Terms and Conditions

1. Agreement and Parties

These Terms and Conditions ("Terms") constitute a legally binding agreement between The Smart Guides LLC, a Florida limited liability company ("The Smart Guides," "TSG," "we," "us," or "our"), and you, the individual or entity accessing or using our services ("Client," "User," "Subscriber," or "you").

These Terms govern your use of:

• Our website located at thesmartguides.com and all associated subdomains (the "Site");
• TSG Momentum, our dental practice operating system platform available at tsgmomentum.com (the "Platform");
• Our consulting services delivered under the TSG Method, including strategy calls, phased advisory engagements, and Results Review sessions ("Consulting Services");
• Team assessment administration services, including Everything DiSC and Kolbe A assessments ("Assessment Services");
• The Business Value Health Assessment and associated Results Review ("Assessment Tool");
• Any other services, content, tools, or resources we provide (collectively, the "Services").

If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have authority to bind that entity to these Terms, and all references to "you" include that entity.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "TSG Method" means the structured, phased consulting methodology developed and proprietary to The Smart Guides LLC, consisting of foundation, operating system installation, and momentum scaling phases.
• "TSG Momentum" or "Platform" means the SaaS-based dental practice operating system that provides KPI tracking, financial intelligence, guided meeting frameworks, practice management system integrations, team assessments, and 90-day execution management.
• "DentalBridge" means the proprietary API integration layer within TSG Momentum that connects to dental practice management systems.
• "Subscription" means a paid or trial license to access and use TSG Momentum under a selected plan tier.
• "Consulting Engagement" means a formal advisory relationship governed by these Terms and any separately executed Statement of Work or engagement letter.
• "Content" means any text, data, files, images, information, or materials submitted by you or your authorized users through the Platform or in connection with our Services.
• "Intellectual Property" means patents, trademarks, service marks, trade names, copyrights, trade secrets, proprietary methodologies, frameworks, and all related rights.
• "Authorized Users" means individuals you designate to access and use the Platform under your Subscription, including practice owners, office managers, associates, and team members.

3. Eligibility and Account Registration

3.1 Eligibility

To use our Services, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into binding contracts; (c) be operating, managing, or authorized to represent a dental practice, dental group, or dental support organization; and (d) not be prohibited from receiving our Services under applicable law. Our Services are intended for business use by dental practice professionals. They are not consumer services.

3.2 Account Registration

To access TSG Momentum or certain consulting resources, you must create an account. You agree to: (a) provide accurate, complete, and current information during registration; (b) maintain the accuracy of your account information and update it promptly when it changes; (c) keep your login credentials confidential and not share them with unauthorized individuals; (d) notify us immediately at support@thesmartguides.com if you suspect unauthorized access to your account; and (e) accept responsibility for all activity that occurs under your account.

3.3 Authorized Users

Your Subscription grants access to a specified number of Authorized Users based on your plan tier. You are responsible for ensuring that all Authorized Users comply with these Terms. You accept liability for any actions taken by your Authorized Users within the Platform.

4. Subscriptions, Fees, and Payment

4.1 Subscription Plans

TSG Momentum is offered on a tiered subscription basis. Plan features, functionality, Authorized User limits, and pricing are described on our pricing page or in your executed subscription agreement. We reserve the right to modify plan features and pricing with notice to existing subscribers.

4.2 Billing and Payment

Subscriptions are billed in advance on a monthly or annual basis, depending on the plan you select. All fees are stated in U.S. dollars and are exclusive of applicable taxes, which are your responsibility. You authorize us to charge your designated payment method for all applicable fees. Payment processing is handled by Stripe; by providing payment information, you agree to Stripe's terms and privacy policy.

4.3 Automatic Renewal

Unless you cancel your Subscription before the end of the current billing period, your Subscription will automatically renew for the same duration and at the then-current rate. You may cancel your Subscription at any time through your account settings or by contacting us at support@thesmartguides.com. Cancellation takes effect at the end of the current billing period; you will retain access until that date.

4.4 Refunds

Subscription fees are generally non-refundable, except where required by applicable law. If you believe you are entitled to a refund, contact us at support@thesmartguides.com. We may, at our sole discretion, issue a prorated or full refund in exceptional circumstances.

4.5 Consulting Fees

Fees for Consulting Services are governed by a separate Statement of Work or engagement letter. Unless otherwise stated, consulting fees are non-refundable once work has commenced. Deposit and payment schedules are described in your individual engagement documentation.

4.6 Late Payments

If payment is not received when due, we may suspend or terminate your access to the Platform or Services without liability. We may charge interest on overdue amounts at the maximum rate permitted by Florida law, plus reasonable collection costs.

5. Consulting Services

5.1 Consulting Engagement Structure

Consulting Services are delivered through the TSG Method in sequential phases: (1) Foundation — vision clarity, financial baseline establishment, and leadership alignment; (2) Operating System Installation — KPI framework development, meeting cadence implementation, 90-day rock structure, and accountability system design; and (3) Momentum Scaling — team development, leadership capability building, and practice performance optimization. The specific scope, timeline, deliverables, and fees for each engagement are defined in a separate Statement of Work or engagement letter, which is incorporated into and governed by these Terms.

5.2 Client Responsibilities

The effectiveness of Consulting Services depends substantially on your active participation. You agree to: (a) provide timely and accurate information about your practice, including financial data, team structure, and operational details; (b) participate in scheduled advisory sessions and structured meetings as agreed; (c) implement the operating system frameworks, KPI structures, and accountability rhythms established through the engagement; (d) ensure that relevant team members participate in required assessment and development activities; and (e) provide feedback to your TSG advisor in a timely manner.

The Smart Guides is not responsible for outcomes attributable to incomplete implementation, failure to run the operating system as designed, or inconsistent participation by your team.

5.3 Results and Outcomes

Consulting outcomes depend on factors including the starting condition of your practice, market conditions, team execution, and the consistency with which the TSG Method is implemented. We do not guarantee specific revenue outcomes, EBITDA growth percentages, or practice value increases. We stand behind the methodology and commit to working with you to diagnose and address underperformance, but outcomes are not guaranteed.

5.4 Independent Contractor Status

The Smart Guides and its advisors provide services as independent contractors, not as employees, partners, or agents of your practice. Nothing in these Terms creates a joint venture, partnership, employment relationship, or agency between the parties. Our advisors do not have authority to bind your practice to any agreement or obligation.

6. Assessment Services

6.1 Everything DiSC Assessments

Everything DiSC assessments are proprietary products of John Wiley & Sons, Inc. ("Wiley"). TSG administers these assessments as an authorized Wiley partner. By completing or requesting DiSC assessments through our platform, you agree to Wiley's applicable terms governing assessment use. DiSC results are returned to your TSG Momentum account and are accessible to account administrators you designate. Assessment results may not be used as the sole basis for employment decisions, terminations, or adverse personnel actions.

6.2 Kolbe A Index Assessments

Kolbe A assessments are proprietary products of Kolbe Corp. TSG administers these assessments as an authorized Kolbe partner. By completing or requesting Kolbe assessments through our platform, you agree to Kolbe Corp's applicable terms. Kolbe results are returned to your TSG Momentum account. As with DiSC, Kolbe results may not be used as the sole basis for employment decisions or adverse personnel actions.

6.3 Business Value Health Assessment

The Business Value Health Assessment is a proprietary diagnostic tool developed by The Smart Guides LLC. Your completed assessment responses and generated results are owned by The Smart Guides and used in accordance with our Privacy Policy. Results are shared with you through a Results Review session and may inform recommendations within a consulting engagement. The assessment is offered at no charge. Completing the assessment does not obligate you to purchase any Services.

6.4 Assessment Limitations

All assessments administered through our Services are diagnostic and developmental tools. They are not validated for use as hiring tests, clinical evaluations, or legal compliance instruments under employment law. You are solely responsible for ensuring that your use of assessment results complies with applicable employment laws, including the Americans with Disabilities Act (ADA), Title VII, and applicable state and local equivalents.

7. Practice Management System Integrations

7.1 DentalBridge API Integration

TSG Momentum connects to dental practice management systems through DentalBridge, our proprietary integration layer supporting more than 20 PMS platforms. When you activate a PMS integration, you authorize TSG Momentum to access and retrieve operational, scheduling, and production data from your practice management system as scoped by the integration and your permission settings.

7.2 HIPAA Compliance and Required Business Associate Agreement

The Smart Guides LLC is HIPAA compliant and recognizes that dental practices are HIPAA-covered entities. Because DentalBridge integrations may involve access to or transmission of data containing Protected Health Information (PHI) as defined under HIPAA and its implementing regulations, a fully executed Business Associate Agreement (BAA) between your practice and The Smart Guides LLC is required before any PMS integration is activated.

We will not enable DentalBridge integrations for any client who has not executed a BAA with us. If you have not yet received or executed your BAA, contact us at mina+legal@thesmartguides.com before proceeding with integration setup. Our BAA governs permitted uses and disclosures of PHI, our security obligations, breach notification responsibilities, and the rights and obligations of both parties under the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule.

Our HIPAA compliance program includes administrative safeguards (designated privacy and security officers, workforce training, and access management policies), physical safeguards (facility and workstation controls), and technical safeguards (encryption in transit and at rest, audit controls, and automatic logoff). We conduct regular risk assessments and maintain incident response and breach notification procedures consistent with federal requirements.

7.3 Your Authorization and Responsibility

By activating a PMS integration, you represent and warrant that: (a) you have executed a Business Associate Agreement with The Smart Guides LLC; (b) you are authorized to grant third-party access to your practice management system under your PMS vendor's terms of service; (c) you have reviewed and approved the scope of data the integration retrieves; and (d) you will promptly notify us at mina+legal@thesmartguides.com if you become aware of any unauthorized access to or disclosure of PHI transmitted through TSG Momentum so we can fulfill our joint obligations under the HIPAA Breach Notification Rule.

7.4 Third-Party PMS Vendors

TSG has no control over and bears no responsibility for the terms, availability, security, or data practices of third-party practice management systems. Changes made by PMS vendors to their APIs or access policies may affect the functionality of DentalBridge integrations. We will make commercially reasonable efforts to maintain integrations but cannot guarantee uninterrupted integration availability.

8. Fees, Billing, and Payment

8.1 Subscription Fees

Subscription fees are charged in advance on a monthly or annual basis, depending on the billing cycle you select at signup. Annual Subscriptions receive a 10% discount compared to monthly billing. All fees are stated in U.S. dollars. Current pricing for all plan tiers is available at tsgmomentum.com and on our Services page.

8.2 Consulting Fees

Consulting fees are defined in your Statement of Work or engagement letter. Payment schedules, milestone billing, and retainer arrangements are specified in those documents. Consulting fees are due as stated in your engagement agreement. Overdue consulting fees are subject to a late payment charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by Florida law, whichever is less.

8.3 Payment Processing

Subscription payments are processed by Stripe, our third-party payment processor. By providing payment information, you authorize us to charge your payment method for all applicable fees. You represent that you are authorized to use the payment method provided. We do not store your full payment card information — this is handled by Stripe in accordance with PCI-DSS standards.

8.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. For monthly Subscriptions, cancellation must be received at least 5 business days before the next billing date. For annual Subscriptions, cancellation must be received at least 30 days before the renewal date. We will provide renewal reminders for annual Subscriptions.

8.5 Price Changes

We reserve the right to change Subscription pricing. For existing Subscribers, price changes take effect at the start of the next billing period following at least 30 days' written notice. If you do not agree to a price change, you may cancel your Subscription before the new price takes effect.

8.6 Taxes

Fees do not include applicable taxes. You are responsible for all sales, use, value-added, or other taxes applicable to your Subscription or Services, excluding taxes on our net income. Where required by law, we will collect and remit applicable taxes.

