Terms & Conditions

1. Definitions

As used in these Terms:

• "Service" means the SellSmith mobile application, web-based admin portal, and all related features, APIs, and support services provided by Nomad Holdings LLC.
• "Subscriber" means a business entity that has subscribed to the Service under a paid or trial plan.
• "Authorized User" means any individual (including sales representatives, administrators, and employees) permitted by the Subscriber to access the Service.
• "End Customer Data" means information about the Subscriber's own customers that is entered into the Service by Authorized Users.
• "Subscription" means the paid or trial plan under which the Subscriber accesses the Service.
• "Content" means any data, text, images, products, pricing, and other information submitted to or stored within the Service by Subscriber or Authorized Users.

2. Eligibility and Account Registration

2.1 Business Use Only

SellSmith is a business-to-business (B2B) platform. The Service is intended solely for use by business entities and individuals acting in a professional business capacity. You represent and warrant that you are at least 18 years of age, that you have the legal authority to bind the business entity on whose behalf you are registering, and that your use of the Service will comply with all applicable laws and regulations.

2.2 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete information. You agree to promptly update your account information to keep it accurate. You are responsible for maintaining the confidentiality of your login credentials.

2.3 One Device Per User

Each Authorized User account may be logged in on only one device at a time. Simultaneous login from multiple devices under the same account is prohibited and will be technically prevented by the Service. You may not share your account credentials with any other person.

2.4 Account Security

You are solely responsible for all activity that occurs under your account. You must notify us immediately at support@sellsmith.co if you suspect any unauthorized use of your account or any breach of security.

3. Subscription Plans and Payment

3.1 Subscription Tiers

The Service is offered under three subscription tiers: Solo, Pro, and Team. Features available under each tier are described on our pricing page and may be updated from time to time. The Company reserves the right to modify features included in each tier with 30 days prior notice to existing Subscribers.

3.2 Free Trial

We may offer a free trial period at our sole discretion. During the trial period, you will have access to the Service subject to these Terms. Upon expiration of the trial period, the Service will cease to function, including in offline mode, until a paid Subscription is activated. The Company reserves the right to modify, shorten, or discontinue the trial offer at any time without notice.

3.3 Billing and Payment

• Subscription fees are billed on a monthly or annual basis, per active Authorized User, as selected at the time of purchase.
• All fees are charged in US Dollars.
• Payment is due in advance at the beginning of each billing cycle.
• All payments are processed by Stripe, Inc. By providing payment information, you authorize us to charge your designated payment method for all applicable fees.
• Standard Stripe payment processing fees apply and are separate from and in addition to your Subscription fee.

3.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing cycle unless cancelled at least 5 business days before the renewal date. By subscribing, you authorize us to charge your payment method for each renewal period at the then-current subscription rate.

3.5 Price Changes

We reserve the right to change subscription pricing at any time. We will provide at least 30 days written notice to existing Subscribers before any price increase takes effect. Your continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

3.6 Taxes

You are responsible for all applicable sales, use, and other taxes arising from your Subscription. We will add applicable taxes to your invoice where required by law.

4. Refund Policy

All Subscription fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. We do not provide refunds for partial subscription periods, unused features, or cancellations made after the billing cycle has begun. If you cancel your Subscription, you will retain access to the Service until the end of the current paid billing period.

In the event of a documented service outage or failure caused solely by the Company that results in the Service being unavailable for more than 72 consecutive hours, we will provide a pro-rated credit for the affected period at our sole discretion. This credit is your sole remedy for service unavailability.

5. Acceptable Use

5.1 Permitted Use

You may use the Service only for lawful business purposes in accordance with these Terms. Specifically, the Service is designed to facilitate B2B sales order management, invoicing, customer account management, product catalog management, and related business operations.

5.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation
• Attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Service
• Circumvent, disable, or interfere with security features of the Service, including device lock enforcement and trial expiration controls
• Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without the express written permission of the Company
• Upload or transmit viruses, malware, or any other malicious code
• Use the Service to transmit unsolicited communications or spam
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use the Service to store or transmit any content that is unlawful, defamatory, harassing, abusive, fraudulent, or otherwise objectionable
• Share, transfer, or sublicense your account or access credentials to any third party
• Use the Service in any manner that could damage, disable, overburden, or impair our servers or networks
• Attempt to bypass the single-device-per-user restriction through any technical means

5.3 Invoice and Record Integrity

No invoices or sales orders may be deleted. Invoices and orders may only be voided. All voided records remain permanently visible in the transaction history for audit and compliance purposes. Any attempt to circumvent this restriction is a material breach of these Terms.

6. Data and Content

6.1 Subscriber Owns Their Data

You retain full ownership of all Content and End Customer Data you submit to the Service. By submitting Content to the Service, you grant Nomad Holdings LLC a limited, non-exclusive, royalty-free license to store, process, and use your Content solely for the purpose of providing and improving the Service.

6.2 Subscriber Responsibility for End Customer Data

You represent and warrant that:

• You have obtained all necessary consents, authorizations, and rights required to submit End Customer Data to the Service
• Your collection and use of End Customer Data complies with all applicable privacy laws
• The submission of End Customer Data to the Service does not violate the rights of any third party

You agree to indemnify, defend, and hold harmless Nomad Holdings LLC from any claims, damages, or liabilities arising from your breach of this section.

6.3 Data Accuracy

The Company is not responsible for the accuracy, completeness, or legality of any Content or End Customer Data submitted by Subscribers or Authorized Users. You are solely responsible for ensuring your data is accurate and lawfully obtained.

6.4 Aggregated and Anonymized Data

We may use aggregated, anonymized, and de-identified data derived from your use of the Service for product improvement, analytics, and benchmarking purposes. This data will not identify you or your End Customers.

