Terms and Conditions

Please read these Terms and Conditions ("Terms") carefully before engaging SmartAlly.ai. By accepting a proposal, signing an order form, submitting payment, or otherwise using our advisory services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not engage our services.

SmartAlly.ai is an advisory practice operated by The Systemized CEO LLC, doing business as SmartAlly.ai ("SmartAlly," "we," "our," or "us"), based in Louisville, Kentucky. We advise service business owners on diagnosing revenue blockers and building AI-supported sales and operating systems.

1. Acceptance of Terms

By accepting a proposal, signing an order form, submitting payment, or clicking "I Agree," you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines or policies we may post. These Terms apply to you and to any authorized users you designate within your engagement.

Where you and SmartAlly.ai have executed a separate proposal, statement of work, or order form ("Engagement Agreement"), these Terms apply in addition to it. If a term of the Engagement Agreement conflicts with these Terms, the Engagement Agreement controls for that engagement.

2. Advisory Services

SmartAlly.ai provides advisory and implementation services to service business owners. Depending on the scope described in your Engagement Agreement, services may include:

• Diagnostic review of your sales process, pipeline, and revenue data to identify where opportunities are being lost
• AI Audit engagements assessing where AI and automation will produce measurable return, and where they will not
• Design of sales systems, follow-up sequences, pipeline structure, and reporting
• Implementation and configuration of those systems within your technology environment
• Advisory sessions, working sessions, and strategic guidance for you and your team
• Documentation, dashboards, and handover materials so your team can operate the system independently

The specific deliverables, timeline, and fees for your engagement are defined in your Engagement Agreement. Nothing in these Terms obligates SmartAlly.ai to provide services outside that agreed scope.

2.1 Platform Access

Some engagements include access to the SmartAlly.ai platform, a white-labeled software environment powered by GoHighLevel, which we use as the delivery environment for the systems we build with you. Where platform access is included, it is provided for the duration of your engagement and on the terms set out in these Terms, including Sections 6 and 7. Platform features and capabilities are subject to change as the underlying technology evolves.

2.2 Advisory Relationship

SmartAlly.ai acts as an independent advisor. We are not your employee, partner, joint venturer, agent, or fiduciary, and we do not provide legal, tax, accounting, or investment advice. Decisions about your business remain yours. You are responsible for evaluating our recommendations and for the outcomes of the decisions you make.

2.3 One-Time Build Included

Every advisory engagement includes a one-time build. During the engagement sprint, we design, build, and ship the custom assets your system requires, which may include pipelines, workflows, automations, follow-up sequences, forms, funnels, dashboards, and reporting. The build is delivered live and in use, not as a specification handed to you to implement.

Shipping the assets during the sprint is deliberate. Once they are live, performance can be monitored against real activity, which is what allows optimization opportunities to be identified and addressed while we are still working together. The specific assets included in your build are defined in your Engagement Agreement.

The included build covers one design-and-build cycle for the agreed scope. Requests that expand that scope, or that ask for assets to be rebuilt after they have been approved and shipped, are treated as additional build work under Section 2.5.

2.4 Asset Updates After the Engagement

Where your engagement includes platform access, you retain access to 24/7 white-labeled technical support after the engagement ends, for as long as your platform access remains active. Support can assist with updates and adjustments to your existing assets, including edits to workflows, sequences, forms, and reporting, along with troubleshooting and general usage guidance. Support is described further in Section 9.

Support handles maintenance and changes to what already exists. It does not cover new advisory work, strategic redesign, or building new assets from scratch.

2.5 Additional Build Hours

For premium done-for-you work beyond the included build, you may purchase build hours in advance as a bucket. Build hours may be applied to new assets, expanded scope, rebuilds, migrations, or hands-on implementation you would rather not run internally.

• Build hours are purchased in advance at the rate in effect at the time of purchase, and are scheduled subject to our availability.
• Hours are drawn down against time worked, including scoping, building, testing, and revisions.
• Purchased hours are non-refundable and non-transferable, and remain valid for the period stated at the time of purchase.
• Where work is likely to exceed the hours remaining in your bucket, we will tell you before continuing.

