Service Agreement

This Service Agreement is part of our Terms & Conditions.

PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE USING ANY SOFTWARE AND SERVICES PROVIDED BY SMOOTHTC.

The Client acknowledges and agrees that Client use of the Services is subject to our complete Terms & Conditions that, in addition to this Service Agreement contain the following Agreements: Terms of Service, Privacy Policy, and Code of Conduct.

RECITALS

WHEREAS, the Client is a licensed real estate agent lawfully conducting business in the state of Tennessee, who abides by those specific laws, rules, regulations, and codes of ethics that are binding to Tennessee real estate brokers and affiliate brokers as set forth in the Tennessee Real Estate Commission, the Real Estate Broker License Act, and the Code of Ethics of the National Association of Realtors® (hereafter “Client” or “Client” or “Realtor” or Realtor®);

WHEREAS, SmoothTC, is a Tennessee limited liability Company, duly incorporated under the laws of the State of Tennessee, that offers real estate transaction coordination services to the Client;

WHEREAS, the Client believes that SmoothTC has the necessary qualifications, experience, and abilities to provide services to the Client; and

WHEREAS, SmoothTC is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations outlined in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and SmoothTC (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SECTION 1: AGREEMENT

Acceptance of Terms. The Client agrees to the following Service Agreement ("Agreement"), which governs the Client's use of all SmoothTC's software, applications, and services (collectively, the "Services" or "STC Services"). As used herein, the terms "SmoothTC", "STC", "Contractor" "us," "we," or "our" mean SmoothTC, any subsidiary or affiliate of SmoothTC, that provides Client any part of the Services, and any employee, agent, independent contractor, designee, or assignee of SmoothTC that we may, at our sole discretion, choose to involve in the provision of the Service (collectively, the "STC Parties”).
Date of Agreement. This Agreement becomes effective upon the earliest of the following actions by the Client: 1) utilization of our website services; 2) registration for VIP Client status; or 3) submission of a transaction. The effective date shall be the date on which any such action occurs.
Binding Agreement. Use of the Services constitutes Client's agreement to be bound by these Terms. If Client does not agree, Client is prohibited from using the Services. If accessing and using the Services on behalf of an entity, Client confirms that Client has the authority to bind that entity to SmoothTC’s Terms & Conditions.
Duration of Agreement. The agreement term commences upon Client acceptance and continues until all Services are completed, subject to earlier termination per these Terms.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN THE CLIENT AGREES TO OUR TERMS & CONDITIONS, THE CLIENT IS AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN THE CLIENT AND ANY OF THE SMOOTHTC PARTIES THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 9: DISPUTE RESOLUTION BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT-OUT OF ARBITRATION).

