Effective upon acceptance — please read carefully before installing or using the Software
This End User License Agreement ("EULA") is a binding legal agreement between SmarterTools, Inc. ("SmarterTools") and the License holder ("You" or "Your") of the product this EULA accompanies ("Software"), whether the License was acquired individually or on behalf of a company, organization, or other entity.
It is important that You read and understand all terms, limitations, and conditions in this EULA before installing or using the Software, as they govern how You may use the Software and define Your rights under this License. By explicitly accepting this EULA—whether by installing, copying, downloading, accessing, or otherwise using the Software—You agree to be bound by its terms. If You are unwilling or unable to agree to these terms, You must promptly and completely uninstall and destroy all electronic copies of the Software and any accompanying items in Your possession.
Scope. This EULA applies to the Software, future versions of the Software, updates, add-ons, and plug-ins; all feature selections (including but not limited to “Professional,” “Enterprise,” and “Free” editions); maximum allowed numbers of users, profiles, devices, email addresses, domains, websites, or agents (“level”); and any related services, technical support, advice, and recommendations made available by SmarterTools online, in documentation, via email, or by telephone.
The following definitions apply throughout this EULA:
"Active Instance" means any running and operational installation of a paid License of any Product that is actively executing in a computing environment. (E.g., a personal computer, server, VPS, or cloud instance.)
"Confidential Information" means any information or material provided by SmarterTools to You, in any form, that is labeled “Confidential,” that bears a similar designation, or that a reasonable person would understand to be confidential. Confidential Information includes, without limitation, license keys, SmarterTools pricing information, product roadmaps, marketing plans, planned or in-progress Software improvements, and any other information not made generally available to the public.
"Dedicated Hosting" means a hosting arrangement in which an individual, group, or organization (“Dedicated Host”) maintains a physical server device—or, in the case of a Virtual Private Server (“VPS”), a dedicated portion of a physical server device—that is sold, leased, or otherwise made available to a third party, regardless of whether compensation is exchanged, and in which that third party has authorization or access to the Software’s activation areas and/or system administration functions.
"Effective Date" means the date on which You accepted this EULA.
"Guest Operating System" means any operating system for which You are officially licensed that runs as a guest instance on top of another operating system, such as within a VPS used to run the Software.
“Legacy Product” means any outdated version or release of SmarterTools Software that is superseded by a newer alternative to that Software. While this Software remains functional it is no longer actively supported by SmarterTools.
"License" means the revocable, non-exclusive, non-transferable, non-assignable limited license to use the Software in accordance with the terms and conditions of this EULA. “License” applies to both purchased and non-purchased licenses and includes the object code, source code, and any alphanumeric combinations used to enable or activate the Software or certain Feature Selections (collectively, “License Keys”).
"License Key" means the alphanumeric combination entered upon installation to access Feature Selections. License Keys are delivered to owners of purchased Licenses and to recipients of authorized promotional or trial Licenses. This EULA remains in full force and effect for the Software regardless of whether a License Key is required or provided by SmarterTools.
"Maintenance and Support" means an optional, annually renewed licensing subscription that entitles You to download and install Software updates released by SmarterTools and to submit support requests as described on the Technical Support page of the SmarterTools website. Maintenance and Support is required for continued use of any Third-Party add-on, pursuant to applicable agreements with Third-Party vendors.
"Periodic License" means a License with a defined start and end date, including licenses that are subject to renewal, that automatically renew, that terminate at expiration, or that may be extended (e.g., monthly, lease, trial, or development licenses). Periodic Licenses may be governed by additional terms and conditions set forth in a separate written agreement.
"Shared Hosting" means a hosting arrangement in which an individual, group, or organization (“Shared Host”) owns and installs software and/or tools on a physical server device and makes them available to third parties, regardless of whether compensation is exchanged, and in which those third parties do not have authorization or access to the Software’s activation areas or system administration functions.
"Software or Product" means any product developed by SmarterTools, including any third-party products or services provided as part of those products and installed by end users or system administrators, regardless of the location of installation.
"Third-Party Providers" means any software, application, plug-in, add-on, utility, tool, device, or methodology provided by any individual, group, organization, company, or other entity that connects to, modifies, links to, or integrates with the Software for any purpose.
Subject to the terms and conditions of this EULA, SmarterTools hereby grants You a revocable, non-exclusive, non-transferable, non-assignable, limited license to use the Software (“License”). This License commences on the purchase date of the Software and remains in effect until terminated in accordance with the terms of this EULA or superseded by another end user license agreement upon installation of an update or a change in Feature Selections.