3. Fees and Payment

3.1 Engagement Fees

Fees are set out in your Engagement Agreement and may be structured as a fixed project fee, a recurring advisory retainer, or a combination. Build hours purchased under Section 2.5 are billed separately from engagement fees. Recurring fees are billed in advance for each service period. All fees are stated in U.S. dollars and are exclusive of any applicable taxes. Where an engagement continues on a recurring basis, fees are subject to change with reasonable advance written notice, and continued engagement after the notice period constitutes acceptance of the revised fees.

3.2 Payment Processing

Payments are processed securely through Stripe. By submitting payment, you agree to Stripe's Terms of Service and authorize SmartAlly.ai to charge your payment method for all fees due under your Engagement Agreement, including recurring fees on their scheduled dates.

3.3 Late or Failed Payments

If a payment fails, we will attempt to collect it again. If payment cannot be collected after reasonable attempts, we may pause work, suspend platform access, or end the engagement. You are responsible for keeping your payment method valid and current. Work paused for non-payment may be rescheduled subject to our availability.

3.4 No Refunds

Fees are non-refundable. We do not provide refunds, credits, or prorated amounts for partial service periods, unused sessions, deliverables you choose not to implement, or engagements ended early. Advisory work is delivered as capacity and calendar time reserved for you, and that reservation cannot be recovered once committed. If you have questions about fit, raise them before the engagement begins.

4. Ending an Engagement

You may end a recurring advisory engagement at any time by giving written notice to SmartAlly.ai at least thirty (30) days before your next billing date ("30-Day Notice").

• Notice given with less than 30 days' lead time takes effect at the end of the following billing period.
• Services and platform access continue through the end of the period you have paid for.
• Fixed-fee project engagements are payable in full as scheduled, regardless of early termination, unless your Engagement Agreement states otherwise.
• After the engagement ends, your platform account and all associated system builds, workflows, automations, funnels, and configurations will be deactivated and may be permanently deleted.
• SmartAlly.ai is not responsible for data loss following deactivation. See Section 6.2 regarding export.

We may end an engagement on written notice if you materially breach these Terms, fail to pay, or fail to provide the participation described in Section 5 such that the work cannot proceed. Fees already paid remain non-refundable.

To end an engagement, contact us at [email protected] with your account information and request.

5. Client Responsibilities

Advisory work depends on your participation. You agree to:

• Provide timely, accurate access to the data, systems, accounts, and records the work requires
• Make a decision-maker available for scheduled sessions, and give reasonable notice when rescheduling
• Respond to requests for information, review, and approval within the timeframes agreed in your engagement
• Assign an internal owner for anything requiring your team's action
• Maintain your own subscriptions, licenses, and third-party accounts where the work depends on them

Where delays are caused by your side, timelines shift accordingly and any resulting rework or extension may be billed separately. Sessions missed without reasonable notice are treated as delivered.

6. Data Ownership and Portability

6.1 Your Data

You retain full ownership of your data, including:

• All CRM contacts, leads, and customer records you have added
• Email lists and subscriber information
• Course content, digital products, and learning materials you have created or uploaded
• Any files, images, or media you have uploaded

6.2 Data Export

Where your engagement includes platform access, you may export your contact and CRM records at any time while the engagement is active, using standard CSV export. You are responsible for exporting your data before the engagement ends. We strongly recommend exporting everything you need in advance of your final service period.

6.3 System Builds and Configurations

In the course of an engagement, SmartAlly.ai may build workflows, automations, funnels, pipelines, websites, email and SMS sequences, dashboards, and other configurations on your behalf ("System Builds").

System Builds created inside the SmartAlly.ai platform are native to that environment. As with any software platform, they are not portable or transferable outside it. If your engagement ends:

• You will lose access to System Builds, workflows, automations, funnels, and platform-specific configurations held in the SmartAlly.ai platform.
• Those builds cannot be exported, transferred, or replicated into another platform.
• This reflects standard practice for software platforms generally and is not specific to SmartAlly.ai.

Documentation, process maps, and strategy materials we deliver to you as files are yours to keep and use after the engagement ends. Where your engagement runs in a technology environment you own, the builds remain in your environment and are unaffected by the end of the engagement.