SECTION 2: THE SERVICES, STC PARTY RESPONSIBILITIES

Services Provided. SmoothTC will provide Transaction Coordination services as requested by the Client as submitted on its website www.smoothtc.com. See Service Details (the "Services"). Before submitting a transaction, the Client is advised to review the Services for any changes related to our designated tasks as SmoothTC may update the Services at any time and without notice. In addition, the Services may include other tasks which the Parties may agree on that, at the sole discretion of SmoothTC, may incur additional charges that shall be agreed upon by the Parties before the service is rendered.
Commencement of Services. For files submitted after 2:00 PM Monday – Friday, SmoothTC will begin work on the file on the next business day. If for any reason, SmoothTC decides not to process your file, you will be informed no less than twenty-four (24) hours after your file has been submitted.
Service Limitations. The Client understands and acknowledges that SmoothTC parties are not authorized to act as real estate licensed individuals and are operating as unlicensed assistants. The Client agrees to supervise all services provided by SmoothTC and acknowledges that they will not request, expect, or accept any service requiring a real estate license from SmoothTC. It is the Client's responsibility to be familiar with, understand, and stay updated on all relevant laws, rules, and regulations regarding the limitations therein.
Professional Advice. Nothing provided by SmoothTC, written or oral, shall be construed by Client as real estate, legal, or tax advice.
Independent Contractor Status. In providing the Services under this Agreement it is expressly agreed that SmoothTC and the STC Parties are acting as independent contractors and not as employees. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a service contract. The Client is not required to pay, or make any contributions to, any social security, local, state, or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Contractor under this Agreement.
Changes to Terms or Services. We may update the Terms at any time, at our sole discretion. If we make material changes to the Terms, we will send an email notification and post a notice of the updated Terms on the Site. It’s important that you review the Terms whenever we update them as they govern your use of the Services. The changes will not be retroactive, and if you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided herein, you must discontinue use of the Services. We may change or discontinue all or any part of the Services, including the types of Services we offer and the pricing for such plans, etc, at any time, at our sole discretion.
Storing Transaction Information. SmoothTC will use its best efforts to provide its Clients with any information related to ordered transactions after the closing of each transaction but is not in any way responsible for storing any information, data, or items related to the transaction which include data, files, documents, emails, SMS’s messages or otherwise. Upon request, at any time during the transaction up until the closing date, the Client can be emailed a Transaction Summary that contains important transaction information, transaction documents, and notes recorded by the STC Party during the transaction.
Calendar Invitation Service. By utilizing the calendar invitation services provided by SmoothTC, you acknowledge and agree that SmoothTC is not liable for the accuracy of any calendar dates provided through its services. Users who subscribe to receive invitations are responsible for verifying the correctness of all dates and times in their calendar invitations sent by SmoothTC. Furthermore, you affirm that you have the authority to bind yourself and any other relevant party to indemnify SmoothTC and agree that SmoothTC is not liable for any errors, omissions, or inaccuracies in the calendar invitations, nor for any consequences arising from such errors, including missed appointments, deadlines, or any other adverse outcomes. You further acknowledge that it is your sole responsibility to ensure that all calendar information is correct and to make necessary adjustments as needed. SmoothTC provides tools and services to facilitate calendar management, but ultimate responsibility rests with YOU. To the maximum extent permitted by applicable law, SmoothTC disclaims any and all liability for damages arising out of or in connection with the use or inability to use the calendar invitation services, including but not limited to direct, indirect, incidental, special, consequential, or punitive damages, even if SmoothTC has been advised of the possibility of such damages.

SECTION 3: CLIENT RESPONSIBILITIES

Client Responsibilities. The Client is responsible for the following requirements:
1. Register VIP. To Register as a VIP Client by submitting requested information via our form located at our website, consenting that such information may be stored for SmoothTC to access when the Client submits a service request;
2. Begin Transaction. To provide all necessary information for each transaction that the STC Party is to perform as specified for the specific transaction services by submitting information via our form located on our website.
3. Due Diligence. Client and his or her Broker retain responsibility for due diligence in their respective capacities on behalf of the Client.
4. Registration and Account Creation. Before using our Services, you will be required to Register VIP, which involves creating an account ("Account") at https://www.smoothtc.com/ (the "Site"). You can do this via the Site through our online registration procedures which we may update from time to time.
5. Accuracy of Account Information. It’s important that you provide us with accurate, complete, and up-to-date brokerage information or otherwise for your Account and you agree to update such information to keep it accurate either when you submit a new transaction or directly on your account page. You are solely responsible for any activities that occur under your Account. You will not (and will not allow any unauthorized use of your username and password. You agree to immediately notify us of any unauthorized use of your Account, any user identification and/or password, or any other breach of security that comes to your knowledge. We will have no liability for any loss or damage arising from your failure to comply with the terms outlined in this Section.

