These Terms of Use ("Terms") govern access to and use of the SmileyDocs platform ("Service"), operated by Addison Myers Group LLC ("SmileyDocs", "we", "us"). By creating an account, signing an order form, or using the Service, the entity you represent ("Customer", "you") agrees to these Terms.
01The Service
SmileyDocs is a hosted platform that stores documents you upload, makes them searchable, generates draft training material and assessment questions from them, hosts forms, and records completion and activity. Features may change over time; we will not materially reduce core functionality during a paid term without notice.
02Accounts and authorised users
- You are responsible for all activity under your account, including that of your authorised users.
- You will keep credentials confidential and notify us promptly at [SECURITY EMAIL] of any suspected unauthorised access.
- Accounts may not be shared between individuals. Named-user or tiered limits, if any, are set out in your order form.
- You are responsible for removing access when a user leaves your organisation.
03Your content
You own your documents. Policies, procedures, manuals, form submissions, training records and anything else you or your users upload or generate through the Service ("Customer Content") remain yours.
You grant us a limited licence to host, process, transmit, display and create derived material from Customer Content solely to provide and support the Service to you. This licence ends when the content is deleted or the agreement terminates, subject to routine backup cycles described in our Privacy Policy.
You represent that you have the rights necessary to upload Customer Content and that doing so does not violate any law, contract, or third-party right.
04Generated material and your responsibility to review
The Service uses automated systems, including third-party AI models, to draft training walkthroughs, questions and explanations from Customer Content. This is the part of these Terms most worth reading carefully.
- Generated material is a draft. It is produced automatically and may be incomplete, mistaken, or unsuitable for your purposes.
- You review before publishing. The Service provides a review step. Generated material is not distributed to your staff until a person authorised by you approves it.
- You are responsible for what you publish. Once approved by you, generated material is treated as your content, and you are responsible for its accuracy, suitability, and compliance with any law or standard that applies to you.
- No compliance guarantee. The Service supports your training and recordkeeping. It does not certify compliance, satisfy any regulatory requirement on your behalf, establish competency, or guarantee the outcome of any audit, survey, examination or inspection.
- Not professional advice. Nothing produced by the Service is legal, clinical, financial, or regulatory advice.
05Acceptable use
You will not, and will not permit anyone to:
- Upload content you lack the right to upload, or content that is unlawful, malicious, or infringing.
- Upload categories of sensitive data the Service is not configured to receive, including [SPECIFY — e.g. payment card data, government identifiers], or protected health information unless a Business Associate Agreement is in effect between us.
- Attempt to breach, probe or circumvent security or access controls, or access another customer's data.
- Reverse engineer, decompile, or attempt to derive source code, except where that restriction is prohibited by law.
- Resell, sublicense, or provide the Service to third parties outside your organisation without our written agreement.
- Use the Service to build a competing product, or to benchmark it for publication without our consent.
- Introduce malware, or use the Service in a way that degrades it for others.
We may suspend access without notice where we reasonably believe continued use presents a security risk or breaches this section. We will restore access promptly once resolved.
06Fees
Fees, billing frequency and term are set out in your order form. Unless stated otherwise: fees are invoiced [FREQUENCY] in advance, due within [N] days, non-refundable except as required by law, and exclusive of taxes. Late amounts may accrue interest at [RATE] or the maximum permitted by law, whichever is lower. We may adjust pricing at renewal with at least [N] days' notice.
07AI features and fair use
The Service includes AI-powered features as part of your subscription, including document assistance, question answering, quiz generation, tutorial generation, summaries, and other AI-assisted functionality.
AI features are provided for normal business and educational use within the limits of the applicable subscription. We do not charge separately for individual AI requests or tokens.
To maintain reliable service and reasonable operating costs for all customers, we may monitor usage and may take reasonable measures if an account engages in excessive, abusive, automated, or unusually high-volume use that materially exceeds normal use by comparable accounts or adversely affects the Service.
If usage materially exceeds normal use, we may, at our discretion and where reasonably appropriate:
- Contact you to discuss usage;
- Apply reasonable temporary rate limits;
- Ask that you move to an appropriate enterprise or custom usage arrangement; or
- For continued excessive or abusive usage, suspend or restrict the affected AI functionality.
