Terms of Service

Last updated: September 24, 2026

These Terms of Service ("Terms") govern access to and use of Smoozi and its related services.

By creating an account, purchasing a subscription, accepting an Order Form or pilot agreement, or using Smoozi, you agree to these Terms.

A person accepting these Terms for an organization represents that they have authority to bind that organization. An individual using Smoozi for their own company or professional activity is the customer for purposes of these Terms.

The Services are provided by [[PROVIDER]] ("Smoozi," "we," "our," or "us").

1. Smoozi Services

Smoozi provides proprietary B2B decision-support software that observes authorized AI-assisted product-development workflows, connects relevant product context and evidence, identifies potential drift or repeated failure patterns, and supports product judgment, review, and acceptance.

Depending on the agreed scope, the platform may include local software running on customer-controlled devices, hosted components, connectors, integrations, alerts, evidence records, product and founder judgment memories, evals, and support.

The Services are a production observer, not a replacement work environment.

Where a customer connects a source, Smoozi may follow that source continuously, including the applicable production conversation graph, related documentation and decisions, tool results, corrections, and on-demand workspace evidence. Observation may run through local software, Smoozi-hosted components, or both.

A paid subscription grants the customer a limited, revocable, non-exclusive, non-transferable right to access and use Smoozi and the features included in the selected plan during the applicable subscription period.

Smoozi sells access to its software only.

Subscription fees are not fees for placements, staffing engagements, managed human review, code delivery, release approval, or other third-party products or services. Smoozi does not charge placement commissions or success fees and does not collect, hold, distribute, or transfer commercial payments between platform users.

Smoozi is decision-support software. It is not the customer's software developer, legal adviser, security auditor, employer, fiduciary, or autonomous release authority.

Unless expressly agreed in writing, Smoozi does not deploy code, approve releases, or make product, employment, legal, financial, or security decisions for the customer.

2. Accounts and User Responsibilities

Users are responsible for maintaining the confidentiality of their account credentials and for activity conducted through their accounts.

Users are responsible for the accuracy, legality, and authorization of information they submit to or connect with Smoozi, including repositories, conversations, documents, tools, projects, product records, and related workspace evidence.

Users remain responsible for their own:

• product, engineering, and release decisions;
• connected systems and authorizations;
• review of AI-assisted outputs and Smoozi findings before consequential use;
• employment, legal, financial, and security compliance;
• contracts and commercial agreements outside Smoozi; and
• compliance with laws applicable to their activities.

Smoozi does not independently verify every user-submitted claim, connected source, product record, or third-party system state.

3. User-Submitted Information

Users may upload, submit, or connect information to Smoozi only where they have the rights, permissions, notices, consents, and authorizations required to do so.

Users retain ownership of, or lawful control over, content they submit to or connect with Smoozi.

By submitting or connecting content, users grant Smoozi the rights reasonably necessary to host, process, display, transmit, secure, observe, correlate, and otherwise use that content to operate the selected platform functionality, provide support, maintain security, and improve the service as described in these Terms and the Privacy Policy.

This license does not authorize use of customer content for cross-customer Shared Reliability Records or shared-model training except as described in Section 9.

4. Connected Sources and Workspace Controls

Smoozi provides configurable controls for which systems, projects, conversations, and users may be connected to the Services.

Workspace administrators may manage organizational settings and access as described in the applicable Customer Agreement and product documentation.

Connection and access settings control what Smoozi may observe and who may use the workspace. They do not by themselves cancel a subscription, stop billing, or delete stored account data.

More information about how Smoozi processes personal and operational information is provided in the Privacy Policy.

5. Acceptable Use

Users may not use Smoozi to:

• violate applicable law;
• upload, share, or connect information without required authorization;
• submit fraudulent, deceptive, or materially misleading content;
• impersonate another person or organization;
• misuse another person's or organization's data;
• access or attempt to access accounts, data, or systems without authorization;
• interfere with the security, availability, or operation of the platform;
• introduce malicious code or activity designed to disrupt the service;
• scrape, extract, resell, or commercially redistribute platform data except as expressly permitted by Smoozi;
• reverse engineer or extract protected components of the Services except where that restriction is prohibited by law;
• use the Services or their outputs as a substitute for required human review in a high-impact or legally regulated decision; or
• use Smoozi in a manner that creates material legal, security, or operational risk for the platform or its users.

6. Subscriptions and Billing

Certain Smoozi features require a paid subscription.

Paid plans may be billed monthly or annually in U.S. dollars unless otherwise stated at checkout. Subscriptions renew automatically at the end of each billing period unless canceled before the applicable renewal date.

Where Smoozi offers a free trial, the trial period, selected plan, and applicable limits are disclosed during signup or checkout. If the trial automatically converts to a paid subscription, the first paid charge occurs according to the terms disclosed at signup unless the subscription is canceled beforehand.

