Legal Notice and Terms of Use

Welcome to the Smart USA Co. (“Smart” or “we”, “us”, “our”, or “ours”) Legal Notice and Terms of Use (the “Terms”). Below are the terms of the legal agreement that apply to our relationship and your use of the Website, Portals and Platform. These Terms should be read alongside our Privacy Policy and Cookies Policy. We also have an Accessibility Notice which can be found here.

You are encouraged to read these Terms carefully. By using the Website, the Portals, and Platform you acknowledge and accept these Terms and any additional terms that may be applicable to any Smart product or service. If you don't accept these Terms, you must not use the Website, Portals, or Platform. On each occasion that you access the Website, Portals, or Platform, you will be deemed to have accepted the Terms as applicable at that time.

We may revise or amend the Terms, so you should check here from time to time for updates.  With the exception of changes to fees, any revisions or amendments to these Terms may take immediate effect upon being placed on the Website.

Definitions

Authorized Person

Any person who is authorized, explicitly or implicitly, and/or instructed by an Employer or a Participant to act on its behalf and/or to use the Platform in any manner, regardless of whether this person has registered with Smart.

Employer

A corporation, partnership, association, governmental entity, individual or other person or body which has and or may sign agreements to utilize our services, including, but not limited to, a plan sponsor, a participating employer, a pooled plan provider, or any affiliate of  the foregoing.  Such Employer shall continue to be an Employer under these Terms until all assets attributable to such Employer’s retirement plan have been transferred from the plan and we no longer have any responsibilities, by contract or by law, with respect to such Employer and its employees and former employees.

Participant

Someone who is eligible for and/or participating in his or her Employer’s retirement plan.  The term Participant also includes a beneficiary or alternate payee.  A  Participant has access to the Platform.  A terminated employee with assets in the plan is a Participant and has access as long as he or she has an account balance on the Platform. 

Portal

A portion of the Website which is accessible by a Participant, Employer, or an authorized person and where such person can review, manage, engage with or otherwise utilize any services from us.

Platform

The Website and any related software tools contained or embedded therein or in any mobile or application versions or derivatives of the Website, including, but not limited to, any mobile applications of any kind.

Smart ‍

Smart provides technology services and benefit-related services through:

Smart USA Co., a company incorporated in Delaware whose office address is 209 10th Avenue S., Suite 525, Nashville, TN  37203

Website‍

Means our Websites www.smartretire.com and any other Website maintained by a Smart affiliate (as applicable).  Where applicable, the term Website also includes any mobile application providing access to the Platform.

You, your, yours

The person to whom these Terms apply includes browsers, guests, Authorized Persons, Employers and Participants.

‍

Access to our platform

‍‍Availability of our Website and platform

We do not guarantee that our Website, any Portal, or our Platform, or any content on it, will always be available or be uninterrupted and we may suspend, withdraw, change or restrict the availability of all or any part of our Website, the Portal or Platform for business, operational, or other reasons without notice.

All information provided on our Website is for general information only.  We do not accept any liability for any damage or loss caused by any use, reliance or information on our Website, including any errors or omissions.

Employers 

This section applies to Employers.

Our obligations to Employers are governed by our contract or other agreement with each Employer.

In return for you, as an Employer, agreeing to be bound by these Terms, Smart grants the Employer a non-transferable, revocable access to the Platform.

You agree that:

(i) where an Authorized Person has been authorized to act on your behalf, we have no obligation or requirement to verify any actions, instructions, or changes made by the Authorized Person, and we shall be entitled to act in accordance with the Authorized Person’s instructions without liability or obligation whatsoever. You must notify us immediately when an Authorized Person is no longer permitted to act on your behalf.  Until such notification is properly received and processed, we may continue to rely on the directions and activities of such Authorized Person;

(ii) you must notify us immediately if any information provided changes, or is inaccurate or incomplete. If an individual is no longer employed by you, you must notify us immediately; and

(iii) you will comply with these Terms, all provisions of an applicable retirement plan document and service agreement (s) and any applicable regulatory or statutory obligation.