We will not impose additional AI usage charges without your agreement.
The purpose of this section is to prevent abuse and to keep AI features broadly available and predictable for customers. It is not intended to limit ordinary use of the Service's AI features, including the generation of quizzes, tutorials, summaries, and other content as part of normal organisational use.
Enterprise AI usage
Enterprise customers may optionally use Bring Your Own AI Key (BYOK) or other supported customer-managed AI infrastructure where available. In such cases, you may be responsible for AI provider charges associated with your own account or infrastructure.
08Our intellectual property
The Service, its software, interfaces, documentation, and the SmileyDocs name and marks are and remain our property. These Terms grant you a non-exclusive, non-transferable right to use the Service during your subscription term, and nothing more.
If you send us feedback or suggestions, we may use them without restriction or obligation.
09Confidentiality
Each party may receive information the other treats as confidential. Each will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors bound by comparable obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed.
10Data protection and security
Our handling of personal data is described in the Privacy Policy. Where you are a covered entity under HIPAA and upload protected health information, a Business Associate Agreement must be executed before that content is uploaded; absent one, you must not upload PHI. Where a Data Processing Addendum is required, [DESCRIBE HOW TO OBTAIN ONE].
We maintain administrative, technical and physical safeguards described at [LINK TO SECURITY PAGE OR TRUST CENTRE]. No system is perfectly secure, and we do not warrant that the Service will be uninterrupted or error-free.
11Availability and support
Target availability, support hours and response times are [STATE, OR SET OUT IN AN SLA REFERENCED HERE]. Planned maintenance will be notified in advance where practical. We may need to perform emergency maintenance without notice.
12Third-party services
The Service relies on third-party providers, including cloud hosting and AI model providers, listed at [LINK TO SUBPROCESSOR LIST]. We remain responsible for their performance of the Service, but we do not control and are not responsible for third-party products you choose to connect to the Service yourself.
13Term, termination and export
- The agreement runs for the term in your order form and renews as stated there.
- Either party may terminate for material breach not cured within [N] days of written notice.
- On termination, your right to use the Service ends. You may export Customer Content for [N] days afterwards, after which we may delete it in line with our retention schedule.
- Sections that by their nature should survive — ownership, confidentiality, disclaimers, liability, indemnity, governing law — survive termination.
14Disclaimers
Except as expressly stated, the Service is provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We do not warrant that generated material will be accurate, complete, or fit for any regulatory purpose.
15Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill, or data, however caused.
Each party's total aggregate liability arising out of or relating to these Terms will not exceed [the fees paid or payable by Customer in the twelve months preceding the event giving rise to the claim]. These limits do not apply to [SPECIFY CARVE-OUTS — e.g. breach of confidentiality, indemnity obligations, fees owed, or liability that cannot lawfully be limited].
16Indemnification
You will defend and indemnify us against third-party claims arising from Customer Content, your use of the Service in breach of these Terms, or your publication of material generated through the Service. We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes a [JURISDICTION] intellectual property right. The indemnified party must give prompt notice, reasonable cooperation, and control of the defence to the indemnifying party.
17Changes to these Terms
We may update these Terms. Material changes will be notified at least [N] days in advance by email or in-product notice. Continued use after the effective date constitutes acceptance. If you object to a material change, your remedy is to terminate before it takes effect [AND RECEIVE A PRO-RATA REFUND — confirm].
18General
These Terms, together with your order form and any addenda, are the entire agreement between the parties on this subject. If a provision is unenforceable, the rest remains in effect. Neither party may assign without the other's consent, except in connection with a merger or sale of substantially all assets. Nothing here creates a partnership, agency or employment relationship. Notices go to the addresses on the order form or to [NOTICE EMAIL].
These Terms are governed by the laws of [STATE — likely North Carolina], without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [COUNTY, STATE]. [CONSIDER: arbitration clause, class-action waiver, jury trial waiver — discuss with counsel.]
19Contact
Addison Myers Group LLC
[MAILING ADDRESS]
legal@smileydocs.com