Terms of Service

1. Who can use the Services

The Services are for commercial real estate professionals acting for business purposes, not for consumers. You must be at least 18. Access is by invitation or approval, and we may decline or remove access at our discretion. You are responsible for keeping your sign-in secure and for all activity under your account.

2. What Smartstack does, and does not do

Smartstack provides software for managing a commercial real estate financing from introduction to closing: deal rooms, closing checklists, document management, messaging, scheduling, introductions to lenders and requests for proposals.

Smartstack is not a lender, does not make or fund loans, and does not guarantee that any introduction results in a term sheet, loan or closing. Smartstack does not give legal, tax, accounting or investment advice, and does not underwrite, verify or endorse any member, property or deal. You are responsible for your own diligence and decisions. Where state law requires it, a licensed partner broker acts on a loan introduction.

Smartstack is not a broker-dealer and does not offer or sell securities. Equity investments are offered through a separate site operated under a registered broker-dealer, under that site's own terms.

3. Fees

Subscriptions. SmartClose subscriptions are charged per active deal per month at the prices shown on our pricing page or in your order, and renew monthly until cancelled. You may cancel at any time; cancellation takes effect at the end of the current billing month, and fees already paid are non-refundable except where required by law.

Closing fees. Fees for lender introductions and requests for proposals are earned only if a loan closes, are stated on our pricing page or in your deal-specific agreement, and are paid at closing through the settlement statement. No closing fee is collected before a loan closes.

Taxes and changes. Fees exclude taxes, which you are responsible for. We may change prices with at least 30 days' notice; changes do not affect a closing fee already agreed for a specific deal. Founding-member pricing applies as stated in your founding-member offer.

4. Your content

You keep ownership of the information and documents you upload ("Your Content"). You give Smartstack a limited license to host, copy, process and display Your Content only to provide the Services, including showing it to the deal-room parties you invite or approve. You confirm you have the right to upload Your Content and to share it with those parties.

5. Confidentiality

Deal information you receive through the Services from another member is confidential. Use it only to evaluate and complete that deal, and do not disclose it except to your own advisors, financing sources and others who need it for that deal and are bound to keep it confidential, or as required by law. This duty continues after the deal ends.

6. Acceptable use

You agree not to:

• upload false or misleading information, or information you have no right to share;
• circumvent the Services to avoid fees for a transaction introduced through them;
• access another member's account or data without permission, or test, probe or disrupt the Services' security;
• copy, scrape, reverse engineer or resell the Services; or
• use the Services in violation of any law, including privacy, anti-spam, fair lending, anti-money-laundering and sanctions laws.

7. Third-party services

The Services connect to third-party services you choose, such as Google and Microsoft sign-in and calendars, payment processors and title or settlement agents. Your use of those services is governed by their terms, and we are not responsible for them. Our handling of information from Google and Microsoft is described in our Privacy Policy.

8. Deal rooms that end or close

When a deal closes or ends, its deal room is frozen as a read-only record. A party that leaves a deal loses access to its documents, and the record of what happened is kept. Post-closing items remain available to the parties responsible for them.

9. Our property

The Services, including the software, design and the Smartstack and SmartClose names and logos, belong to Smartstack and its licensors. If you send us feedback, we may use it without obligation to you.

10. Suspension and termination

You may close your account at any time. We may suspend or end your access if you breach these Terms, if required by law, or to protect the Services or other members. Sections 3 (for fees owed), 4, 5 and 9 through 14 survive termination.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, SMARTSTACK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION PROVIDED BY OTHER MEMBERS IS ACCURATE.

12. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW, SMARTSTACK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DEALS OR LOST DATA. SMARTSTACK'S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID SMARTSTACK IN THE 12 MONTHS BEFORE THE CLAIM OR $100.

13. Indemnity

You will defend and indemnify Smartstack against third-party claims arising from Your Content, your deals, or your breach of these Terms or the law.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Any dispute will be brought in the state or federal courts located in New Castle County, Delaware, and each party consents to their jurisdiction.

15. Changes and general terms

We may update these Terms. If we make material changes, we will notify you by email or in the Services before they take effect, and continued use after that means you accept them. These Terms, together with any order or deal-specific agreement, are the entire agreement between you and Smartstack about the Services; if they conflict, the order or deal-specific agreement controls for that deal. If any provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent. Notices to us go to privacy@smartstackre.com.

16. Contact