Terms of Use

1. Acceptance of these Terms

These Terms of Use ("Terms") form a binding agreement between you and SmartTec, Inc., a Delaware corporation with its principal place of business in Tulsa, Oklahoma ("SmartTec," "we," "us," or "our"), and govern your access to and use of smarttec.dev and any subdomain, page, tool, calculator, form, feed, or file made available through it (collectively, the "Site").

By accessing or using the Site, you accept these Terms in full. If you do not accept them, do not access or use the Site. If you use the Site on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

2. The Site is informational

The Site describes SmartTec's business, its planned facility in Mead, Oklahoma, its design and build services, and industry information we believe to be of interest. Nothing on the Site is an offer capable of acceptance, a binding quotation, a commitment to supply capacity or services, or an agreement to enter into any transaction. No contract is formed between you and SmartTec by your use of the Site, by submitting any form, or by receiving any automated output.

Any commercial relationship with SmartTec arises only under a separate written agreement signed by an authorized officer of SmartTec. In the event of any conflict between these Terms and such a signed agreement, the signed agreement controls as to its subject matter.

These Terms are the authoritative terms for the Site. Where any other page — including any summary of terms, service description, trust centre, or security overview published elsewhere on the Site — states something inconsistent with these Terms, these Terms govern. Summaries published elsewhere are for convenience only and create no rights.

3. Pre-launch status and forward-looking content

SmartTec is a pre-revenue, pre-power-on company. Statements on the Site about future capacity, timelines, performance, pricing, availability, partnerships, or financial results are forward-looking and inherently uncertain. Design targets — including power usage effectiveness, failover behavior, redundancy, and availability figures — are engineering objectives to be validated at commissioning, not measured results or performance guarantees. See our Forward-Looking Statements notice, which is incorporated into these Terms by reference.

4. Scoping tools, calculators, and engineering content

The Site includes tools that generate indicative technical and commercial estimates from inputs you supply, including the scoping tool at /design/scope and the cost calculator at /calculator. These tools apply generic default assumptions to the values you enter. They do not survey your site, review your drawings, consult your utility, examine your equipment, or account for applicable codes.

Output from these tools is an indicative planning estimate only. It is not engineering, not a design, not a quotation, and not a professional opinion. Our Engineering & Scope Tool Disclaimer governs all such output and all design, engineering, and technical content on the Site, and is incorporated into these Terms by reference. You must read it before relying on anything the Site produces.

5. No professional relationship

Your use of the Site does not create any professional relationship between you and SmartTec, including any engineer-client, architect-client, attorney-client, broker-dealer, investment advisory, or fiduciary relationship. Nothing on the Site constitutes engineering, architectural, legal, tax, accounting, investment, or financial advice. SmartTec does not offer or render professional engineering services through the Site in any jurisdiction.

6. Eligibility

The Site is intended for business users aged 18 or over. It is not directed at children, and we do not knowingly collect personal information from anyone under 16. If you believe a child has provided us personal information, contact us and we will delete it.

7. Intellectual property

The Site and all of its content — text, graphics, diagrams, schematics, illustrations, layout, design, software, data models, calculation logic, and the selection and arrangement of all of it — are owned by SmartTec or its licensors and are protected by United States and international copyright, trademark, trade dress, and other intellectual property laws.

SmartTec grants you a limited, revocable, non-exclusive, non-transferable licence to access and view the Site for your own internal business evaluation purposes. You may not copy, reproduce, republish, scrape, mirror, frame, sell, licence, or create derivative works from the Site or its content without our prior written consent, except that you may print or save individual pages for your own internal reference.

"SmartTec," the SmartTec logo, and "AURA" are trademarks of SmartTec, Inc. Third-party names and marks appearing on the Site — including NVIDIA, Cerebras, AMD, and others — are the property of their respective owners and are used for identification and comparison only. Their appearance does not imply endorsement, sponsorship, affiliation, certification, or partnership unless expressly stated.

8. Feedback and submissions

If you send us ideas, suggestions, or feedback about the Site or our services, you grant SmartTec a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation or compensation to you. Do not send us information you consider confidential unless we have a signed confidentiality agreement covering it. Information you enter into the scoping tool is handled as described in our Privacy Policy.

9. Acceptable use

You must not use the Site to do anything unlawful, infringing, deceptive, or harmful; attempt to gain unauthorized access to any system; probe, scan, or test the vulnerability of any system without our prior written authorization; interfere with or disrupt the Site; use automated means to extract data at a rate or volume that burdens our infrastructure; or misrepresent your identity or affiliation. Our Acceptable Use Policy applies in full and is incorporated by reference.

