1. About these Terms
These Terms of Service ("Terms") are an agreement between you and SmartHow LLC, a Delaware limited liability company ("SmartHow", "we", "us"). They govern your use of smarthow.com, app.smarthow.com and every product, agent, API and service we provide (together, the "Services").
If you use the Services on behalf of a company or other organization, you confirm that you have authority to accept these Terms for it, and "you" and "Customer" mean that organization.
These Terms are SmartHow's standard terms. They apply to our websites, to trials and pilots, and to any customer without a signed contract. Most customers sign an order form, master subscription agreement or similar contract with SmartHow (a "Customer Agreement") with terms agreed for them. Anything a Customer Agreement sets, including fees, payment terms, service levels, data retention, liability, confidentiality, governing law and notices, prevails over the corresponding part of these Terms. Where the Customer Agreement is silent, these Terms apply.
If you do not agree to these Terms, do not use the Services.
2. Definitions
- Customer: the organization that subscribes to the Services, directly or through a Customer Agreement.
- User: an individual who accesses the Services, including Customer's employees and contractors.
- Customer Data: data, documents, procedures, records, recordings, messages and other material that Customer or its Users submit to the Services, and the records the Services create from them.
- Output: reports, drafts, redlines, briefings, training material, analyses and other content the Services generate for Customer.
- AI Features: the parts of the Services that use machine learning or large language models, including agents that draft, analyze, summarize, translate or route work.
- Usage Data: technical and operational data about how the Services are used, such as performance metrics and feature usage, that does not identify Customer, a User or Customer Data.
- De-identified Data: data derived from Customer Data or Output that has been processed so that it cannot reasonably be linked to Customer, a User or any individual, and that SmartHow does not attempt to re-identify.
3. The Services
SmartHow provides an autonomous management system for industrial operations. The Services read Customer's procedures, records, shift handovers and systems, and use AI Features to draft investigations, procedure revisions, briefings, training, corrective-action follow-up, audit preparation and lessons shared across sites.
Human approval. The Services are designed so that Output remains a draft until a person designated by Customer approves it. Customer decides which tasks may run without approval and at which level of autonomy. Customer is responsible for those configuration choices.
Not a certification body. SmartHow does not certify Customer against any standard, regulation or framework (such as ISO 9001, ISO 45001, IATF 16949 or GMP). Certification is granted only by accredited bodies. SmartHow does not reproduce or distribute the text of third-party standards; Customer is responsible for holding its own licensed copies.
We may improve, change or discontinue features. We will not materially reduce the core functionality of paid Services during a subscription term, except as the Customer Agreement allows.
4. Accounts and eligibility
The Services are for businesses and professionals. You must be at least 18 years old and able to form a binding contract.
Customer is responsible for its Users' accounts, including provisioning, single sign-on configuration, roles, and removing access when a User leaves. You must keep credentials confidential and notify us promptly at security@smarthow.com of any unauthorized use.
5. Acceptable use
You will not, and will not allow anyone to:
- use the Services in violation of law, or to infringe or misappropriate anyone's rights;
- attempt to bypass authentication, access controls, rate limits or security measures;
- reverse engineer, decompile or disassemble the Services, except to the extent the law allows despite this restriction;
- introduce malware, or interfere with the integrity or performance of the Services;
- scrape, crawl or extract data from the Services by automated means we have not authorized;
- use the Services or Output to build a competing product, or to train a model that competes with the Services;
- resell, sublicense or provide the Services to third parties, except as the Customer Agreement allows;
- submit data that Customer has no right to process, or special categories of data beyond what the Customer Agreement allows;
- rely on the Services as the sole safeguard for a safety-critical decision (see section 7).
We may suspend access that we reasonably believe breaches this section, with notice where practicable.
6. Customer Data
Ownership. As between the parties, Customer owns Customer Data and Output. SmartHow claims no ownership of either.
Our license. Customer grants SmartHow a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit and display Customer Data, and to use it to generate Output, only as needed to provide, secure and support the Services for Customer and as the Customer Agreement allows.
No model training. SmartHow does not use Customer Data or Output to train or fine-tune AI models. Customer Data may be sent to AI model providers solely to generate Output for Customer, under terms that prohibit those providers from using it to train their models.
De-identified Data. SmartHow may create and retain De-identified Data and use it only to improve the retrieval, indexing and memory architecture of the Services. SmartHow will keep De-identified Data under technical and organizational measures that prevent re-identification, will not disclose it to third parties in a form that identifies Customer, and will contractually require any recipient not to re-identify it. The current list of subprocessors, including model providers, is in our Trust Center: trust.inc/smarthow.
Usage Data. SmartHow may collect and use Usage Data to operate, secure and improve the Services, and may publish aggregated statistics that do not identify Customer, a User or Customer Data.
Personal information. When Customer Data includes personal information, SmartHow processes it as Customer's service provider (and, where applicable, processor): only on Customer's instructions, only to provide the Services, and not for any other commercial purpose. SmartHow will not sell or share that personal information, will require its subprocessors to protect it, and will help Customer respond to privacy requests and meet its legal obligations. The Customer Agreement may add terms for specific laws.
Customer's responsibilities. Customer is responsible for the accuracy and legality of Customer Data, and for having all notices, consents and rights needed to submit it, including notice to workers when voice capture is enabled.
Export and deletion. During the subscription, Customer can export Customer Data. After the subscription ends, SmartHow will make Customer Data available for export for 30 days and then delete it within 90 days, except for copies we must keep by law or that remain in backups until they are overwritten in the ordinary course.