7. Third-Party Integrations

7.1 QuickBooks

The Service offers integration with QuickBooks Online. This integration requires a separate, active QuickBooks Online subscription (not provided by or included in SellSmith). The Company is not affiliated with, endorsed by, or responsible for QuickBooks or Intuit. Your use of QuickBooks is subject to Intuit's own terms of service. The Company is not liable for any errors, data loss, or discrepancies arising from the QuickBooks integration.

7.2 Stripe

Payment processing is handled by Stripe, Inc. By using payment features, you agree to Stripe's Terms of Service (stripe.com/legal). The Company is not responsible for Stripe's acts or omissions.

7.3 Google Maps

Map and location features use Google Maps. Your use of these features is subject to Google's Terms of Service and Privacy Policy. The Company is not responsible for the accuracy or availability of Google Maps data.

7.4 General

The Company does not endorse any third-party services integrated with SellSmith and is not responsible for any third party's products, services, privacy practices, or content. Any transactions or interactions between you and third-party providers are solely between you and that provider.

8. GPS and Location Tracking

The Service collects GPS location data from Authorized Users' devices while the app is in use. For Enterprise subscribers, administrators may access location history (breadcrumb trails) of Authorized Users. Subscribers are solely responsible for ensuring that their use of GPS tracking features complies with all applicable employment laws, privacy laws, and regulations, including any obligation to notify Authorized Users of location monitoring. The Company is not liable for any claims arising from a Subscriber's failure to comply with applicable laws regarding employee or contractor monitoring.

9. Intellectual Property

9.1 Company Ownership

The Service, including all software, designs, text, graphics, logos, and other materials, is owned by or licensed to Nomad Holdings LLC and is protected by United States and international intellectual property laws. Nothing in these Terms transfers any intellectual property rights to you.

9.2 License to Use

Subject to your compliance with these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the Subscription term.

9.3 Feedback

If you provide the Company with any suggestions, feedback, or ideas regarding the Service, you grant the Company a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such feedback into the Service without any obligation to you.

10. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The Company will treat your Content and End Customer Data as confidential and will not disclose it except as permitted by these Terms or required by law. This obligation survives termination of these Terms for a period of 3 years.

11. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Nomad Holdings LLC expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Nomad Holdings LLC does not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) any errors will be corrected; (c) the Service or the servers that make it available are free of viruses or other harmful components; or (d) the results obtained from using the Service will be accurate or reliable.

Financial data, invoices, open balances, and reports generated by the Service are provided for informational purposes only. Nomad Holdings LLC is not a financial institution, accounting firm, or tax advisor. You are solely responsible for verifying the accuracy of all financial information and for complying with applicable accounting and tax obligations. Always verify critical financial data independently.

12. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Nomad Holdings LLC, its members, managers, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if advised of the possibility of such damages.

Nomad Holdings LLC's total cumulative liability to you for any and all claims arising out of or relating to these Terms or the Service shall not exceed the greater of: (a) the total Subscription fees paid by you to Nomad Holdings LLC in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Nomad Holdings LLC and its members, managers, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service or violation of these Terms
• Your Content or End Customer Data, including any claim that such data infringes or violates any third-party right
• Your violation of any applicable law or regulation, including privacy, employment, or consumer protection laws
• Your use of GPS tracking features in violation of applicable law
• Any misrepresentation made by you in connection with the Service
• Any dispute between you and a third party, including your own customers

The Company reserves the right to assume exclusive control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with the Company.

14. Term and Termination

14.1 Term

These Terms are effective from the date you first access the Service and continue until your Subscription is terminated.

14.2 Termination by Subscriber

You may cancel your Subscription at any time through the app or by contacting us at support@sellsmith.co. Cancellation takes effect at the end of the current billing period. No refunds are provided for the remaining portion of a billing period.

14.3 Termination by Company

We may suspend or terminate your access to the Service immediately and without notice if:

• You materially breach these Terms and fail to cure the breach within 10 days of written notice
• You engage in prohibited conduct under Section 5
• Payment is not received within 10 days of the due date
• We are required to do so by law or court order
• We determine in our sole discretion that continued access poses a risk to the Service, other Subscribers, or third parties

14.4 Effect of Termination

Upon termination: (a) your license to use the Service immediately ends; (b) all Authorized Users' access is revoked; (c) your Content and End Customer Data will be retained for 60 days, during which you may request an export, and then permanently deleted, except as required by law. Sections 1, 6, 9, 10, 11, 12, 13, 15, 16, and 17 survive termination.

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

15.2 Informal Resolution

Before initiating formal legal proceedings, both parties agree to attempt to resolve any dispute informally. The party asserting the dispute must notify the other in writing, and the parties will have 30 days to attempt to resolve the matter in good faith.

15.3 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4 Class Action Waiver

You waive any right to participate in a class action lawsuit or class-wide arbitration against Nomad Holdings LLC. All claims must be brought on an individual basis only.

15.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

15.6 Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and Nomad Holdings LLC with respect to the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

16.2 Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated by email and/or in-app notice at least 30 days before taking effect. Your continued use of the Service after the effective date of modifications constitutes your acceptance of the updated Terms. If you do not agree to the modifications, you must cancel your Subscription and cease using the Service.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

16.4 Waiver

The failure of Nomad Holdings LLC to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future.

16.5 Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without the prior written consent of Nomad Holdings LLC. The Company may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets. These Terms bind and inure to the benefit of the parties' successors and permitted assigns.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, pandemics, government actions, internet outages, or third-party service failures. The affected party must provide prompt written notice of the force majeure event.

16.7 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between you and Nomad Holdings LLC.

16.8 Notices

All notices from you to the Company must be sent to legal@sellsmith.co. Notices from us to you will be sent to the email address associated with your account.

17. Contact Information

For questions about these Terms, contact: