Terms of service
Revision Date: July 7, 2026
Welcome to Smith-Atlas LLC. Smith-Atlas LLC, an Idaho limited liability company ("we," "us," "our," or "Licensor"), operates this store and Website at www.smith-atlas.com, including all related information, content, features, tools, products, and services, in order to provide you with a curated experience (the "Services").
These Terms of Service ("Agreement") govern your access to and use of our Services. By visiting our Website or licensing our products, you ("you," "your," "User," or "Licensee") agree to be bound by this Agreement. If you do not agree to all terms and conditions of this Agreement, you may not access the website or use any Services.
1. Definitions
1.1 Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with the Licensee. For purposes of this definition, "control" means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
1.2 Confidential Information: All Licensed Works, materials, documentation, and data provided by us, which are marked or otherwise designated as confidential (including notices in the header and footer of digital downloads), as well as any other proprietary information we share with you.
1.3 Consulting Services: Professional advisory or implementation services that may be offered by us from time to time.
1.4 Licensed Works: Digital downloads, including instructions, documentation, and materials for building various artificial intelligence and other tools, provided by us.
1.5 Licensee: The specific individual or entity (including Affiliates) licensing the Licensed Works.
1.6 Website: Our website and storefront located at www.smith-atlas.com and all related subdomains.
2. Eligibility and Privacy
2.1 Eligibility and Capacity to Contract: By accessing the Website or licensing the Licensed Works, you represent and warrant that you are at least the age of majority in your jurisdiction of residence and possess the legal authority to bind yourself or your enterprise, entity, or organization to this Agreement.
2.2 Privacy Policy: Your submission of personal information through the store and Website is governed by our Privacy Policy, which is incorporated into this Agreement by reference. Please review our Privacy Policy at www.smith-atlas.com/policies/privacy-policy to understand our practices.
3. General Website Use
3.1 Acceptable Use: You may use our Website strictly for lawful purposes. You agree not to use the Website to solicit others to perform unlawful acts, to violate any international, federal, or state laws or regulations, to infringe upon our intellectual property rights, or to upload viruses or malicious code that will affect the functionality or operation of the Services.
3.2 Website Content: All content on the Website (excluding the Licensed Works, which are governed by Section 4), including text, graphics, logos, and images, is the property of Smith-Atlas LLC and is protected by copyright and other intellectual property laws.
4. Grant of License (Digital Downloads)
4.1 Scope of License: Upon receipt of full payment, we grant you (as the Licensee) a perpetual, worldwide, non-exclusive, royalty-free, non-sublicensable (except to Affiliates), and enterprise-wide license to use, reproduce, and implement the Licensed Works for internal business purposes.
4.2 Permitted Use: Subject to the confidentiality obligations herein, you and your Affiliates may alter, modify, or adapt the Licensed Works solely to (a) interact efficiently with your chosen internal AI solutions and (b) follow specific guidance in the Licensed Works.
4.3 Restrictions: You shall not sell, resell, sublicense, distribute, or publicly share the Licensed Works or any derivative works thereof with third parties outside of your enterprise or your Affiliates without our prior written approval from us.
4.4 Ownership: We retain all underlying rights, title, and interest, including all copyrights, in the original Licensed Works. All transactions for Licensed Works are strictly for the license of such works, not a transfer of ownership or a traditional purchase of goods.
5. Confidentiality
5.1 Protection of Information: The Licensed Works and all related materials we provide are the proprietary and Confidential Information of Smith-Atlas LLC. While you and your Affiliates are granted the right to use the materials in accordance with Section 4, Grant of License (Digital Downloads), you expressly agree to treat and protect the Licensed Works as the Confidential Information of Smith-Atlas LLC.
5.2 Non-Disclosure: You shall not disclose, publish, distribute, or otherwise make available Smith-Atlas LLC’s Confidential Information to any third party without the prior written from us. You agree to use the same degree of care to protect our Confidential Information as you use to protect your own confidential information of a similar nature, but in no event less than reasonable care. You shall be responsible for any breach of these confidentiality obligations by you or your Affiliates.
6. Consulting Services
6.1 Applicability: If you engage us for any Consulting Services, including technical support, training, or implementation consulting, such work will be governed by a separate Statement of Work ("SOW") or master services agreement. In the event of a conflict between this Agreement and a signed SOW or master services agreement, the terms of the SOW or master services agreement shall prevail for those specific services.
7. Fees and Payments
7.1 Payment Terms: In consideration for the Licensed Works or Services, you shall pay the fees set forth on the Website at the time of checkout. The license rights granted herein shall not become effective until payment has been successfully processed and accepted by us. All amounts are payable in U.S. dollars.
7.2 Refunds: Due to the digital nature of the Licensed Works, all license transactions are final and non-refundable unless expressly listed as refundable in the Licensed Works' description or otherwise required by law.
7.3 Taxes: All fees are exclusive of applicable federal, state, local, or other governmental sales, use, value-added, or other taxes, fees, or charges ("Taxes"). You are responsible for all Taxes associated with your license of the Licensed Works or use of the Services, excluding any taxes based solely on our net income.
8. Disclaimers and Waiver of Claims
8.1 AS-IS PROVISION: THE SERVICES, INCLUDING THE LICENSED WORKS, THE WEBSITE, AND THE CONSULTING SERVICES ARE PROVIDED STRICTLY “AS IS, WHERE IS” WITHOUT ANY WARRANTY OR GUARANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND INTELLECTUAL PROPERTY NON-INFRINGEMENT.