7. AI Features and Output
AI Features generate Output using probabilistic models. You acknowledge that:
- Output may be inaccurate, incomplete or out of date, even when it cites a source;
- Output is decision support, not professional, legal, engineering, medical or safety advice;
- Customer must have qualified people review Output before it is used, filed or relied on, and remains responsible for every decision it takes, including decisions about safety, quality, environmental and regulatory compliance;
- the Services show the sources behind Output where available, and Customer should review them;
- similar prompts may produce similar Output for other customers; Output for Customer is not confidential to the extent it is generic.
Nothing in the Services replaces Customer's own management system, emergency procedures or legal obligations.
8. Third-party services
The Services can connect to third-party products that Customer chooses, such as document repositories, EHS and quality systems, maintenance systems, identity providers and messaging tools. Customer's use of those products is governed by their own terms. SmartHow is not responsible for third-party products, and Customer authorizes SmartHow to exchange data with them as Customer configures.
9. Fees and taxes
Fees, billing and payment terms and subscription periods are set in each Customer Agreement or order form. Unless stated otherwise, fees are in U.S. dollars and exclude taxes. Customer pays all sales, use, value-added and similar taxes, other than taxes on SmartHow's income. We may suspend the Services for undisputed amounts more than 30 days overdue, after written notice.
10. Trials, pilots and previews
Free trials, pilots, demonstrations and preview features are provided for evaluation, may be limited or changed, may be ended at any time, and are provided "as is" without warranties or service levels. SmartHow's total liability for them is limited to USD 100.
11. Confidentiality
Each party will protect the other's non-public information that is marked or reasonably understood as confidential, using at least reasonable care, and will use it only to perform under these Terms. This does not apply to information that is or becomes public without breach, was already known without restriction, is independently developed, or is received lawfully from a third party. A party may disclose confidential information when legally required, after giving notice where lawful. These obligations last for 3 years after the relationship ends, and indefinitely for trade secrets and Customer Data.
12. Intellectual property and feedback
SmartHow and its licensors own the Services, including software, models, prompts, workflows, ontologies, requirement libraries, documentation, designs and trademarks. Except for the rights expressly granted, no rights are transferred.
If you send us suggestions or feedback, we may use them without restriction or compensation.
13. Security
SmartHow maintains safeguards designed to protect Customer Data. Our security policies, controls, compliance status and subprocessors are published and kept current in our Trust Center: trust.inc/smarthow. We will notify Customer without undue delay after becoming aware of a security incident that affects Customer Data, and as required by law and the Customer Agreement.
14. Warranties and disclaimers
SmartHow warrants to paying Customers that the Services will perform materially as described in the documentation during the subscription term. If they do not, Customer's remedy is for SmartHow to correct the non-conformity or, if we cannot within a reasonable time, to terminate the affected Services and refund prepaid fees for the remaining term.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, SMARTHOW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR MEET ANY REGULATORY REQUIREMENT.
15. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
- NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY;
- EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SMARTHOW IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to Customer's payment obligations, a party's indemnification obligations, breach of section 5 (Acceptable use), or liability that cannot be limited by law, such as for fraud, gross negligence or willful misconduct.
16. Indemnification
By SmartHow. SmartHow will defend Customer against third-party claims alleging that the Services, as provided by SmartHow, infringe a U.S. patent, copyright or trademark or misappropriate a trade secret, and will pay the resulting damages and costs finally awarded or agreed in settlement. If the Services are or may become subject to such a claim, we may modify them, obtain a license, or terminate the affected Services and refund prepaid fees for the remaining term. This obligation does not cover claims arising from Customer Data, Output modified by Customer, combinations with non-SmartHow products, or use in breach of these Terms.
By Customer. Customer will defend SmartHow against third-party claims arising from Customer Data, from Customer's use of the Services in breach of section 5, or from decisions Customer takes based on Output, and will pay the resulting damages and costs finally awarded or agreed in settlement.
Process. The indemnified party must notify the other promptly, give it control of the defense and settlement (no settlement may impose liability on the indemnified party without its consent), and provide reasonable cooperation.
17. Term, suspension and termination
These Terms apply while you use the Services. Subscriptions run for the term in the Customer Agreement. Either party may terminate for the other's material breach that remains uncured 30 days after written notice. We may suspend the Services immediately if needed to prevent harm to the Services, other customers or third parties, or to comply with law, and will restore access once the issue is resolved.
On termination, Customer's right to use the Services ends, section 6 (Export and deletion) applies, and sections that by their nature should survive (including 6, 7, 11, 12, 14, 15, 16, 18 and 20) survive.
18. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in the State of Delaware have exclusive jurisdiction, and each party consents to them. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.
Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
19. Export controls and sanctions
You will comply with U.S. export control and sanctions laws. You will not use or allow access to the Services in, or by a person located in, a country or region subject to comprehensive U.S. sanctions, or by anyone on a U.S. restricted-party list.
20. General
- Changes to these Terms. We may update these Terms. We will post the new version with its effective date and, for material changes, give Customers at least 30 days' notice by email or in the Services. Changes do not apply retroactively and do not change a signed Customer Agreement during its term.
- Notices. Notices to SmartHow go to legal@smarthow.com and 7901 4th St N #34697, St. Petersburg, FL 33702, USA. Notices to Customer go to the account administrator's email.
- Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or a successor in a merger, acquisition or sale of substantially all relevant assets, with notice.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
- Relationship. The parties are independent contractors.
- Government users. The Services are commercial computer software and documentation, provided to U.S. government users with only the rights in these Terms.
- Entire agreement. These Terms, the Privacy Policy and any Customer Agreement are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
- Language. These Terms are written in English. Translations are provided for convenience; if a translation differs, the English version controls.
- Affiliates. SmartHow LLC may perform the Services with its affiliate SH Tecnologia e Treinamentos Ltda (Brazil) and remains responsible for their performance.
21. Contact
SmartHow LLC 7901 4th St N #34697, St. Petersburg, FL 33702, USA legal@smarthow.com