SmarterTools, together with any third-party content providers whose software code is incorporated in or distributed with the Software, retains all right, title, and interest in and to the Software, including, without limitation, all copyrights, trademarks, proprietary methods, and trade secrets (“Intellectual Property”) incorporated therein.
This License is conditioned upon Your payment of all charges and fees imposed by SmarterTools for the purchase of the Software, the monthly licensing of the Software, or the authorized delivery of the Software as a service (SaaS). SmarterTools may, in its sole discretion, disable this License if You fail to pay such charges or fees within the time permitted by SmarterTools or if You otherwise violate any term of this EULA.
You may use the Software solely for Your own personal or internal business purposes. Personal or internal business purposes include the installation of the Software and the activation of a single License on any one Active Instance by You or Your Customer(s) pursuant to Section 2.C.
You may sublicense this License to a third party (“Customer”) only pursuant to a Shared or Dedicated Hosting agreement and the terms and conditions of this EULA. You represent and warrant that each Customer has accepted this EULA before being granted access to or use of the Software, and You shall promptly provide confirmation of each Customer’s acceptance upon SmarterTools’ request. You shall indemnify, defend, and hold SmarterTools harmless against any claims asserted by or against You by any of Your Customers or by any third party arising from Your Customers’ use of the Software, including but not limited to claims of infringement of any third party’s intellectual property rights and the warranty, liability, and indemnification provisions of Sections 3 and 5.
Certain authorized parties (“SmarterTools Partner”) may resell, lease, or transfer this License (collectively, “Transfer”) to any third party pursuant to a separate authorizing agreement with SmarterTools. For purposes of this EULA, “Transfer” means any transaction whereby sole use, management, ownership, and/or control of the Software is assigned to a third party for that party’s benefit, pursuant to the terms and conditions of this EULA, regardless of whether compensation is charged and whether the Transfer is permanent or temporary. Transfers by or between any parties other than SmarterTools or a SmarterTools Partner require SmarterTools’ prior written approval.
You may install and maintain the Software on behalf of a third party; however, all SmarterTools Licenses in such circumstances must be purchased by the third party directly through SmarterTools or a SmarterTools Partner, and the Software must be activated in the name of that third party, who thereby assumes full ownership of the License subject to the terms and conditions of this EULA.
Any transfer of ownership of a License or License Key is strictly prohibited without the prior consent of SmarterTools.
You shall not modify, reverse engineer, reverse assemble, decompile, disassemble, decrypt, reflect, or otherwise attempt to discover or obtain the source code, structure, sequence, or organization of the Software, in whole or in part, except as expressly permitted by Section 9 of this EULA. You may distribute copies of the Software in the format in which You received it, pursuant to the terms of this EULA, provided that You do not modify the Software in any way and that all copyright, trademark, and other notices contained in the Software remain intact.
You shall not attempt to bypass, circumvent, disable, design around, or otherwise obviate the License Keys for any reason, including attempts to access features, capacity, or capabilities not included in the features or capabilities available to You based on your License Key. Except as provided in Section 2.C., You shall not disclose or disseminate any License Keys associated with the Software, publicly or to any third party, nor shall You permit any other person to use such License Keys.
You may reassign or migrate the Software to a different device owned, leased, or rented by You, subject to SmarterTools’ prior approval in its sole discretion, provided that You completely uninstall or delete the Software from any device on which it was previously installed. SmarterTools reserves the right to require, in its sole discretion, re-authorization, re-registration, or another form of authentication at no additional charge. SmarterTools may disable the related License Key and/or access to the Software if it determines, in its sole discretion, that a proposed reassignment is prohibited by this EULA or constitutes fraud.
You shall not use the Software to harm third parties, to disseminate unsolicited communications (including emails), or to distribute harmful data or programs, including malicious scripts and viruses. You shall not use the Software to disseminate pornography, child pornography, or other harmful or illegal content, or in any manner that may disparage or bring disrepute to SmarterTools.
SmarterTools may, from time to time, offer certain Software or services as closed or open beta services (“Beta Services”) for testing and evaluation purposes. SmarterTools has sole authority to determine the duration of any such testing and evaluation period, to judge the success of such testing and evaluation, and to decide whether to incorporate or otherwise offer the tested Software or services. SmarterTools shall not be liable to You or to any third party for any harm related to, arising out of, or caused by any Beta Services.