SECTION 4: COMPENSATION FOR SERVICES, INCENTIVES

Service Fees. Client agrees to compensate SmoothTC the following amounts as specified per transaction(s) as follows: See Service Details.
Invoices. Invoices will reflect the amount of the service rendered as of the day and time the transaction was submitted by the Client as published in the Service Details.
Payment Closing Contingency. Client agrees that if a transaction fails to close, Client will not incur charges for transaction coordination services provided. However, Client is contractually obligated to utilize SmoothTC for any subsequent transactions involving the same buyer or seller unless: 1) SmoothTC releases the Payment Closing Contingency for a client via a written communication; or 2) Client terminates TC with cause as stipulated in this Section 6 of this Agreement.
Payment Authorization. The Client hereby authorizes SmoothTC to submit a service invoice for each rendered transaction to be distributed to the respective Title Company who will issue payment to SmoothTC at the closing table. A copy of the invoice will be submitted to the Client prior to distribution to the Title Company. The amount of the invoice will be determined by the pricing schedule located here at the time the Client submitted the service request. The Title Company is authorized to issue a check to SmoothTC for the total amount of each invoice. If the Client does not respond after invoice is submitted for review or disagrees with the invoice amount, the Client must provide notice in writing to info@smoothtc.com to include the amount Client deems appropriate with all supporting evidence. SmoothTC Management will review and issue a refund or bill for additional compensation as found necessary after review. In no event, can the Client instruct the Title Company to deny or withhold payment to SmoothTC for any invoice submitted to the Title Company, and must wait for management's review and determination to conclude no later than ten (10) business days after the Client has submitted appropriate notice.
Payment Terms. Each transaction's invoice is due on the day of closing. The Client agrees to ensure prompt payment of invoices by providing any necessary approvals, documents, and/or signatures required to the respective Title Company, or otherwise, for disbursement to the Contractor. If, for any reason, payment is not issued at the closing table, the Contractor will be responsible for providing a credit card or alternative payment method on the day of closing.
Late Payment Fees. At the sole discretion of SmoothTC, late payments will trigger a fee of 20% per month on the amount still owed.
No Refunds. SmoothTC abides by a strict no-refund policy unless mutually agreed by the parties in writing.
Transaction Credits. Transaction credits accruing to your SmoothTC account, whether obtained through loyalty points, referral bonuses, coupons, or otherwise, hold no cash value and are redeemable solely for transaction services. We retain the right to revoke transaction credits if an account remains inactive for over one year.

SECTION 5: COMPLIANCE

Regulatory Compliance. Client agrees to fully comply with all applicable laws and any other contractual terms that govern its use of the STC Services (and any related interaction or transaction), including those specific laws, rules, regulations, and codes of ethics that binding to Tennessee real estate brokers and affiliate brokers as outlined in the Tennessee Real Estate Commission, the Real Estate Broker license Act, and The Code of Ethics of the National Association of Realtors®.
Code of Conduct. The client agrees to fully comply with SmoothTC’s Code of Conduct.
Compliance with TCA § 62-13 to include Policy Statement Number 93-CPS-001. STC Services and service fees per transaction have been formulated as administrative assistant duties that:
1. Include but are not limited to the following:
  1. Follow up on loan commitments after a contract has been negotiated and generally secure status reports on the loan progress;
  2. Assemble documents for closing;
  3. Secure public information from courthouses, utility districts, etc,
  4. Type contract forms for approval by the licensee and Principal Broker
    1. For Amendments and Addendums after the Contract is Initiated, the Client must either:
      1. Submit a form that includes the exact contractual language that the Client wishes to be inserted into any Amendments, Addendums, and/or contractual documents that are submitted after closing; OR
      2. Be on the telephone dictating to the STC Party the exact words to be inserted into the form; OR
      3. Submit an email with specific instructions.
    2. Client warrants that he or she is the drafter of any document requested to be typed and delivered to the buyer(s) and the seller(s) and will hold STC and the STC Party harmless for any errors that arise thereof.
  5. Deliver documents.
2. Do NOT include, but are not limited to the following:
  1. Negotiate or agree to any commission split or referral fee on behalf of a licensee;
3. Be paid any compensation, which is dependent upon, or directly related to, a real estate transaction other than the payment for all clerical and secretarial activities conducted on behalf of the licensee. An unlicensed assistant cannot be compensated for the performance of duties that require a license.
Unauthorized Practice of Law. Client may not render opinions that would result in liability for the unauthorized practice of law which includes advising his or her TC to relay any information to the buyers and sellers on:
1. The legal rights of parties;
2. The legal effect of documents;
3. The validity of title to real estate;
4. Whether the seller should agree to a contract or deed or take back a mortgage;
5. Whether the buyer should take title in joint tenancy with a spouse, or individually;
6. Whether a promissory note should be with or without recourse;
7. Whether or not a mortgage is assumable.
Advice. The STC Party and Client may discuss privately relating to the transaction at hand, with the STC Party offering advice from his or her education and/or experience, but the Client shall ensure that such communications remain private, and are in no way construed to the buyers or sellers as:
1. Activities that could be construed as the unauthorized practice of law;
2. Legal advice concerning the meaning or effect of any contractual provision (even when using standard form contracts) without deferring to legal counsel;
3. Not encouraging buyers or sellers to seek legal review of any contract where, in the Client’s judgment, such legal guidance is needed;
4. Expressing opinions that may be misconstrued as a legal opinion;
5. Client agrees to indemnify Client transaction coordinator for any liability that may arise for any claim related to the unauthorized practice of law.