8.2 WAIVER OF CLAIMS: WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE LICENSED WORKS WILL NOT INFRINGE UPON ANY THIRD-PARTY PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU WAIVE YOUR RIGHTS TO ANY AND ALL CLAIMS OR SUITS AGAINST US ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES. IN NO EVENT SHALL SMITH-ATLAS LLC OR ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 NOT LEGAL ADVICE: THE REDLINES, COMMENTS, AND AI-GENERATED OUTPUTS PRODUCED BY CERTAIN LICENSED WORKS ARE INTENDED FOR INFORMATIONAL, DRAFTING, AND WORKFLOW EFFICIENCY PURPOSES ONLY. THE OUTPUT GENERATED BY THE LICENSED WORKS DOES NOT CONSTITUTE LEGAL ADVICE, LEGAL OPINIONS, OR LEGAL SERVICES. YOU SHOULD NOT ACT OR RELY ON THE LICENSED WORKS’ OUTPUT WITHOUT FIRST SEEKING THE ADVICE OF YOUR OWN QUALIFIED LEGAL COUNSEL. ALL AI-GENERATED REDLINES AND COMMENTS MUST BE INDEPENDENTLY REVIEWED AND VERIFIED BY A HUMAN PROFESSIONAL BEFORE ANY CONTRACT IS FINALIZED OR EXECUTED.
8.4 NO ATTORNEY-CLIENT RELATIONSHIP: USING THE LICENSED WORKS DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU (OR YOUR COMPANY OR AFFILIATES), SMITH-ATLAS LLC, OR ANY OF SMITH-ATLAS LLC’S OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS.
9. Liability and Indemnification
9.1 Indemnification: To the maximum extent permitted by applicable law, you shall indemnify, defend, and hold harmless Smith-Atlas LLC, its owners, officers, employees, contractors, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your or your Affiliates' use, modification, or implementation of the Licensed Works or Services, or any breach of your confidentiality obligations. Nothing in this Agreement waives sovereign immunity or other legal protections applicable to you or us.
9.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC LICENSED WORKS OR SERVICES GIVING RISE TO THE CLAIM.
10. Third-Party Platforms and Security
10.1 Platform Disclaimer: We utilize a third-party e-commerce platform (Shopify) and other vendors to host the Website and process payments. You acknowledge that we cannot guarantee the absolute security of data transmitted over the internet or stored by third parties, and we shall not be liable for any breach of your data occurring through these third-party systems.
11. Term and Termination
11.1 Termination for Breach: While the license granted in Section 4, Grant of License (Digital Downloads), is perpetual, we reserve the right to immediately terminate this Agreement and the licenses granted herein without notice if you materially breach any provision of this Agreement, including but not limited to the confidentiality obligations or use restrictions. Upon termination, you must immediately cease all use of the Licensed Works and destroy all copies in your possession.
11.2 Survival: The provisions of this Agreement that by their nature should survive termination shall survive, including, without limitation, Sections 1 (Definitions), 5 (Confidentiality), 7 (Fees and Payments), 8 (Disclaimers and Waiver of Claims), 9 (Liability and Indemnification), 11.2 (Survival), 12 (Governing Law and Venue), and 14 (General Provisions).
12. Governing Law and Venue
12.1 Governing Law and Jurisdiction: This Agreement shall be governed by and construed under the laws of the State of Idaho, United States of America (USA), without regard to its conflicts of law rules. Any claim arising under or related to this Agreement shall be filed and tried exclusively in the State District Court, Ada County, State of Idaho, USA. Notwithstanding the foregoing, if you are a USA sovereign governmental entity (e.g., a state/province), the preceding terms and conditions in this Section 12.1 are hereby deleted; in this singular case, this Agreement shall be governed by the laws of the state/province of the party against whom a claim is brought, and venue shall be proper in state/province of the party against whom a claim is brought.
13. Official Notice
13.1 Notice Requirements: All official notices related to this Agreement shall be in writing and delivered by email. The email subject line must include exactly the following phrase: "Official Notice - [Product Licensed]." Notice shall be deemed effective on the date received.
13.2 Licensor Notice Contact: Notices to us must be sent to matt@smith-atlas.com.
13.3 Licensee Notice Contact: Notices to you will be sent to the email address you provided when licensing the Licensed Works.
14. General Provisions
14.1 Severability: If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.2 No Waiver: No waiver of any breach shall operate as a waiver of any subsequent breach.
14.3 Independent Contractors: The Parties are independent contractors. This Agreement does not create a partnership, joint venture, or employer/employee relationship.
14.4 Export Compliance: The Licensed Works, including instructions for AI tools, may be subject to United States export control laws and regulations. You agree to comply strictly with all such laws and regulations and represent that you are not located in, under the control of, or a national or resident of any embargoed country or any restricted party list. You shall not export, re-export, or transfer the Licensed Works in violation of any U.S. or foreign export laws.
14.5 Assignment: You shall not assign or transfer this Agreement, or any of your rights or obligations hereunder, without our prior written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer by you without such consent from us shall be null and void. We may freely assign this Agreement.
14.6 Force Majeure: Neither Party will be liable for any failure or delay in its performance under this Agreement (except for the obligation to pay fees) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, acts of terrorism, strikes, labor disputes, embargoes, government orders, pandemics, or internet service provider failures.
14.7 Electronic Signatures and Agreement: By visiting the Website, completing the checkout process, or otherwise accessing or licensing the Licensed Works, you agree that such action constitutes a valid electronic signature and forms a legally binding agreement in accordance with applicable electronic signature laws.
14.8 Entire Agreement: This Agreement constitutes the entire understanding between you and us regarding the subject matter herein and supersedes all previous agreements. We reserve the right to update these terms at any time by posting the revised Agreement on the Website.