Smoozi uses authorized third-party billing providers to process software-subscription payments.

Payment information may be submitted directly to the billing provider. The provider may apply its own buyer terms, tax handling, fraud controls, billing communications, and payment-processing procedures. Smoozi does not store complete payment-card numbers, card-security codes, or banking credentials.

Taxes may be calculated, collected, or remitted by the applicable billing provider.

Smoozi subscription payments purchase access to Smoozi software only. Smoozi does not use its checkout to process payments between customers, users, or other third parties for staffing, placements, or other commercial arrangements outside the Services.

The Smoozi installer or application may be free to download. Paid product rights are account-backed entitlements attached to the applicable customer workspace or active product or project, not device licenses or transferable activation keys.

Users may cancel recurring subscriptions through available Smoozi billing settings or the applicable billing provider's customer portal.

Unless otherwise stated, cancellation stops future renewals while paid access continues through the end of the current billing period.

If a payment fails, Smoozi or its billing provider may retry collection and may restrict or suspend paid access until payment is restored.

7. Refunds

Except where required by applicable law, subscription payments are non-refundable, partial billing periods are not refunded, and unused subscription time is not redeemable for cash.

Refund requests must be submitted directly to Smoozi. Smoozi determines whether a refund will be approved, except where applicable law requires otherwise. Smoozi may approve a refund in individual circumstances at its discretion without creating an obligation to provide similar refunds in other cases.

Approved refunds may be processed through the applicable billing provider.

8. AI-Assisted Features

Smoozi may provide AI-assisted and machine-assisted software features, including observation, interpretation, classification, retrieval, evaluation, review support, workflow assistance, and related product functionality.

These features form part of the Smoozi software product. They are not separately provided human product-management, engineering, legal, security, or staffing services.

AI-assisted outputs may be incomplete, incorrect, outdated, or unsuitable for a particular purpose.

Users are responsible for reviewing outputs before relying on them and remain responsible for product, release, employment, legal, financial, and other business decisions.

Smoozi does not make product, release, employment, legal, financial, or security decisions on behalf of users and does not guarantee the accuracy, completeness, suitability, or outcome of AI-assisted recommendations or findings.

9. Product DNA, Founder DNA, and Shared Reliability

Product DNA is the project- or organization-scoped record of approved product decisions, constraints, evidence, and reusable rules. As between the parties, the customer owns its Product DNA and related customer-specific decision history.

Founder DNA is a person-scoped record intended to help Smoozi interpret the authorized individual's product judgment.

Smoozi may continuously derive Founder DNA from that person's language, corrections, repeated choices, and accepted outcomes as part of ordinary service operation.

Low-risk interpretation and preference patterns may become retrievable and usable in later work without a separate approval for each pattern.

Human confirmation remains required before a pattern blocks or mutates production, expands authority, becomes a project or company rule, crosses a person or project boundary, or concerns sensitive personal inference.

Founder DNA must remain separately controlled, inspectable, correctable, exportable, and deletable under the applicable product controls and retention terms.

An organization may administer access to its workspace and project records, but it may not silently convert a person's private Founder DNA into organization-wide memory unless the person has been given clear notice and the required authorization exists.

Neither Product DNA nor Founder DNA changes a user's legal authority, grants new permissions, or replaces explicit approval for consequential actions.

By default, Smoozi may derive limited, de-identified Shared Reliability Records from detected production failures, prevented errors, bounded corrections, and verified outcomes.

Shared Reliability Records may be used to improve Smoozi's cross-customer Reliability Pattern Library, evals, detectors, warnings, correction methods, support playbooks, and product reliability.

Shared Reliability Records are limited to structured failure categories, redacted structural signals, applicable environment or capability classes, detection and correction methods, outcome evidence, recurrence, and reliability metrics.

They do not include raw source code, raw files, raw prompts or transcripts, credentials, secrets, customer or project names, direct personal identifiers, or unredacted Product DNA or Founder DNA.

Shared Reliability Library contribution is enabled by default. An authorized workspace administrator may disable future contribution at any time in product settings or by contacting [[PRIVACY EMAIL]].

Disabling contribution does not affect Smoozi's necessary service processing or the customer's local learning capabilities. It applies prospectively.

Any contribution involving raw content, free text, source code, transcripts, Product DNA, Founder DNA, rare identifying patterns, or training of a shared model on content-derived examples requires a separate explicit opt-in or written agreement.

10. Intellectual Property

Smoozi and its licensors retain all right, title, and interest in the Smoozi software, platform, interfaces, branding, documentation, technology, and related intellectual property.

Except for the limited right to use Smoozi under these Terms, no intellectual-property rights are transferred to users.

Users may not copy, reverse engineer, modify, reproduce, sublicense, resell, or create derivative works from Smoozi except to the extent expressly permitted by Smoozi or applicable law.