SECTION 6: CANCELLATION OF SERVICE, TERMINATION OF AGREEMENT

No Obligation. In no circumstances is the Client obligated to use SmoothTC for services nor is SmoothTC obligated to render services to Client. This Agreement covers the process that must be followed when the Client submits a service transaction.
Cancellation of Service Request. Our general policy is that once you submit a transaction and a STC Party begins work on the file, your purchase is final and you will not be able to cancel or receive a refund for your transaction. We reserve the right to cancel your Transaction. If we cancel your Transaction, for any reason other than non-payment or with cause, we will cancel on our books all but the pro-rated amount due for services rendered. If Client cancels the Contract for any reason unless herein, SmoothTC reserves the right to impose a full transaction fee for any transaction services.
Termination without Cause. Either party may terminate this Agreement without cause and without notice provided, there are no outstanding invoices and open transactions.
1. Process and Fees - Termination without Cause. If a Client with an outstanding invoice seeks termination, the Agreement will terminate upon payment of the invoice and any outstanding fees associated thereto. In the case of an open transaction, the Client may terminate this Agreement upon the conclusion of the transaction after settling the final invoice. In no future circumstances is either the Client obligated to use SmoothTC for services nor is SmothTC obligated to render services to the Client, but most follow these terms for pending transactions.
  1. Notice - SmoothTC. If SmoothTC determines that the Client is not a good fit for its business, SmoothTC will provide the Client with written notice in the form of an electronic communication from info@smoothtc.com within three (3) business days of its decision, notifying the Client that the Agreement has been terminated without cause.
  2. Notice – Client. For termination without cause, the Client does not need to provide notice to SmoothTC for termination without cause and simply can cease to submit transactions to SmoothTC at any time, and/or request for all stored information to be deleted, and/or delete his or her account on the SmoothTC.com website.
Termination with Cause. Operating under good faith and fair dealing, neither SmoothTC nor the Client can terminate this Agreement without cause if a transaction is in process. A "transaction in process" will be defined as commencing when SmoothTC begins work on the file after the Client’s service request has been submitted. At this time, termination of the Agreement will occur after the final invoice has been paid at the closing table.
1. Justifiable Causes. Client or SmoothTC may terminate this Agreement with cause only operating under a reasonable belief that there has been:
  1. Breach of SmoothTC’s Terms & Conditions;
  2. A legal and/or ethics violation;
  3. A violation of SmoothTC’s Code of Conduct.
2. No Commencement of Services - Termination with Cause. Services will cease immediately if the Agreement is terminated with cause with notice being effective when the uninformed Party is notified by SmoothTC (within 24 business hours of the Requester's submission). The Requester of Termination will cease any work and/or requests upon his or her termination with cause submission. An email will be provided to the Requester of Termination with Cause, notifying them that the other Party has been informed.
3. Procedure for Termination with Cause.
  1. Notification. Party will notify in an electronic communication to info@smoothtc.com that he or she is terminating the Agreement with Cause. In this electronic communication, the Requester of the Termination with Cause must provide his or her:
    1. Name, phone number, email address and prospective role; and
    2. The name of the Party who is being terminated and their respective role; and
    3. Whether there is an open transaction pending and any known open invoices, and if so:
      1. The address of the pending transaction; and
      2. The invoice number and amount of an open invoices, if known; and
    4. The reason the Agreement is sought to be terminated with cause.
  2. Management Review - Termination with Cause. The Client agrees that if he or she terminates with cause this Agreement during the commencement of a transaction, the management of SmoothTC will investigate to determine whether the Agreement was terminated by a justifiable cause as contractually agreed to determine the appropriate actions to take regarding the STC party and assess if any termination fees should be applied.
    1. Termination Fees - Termination with Cause. After review, if the termination of this Agreement is found to be justified, there will be no termination fee. If after management's determination, the Agreement was found to be terminated without justifiable cause, the Client will owe a service fee equal to the cost of the transacted service pro-rated by the time work ceased on the file due and payable within seven (7) days after notice is provided to the Client.