Nothing in these Terms shall be interpreted or taken to mean that Smart is responsible for your compliance with the Internal Revenue Code, the Employee Retirement Income Security Act, or any other legal requirements or obligations (including, but not limited to, tax reporting on an international, Federal, state, or local level). Each Employer remains solely liable for all such adherence and compliance including keeping any Participant or employee information up to date.

Participants 

This section applies to Participants.

When you become eligible for or are automatically enrolled as a Participant in a retirement plan on the Platform, you will be issued access information to use a Participant Portal as soon as administratively practical.

In return for you agreeing to be bound by these Terms, Smart grants you access to use the Participant Portal.

Other than in respect of personal information which will be treated in accordance with the Privacy Statement that appears on the Website, if you provide information to us, you agree that we have unlimited rights to such information and that we may use such information in any way we choose. Such information shall be deemed to be non-confidential.

Authorized Persons 

This section applies to Authorized Persons.

By acting as an Authorized Person, you agree that:

(i) you are legally entitled and authorized to act on behalf of an Employer or Participant as documented in your relevant account on the Platform. If you are not already registered as an Authorized Person,you must register with Smart;

(ii) an Administrator (Primary Administrator) can add another Administrator (Secondary Administrator) to manage the Employers listed in the Primary Administrator's account by sending an invitation through the Platform.

(iii) the Primary Administrator acknowledges and confirms that he or she retains all responsibility and liability for any actions undertaken in his or her account (including any transfers, additions, changes, or deletions of information or data) whether or not such action was undertaken by the Primary Administrator, or by the Secondary Administrator. A Primary Administrator can revoke the Secondary Administrator's access to its account at any time;

(iv) you will keep account information accurate and up-to-date. You must notify Smart immediately if any of the information provided changes, is inaccurate, or is incomplete.

Unauthorized access

If you choose, or are provided with, a user identification code, password, or other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party.  Smart has the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any provision of these Terms.

You must use all reasonable efforts to prevent any unauthorized access to, or use, of the Participant Portal or the Platform, and in the event of becoming aware of such unauthorized access or use, promptly notify us.

Prohibited use

You may use our Platform only for lawful purposes.  You may not use our Website:

• in any way that breaches any applicable local, national or international law or regulation
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect
• to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or
• to make unauthorized attempts to access any of our systems or third party networks
  

Intellectual property rights

Our Website, each Portal, and Platform, including any information or material displayed on its pages, are the property of Smart unless otherwise stated. You must not copy, modify, duplicate, decompile, reverse compile, disassemble, reverse engineer or create any derivative works of any content from our Website, Participant Portal or Platform, unless expressly permitted by Smart. You must not access any or part of the Participant Portal or Platform in order to build a product or service that competes with the Platform or the Plan, or to use the Participant Portal Platform (or any part of it) to provide services to third parties.

“Smart” and “Smart Pension” including the Smart logo are UK registered trademarks and European Union trademarks of Smart Pension Limited, and our application is pending in the US. Use of any of our trademarks or logos without our prior written permission is prohibited.

External links and partnerships 

Our Website, a Portal or Platform may contain links to other websites or services provided by third parties.  We have no control over the content or security of such websites. We do not endorse or make any representations about the suitability or appropriateness of services or material provided by third parties nor the security of any third party website. We do not accept any liability for your use of third party websites or services.

We may offer services or products from third parties through partnerships with other organizations from time to time. Your use of these services or products will be governed by separate terms and conditions with that third party and we do not accept any liability for any use of such services or products.

No endorsement or approval of any third parties or their advice, opinions, information, products or services is expressed or implied by any information on our Website.

If you use a virtual assistant (for example (but not limited to) Amazon Alexa or Google Home) to access the Participant Portal or Platform, you agree that:

• any communication between us and you via the virtual assistant will be treated as a communication authorized by you
• your use of the virtual assistant is subject to the agreements you have in place with the provider of the virtual assistant service, including in relation to the use of software and the security settings applicable to your compatible device; and
• you are responsible for how you use the virtual assistant on your compatible device and assume all risks for your use of the virtual assistant. We do not accept liability for any loss, costs, claims, expenses or liability you may incur as a result of your misuse of the virtual assistant, including any breach of virtual assistant’s own terms and conditions.

