ownership and Usage
7.1 Customer Data Ownership. Customer retains all right, title, and interest in and to Customer Data. Customer grants Smartway a non-exclusive, worldwide, royalty-free license to use, process, and store Customer Data solely to provide the Services and as otherwise permitted by this Agreement.
7.2 Data Processing. Smartway will process Customer Data in accordance with applicable data protection laws and the Data Processing Agreement (DPA) available on smartway.ai. If Customer's use of the Services involves processing of personal data, the DPA is incorporated into this Agreement.
7.3 Anonymized Data. Smartway may collect and use anonymized, aggregated data derived from Customer's use of the Services for analytics, benchmarking, product improvement, and other business purposes, provided such data does not identify Customer or any individual.
7.4 Feedback. If Customer provides Smartway with feedback, suggestions, or recommendations regarding the Services ("Feedback"), Smartway may use such Feedback without restriction or obligation to Customer.
8. Intellectual Property
8.1 Smartway IP. Smartway retains all right, title, and interest in and to the Services, including all software, algorithms, technology, documentation, trademarks, and intellectual property embodied therein. No rights are granted to Customer except as expressly set forth in this Agreement.
8.2 Improvements. Any modifications, enhancements, or customizations to the Services developed by Smartway, whether or not based on Customer's request, shall be owned exclusively by Smartway, and Customer receives a license to use such improvements as part of the Services.
9. Warranties and Disclaimers
9.1 Mutual Warranties. Each party represents and warrants that:
- It has the legal right and authority to enter into this Agreement;
- Its performance will comply with applicable laws and regulations.
9.2 Smartway Warranties. Smartway warrants that the Services will perform materially in accordance with the applicable documentation. If the Services fail to conform to this warranty, Smartway's sole obligation, and Customer's exclusive remedy, shall be for Smartway to use commercially reasonable efforts to correct the non-conformity or, if Smartway cannot do so, to terminate the Agreement and refund prepaid fees for the unused portion of the Term.
9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. SMARTWAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. SMARTWAY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap. EXCEPT FOR (A) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) CUSTOMER'S PAYMENT OBLIGATIONS, OR (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SMARTWAY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.3 Basis of Bargain. The limitations of liability set forth in this Section 10 are fundamental elements of the basis of the bargain between the parties. The Services would not be provided without such limitations.
11. Indemnification
11.1 By Smartway. Smartway shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services infringe or misappropriate such third party's intellectual property rights, provided that Customer: (a) promptly notifies Smartway in writing of the claim; (b) grants Smartway sole control of the defense and settlement; and (c) provides reasonable cooperation. This indemnity does not apply to claims arising from Customer's modification of the Services, combination with non-Smartway products, or use outside the scope of this Agreement.
11.2 By Customer. Customer shall defend, indemnify, and hold harmless Smartway from and against any third-party claims arising from: (a) Customer Data or Customer's use of the Services in violation of this Agreement or applicable law; (b) Customer's negligence or willful misconduct; or (c) Customer's breach of Section 3.2 (Restrictions).
11.3 Exclusive Remedy. This Section 11 states each party's sole and exclusive remedy and liability for third-party infringement claims.
12. Confidentiality
12.1 Confidential Information. Each party ("Receiving Party") agrees to maintain in confidence all non-public information disclosed by the other party ("Disclosing Party") that is marked as confidential or would reasonably be considered confidential ("Confidential Information").
12.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Receiving Party; (b) was known to Receiving Party prior to disclosure; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without breach of confidentiality obligations.
12.3 Use and Disclosure. Receiving Party shall: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (b) disclose Confidential Information only to employees, contractors, or advisors with a need to know, who are bound by confidentiality obligations at least as protective as these Terms.
12.4 Required Disclosure. If Receiving Party is required by law to disclose Confidential Information, it shall provide prompt notice to Disclosing Party (if legally permitted) and cooperate in seeking protective measures.
13. Term and Termination
13.1 Term. This Agreement begins on the Effective Date and continues until terminated as set forth below.
13.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon ninety (90) days' prior written notice to the other party.
13.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice; or (b) becomes insolvent, files for bankruptcy, or ceases business operations.
13.4 Effect of Termination.
- Upon termination, Customer's license to use the Services immediately terminates.
- Customer must cease all use of the Services and, upon request, return or destroy all Smartway Confidential Information.
- Smartway will make Customer Data available for download for thirty (30) days after termination, after which Smartway may delete Customer Data unless prohibited by law.
- Sections 7.1 (Customer Data Ownership), 8 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), 14 (Dispute Resolution), and 15 (General Provisions) shall survive termination.
13.5 Refunds. Upon termination, Customer is not entitled to any refund of prepaid fees except as required by law or as expressly provided in Section 9.2.
14. Dispute Resolution
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Jurisdiction. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. Each party irrevocably consents to the jurisdiction and venue of such courts.
14.3 Informal Dispute Resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days.
14.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of its intellectual property or Confidential Information.
15. General Provisions
15.1 Assignment. Customer may not assign or transfer this Agreement without Smartway's prior written consent. Smartway may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
15.2 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.
15.3 Notices. All notices must be in writing and sent to the addresses set forth in the Order Form or as otherwise specified by either party. Notices shall be deemed given when delivered by email (with confirmation of receipt), courier, or certified mail.
15.4 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
15.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought. No waiver shall constitute a continuing waiver or waiver of any other provision.
15.6 Entire Agreement. This Agreement, together with any Order Forms, Statements of Work, and the DPA, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
15.7 Amendments. Smartway may update these Terms from time to time by posting revised Terms on smartway.ai and notifying Customer via email or in-product notification. Continued use of the Services after such notice constitutes acceptance of the revised Terms. Material changes will be effective thirty (30) days after notice.
15.8 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
15.9 Export Compliance. Customer shall comply with all applicable export and import laws and regulations, including U.S. Export Administration Regulations. Customer shall not export, re-export, or transfer the Services to prohibited countries or persons.
15.10 U.S. Government Rights. If Customer is a U.S. Government entity, the Services are "Commercial Items" as defined at 48 C.F.R. §2.101, and are provided with only those rights as are granted to all other customers pursuant to this Agreement.
16. Contact Information
For questions about these Terms, please contact:
SMARTWAY INC.
d/b/a SMARTWAY AI INC.
Email: contact@smartway.ai
Address: 8 THE GREEN, STE B, DOVER 19901, KENT, DE
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.