SECTION 7: CONFIDENTIALITY

Confidentiality and Proprietary Information. Both SmoothTC and the Client mutually agree to maintain strict confidentiality regarding each other's processes, trade secrets, and business dealings. This encompasses refraining from disclosing any confidential information, processes, systems, data, clients, or information obtained from the other party to any third party, except to advance their collaborative activities, both during and after the term of this Agreement. Additionally, all materials, systems, processes, leads, clients, and databases are deemed strictly confidential and shall not be discussed or shared by either party with any third party, including the Client's real estate brokerage, team, or staff. The term "Trade Secrets" includes any data, information, techniques, processes, tools, mechanisms, formulas, compounds, patterns, or test results related to the Contractor's business that are secret and proprietary, providing a competitive advantage, and whose release could reasonably be expected to cause harm to the Contractor. The Client agrees not to disclose, divulge, reveal, report, or use any Trade Secrets obtained, except as authorized by the Contractor or as required by law. These confidentiality obligations remain in effect during the term of this Agreement and indefinitely upon its termination.
Intellectual Property. All intellectual property developed under this Agreement will be the property of SmoothTC. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Title, copyright, intellectual property rights, and distribution rights of the Intellectual Property remain exclusively with the Contractor.
Definition of Confidential Information. For purposes of this Agreement, 'Confidential Information' includes all written, electronic, or oral information that SmoothTC (as the Disclosing Party for the purposes of this Section) provides to the Client (as the Receiving Party for the purposes of this Section), including but not limited to:
1. Personal Information shall mean any identifying information related to the Disclosing Party’s Independent Contractors, Employers, Vendors, Clients or otherwise; and
2. Business Strategies shall mean any information related to the the Disclosing Party’s future plans, marketing strategies, expansion ideas, and otherwise; and
3. Financial Information shall mean private pricing agreements not published on the Disclosing Party’s website;and
4. Technical Data shall mean software tools, operational practices, procedures, and otherwise; and
5. Transaction Coordination Process shall mean the process by which the Receiving Party coordinates the various aspects of a real estate transaction to prohibit the Client from taking any part of the Disclosing Party’s methods WITH THE INTENT TO FURTHER OF OPERATING A BUSINESS THAT PROVIDES TRANSACTION COORDINATOR SERVICES TO OTHER REALTOR(S) to include, but not be limited to: email and SMS communications and/or templates, transaction checklists, automations, software compilation, documents, strategies, and actions conducted during the coordination process.
Duty to SmoothTC by Client. The Receiving Party shall keep the Confidential Information confidential and shall not:
1. Disclose such information to any third party without the prior written consent of the Disclosing Party.
2. Use the Confidential Information for any purpose other than as agreed upon in this Agreement.
3. Make copies of the Confidential Information except as necessary to fulfill the purpose of this Agreement.
Term. The obligations of this Agreement shall commence on the date hereof and shall continue in full force and effect for a period of 5 years unless terminated earlier by either party in accordance with the terms of this Agreement.
Return of Materials. Upon termination of this Agreement, the Receiving Party shall return all materials containing confidential information to the Disclosing Party
Non-Solicitation, Indirect Payment, and Liquidated Damages. You are not permitted to directly pay any Transaction Coordinator from SmoothTC directly. If you directly pay a SmoothTC Transaction Coordinator, this will not satisfy, reduce, or offset your payment obligations to us, all of which are and shall remain in place subject to the Terms herein. You are not permitted to directly hire any SmoothTC Transaction Coordinator(s) during the term of this Agreement and for a period of twenty-four (24) months thereafter. If you solicit or hire a Transaction Coordinator, whether directly or indirectly, you agree to pay SmoothTC liquidated damages in the amount of thirty-six thousand five hundred thousand dollars ($36,500.00) (referred to herein as the "Liquidated Damages"). You agree that the Liquidated Damages are not a penalty, but are instead agreed-upon damages that are difficult to ascertain at the time of entering into these Terms and are directly tied to our investment of time and money in hiring and training Transaction Coordinator(s), and lost income as a result of your breach of these Terms.
Non-Compete Clause. The Receiving Party agrees not to engage in any business activities that are in direct competition with the business activities of the Disclosing Party within Davidson County, Tennessee for a period of 2 years following the termination of this Agreement.
Penalty for Breach. In the event of a breach or threatened breach of this Section of the Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other and further relief as may be appropriate, unless otherwise stated.

