This Software Service Agreement (“Agreement”) is between you, either an individual or an entity (“you” or “Customer”), and Smargasy Inc (“Smargasy,” “we,” “us” or “our”). It governs your access to and use of software, SaaS platforms and related services we provide, including Client Connect Suite, configured CRM and marketing automation, AI agents such as Aiden, custom applications and supporting documentation.
By accepting this Agreement—through an online signup, executed order form, payment for a subscription, or continued use of the Services—you agree to these terms. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity. This Agreement supplements our Terms of Service, Support & Maintenance Terms and, where applicable, our End User License Agreement. If a signed order form conflicts with this Agreement, the order form controls for the services it covers.
If you do not agree, do not install, access or use the Services. Effective date: September 4, 2026.
License grant. Upon payment of applicable fees and subject to continuous compliance with this Agreement, Smargasy grants you a limited, non-exclusive, non-transferable license to access and use the Services, Software and Documentation during the Term for your internal business purposes, as described in your Order Form.
Third-party platforms. Some Services operate on or integrate with third-party platforms such as CRM providers, telecom carriers, payment processors, email gateways and AI model providers. Your use of those platforms may also be subject to their terms. Smargasy is not responsible for outages, policy changes or actions taken by third parties outside our reasonable control.
Evaluation or beta access. If Services are provided for trial, beta or demonstration purposes, the license is limited to evaluation only and may not be used in production. Beta Services are provided “as is” without warranty, Support or indemnification unless otherwise stated in writing.
Restrictions. You may not sublicense, resell or provide access to the Services except as expressly permitted in your Order Form; copy or redistribute the Software except for reasonable backups; reverse engineer or create derivative works except where law permits; remove proprietary notices; use the Services to store or transmit unlawful, infringing or abusive content; probe or disrupt system integrity; circumvent usage limits or billing controls; or use the Services to build a competing product.
Your obligations. You are responsible for your and your Users’ activity and compliance with this Agreement and applicable law. You will maintain accurate account and billing information; safeguard credentials; obtain required consents before uploading personal data or enabling AI, messaging or call recording features; and ensure Users follow acceptable use rules. Excessive usage that materially degrades platform performance may result in throttling or suspension.
Smargasy property. The Services, Software and Documentation are licensed, not sold. Smargasy and its licensors retain all intellectual property rights except for the limited license granted to you. You grant Smargasy a royalty-free license to use feedback you provide to improve the Services.
Your Data. You retain ownership of Your Data. Smargasy may access and use Your Data only to provide, secure, support and improve the Services, comply with law, and as described in our Privacy Policy.
Term. This Agreement begins when you accept it or first use the Services and continues for the period stated in your Order Form. Subscriptions renew automatically for successive terms of the same length unless either party cancels according to the Order Form.
Your cancellation rights. Monthly subscriptions may be cancelled with written notice as stated in your Order Form, typically effective at the end of the current billing period. Annual or custom terms may require advance notice as specified at purchase.
Suspension or termination by Smargasy. We may suspend or terminate access for non-payment, material breach, unlawful use, security risk, or as required by law. Where practicable, we will provide notice before suspension except for urgent security or legal matters.
Effect of termination. Termination does not relieve you of payment obligations accrued before the effective date. You should export Your Data before termination. After termination, we may delete Your Data according to our retention practices and your Order Form. You must stop using the Services and Software.
Plan changes. Upgrades may take effect immediately and be billed pro rata. Downgrades take effect on the next renewal unless your Order Form states otherwise and may reduce features or capacity.
Fees are due as stated in your Order Form at Smargasy’s then-current rates unless a fixed price applies. If payment fails, we may suspend Services until obligations are met. Usage above licensed users, locations, messages, minutes or storage limits may incur additional fees. Unless your Order Form states otherwise, fees are non-refundable and payable in U.S. dollars.
All fees are exclusive of taxes, and you shall pay or reimburse Smargasy for all taxes arising out of transactions contemplated by this Agreement, other than taxes on Smargasy’s income. If you are required to withhold any tax, you shall gross up your payments so that Smargasy receives sums due in full, and provide documentation showing taxes have been paid to the relevant authority.