The /invest area is password-protected. Accessing or attempting to access it without authorization, or sharing credentials with anyone not authorized by SmartTec, is prohibited and may violate applicable computer fraud and securities laws.

10. Third-party links and services

The Site links to third-party websites, sources, and services, and aggregates third-party news content. We do not control and are not responsible for third-party content, availability, accuracy, or practices. Links are provided for convenience and do not imply endorsement. Your dealings with third parties are solely between you and them.

11. Accuracy and availability

We take reasonable care with the Site's content, but we do not warrant that it is accurate, complete, current, or error-free. Market rates, third-party specifications, industry figures, and aggregated news are drawn from sources we believe reliable but which we have not independently verified. Pricing and availability information is indicative and subject to change without notice. We may change, suspend, or discontinue any part of the Site at any time without liability.

12. Privacy

Our Privacy Policy explains what personal information we collect, why, who processes it on our behalf, and what rights you have. It is incorporated into these Terms by reference.

15. Dispute resolution — binding individual arbitration

15.1 Informal resolution first

Before starting arbitration, you agree to give us an opportunity to resolve the dispute informally. Send a written notice describing the dispute and the relief sought to hello@smarttec.dev and to SmartTec, Inc., Tulsa, Oklahoma. The parties will attempt in good faith to resolve the dispute for 60 days from receipt. This period tolls any applicable limitation period.

15.2 Agreement to arbitrate

If the dispute is not resolved within 60 days, you and SmartTec agree that any dispute, claim, or controversy arising out of or relating to the Site, these Terms, or their breach, termination, enforcement, interpretation, or validity — including the determination of the scope or applicability of this agreement to arbitrate — will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court.

15.3 Seat, law, and procedure

The arbitration will be seated in Tulsa County, Oklahoma, before a single arbitrator, and conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any relief available in an individual action in court, and must issue a reasoned written decision.

15.4 Class action waiver

You and SmartTec agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is held unenforceable as to a particular claim, that claim — and only that claim — will be severed and proceed in court, with all remaining claims arbitrated.

15.5 Carve-outs

Either party may bring an individual action in small claims court for claims within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to systems, without first proceeding to arbitration and without waiving this section.

15.6 Costs

Each party bears its own attorneys' fees and costs except where the arbitrator determines a claim was frivolous or brought for an improper purpose, or where applicable law provides otherwise. Filing, administration, and arbitrator fees are allocated under the AAA rules.

15.7 Your right to opt out

You may opt out of this arbitration agreement by sending written notice to hello@smarttec.dev with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms, stating your name, the entity you represent if any, and a clear statement that you decline arbitration. Opting out does not affect any other provision of these Terms, and will not affect your access to the Site.

16. Governing law and venue

These Terms and any dispute arising from them are governed by the laws of the State of Oklahoma, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, you and SmartTec submit to the exclusive jurisdiction of the state and federal courts located in Tulsa County, Oklahoma, and each party waives any objection to venue and any right to a jury trial to the extent permitted by law.

17. Indemnification

You agree to indemnify, defend, and hold harmless SmartTec and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, judgments, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Site, your breach of these Terms or of any applicable law, your infringement of any third-party right, or any decision made or action taken by you or by a third party in reliance on Site content or tool output. SmartTec will notify you of any such claim and may participate in its defence with counsel of its choosing at its own expense. You may not settle any claim in a way that imposes obligations on SmartTec without our prior written consent.

18. Changes to these Terms

We may revise these Terms at any time by posting an updated version to this page with a new effective date. Material changes take effect 14 days after posting for existing users. Your continued use of the Site after the effective date constitutes acceptance. If you do not accept a revision, stop using the Site.

19. General

• —Severability — if any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder will continue in full force.
• —No waiver — our failure to enforce any provision is not a waiver of that or any other provision.
• —Assignment — you may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.
• —Force majeure — neither party is liable for delay or failure caused by events beyond its reasonable control, including utility or grid failure, supply chain disruption, natural disaster, labour action, war, or government action.
• —Entire agreement — these Terms, together with the documents incorporated by reference, are the entire agreement between you and SmartTec regarding the Site and supersede all prior understandings about it.
• —Notices — we may give notice by posting to the Site or emailing an address you provide. You may give notice to hello@smarttec.dev.
• —Export control and sanctions — you represent that you are not located in, and are not a national or resident of, any country or on any list subject to United States embargo or sanctions, and that you will not use the Site in violation of United States export control laws.
• —Survival — Sections 7, 8, 13, 14, 15, 16, 17, and 19 survive termination.

20. Contact

SmartTec, Inc., Tulsa, Oklahoma, United States. Email hello@smarttec.dev. For legal notices, mark your correspondence "Legal Notice."