SECTION 9: DISPUTE RESOLUTION

Arbitration. Any dispute between SmoothTC and the Client will be settled by binding arbitration, with limited exceptions.
Applicable Law and Jurisdiction. These Terms and any associated actions will be subject to the Federal Arbitration Act, federal arbitration laws, and the laws of Tennessee, without considering its conflict of laws principles. Except where expressly stated otherwise herein, the exclusive jurisdiction for any Disputes (as defined below) that you and SmoothTC Parties are not obligated to arbitrate shall be the state and federal courts situated in Nashville, Tennessee, and the Middle District of Tennessee. Both you and SmoothTC Parties waive any objection to the jurisdiction and venue of such courts.
Mandatory Arbitration of Disputes. We both agree that any dispute, claim, or controversy arising from or relating to these Terms, their breach, termination, enforcement, interpretation, validity, or the use of Services or Content (collectively, "Disputes") will be resolved exclusively through binding, individual arbitration and not through a class, representative, or consolidated action or proceeding. You and SmoothTC agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and both parties waive the right to a trial by jury or participation in a class action. This arbitration provision remains valid even after the termination of these Terms.
Exceptions and Opt-out. You may pursue the resolution of a Dispute in small claims court if eligible. Both parties retain the right to seek injunctive or other equitable relief from a court to prevent or halt the infringement or misappropriation of intellectual property rights.
Arbitration Procedure and Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") in effect at the time, unless modified by these Terms. The AAA Rules can be found at www.adr.org or by calling 1-800-778-7879. A party initiating arbitration must submit a written Demand for Arbitration to AAA and notify the other party as specified in the AAA Rules. The AAA provides a standard Demand for Arbitration form at www.adr.org.
Claims $10,000 or Under. For claims amounting to $10,000 or less, you may choose arbitration based solely on submitted documents, through a telephonic or video-conference hearing, or in-person hearing per AAA Rules. For claims exceeding $10,000, the right to a hearing will be determined by AAA Rules. Arbitration hearings will occur in Davidson County, Tennessee unless both parties agree otherwise. The arbitrator holds exclusive authority to decide all matters concerning the interpretation, applicability, enforceability, and scope of this arbitration agreement.
Arbitration Costs. All filing, administration, and arbitrator fees will adhere to the AAA Rules. You are responsible for all filing, administration, and arbitrator fees and expenses related to your Dispute.
Class Action Waiver. Both you and SmoothTC Parties agree to bring claims against each other solely in an individual capacity, not as plaintiffs or class members in any purported class or representative proceeding. Additionally, if the dispute is resolved through arbitration, the arbitrator cannot consolidate your claims with another person or preside over any form of a representative or class proceeding. If this provision is deemed unenforceable, the entire Dispute Resolution section becomes void.
Impact of Changes on Arbitration. Regardless of the provisions in Section 2.6"Changes to Terms or Services" above, if any changes are made to Section 9 "Dispute Resolution" after you initially accept these Terms (or any subsequent changes), you have the right to reject such changes by sending a written notice within 30 days of the effective date, as indicated in the "Effective Date" or SmoothTC's notification email. By rejecting the changes, you agree to arbitrate any Dispute between you and SmoothTC by the terms of this Section as of your initial acceptance date of these Terms (or any subsequent changes).