11. Platform Availability and Changes

Smoozi may update, modify, add, remove, suspend, or discontinue platform functionality.

Features may change as the product evolves, and availability may vary by plan, account type, geography, or product status.

Smoozi does not guarantee uninterrupted or error-free access to the platform.

Planned maintenance, technical failures, third-party service interruptions, security incidents, or other circumstances may temporarily affect availability.

12. Software-Only Relationship

Smoozi is a software provider.

Smoozi is not a staffing agency, employment agency, managed engineering services provider, legal adviser, security auditor, employer, payroll provider, broker, fiduciary, partner, or joint venturer with respect to users or their customers.

Use of Smoozi does not create an employment, staffing, placement, payroll, fiduciary, partnership, agency, or joint-venture relationship between Smoozi and any platform user.

All product, employment, contracting, compensation, and commercial agreements remain between the relevant users and their counterparties.

Smoozi is not a party to those agreements, does not process commercial payments under them, and does not guarantee product outcomes, release readiness, staffing outcomes, or contractual performance outside the Services.

13. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Smoozi is provided "as is" and "as available."

Smoozi disclaims warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and accuracy or completeness of user-submitted or AI-assisted information.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Smoozi will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, product outcomes, release decisions, employment claims, payment disputes between users, or operational interruptions arising out of or relating to Smoozi.

Smoozi is not liable for losses, claims, or consequences resulting from a user's own acts or omissions, misuse of the platform, violation of these Terms, unlawful activity, inaccurate or unauthorized information, or failure to comply with applicable legal or contractual obligations.

To the maximum extent permitted by applicable law, Smoozi's aggregate liability for all claims arising out of or relating to the platform or these Terms will not exceed the amount paid by the claimant to Smoozi during the three months immediately preceding the event giving rise to the claim.

If the claimant used Smoozi without paying any fees during that period, Smoozi will have no monetary liability to that claimant, except to the extent that liability cannot lawfully be excluded.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

15. Indemnification

To the extent permitted by applicable law, users agree to indemnify and hold harmless Smoozi and its operators, affiliates, personnel, and service providers from claims, losses, liabilities, costs, and expenses arising from:

• content or information submitted or connected by the user;
• the user's product, engineering, employment, or commercial activities;
• the user's violation of these Terms;
• the user's infringement of another person's rights; or
• the user's violation of applicable law.

16. Subscription Cancellation and Account Deletion

Subscription cancellation and account deletion are separate actions.

Subscription cancellation

Canceling a paid subscription stops future renewals as described in Section 6 but does not immediately delete the account or its stored data.

Account deletion

Users may request account deletion through available account settings.

A deletion request disables account access and initiates the account-deletion lifecycle.

Accounts remain recoverable for 30 days after the original deletion request.

Smoozi-held data attributable to the deleted account is scheduled for physical deletion by day 90 from the original deletion request, subject to limited information that may be retained where required by applicable law, necessary for security or fraud prevention, or reasonably necessary to establish, exercise, or defend legal claims.

External billing-provider records remain subject to the billing provider's own retention practices.

Shared Reliability Records that have already been irreversibly aggregated or de-identified may not be capable of isolation or removal after contribution.

Additional information about deletion and data retention is provided in the Privacy Policy.

17. Suspension and Termination

Smoozi may suspend, restrict, or terminate access, with or without prior notice, if a user:

• violates these Terms or applicable law;
• fails to pay applicable subscription charges;
• engages in fraudulent, abusive, malicious, deceptive, or unauthorized activity;
• attempts to compromise the security, integrity, availability, or operation of Smoozi;
• misuses platform data or connected systems;
• creates material legal, security, reputational, fraud, abuse, or operational risk for Smoozi, its users, or third parties; or
• otherwise uses the service in a manner that may harm Smoozi, its users, or third parties.

Smoozi may take immediate action where reasonably necessary to protect the platform, users, data, or service integrity. Where appropriate, Smoozi may provide an opportunity to resolve the issue before permanent termination.

Suspension or termination does not eliminate payment obligations or liabilities accrued before the effective date of suspension or termination.

18. Dispute Resolution

Before initiating formal legal proceedings, users must contact Smoozi by email and allow up to 30 days for Smoozi to review and attempt to resolve the dispute informally, except where applicable law does not permit such a requirement.

These Terms and any non-contractual dispute arising from them are governed by [[GOVERNING LAW AND COURTS]], unless an applicable Customer Agreement states otherwise.

19. Changes to These Terms

Smoozi may update these Terms from time to time to reflect changes to the service, business operations, or applicable requirements.

The updated version will be posted with a revised Last updated date.

Where required by applicable law or appropriate because of a material change, Smoozi may provide additional notice.

Continued use of Smoozi after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by applicable law.

20. Contact

For legal, billing, or operational questions, contact [[LEGAL EMAIL]].