INTRODUCTION
Welcome to SmartERC.com! These Terms of Service are a written contract (the “Terms”) between you and/or your company (collectively, “you”) and Pinnacle Minds, Inc. DBA Smart ERC (“Company,” “we” or “us”) and apply to your use of our websites and mobile apps. In these Terms, we refer to all our websites and apps as the “Website,” unless we’re only talking about our apps, in which case we refer to them as “Apps.” These Terms apply to your use of the Website as a prospective client; as stated below in the Section entitled “What We Do,” if you enter into a Consulting Fee Agreement with us, our relationship will thereafter be governed by the Consulting Fee Agreement.
If you don’t agree to these Terms, then you must stop using the Website.
ARBITRATION
These Terms contain an “Arbitration Agreement” where you waive your right to a jury trial and to bring a class action.
Arbitration Agreement
Under these Terms, ANY DISPUTE OR CLAIM BETWEEN YOU AND US RELATING TO YOUR USE OF THE WEBSITE, THESE TERMS, THE PRIVACY POLICY, OR ANY OF THE OTHER TERMS AND POLICIES LISTED IN THESE TERMS MUST BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION. This means that we all agree that we will only resolve our legal disputes through arbitration and not in a court of law. Without this Arbitration Agreement, you would have the right to sue in court with a jury trial.
The arbitration shall occur in Los Angeles, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude you or us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction as discussed below.
Governing Law
The laws of California govern these Terms. The arbitrator will apply California law to the claims in the arbitration.
Who pays for the arbitration?
The costs of the arbitration will be split equally between the parties. Unless otherwise provided for in any governing statute, each side will bear its own attorneys’ fees and costs.
Remedies in Aid of Arbitration
Either may seek remedies in aid of arbitration, such as a petition for equitable relief or a motion to compel the other party to honor the arbitration agreement. However, you and we agree that the only courts where we will seek equitable relief—or file any legal proceeding outside of arbitration—are the state and federal courts in Los Angeles, California. This exception for equitable relief does not waive our Arbitration Agreement.
Restriction on Joinder
You and we agree that we will only file claims against each other individually and not as a plaintiff or class member in a representative proceeding. THIS MEANS CLASS ACTIONS ARE NOT ALLOWED.
OUR SERVICES
What We Do
What We Don’t Do
We are not affiliated with, sponsored or endorsed by the IRS or any government agency.
We are not a lead generation company. All businesses who contact us through the Website are handled directly by our Company, Pinnacle Minds, Inc.
We do not give legal, accounting, or investment advice. The content on the Website is provided for informational purposes only. If you have a serious legal or accounting issue, you should contact a licensed professional. Our advice is limited to the financial services we provide, and you can only obtain such services by contacting us and entering into an Engagement Letter. The content on the Website is general in nature and not intended to forecast or promise individual results.
How We Get Paid
Our specific payment terms for each client are set forth in the client’s Consulting Fee Agreement and are dependent upon the services we provide.
Separate Engagement Letter
All clients of our Company are required to enter into a separate written agreement called a “Consulting Fee Agreement,” which governs our business relationship, identifies our respective rights and responsibilities, explains our fee schedule and how and when we are paid, and sets forth the full term and conditions of our engagement. If you and Company enter into a Consulting Fee Agreement, the terms of the Consulting Fee Agreement, and the Master Services Agreement at https://smarterc.com/msa/ incorporated by reference into the Consulting Fee Agreement, shall govern our relationship and supersede any conflicting provision in these Website Terms.
THIRD PARTIES
What are third parties?
Third parties are any person or business other than you or us—in other words, someone who is not a party to this Agreement. Here are a few examples of third parties:
- The IRS. The IRS and other government agencies are third parties. Your dealings with the IRS are governed by the Internal Revenue Code and related laws, rules, and regulations.
- Our vendors. These third parties help us to run the Website. To do so, they may place cookies on your device or have access to your personal information. We address the exchange of information with our third-party vendors in our Privacy Policy.
- Other websites or apps. The Website may contain links to other websites and apps that are operated by third parties. We may have relationships with some of these third parties, while with others, we do not.