7. Acceptable Use

You agree to use our services, and any platform access provided with them, only for lawful purposes and in a manner consistent with all applicable laws and regulations. You agree NOT to use SmartAlly.ai services to:

7.1 Prohibited Industries and Activities

• Promote, sell, or distribute illegal products or services
• Operate or promote illegal gambling, betting, or wagering services
• Market or distribute tobacco, cigarettes, electronic cigarettes, or vaping products
• Sell or distribute weapons, firearms, ammunition, or explosive devices
• Produce, distribute, or promote adult content, pornography, or sexually explicit material
• Operate payday loan, bail bond, or predatory high-interest lending businesses
• Promote or sell unregulated supplements, controlled substances, or illegal drugs
• Engage in pyramid schemes, multi-level marketing fraud, or deceptive get-rich-quick offers
• Conduct political advertising or electoral campaigning without proper authorization
• Promote hate speech, discrimination, or content targeting individuals based on race, ethnicity, religion, gender, sexual orientation, disability, or national origin
• Engage in human trafficking, exploitation, or any form of abuse
• Send unsolicited spam or conduct phishing, spoofing, or deceptive communications
• Scrape, harvest, or misuse data from the platform or third-party sources in violation of applicable law

7.2 Platform Integrity

Where platform access is provided, you agree not to:

• Attempt to gain unauthorized access to any portion of the platform or its related systems
• Reverse engineer, decompile, or attempt to extract the source code of the platform
• Transmit malware, viruses, or any harmful code
• Impersonate SmartAlly.ai, The Systemized CEO LLC, or any other person or entity
• Circumvent or disable any security features

SmartAlly.ai reserves the right to suspend or end any engagement found to be in violation of this section, with or without notice, and without refund.

8. SMS and Text Messaging

8.1 Messages You Receive From SmartAlly.ai

By providing your mobile phone number and giving express written consent, you agree to receive text messages from SmartAlly.ai. These may include appointment and engagement notifications, replies to your inquiries, and promotional messages where you have separately opted in to receive them.

• Consent is not a condition of purchase. You are never required to agree to receive text messages in order to engage our services.
• Message frequency: Message frequency varies. Conversational and engagement-related messages are sent as needed; recurring marketing messages are limited to no more than eight per month.
• Message and data rates: Message and data rates may apply. Contact your wireless provider for details about your plan.
• Opting out: Reply STOP to any message to unsubscribe at any time. You will receive a single confirmation message and no further texts.
• Getting help: Reply HELP to any message, or email [email protected], for assistance.
• Carriers: Carriers are not liable for delayed or undelivered messages.

No mobile information will be sold, rented, or shared with third parties or affiliates for marketing or promotional purposes. Information sharing to subcontractors in support of our services, such as customer service providers and messaging platforms, is permitted. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties. See our Privacy Policy for full details on how we handle your information.

8.2 Messages You Send Using the Platform

Where your engagement includes SMS or email messaging tools, and you use them to message your own contacts, you are the sender of record and you are solely responsible for compliance with all applicable law, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state messaging laws, and applicable carrier and CTIA requirements. You agree that you will:

• Obtain and retain documented express written consent from every recipient before sending them a text message
• Clearly identify your business in every message, and disclose message frequency and that message and data rates may apply at the point of opt-in
• Honor STOP, UNSUBSCRIBE, and other opt-out requests immediately, and respond to HELP requests
• Register your own messaging campaigns (A2P 10DLC) and use them only for the approved use case
• Not send messages in any prohibited category, including those listed in Section 7.1
• Not purchase, rent, scrape, or otherwise use contact lists gathered without the recipient's direct consent

You are responsible for all messages sent from your account. SmartAlly.ai may suspend or terminate messaging privileges or your engagement, without notice and without refund, for any activity that violates these requirements, generates excessive spam complaints, or puts our carrier standing at risk. You agree to indemnify SmartAlly.ai for any claim, fine, or penalty arising from messages you send, as set out in Section 14.

9. Support

Advisory support is delivered through the sessions, response times, and channels described in your Engagement Agreement.

Where your engagement includes platform access, you also receive 24/7 white-labeled technical support through our support partner, Extendly, for platform-related technical questions, troubleshooting, and general usage guidance. This support continues after your engagement ends for as long as your platform access remains active, and is the channel for asset updates described in Section 2.4.