This EULA is effective as of the earlier of (a) the date You install or use the Software, or (b) the date You accept this EULA. You may terminate this EULA at any time by completely deleting and destroying all copies of the Software and related documentation in Your possession or control. SmarterTools may terminate and/or disable the License or this EULA if, in its sole discretion, SmarterTools determines that You have breached any term or condition of this EULA, with or without prior notice.
The following Sections shall survive termination of this EULA: 2.B., 2.C., 2.D., 4, 6, 7, 8, 9, 10, 11, 12, 13, and 14.
SmarterTools does not warrant that the Software will meet Your requirements, that its operation will be uninterrupted or error-free, that any data supplied by the Software will be accurate, or that the Software will function with any third-party or supplemental software or hardware furnished with or accompanying the Software. SmarterTools further does not warrant the efficacy, functionality, or operation of any such accompanying software or hardware.
ALL HARDWARE, SOFTWARE, OR OTHER PRODUCTS OR SERVICES PROVIDED BY SMARTERTOOLS UNDER THIS EULA ARE PROVIDED “AS IS.” SMARTERTOOLS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SmarterTools shall not be liable for any damages under this EULA, including but not limited to consequential, statutory, punitive, incidental, or indirect damages, including any loss of data, loss of profits, loss of savings, loss of time or convenience, or additional costs arising out of the use of, or inability to use, the Software, documentation, support, or any third-party or accompanying software or hardware, even if SmarterTools has been advised of the possibility of such damages.
SmarterTools provides only the Software; it does not and cannot provide additional products, policies, or services that may be required as part of an organization’s deployment of the Software. Such supplementary items include, without limitation, networking appliances, network configurations, firewalls, firewall configuration, migration services, backup software or services, backup policies, backup retention policies, data protection policies, data protection services, or any other service provided, managed, and maintained by an organization’s internal network, system, or IT staff. It is Your responsibility to implement appropriate measures, and to have adequate staff, to mitigate potential issues that may cause loss of data, profits, savings, time, or additional costs.
It is Your responsibility to evaluate whether the Software matches the level of risk, security requirements, compliance obligations, and other considerations applicable to Your particular use case, industry, and applicable laws and regulations. SmarterTools’ documentation should not serve as the sole basis for this determination. You should conduct product installation and testing, communicate with SmarterTools, review all relevant documentation, and perform independent research and analysis as part of Your due diligence.
You agree to indemnify and hold SmarterTools harmless from and against all third-party claims and demands arising out of or relating to any unauthorized access to or exposure of sensitive or confidential information, and/or any data breach, including any exposure of personal data as defined by Article 33 of the GDPR, occurring in Your infrastructure or Software, together with all costs, charges, and expenses incurred by SmarterTools in defending, contesting, or settling any such claims or demands, unless such claims are attributable solely to the acts or omissions of SmarterTools.
SmarterTools shall not be liable for, nor bound by, any claims, representations, promises, assertions, or other statements made by any party other than SmarterTools employees or officers, including but not limited to resellers, partners, and sales representatives.
SmarterTools shall not be liable for any damages or inconvenience resulting from erroneous or misreported data, failures to relay information, incorrect or errant material translation of language or information, or damages arising from events described in Section 6 of this EULA.
The Software is designed to integrate with, or to be used in conjunction with, Third-Party Providers through web services. SmarterTools assumes no liability and makes no warranty or guarantee regarding the suitability or effectiveness of the Software when used with such products, or whether such integration may interfere with the operation of Third-Party Providers. You agree to hold SmarterTools harmless in all matters resulting from the integration or use of the Software with Third-Party Providers.
Your sole and exclusive remedy under this EULA shall be limited to replacement of the Software.
SmarterTools currently provides technical support for the Software through SmarterTools personnel, documentation, and internet resources. For a period following the initial purchase of a License, and for subsequent periods during which Maintenance and Support is active, technical support from SmarterTools personnel is provided at no additional charge. If Maintenance and Support is no longer active, or if the License covers Legacy Software, technical support is available only through documentation and internet resources.
SmarterTools also offers fee-based support tickets for emergencies related to SmarterTools products, as well as training and installation services. These fees are subject to change. All technical support is provided “AS IS,” and the provisions of Sections 4.A., 4.B., 4.C., and 4.D. apply to technical support.
SmarterTools makes no guarantee, express or implied, regarding the efficacy or continuation of technical or other support for the Software or any particular version of the Software for any period of time. SmarterTools may discontinue such support at any time and for any reason.
SmarterTools shall defend You against any third-party claim that Your use of the Software, as authorized under this EULA, infringes any patent, copyright, or trademark of a third party (“Infringement Claim”), and shall indemnify You from the resulting costs and damages awarded against You by a court of competent jurisdiction. This obligation is conditioned upon You: (a) notifying SmarterTools in writing of any Infringement Claim within thirty (30) days of receiving notice of the claim; (b) granting SmarterTools sole control of the defense of any Infringement Claim and any related negotiations or settlement; and (c) providing SmarterTools with all information and assistance reasonably necessary to settle or defend the Infringement Claim.
This indemnification obligation does not apply to any Infringement Claim arising out of: (i) Your modification(s), or modifications by any party other than SmarterTools, to the Software; (ii) Your use of a version of the Software other than the most current version, if the infringement would have been avoided by use of the most current version; (iii) the use of open-source software in conjunction with the Software; (iv) the use of the Software with materials not furnished by SmarterTools or not in accordance with this EULA; or (v) use of the Software outside the scope of this EULA.
You shall defend, indemnify, and hold harmless SmarterTools and its suppliers, licensors, successors, affiliates, agents, employees, officers, and assigns (collectively, “SmarterTools Indemnified Parties”) from and against any and all claims, damages, losses, and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claims, suits, judgments, or causes of action asserted against the SmarterTools Indemnified Parties by third parties or Your Customers arising out of or related to:
The rights under this License may be sublicensed in accordance with Section 2.C. or transferred to Your successors, heirs, or assigns. Any other attempt to sublicense, assign, or transfer any rights, duties, or obligations under this EULA is void unless You have a separate written agreement with SmarterTools expressly authorizing such transfer.
This EULA shall be governed in all respects by the laws of the United States and the State of Arizona, without regard to conflict-of-law principles. The parties agree that any dispute, controversy, or claim arising out of or relating to this EULA shall be resolved in the federal, state, or local court of competent jurisdiction located in Maricopa County, Arizona. The prevailing party shall be entitled to an award of reasonable attorneys’ fees.
If You are an agency or entity of the United States Government, the following additional terms apply:
You shall pay the total fees for the Software imposed by SmarterTools at the time of purchase. You shall pay all invoices rendered by SmarterTools within thirty (30) calendar days of the invoice date, or within any alternative timeframe set forth by SmarterTools in a separate written agreement. All payments shall be made in United States Dollars (USD).
Current pricing for the Software and associated products is available on the SmarterTools website. Additional fees may apply when upgrading to a version of the Software that includes features not previously included in Your License. SmarterTools may update pricing to reflect current exchange rates, inflation, changes in material, workforce, or supplier costs, additional fees imposed by third parties, or other factors.
If You fail to pay any amount due within the applicable timeframe, SmarterTools may impose late charges equal to the lesser of 1.5% per month or the highest interest rate permitted by applicable law, together with all related collection costs, including reasonable attorneys’ fees. You shall also reimburse SmarterTools for any out-of-pocket expenses incurred in connection with duties performed by SmarterTools under this EULA. Upon Your request, SmarterTools shall provide reasonable documentation evidencing such out-of-pocket expenses. The provisions and limitations of Sections 2A and 14 shall also apply.
Modifications to the appearance and/or user interface of the Software may only be made using the tools and options provided within the Software itself (e.g., using built-in tools to customize login pages or to provide custom links to help documentation). Any changes made to files installed with the Software outside of the Software’s interface are made at Your own risk and will not be supported, retained, or preserved during any upgrade, downgrade, or reinstallation of the Software.
All applicable copyright and trademark notices in the Software shall remain intact, visible to the naked eye, and free from any clutter or conflicting color scheme. Proprietary notices in the Software shall not be removed or obscured in any way.
At the time of purchase of the Software, and at other times during the term of this EULA, You may be required to provide certain information, including but not limited to email addresses, passwords, mailing addresses, personal and/or company information, and payment information. By accepting this EULA, You consent to providing such information, to keeping it current and accurate, and to its transmission to SmarterTools via internet, phone, facsimile, or other means, and You assume the associated risks of such transmission. SmarterTools takes the privacy and security of data seriously and will endeavor to protect data in accordance with its privacy policy, a copy of which is available upon request and is incorporated herein by reference. Notwithstanding the foregoing, SmarterTools and its suppliers, licensors, successors, affiliates, agents, employees, officers, and assigns shall not be liable for any stolen, misdirected, or otherwise mishandled information.
From time to time, SmarterTools may contact You at any address, including any email address You have provided, regarding the Software, available updates, Feature Selections, or for promotional purposes. By accepting this EULA, You expressly consent to receiving such communications. If You do not wish to receive further marketing communications, You may update Your preferences through Your account on the SmarterTools website.
From time to time, the Software may use the internet or other means to exchange data with computers, servers, or other electronic devices owned by SmarterTools in order to maintain licenses, communicate updates or instructions, provide utilization metrics, measure performance, or enforce SmarterTools’ rights under this EULA. By accepting this EULA, You consent to this communication and assume the associated risks. Any attempt to prevent, disrupt, or modify this communication is prohibited under this EULA and may result in the disabling of the Software and License Key.
SmarterTools may, at its discretion, offer products and/or services related to the Software directly to users and/or administrators. Any such purchase, subscription, or use of products or services occurs at the request of the user or administrator, and any resulting transaction is solely between that individual and SmarterTools.
During use of the Software, You may enter into correspondence with, purchase goods or services from, or participate in promotions offered by third-party advertisers or sponsors. You acknowledge that certain third-party providers of ancillary software, hardware, or services may require Your agreement to additional or different license terms prior to Your use of their offerings. Any such activity, and any terms, conditions, warranties, or representations associated with it, is solely between You and the applicable third party. SmarterTools shall have no liability, obligation, or responsibility for any such correspondence, interaction, purchase, service, or promotion, including but not limited to any translations, mapping, sharing, or other service or transfer, even if such activity is listed as a benefit or feature of the Software. SmarterTools expressly disclaims any liability, obligation, or responsibility for the continuation, viability, quality, reliability, or availability of any third-party correspondence, interaction, purchase, service, or promotion.
In all events and circumstances, the provisions and limitations of Sections 4, 6, and 8 shall apply.
If any provision of this EULA is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this EULA shall continue in full force and effect.
SmarterTools may disable License Keys at any time in its sole discretion. Circumstances in which License Keys may be disabled include, without limitation: invoices not paid within the applicable timeframe; License Key purchases made fraudulently or deceptively; License Key purchases that result in a chargeback or disputed charge; instances in which License Key owners threaten legal action against SmarterTools; and instances in which License Key owners engage in abusive conduct toward SmarterTools or its employees, or otherwise refuse to cooperate with SmarterTools in good faith to resolve issues through available channels, including telephone, email, live chat, or online forums.
Any disputes, claims, or controversies arising out of or relating to this EULA, or to either party’s performance or failure to perform under this EULA (“Disputes”), that the parties have been unable to resolve informally, shall first be submitted to non-binding mediation before any judicial proceeding is initiated.
Either party may initiate mediation by providing written notice to the other party describing the Dispute and the relief requested. Unless otherwise agreed, the mediation shall be scheduled no later than sixty (60) days from the date of such notice.
The parties shall cooperate in selecting a mediator and in scheduling the time and place of the mediation in accordance with Section 8, and shall complete such selection and scheduling within thirty (30) days of the notice of request for mediation.
The parties shall participate in good faith in the mediation and shall share equally in its costs, with each party bearing its own attorneys’ fees and costs related to its participation.
The results of the mediation shall be confidential and privileged, and shall not be admissible for any purpose, including impeachment, in any subsequent arbitration or court proceeding between the parties; provided, however, that evidence otherwise admissible or discoverable shall not be rendered inadmissible by its use in the mediation.
You may not use, export, import, or transfer the Software except as authorized by applicable U.S . law, the laws of the jurisdiction in which You obtained the Software, and any other applicable laws. Without limiting the foregoing, the Software may not be exported or re-exported: (a) to any country subject to a U.S. Government embargo; or (b) to any person or entity on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.
By using the Software, You represent and warrant that: (i) You are not located in a country subject to a U.S. Government embargo or designated as a “terrorist-supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. You further agree not to use the Software for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons.
You acknowledge that products, services, and technology provided by SmarterTools are subject to the export control laws and regulations of the United States. You agree to comply with all such laws and regulations and not to export, re-export, or transfer SmarterTools products, services, or technology, directly or indirectly, to any country in violation thereof, without prior U.S. Government authorization.
This EULA constitutes and expresses the entire agreement and understanding between the parties with respect to its subject matter, and supersedes all prior discussions, promises, representations, and understandings relating thereto. This EULA replaces any prior agreement between the parties with respect to the subject matter herein. SmarterTools reserves the right to amend this EULA from time to time, and any such amendments will be reflected by an updated “Revision Date” at the bottom of this document.
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA.
Rev. 20260415