8.7 Disputed Charges

If you believe a charge is incorrect, contact us at mina+billing@thesmartguides.com within 30 days of the charge. We will investigate and resolve legitimate billing disputes in good faith. Initiating a chargeback with your payment provider without first contacting us to resolve the dispute may result in suspension of your account pending resolution.

9. Cancellation, Termination, and Refunds

9.1 Cancellation by You

You may cancel your TSG Momentum Subscription at any time through your account settings or by contacting mina+support@thesmartguides.com. Cancellation takes effect at the end of your current billing period. You will retain access to the Platform through the end of the period for which you have paid. We do not provide prorated refunds for partial billing periods on monthly Subscriptions.

9.2 Annual Subscription Cancellation

If you cancel an annual Subscription after the first 30 days, you will not receive a refund for the remaining months. If you cancel within the first 30 days of an annual Subscription and have not materially used the Platform or onboarding services, you may request a prorated refund at our discretion. Setup fees are non-refundable once onboarding has commenced.

9.3 Consulting Engagement Cancellation

Cancellation terms for Consulting Services are defined in your Statement of Work or engagement letter. Generally: (a) fees for work already completed or in progress at the time of cancellation are non-refundable; (b) cancellation of a consulting engagement does not cancel a separate Platform Subscription; and (c) we will provide reasonable transition support to minimize disruption when an engagement concludes.

9.4 Termination by The Smart Guides

We reserve the right to suspend or terminate your access to the Services, with or without notice, if: (a) you materially breach these Terms and fail to cure the breach within 10 business days of written notice; (b) you fail to pay fees when due; (c) you use the Services in a manner that violates applicable law or creates legal risk for The Smart Guides; (d) you engage in abusive behavior toward our team; or (e) we determine in good faith that continued provision of Services creates material risk.

9.5 Effect of Termination

Upon termination or expiration of your Subscription: (a) your license to access TSG Momentum immediately ends; (b) you may request an export of your data within 30 days of termination, after which we may delete your Content in accordance with our data retention schedule; (c) all accrued and unpaid fees remain due; and (d) provisions of these Terms that by their nature should survive termination will survive, including Sections 10, 11, 12, 13, 14, and 16.

10. Intellectual Property

10.1 Our Intellectual Property

The Smart Guides LLC owns all right, title, and interest in and to: (a) the TSG Method, including all methodology frameworks, phase structures, meeting cadence designs, KPI frameworks, rock-setting processes, and accountability systems; (b) TSG Momentum, including its software code, architecture, user interface, design, features, and functionality; (c) DentalBridge and its integration architecture; (d) the Business Value Health Assessment and all associated diagnostic frameworks; (e) all content, training materials, templates, guides, and resources we create and provide; and (f) The Smart Guides name, logo, TSG Momentum name and mark, and all associated branding.

Nothing in these Terms transfers any ownership of our Intellectual Property to you. The licenses granted in these Terms are limited licenses to use, not ownership rights.

10.2 Your Content

You retain ownership of the Content you upload to TSG Momentum or share with us in connection with our Services, including your practice's financial data, operational data, and team information. By uploading Content to TSG Momentum, you grant The Smart Guides a limited, non-exclusive license to access, store, process, and use your Content solely as necessary to provide the Services to you.

10.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding our Services or Platform, you grant us the right to use that feedback without restriction, attribution, or compensation. We are not obligated to implement feedback, but if we do, it becomes part of our Intellectual Property.

10.4 Aggregate and Anonymized Data

We may use aggregated, anonymized, and de-identified data derived from use of our Services for benchmarking, product improvement, research, and marketing purposes. This data will not identify you or your practice individually.

11. Confidentiality

11.1 Definition of Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. This includes: for you — your practice's financial data, patient volume information, team structure, strategic plans, and business performance data; for The Smart Guides — the TSG Method, Platform architecture, pricing structures, business strategies, and client information.

11.2 Obligations

Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use Confidential Information only to fulfill obligations or exercise rights under these Terms; (c) not disclose Confidential Information to third parties without prior written consent, except to employees, contractors, or advisors who need to know it and are bound by equivalent confidentiality obligations; and (d) protect Confidential Information using at least the same degree of care used for its own confidential information, and no less than reasonable care.

11.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was known to the receiving party before disclosure without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the disclosing party gives reasonable advance notice to enable the other party to seek a protective order.

11.4 Survival

Confidentiality obligations survive termination of these Terms for a period of three (3) years, except for trade secrets, which remain confidential indefinitely.

12. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You specifically agree NOT to:

• Use the Platform or Services to transmit, store, or process Protected Health Information (PHI) beyond what is authorized under applicable law and any executed Business Associate Agreement.
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from TSG Momentum or any component thereof.
• Use automated scripts, bots, scrapers, or data mining tools to access, extract, or index Platform content without our express written permission.
• Attempt to gain unauthorized access to other users' accounts, our systems, or any network connected to our Services.
• Transmit malware, viruses, ransomware, or any malicious code through our Platform or communications channels.
• Use our Services to harass, threaten, defame, or harm any person.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use our Services or Intellectual Property to build a competing product or service.
• Resell, sublicense, or make our Services available to third parties outside your authorized practice without written permission.
• Use our Services in any manner that violates applicable federal, state, or local law, including healthcare regulations, employment law, and data protection law.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your access without refund.

13. Disclaimers of Warranties

THE FOLLOWING DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS. PLEASE READ THEM CAREFULLY.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SMART GUIDES DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS OR ACHIEVE PARTICULAR REVENUE, PROFITABILITY, OR GROWTH OUTCOMES;
• WARRANTIES THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION, ERROR, OR DATA LOSS;
• WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF FINANCIAL OR OPERATIONAL DATA PROCESSED THROUGH THE PLATFORM;
• WARRANTIES REGARDING THE RESULTS OF CONSULTING ENGAGEMENTS OR THE APPLICABILITY OF OUR METHODOLOGY TO YOUR SPECIFIC PRACTICE SITUATION.

Our Services are management and operational tools. They do not constitute legal, financial, accounting, medical, or human resources advice. You should consult qualified professionals for advice in those domains as applicable to your situation.

14. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

14.1 Exclusion of Consequential Damages

IN NO EVENT WILL THE SMART GUIDES LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, ADVISORS, OR CONTRACTORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

14.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO THE SMART GUIDES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

14.3 Essential Basis

The limitations and exclusions in this Section reflect a reasonable allocation of risk between the parties and are an essential element of the basis of the bargain between us. The Smart Guides would not provide the Services on the terms stated in these Terms without these limitations.

14.4 Exceptions

Nothing in these Terms limits liability for: (a) gross negligence or intentional misconduct by The Smart Guides; (b) death or personal injury caused by our negligence; or (c) fraud or fraudulent misrepresentation.

15. Indemnification

You agree to defend, indemnify, and hold harmless The Smart Guides LLC, its members, managers, employees, advisors, contractors, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services in violation of these Terms or applicable law;
• Your Content, including any claim that your Content infringes a third party's intellectual property rights or violates applicable privacy law;
• Your unauthorized transmission of PHI through our Platform;
• Your use of assessment results in violation of applicable employment law;
• Any breach of your representations, warranties, or obligations under these Terms;
• Any dispute between you and a third party, including your PMS vendor, team members, or patients, arising from your use of our Services.

16. Dispute Resolution

16.1 Informal Resolution First

Before initiating any formal dispute process, you agree to contact us at mina+legal@thesmartguides.com and describe your dispute in reasonable detail. We will respond within 15 business days. The parties agree to negotiate in good faith for at least 30 days before pursuing formal proceedings. Many disputes are resolved efficiently through direct communication, and we prefer this approach.

16.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or our Services — including disputes regarding formation, interpretation, breach, enforcement, or termination — will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Hillsborough or Pasco County, Florida, or virtually by mutual agreement. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Exceptions to Arbitration

Notwithstanding the arbitration agreement, either party may seek: (a) emergency injunctive or provisional relief in a court of competent jurisdiction to prevent irreparable harm, including to protect Intellectual Property or Confidential Information; and (b) small claims court relief for disputes within that court's jurisdictional limits.

16.4 Class Action Waiver

YOU AND THE SMART GUIDES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

16.5 Governing Law

These Terms and any disputes arising hereunder are governed by the laws of the State of Florida, without regard to its conflict of law provisions. The Florida Arbitration Code governs arbitration proceedings to the extent not governed by the AAA rules.

17. Privacy

Your use of our Services is also governed by our Privacy Policy, available at thesmartguides.com/privacy, which is incorporated into these Terms by reference. By using our Services, you consent to the data practices described in our Privacy Policy. If there is any conflict between the Privacy Policy and these Terms regarding privacy matters, the Privacy Policy controls.

18. Third-Party Services and Links

Our Services may integrate with, link to, or depend on third-party services including practice management systems, accounting software, payment processors, and assessment providers. These third-party services are governed by their own terms and privacy policies. We do not control and are not responsible for: (a) the content, functionality, or data practices of third-party services; (b) changes third parties make to their services or APIs that affect our integrations; or (c) any losses or damages arising from your use of or reliance on third-party services.

Links to third-party websites on our Site are provided for convenience only and do not constitute an endorsement. We encourage you to review the terms and privacy policies of any third-party services you use in connection with our Platform.

19. Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond that party's reasonable control, including acts of God, natural disasters, pandemics, government orders, internet or telecommunications failures, third-party service outages, labor disputes, or civil disturbances. The affected party must provide prompt written notice and make reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected Services without penalty.

20. Modifications to These Terms

20.1 Notice of Changes

We reserve the right to modify these Terms at any time. When we make material changes, we will: (a) post the updated Terms on our website with a revised effective date; (b) notify active Subscribers and consulting clients via email at least 30 days before the changes take effect; and (c) for changes that materially increase your obligations or reduce your rights, provide you the opportunity to cancel without penalty within that 30-day notice period.

20.2 Acceptance of Changes

Your continued use of our Services after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to updated Terms, you must stop using our Services and provide written notice of cancellation before the effective date.

21. General Provisions

21.1 Entire Agreement

These Terms, together with our Privacy Policy and any Statement of Work, engagement letter, or order form executed by the parties, constitute the entire agreement between you and The Smart Guides LLC with respect to the Services and supersede all prior agreements, representations, and understandings.

21.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, it will be severed from these Terms. The remaining provisions will remain in full force and effect.

21.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future. No waiver of any provision will be effective unless in writing and signed by an authorized representative of The Smart Guides LLC.

21.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided we give you notice. These Terms bind and inure to the benefit of the parties' successors and permitted assigns.

21.5 Notices

Notices to The Smart Guides must be sent to mina+legal@thesmartguides.com or by certified mail to our registered address in Wesley Chapel, Florida. Notices to you will be sent to the email address associated with your account. Notices are effective upon receipt or, for email, upon sending to the address of record without a delivery failure notification.

21.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms creates any right or benefit for any third party.

21.7 Headings

Section headings are for convenience only and have no legal effect on the interpretation of these Terms.

22. Contact Information

For questions, notices, or concerns regarding these Terms and Conditions, contact us at:

The Smart Guides LLC
Wesley Chapel, Florida

• General inquiries: mina+info@thesmartguides.com
• Billing: mina+billing@thesmartguides.com
• Legal & privacy: mina+legal@thesmartguides.com
• Platform support: mina+support@thesmartguides.com
• Website: www.thesmartguides.com

We will respond to all legitimate inquiries within 10 business days.

© 2025 The Smart Guides LLC. All rights reserved.

These Terms and Conditions were prepared for The Smart Guides LLC and reflect its specific services and business model.