• Technical support is provided via chat, help documentation, and scheduled calls as available through the support portal.
• Technical support does not include advisory work, strategic redesign, custom development, or new build work outside your agreed scope. Those are handled under Section 2.5.
• SmartAlly.ai reserves the right to change its support provider or support delivery method at any time.

10. Intellectual Property

SmartAlly.ai and its licensors retain all intellectual property rights in our methodologies, frameworks, templates, tools, software, technology, branding, and any materials we created before or independently of your engagement. Nothing in these Terms transfers ownership of those to you.

On full payment, you receive a perpetual, non-exclusive, non-transferable license to use the deliverables we produce for you within your own business. You may not resell, license, publish, or distribute our frameworks, templates, or methodologies as your own product or service.

You retain all intellectual property rights in the content, data, and materials you provide or create. By providing content to us or uploading it to the platform, you grant SmartAlly.ai a limited, non-exclusive license to use, host, and display it solely to deliver the services to you.

We may describe the nature of the work and non-confidential results in anonymized form for case studies and marketing. We will not identify you by name or use your logo without your written permission.

11. Confidentiality

Each party agrees to maintain the confidentiality of any non-public, proprietary, or sensitive information shared by the other in connection with the engagement, and to use it only for the purposes of the engagement. You agree not to share your account credentials, system configurations, or any proprietary SmartAlly.ai materials with unauthorized third parties. These obligations continue after the engagement ends.

12. No Guarantee of Results

SmartAlly.ai provides advice, systems, and implementation support. We do not guarantee any specific financial result, revenue figure, conversion rate, close rate, or growth outcome. Any figures, examples, benchmarks, or client results referenced in our materials, on our website, or during an engagement illustrate what has been achieved in specific circumstances and are not a promise or projection of your results.

Outcomes depend on factors outside our control, including your market, your offer, your pricing, your team's execution, your follow-through on recommendations, and general economic conditions. You accept full responsibility for your business decisions and results.

13. Disclaimers and Limitation of Liability

13.1 Services Provided "As Is"

Our services and any platform access are provided on an "as is" and "as available" basis. SmartAlly.ai makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that any platform will be error-free, uninterrupted, or free of security vulnerabilities.

13.2 Limitation of Liability

To the maximum extent permitted by applicable law, SmartAlly.ai, The Systemized CEO LLC, and their officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your engagement, including loss of data, loss of profits or revenue, or business interruption, even if advised of the possibility of such damages.

Our total liability for any claim arising from or related to these Terms or our services shall not exceed the total fees you paid to SmartAlly.ai in the three (3) months preceding the claim.

14. Indemnification

You agree to indemnify, defend, and hold harmless SmartAlly.ai, The Systemized CEO LLC, and their respective officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of our services or any platform access provided; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; (d) any content or communications you upload, send, or transmit; or (e) your implementation of, or failure to implement, our recommendations.

15. Third-Party Services

Our services rely on and may integrate with third-party providers, including GoHighLevel, Stripe, and Extendly. Your use of those services is also subject to their terms of service and privacy policies. SmartAlly.ai is not responsible for the performance, availability, pricing, or actions of any third-party provider, and is not liable for interruptions caused by them.

16. Modifications to Terms

SmartAlly.ai reserves the right to modify these Terms at any time. We will notify active clients of material changes by email or through a notice within the platform. Continued engagement after the effective date of any change constitutes acceptance of the updated Terms. If you do not agree, you must end your engagement in accordance with Section 4 before the changes take effect.

17. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Kentucky, without regard to its conflict of law principles. Any dispute arising from or relating to these Terms or our services shall first be addressed through good-faith negotiation. If a resolution cannot be reached, the dispute shall be resolved by binding arbitration in Louisville, Kentucky, in accordance with the rules of the American Arbitration Association.

18. Entire Agreement

These Terms, together with the SmartAlly.ai Privacy Policy and any Engagement Agreement executed between you and SmartAlly.ai, constitute the entire agreement between the parties with respect to our services and supersede all prior agreements, representations, and understandings. If any provision is found unenforceable, the remaining provisions remain in full force.

19. Contact Us

If you have questions about these Terms, please contact us at: