Effective Date: December 8, 2025

Welcome to Metro SmartConnect (“Metro SmartConnect,” “we,” “our,” or “us”). By accessing or using our website, platforms, or professional services, you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). Please review them carefully before engaging with us.

1. Acceptance of Terms

By accessing www.MetroSmartConnect.com, submitting a booking, entering into an agreement, or using our services, you acknowledge that you have read, understand, and agree to these Terms.
If you do not agree, discontinue use of our website and services immediately.

2. Services Provided

Metro SmartConnect provides professional consulting and support services, which may include:

• Business strategy, forecasting, and planning
• Operational evaluation and optimization
• Technical, engineering, and systems consulting
• Specialized advisory services as defined in a proposal or contract

All services are delivered according to a mutually approved scope of work, proposal, or Service Agreement.

3. Client Responsibilities

To ensure timely and accurate service delivery, Clients agree to:

• Provide complete and truthful project-related information
• Respond promptly to required communication
• Make personnel, data, systems, and resources available as needed
• Comply with all applicable laws and regulations
• Avoid misuse of Metro SmartConnect tools, materials, or intellectual property

Metro SmartConnect is not responsible for delays resulting from the Client failing to meet these obligations.

4. Fees, Billing & Payments

• Fees and payment schedules are outlined in the applicable Service Agreement, proposal, or invoice.
• Payments must be made within the specified timeline and method.
• Late payments may result in interest charges, service suspension, or penalties permitted by law.
• All fees are non-refundable unless explicitly stated in writing.

Metro SmartConnect may adjust pricing for future engagements.

5. Intellectual Property Rights

• All Deliverables (reports, tools, analyses, methodologies) remain the property of Metro SmartConnect until full payment is received.
• After full payment, the Client receives a non-exclusive, non-transferable license to use Deliverables for internal business purposes only.
• Clients may not reproduce, distribute, sell, publish, or create derivative works without prior written approval.
• Metro SmartConnect retains all rights to pre-existing intellectual property and proprietary systems.

6. Confidentiality

Both parties agree to protect and maintain the confidentiality of all non-public or sensitive information (“Confidential Information”).

• Confidential Information may not be disclosed to third parties without written consent unless required by law.
• Both parties must use reasonable safeguards to protect Confidential Information.
  Confidentiality obligations continue after the engagement ends.

7. Limitation of Liability

To the fullest extent permitted by law:

• Metro SmartConnect is not liable for indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, lost data, or interruptions).
• Total liability for any claim will not exceed the total fees paid by the Client for the specific service.
• Metro SmartConnect is not responsible for delays or failures caused by factors beyond reasonable control.

These limitations apply regardless of the legal theory asserted.

8. Indemnification

The Client agrees to indemnify and hold harmless Metro SmartConnect and its affiliates from any claims arising from:

• Misuse of services or Deliverables
• Violation of laws or third-party rights
• Inaccurate or incomplete information provided by the Client

9. Termination

• Either party may terminate a Service Agreement with written notice.
• The Client must pay all fees for services performed up to the termination date.
• Metro SmartConnect may suspend or end services due to non-payment, breach of Terms, or unlawful activity.

Intellectual property, confidentiality, payment obligations, and liability limitations survive termination.

10. Use of Website

By using www.MetroSmartConnect.com, you agree to:

• Comply with all applicable laws
• Avoid harming the website’s security or functionality
• Refrain from unauthorized access, data scraping, reverse engineering, or misuse of content

All site content is protected by intellectual property laws.

11. Third-Party Links & Integrations

The website may contain links or tools from third-party providers.
Metro SmartConnect does not control or endorse external websites and is not responsible for their content, privacy policies, or services.
Use third-party integrations at your own risk.

12. Modifications to Terms

Metro SmartConnect may update or modify these Terms at any time.
Updates become effective immediately upon posting.
Continued use of the site or services indicates acceptance of updated Terms.

13. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Tennessee.
You agree that disputes will be resolved exclusively in state or federal courts located in Nashville, Tennessee.

14. Contact Information

For questions, concerns, or legal notices:

Metro SmartConnect
2 International Plaza
Nashville, TN 37217
Email: bookings@MetroSmartConnect.com
Phone: 1-615-365-3434