SECTION 10: GENERAL PROVISIONS

Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any Content.
Amendments. Any changes to this Agreement must be in writing.
Severability. If any part of this Agreement is deemed unenforceable, the remaining parts will still apply.
Indemnification. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. Further, you will indemnify and hold harmless SmoothTC and all STC Parties, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) you and your Authorized Users’ access to or use of the Services, Tools, or Content, (ii) your and any of your Authorized Users’ User Content, (iii) acts or omission of any of your Authorized Users, or (iv) your or your Authorized Users’ violation of these Terms or any applicable law.
Specific Risks. Additionally, the Client shall specifically cover, but not be limited to, the following risks and scenarios related to real estate transaction coordination services provided by SmoothTC:
1. Any misrepresentations or inaccuracies made by the Client regarding the status, legality, or any details of the real estate transaction that SmoothTC was contracted to coordinate; 
2. Any failure by the Client to comply with applicable local, state, or federal real estate laws and regulations resulting in penalties, fines, or legal actions; 
3. Any claims by third parties arising from the Client's actions or omissions during the real estate transaction coordinated by SmoothTC, including but not limited to disputes over property lines, disclosures, or transaction procedures; 
4. Any data breach or compromise of Client data in the possession of SmoothTC to the extent caused by Client's provision of insecure systems or negligence in safeguarding their login credentials or sensitive information.
Specific Errors and Breaches. This Agreement specifically covers, but is not limited to, the following examples of errors and breaches:
1. Miscommunication or failure to disclose necessary information that affects the transaction outcome;
  1. Calculation errors or incorrect documentation preparation related to the transaction;
  2. Failure to secure confidential information results in unauthorized access to sensitive data.
Errors and Omissions Insurance. Client represents and warrants that it has and will maintain errors and omissions insurance coverage that is valid and sufficient to cover any liabilities or claims that may arise in connection with the services provided by STC Party. Furthermore, Client agrees that such errors and omissions insurance shall extend to cover STC Party to the extent permissible by the insurance policy and applicable law, and Client agrees to cause SmoothTC to be included as an additional insured under said policy if required by the insurance provider.
Waiver. A waiver of any term must be in writing to be effective. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Feedback. We encourage feedback, comments, and suggestions for enhancing the Services ("Feedback"). You can submit Feedback by emailing us at info@smoothtc.com. By providing Feedback, you grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully paid, royalty-free license, with the right to sublicense, utilize, reproduce, modify, create derivative works based on, and otherwise exploit the Feedback for any purpose.
Technical, Customer, and Sales Support. Technical, customer, and sales support may be provided via email, online resources, and by phone during posted support hours. You acknowledge and agree that processing of your data is and may be required: (a) for the Services to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Services; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that we may access your account and data and its contents as necessary to identify or resolve technical problems, respond to complaints about the Service, or improve the Services generally.
Entire Agreement. These Terms constitute the entire agreement between SmoothTC and the Client, supplanting any prior oral or written agreements between us. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorized representative of each Party. Should any provision of these Terms be deemed invalid or unenforceable by an arbitrator or court of competent jurisdiction, it shall be enforced to the maximum extent permitted, while the remaining provisions shall remain fully effective. You are not permitted to assign or transfer your rights or obligations under these Terms without our prior written consent; any such attempt without consent will be deemed invalid. We reserve the right to freely assign or transfer these Terms without restriction. Notwithstanding the above, these Terms will bind and benefit the parties, their successors, and permitted assigns.
Publicity. You agree that we may identify you as a SmoothTC Client in our promotional materials or website via testimonials or otherwise. We will promptly stop doing so upon your request sent to info@smoothtc.com.
Testimonials. If you provide a testimonial to SmoothTC, you understand the testimonial you provided, including all text, images, and video (hereinafter called “The Testimonial”), was made on behalf of SmoothTC and may be used in marketing and promoting SmoothTC. You further authorize SmoothTC and its employees, contractors, partners and other representatives to use The Testimonial in marketing and promotional efforts, including, but not limited to, advertisements, social media posts, brochures, and online publication. I waive any claim to inspect, edit or approve of any materials where The Testimonial is used. I also waive any claim to copyright The Testimonial or materials where The Testimonial appears, and waive any claim to financial compensation or gain from using The Testimonial. If you wish us to cease using testimonials you provide, we will promptly stop doing so upon your request sent to info@smoothtc.com, but are not responsible for removing any past content.
Data Protection. SmoothTC will comply with data protection laws in maintaining the confidentiality of Client information.
Limitation of Liability. SmoothTC is not liable for any financial or legal outcomes of the transactions. Neither SmoothTC nor any other party involved in creating, producing, or delivering the services shall be liable for any incidental, special, exemplary, or consequential damages. This includes damages for lost profits, revenues, savings, business opportunities, data, goodwill, service interruption, computer damage, system failure, or the cost of substitute services, arising out of or in connection with these terms or from the use of or inability to use the services or content. This liability limitation applies regardless of the legal theory, whether warranty, contract, tort (including negligence), product liability, or any other, and even if SmoothTC or any other party has been informed of the possibility of such damage. Even if a limited remedy provided herein is found to have failed its essential purpose, SmoothTC and other parties remain exempt from such liability. In no event shall SmoothTC's total liability, arising out of or in connection with these terms or from the use of or inability to use the services or content, exceed the amounts paid by you to us for the use of the services or content during the preceding three (3) months. If you have not had any payment obligations to us, our liability is limited to one hundred dollars ($100). These exclusions and limitations of damages constitute fundamental elements of the basis of the bargain between you and us. Please note that some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
Contact Information. For questions about these Terms or the Services, contact SmoothTC at the designated email address of info@smoothtc.com.
Notice. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following address:

By email to: info@smoothtc.com

AND

ATTN: SmoothTC

4113 Old Hickory Blvd.

Old Hickory, TN 37138

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.