Social Media 

We may provide links to various social media channels for general communication purposes from time to time, including LinkedIn.

We are not responsible for any information posted on those websites unless we posted it ourselves. We use them as channels of communication - we don't endorse the social media platforms themselves, nor do we endorse any information posted on them by third parties or other users.

We will not use any social media channels to respond to Participant or Employer queries or complaints. If you require any assistance related to a Portal or Platform, please contact inquiries@smartretire.com.

Advice 

We do not provide any financial, regulatory, legal, tax or investment advice. Nothing on our Website should be construed as financial, regulatory, legal, tax or investment advice.

Liability 

The Website, a Portal, and Platform are provided on an “as is” basis. To the fullest extent permitted by applicable law, we hereby disclaim, make no representations or warranties, either express or implied, of any kind, including without limitation:

(i) any implied representations, conditions or warranties of merchantability, satisfactory quality, fitness for a specific purpose, title or non-infringement;

(ii) that the Website, a Portal, or Platform, will meet your requirements, always be available, accessible, uninterrupted, secure, free of error or omission, or will contain any particular features or functionality; or

(ii) any implied warranties arising from the course of dealing or usage.

We cannot accept liability for any losses or damage caused by errors or omissions in any information, instructions or scripts provided to us by a Participant, an Authorized Person, Employer or its/their representatives, or any actions taken by us at such parties' direction.  We do not have any liability for any losses or damages caused if, for any reason, the Website, a Portal, or Platform is unavailable at any time or for any period.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, our Website, or your use of or reliance on any content displayed on our Website.  We will not be liable for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, or any indirect or consequential loss or damage.

A summary of the benefits provided under a retirement plan is contained in the summary plan description for the retirement plan, as applicable. Full details are provided in the plan document, which governs the operation of the plan. In the event that the content of this Website or any oral representations made by any person regarding the plan conflict with or are inconsistent with the provisions of the governing plan documents, the provisions of the governing plan documents are controlling. The information presented on this Website is not intended to create, nor is it to be construed to create, a contract between (1) an Employer or Smart and (2) any one of the Employer's employees or any Participants. Each Employer reserves the right to amend, modify, suspend, replace or terminate any of its plans, policies or programs, in whole or in part, including any level or form of contributions, by appropriate company action, without the consent or concurrence of persons affected.

Acceptable Use 

You agree to abide by all applicable laws, regulations and codes of conduct in force from time to time in respect of your use of our Website, a Portal, and Platform. You must not misuse our Website, a Portal, or Platform by knowingly introducing any viruses, worms, trojans or other malicious or technologically harmful material. You must not use a Portal, or Platform to conduct any activity that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory, or racially or ethnically offensive.

You may only use the functionality within a Portal or Platform for the purposes of participation in a benefit plan or facilitating such participation, including the updating of employee records.  You cannot use a Portal or Platform to create, check, confirm, update or amend your own or someone else's directories, customer lists, mailing or prospecting lists (data mining). 

Termination

We may suspend or terminate access to a Portal or the Platform at any time, or where we reasonably believe your account has been accessed improperly or fraudulently.

We may terminate your access to a Portal or the Platform if you are in material or persistent breach of any of your obligations under these Terms and if that breach is capable of remedy and you have failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach.

On termination of these Terms for any reason:

(i) all access granted under these Terms shall immediately terminate and

(ii) any rights and remedies of Smart that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

General Terms 

Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Force majeure

Smart shall have no liability for any breach of these Terms caused by an event or circumstance beyond its reasonable control.

Governing Law 

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United States, the courts of which have exclusive jurisdiction to settle any dispute or claim arising out of or relating to these Terms.

Any questions?

If you wish to contact us for any reason, please inquiries@smartretire.com. 

Last updated: May 12 2022