Third-Party Content
Third-party Content includes any posts, uploads, messages, opinions, advice, statements, or other information posted to the Website by a third party. Third parties are solely responsible for their own Content. We do not review all third-party Content and do not guarantee that it is accurate, complete, or useful. We are not responsible for your reliance on third-party Content.
Third-Party Websites
The Website may contain links to third-party websites or apps. Some of these third parties may have a business relationship with us while others do not. We do not have control over the content or performance of a third-party website. Except where we’ve expressly indicated an affiliate relationship or other endorsement, we don’t represent or endorse third-party websites, apps, information, goods, or services.
COMMUNICATIONS
Consent to Receive Electronic Messages
You consent to receive electronic communications from us, such as text messages, emails, and phone calls. Where required by law, we will provide you an additional, express opportunity to opt-in to receive such messages. You can always opt out of receiving electronic communications as follows:
- For email, click on the “unsubscribe” link in the email and follow any subsequent directions.
- For text messages, respond STOP.
- For mobile push notifications, change your App permissions in the general settings for your mobile device.
For text messages, standard messaging rates will apply. You agree that all texts, calls, and prerecorded messages may be generated by automated systems for the dialing of telephone numbers.
INTELLECTUAL PROPERTY
Your License to Use the Website
So long as you comply with the terms of this Agreement (including all additional policies linked below), Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Website. This license does not allow you to reproduce, modify, duplicate, copy, sell, resell, distribute, transmit, or otherwise exploit (for any commercial purpose or otherwise) any part of the Website—including the Content of other users—unless you first obtain our written permission. We reserve all rights not expressly granted in this Agreement. If you breach any provision of this Agreement, your license will automatically terminate.
Company’s License to Your Content
You are always the owner of your Content; however, we require a license from you to legally display your Content on the Website. Without this license, we could not allow you to upload any Content, including any reviews of our services. Accordingly, you grant to Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display your Content throughout the world in any media now existing or in the future created.
Use of Your Content to Promote the Website
As we explain above, we may use your reviews and comments to promote the Website and our services. Aside from these reviews and comments, we will not use your Content in advertising without first obtaining your permission.
Our Intellectual Property
Our name, logo, Product names, the Website domain, and all content and other materials available through the Website other than your Content (collectively, the “Company IP”) are trademarks, copyrights, and intellectual property that are owned by Company and our Third Party licensors and suppliers. Nothing in this Agreement grants you any right, title, license, or interest in the Company IP. You shall not at any time, nor shall you assist others to, challenge Company’s right, title, or interest in, or the validity of, the Company IP.
Copyright Infringement and Our DMCA Policy
Just as we ask you and other users to respect our intellectual property rights, we respect that of others. We follow the notice and takedown procedures in the Digital Millennium Copyright Act (“DMCA”).
If you believe Content on the Website violates your copyright, please immediately notify Company by emailing a DMCA takedown notice (“Infringement Notice”) to us at info@smarterc.com. Your Infringement Notice should include all the information described below:
- Identification of your copyrighted work.
- A description of the Content you believe infringes your copyright (the “Infringing Content”). Your description should include enough information about the nature and location of the Infringing Content to allow us to locate it on the Website.
- Your name, address, telephone number, and email address.
- The name, address, telephone number, email address, or other information (for example, username) of the user who posted the Infringing Content.
- A written statement by you that:
- you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by the copyright owner or by law; and
- you declare, under penalty of perjury, that all the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
- Your signature, whether electronic or physical, as the copyright owner or a person authorized to act on behalf of the copyright owner.
You should send your Infringement Notice to info@smarterc.com with the subject line “DMCA Infringement Notice: [INSERT YOUR NAME]”. We will respond to all compliant Infringement Notices by taking any action required under the DMCA.
Please note that the DMCA requires that your Infringement Notice be submitted in good faith. This means you are required to evaluate whether the use of your Content on the Website is a “fair use,” as fair uses are allowed under the law. If you are not sure if the Infringing Content infringes your copyright, you should consult with an attorney. If you submit an Infringement Notice in bad faith, the user who posted the Infringing Content could have legal claims against you.
Infringement Notices are not anonymous. If we act in response to your Infringement Notice—such as by removing the Infringing Content—we will pass on your Infringement Notice to that user to afford them an opportunity to respond.
PROHIBITED CONDUCT
We impose certain restrictions on your use of the Website. You are prohibited from doing any of the following:
- providing false, misleading, or inaccurate information to Company or any other person in connection with the Website;
- impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity;
- modifying or changing the placement and location of any advertisement posted through the Website;
- harvesting or collecting information about users, including email addresses and phone numbers;
- using any engine, software, tool, agent, or other device or mechanism (such as browsers, spiders, robots, avatars, AI, or intelligent agents) to harvest or collect information from the Website for any use, including any use on another website, app, or media;
- accessing content or data not intended for you, or logging into a server or account that you are not authorized to access;
- attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breaching security or authentication measures;
- interfering with the use of the Website by any other user, host, or network, including (without limitation) by submitting malware, exploiting vulnerabilities, or through a DDoS attack;
- forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Website (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); or
- attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used in providing the Website, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions or clicks generated by specific Content and/or the Website.
DISCLAIMERS AND LIMITATIONS
No Warranties
A warranty is a promise made by a business to a consumer about the business’s products or services. The law assumes a business has made certain warranties unless it disclaims them. When a business “disclaims” a warranty, it is the equivalent of saying “we are not making this promise to you.”
UNLESS WE EXPRESSLY WARRANT SOMETHING IN THIS AGREEMENT, WE DISCLAIM ANY AND ALL WARRANTIES TO YOU, INCLUDING EACH OF THE FOLLOWING WARRANTIES: ALL WARRANTIES ARISING BY OPERATION OF LAW OR OTHERWISE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NO ENCUMBRANCE, OR TITLE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.
WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. WE DO NOT WARRANT THAT YOUR ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE WEBSITE WILL FUNCTION ERROR-FREE.
Limitation of Liability
This section limits the types of claims you can bring against us. These limitations help us reduce the risks associated with providing the Website and promoting our services—in fact, we could not provide them otherwise.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST CONTENT OR OTHER DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO MEET ANY DUTY, INCLUDING GOOD FAITH OR REASONABLE CARE. THESE LIMITATIONS APPLY REGARDLESS OF THE FORESEEABILITY OF SUCH DAMAGES.
MISCELLANEOUS PROVISIONS
Minimum Age
You represent and warrant that you are at least 18 years old (or the age of majority in your jurisdiction, if different than 18).
Corporate Use
If you are using the Website on behalf of a company, you further represent and warrant that you are authorized to act on behalf of that company, including by agreeing to binding contracts.
Electronic Notice
You consent to receive notices, disclosures, and other communications electronically at the email address provided to us. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.
Survival
The provisions of this Agreement which, by their nature, should survive termination shall survive such termination, including the sections entitled ARBITRATION, INTELLECTUAL PROPERTY, DISCLAIMERS AND LIMITATIONS, and MISCELLANEOUS PROVISIONS.
Severability
If any provision of this Agreement is declared invalid, void, or unenforceable, then that provision is severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions.
No Waiver
A waiver by either you or Company of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
Independent Contractors
You understand and agree that you and Company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
CHANGES
Internet technology and the applicable laws, rules, and regulations change frequently. We may need to make changes to this Agreement and the Privacy Policy from time to time, including to keep up with changes in the law. If we make a material change, we will notify you in advance so you can decide whether you want to continue using the Website after the change takes effect. Your continued use of the Website after the change constitutes your consent to the updated Agreement or Privacy Policy. It is up to you to keep your email address up to date with us so that you don’t miss any such notifications.
OTHER TERMS AND POLICIES
We take your privacy very seriously. Our Privacy Policy (the “Privacy Policy”) is a part of this Agreement and is incorporated by reference. The Privacy Policy contains details about how information is collected from you through the Website, how it is used and shared with our service providers, and what your rights are with respect to such information. The Privacy Policy is available at https://smarterc.com/privacy-policy/.