Your Data. You are responsible for the accuracy, legality and backup of Your Data unless your Order Form assigns backup duties to Smargasy. We may remove content we reasonably believe is unlawful, abusive, malicious or infringes third-party rights. Technical usage data may be collected to operate, secure, bill and improve the Services as described in our Privacy Policy.
Data protection. Each party will comply with applicable privacy and data protection laws. You represent that you have a lawful basis to provide personal data to the Services and to enable features such as SMS, email, call recording or AI processing. Where Smargasy processes personal data on your behalf, you are the controller and Smargasy acts as processor only to the extent required by law and your instructions.
“Confidential Information” means any nonpublic information or materials disclosed by either party to the other that the disclosing party clearly identifies as confidential or proprietary. Smargasy Confidential Information includes the Services, Software and any information relating to them, including pricing. The receiving party will hold the Confidential Information in confidence using reasonable care, restrict disclosure to employees or agents with a need to know who are under a similar duty of confidentiality, and use it only for the purposes for which it was disclosed.
These restrictions do not apply to information that is or becomes generally available to the public through no fault of the recipient, was lawfully received from a third party without restriction, was known to the receiving party prior to receipt, or was independently developed without breach of this Agreement. Confidential Information may be disclosed where required by law, regulation or judicial order, provided prompt notice is given where permitted. The parties agree that any material breach of Section 3 or this Section will cause irreparable injury and that injunctive relief will be appropriate.
The Services, Software and Documentation are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Smargasy disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted operation. We do not guarantee specific marketing, sales, call-handling or AI outcomes.
Smargasy indemnification. Smargasy Inc will indemnify, defend and hold you harmless from any third party claim that the Services infringe or misappropriate any U.S. intellectual property rights, provided your use is in conformity with the Agreement and Documentation, the infringement is not caused by modification of the Services, and the infringement is not caused by combination with products not supplied by Smargasy. These obligations are contingent on you promptly notifying Smargasy in writing, granting Smargasy sole control of defense and settlement, and providing reasonable assistance. This states Smargasy’s entire liability and your sole remedy with respect to indemnification.
Your indemnification. You agree to indemnify, defend and hold harmless Smargasy, its directors, employees and agents against any third party claims arising out of Your Data, your breach of this Agreement, your use of the Services in violation of third party rights or applicable law, or your misuse of the Services, Software or Documentation.
To the maximum extent permitted by law, Smargasy is not liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost leads, lost revenue, loss of data or business interruption. Our aggregate liability for claims relating to the Services will not exceed the fees you paid to Smargasy for the specific Service giving rise to the claim during the twelve (12) months before the event, unless your Order Form states otherwise.
You may receive access to third party programs through the Services or Software, or third party programs may be bundled with them. These programs are governed by their own license terms, which may include open source or free software licenses, and those terms prevail over this Agreement as to your use of the third party programs.
During the Term, Smargasy provides Support according to our Support & Maintenance Terms and the support level in your Order Form.
Notices. Written notices may be sent to Smargasy Inc, 12551 New Brittany Blvd, Fort Myers, Florida 33907, or to [email protected] with evidence of transmission.
Entire agreement. This Agreement, together with applicable Order Forms and referenced policies, is the entire agreement regarding the Services and supersedes prior communications on the same subject.
Export control. You agree to comply with applicable export control and sanctions laws and represent that you are not prohibited from receiving the Services.
Modifications. We may update this Agreement by posting a revised version on our website and updating the “Last updated” date. Material changes to active subscriptions will be communicated when practicable. Continued use after changes constitutes acceptance.
Severability and waiver. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.
Force majeure. Smargasy is not liable for delay or failure caused by events beyond reasonable control, including outages of carriers, cloud providers or third-party platforms.
Governing law. This Agreement is governed by the laws of the State of Florida, United States. Disputes are subject to the exclusive jurisdiction of courts located in Florida.
Third-party rights. Except as expressly stated, this Agreement does not create rights for anyone other than the parties.
Questions about this document
Call (239) 214-8592 or email [email protected]. Smargasy Inc, 12551 New Brittany Blvd, Fort Myers, Florida 33907.