Last Updated: April 29, 2026
By creating an account or using the STARTUP SMART platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not access or use the Platform. These Terms apply to all users of the Platform, including companies seeking fractional Operators ("Clients") and fractional Operators applying to or working through the network ("Operators").
These Terms govern your access to and use of the Platform only. Rights and obligations arising from an active service engagement are governed exclusively by the applicable Master Client Agreement and, where relevant, the Operator Agreement executed between the parties for that engagement.
STARTUP SMART, LLC is an Indiana limited liability company headquartered in Elkhart, Indiana. STARTUP SMART operates as a curated fractional Operator network and managed consulting services provider that connects companies in transition with vetted Operators through its proprietary SMART Match™ platform.
STARTUP SMART is not a staffing agency, employer of record, or recruiter. Depending on the engagement path selected, STARTUP SMART serves as either a financial and administrative intermediary (self-managed path) or an active engagement manager (managed path), as described in Section 5 below. Operators engaged through the Platform are independent contractors, not employees of STARTUP SMART. As used in these Terms and throughout STARTUP SMART's platform and business operations, "Operator" and "SMART Network Operator" are used interchangeably with "Consultant" in legal and industry contexts; all such terms refer to independent contractors.
You must create an account to use the Platform. By creating an account, you agree to provide accurate, complete, and current information during registration; maintain the security and confidentiality of your login credentials; accept responsibility for all activity that occurs under your account; and notify STARTUP SMART promptly at info@strtpsmart.com of any unauthorized use of your account.
You must be at least 18 years of age and legally authorized to enter into contracts on behalf of any company you represent. STARTUP SMART reserves the right to suspend or terminate any account at its sole discretion, with or without notice, for violation of these Terms, misrepresentation of credentials or company information, conduct that STARTUP SMART determines to be harmful to the Platform, its users, or its reputation, or for any other reason STARTUP SMART deems appropriate in its reasonable judgment.
Your use of the Platform is also governed by STARTUP SMART's Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you acknowledge that you have read and understood the Privacy Policy. The Privacy Policy describes how STARTUP SMART collects, uses, and protects personal information provided by Clients and Operators in connection with the Platform.
SMART Match™ (Self-Managed): Under the SMART Match™ self-managed path, STARTUP SMART will review your project requirements, present curated Operator profiles, and facilitate an introductory call between the Client and the matched Operator. If the Client elects to move forward following the introductory call, STARTUP SMART will execute a Master Client Agreement establishing the applicable service tier, retainer structure, and engagement terms.
STARTUP SMART handles all invoicing to the Client and all payments to the Operator throughout the engagement. Beyond billing and administrative coordination, the day-to-day working relationship, deliverable quality, and project outcomes under the self-managed path are the responsibility of the Client and Operator. STARTUP SMART does not provide engagement management, performance oversight, or issue resolution support under this path.
SMART Match™ + Managed: Under the managed path, STARTUP SMART will match the Client with a vetted Operator, assign an engagement manager, conduct performance check-ins, provide issue resolution support, and offer the Operator Replacement Guarantee described in Section 6. Managed engagement fees are billed under the terms of the applicable Master Client Agreement. Operators under managed engagements are independent contractors, not employees of STARTUP SMART.
SMART Audit™: STARTUP SMART offers a complimentary SMART Audit™ service through which businesses may submit an assessment form via the Platform or by email to receive a preliminary report analyzing their business's transition readiness, operational health, or strategic opportunities. SMART Audit™ reports are generated with the assistance of AI technology based solely on information submitted by the requester.
By submitting a SMART Audit™ assessment form, you agree to these Terms regardless of whether you have created a Platform account. You represent that: (a) you have authority to disclose the information submitted on behalf of your organization; (b) the information submitted is accurate to the best of your knowledge; and (c) submission of an assessment does not create a consulting relationship, engagement, or contractual obligation between you and STARTUP SMART beyond these Terms.
STARTUP SMART will use information submitted in a SMART Audit™ assessment solely to generate and deliver your report and, where you have consented, to follow up regarding STARTUP SMART's services. All submissions are treated as Confidential Information and will not be shared with third parties except as necessary to generate your report or as required by law. STARTUP SMART's AI technology providers are contractually prohibited from using submitted information to train AI models.
SMART Audit™ reports are informational only and do not constitute legal, financial, accounting, investment, or professional advisory services. STARTUP SMART expressly disclaims liability for any decisions made in reliance on a SMART Audit™ report. Reports are prepared solely for the named recipient and shall not be redistributed without STARTUP SMART's prior written consent. STARTUP SMART targets report delivery within forty-eight (48) hours of submission; delivery timelines are not guaranteed and may be affected by submission volume or force majeure events. For information about how submission data is handled, see Section 4f of STARTUP SMART's Privacy Policy at strtpsmart.com.
Matching Fees: The matching fee is non-refundable once an Operator profile has been made visible to the Client. By proceeding to view a matched Operator profile, the Client acknowledges that the matching fee has been earned and no refund will be issued regardless of whether the Client schedules or attends an introductory call, or elects to engage the Operator. Matching fees are also non-refundable in the event STARTUP SMART is unable to identify a suitable Operator for a re-match. STARTUP SMART will use reasonable efforts to present a suitable match but does not guarantee availability within any specific timeframe. By proceeding to view a matched Operator profile and authorizing payment, Client expressly waives the right to initiate a chargeback, payment reversal, or similar dispute through Client's financial institution or card network for amounts properly charged under the applicable Master Client Agreement, and agrees to resolve all payment disputes through the dispute resolution process in that agreement. By proceeding to view a matched Operator profile, Client further agrees not to solicit, contact, or engage the revealed Operator for any professional services outside the STARTUP SMART platform for a period of twelve (12) months following the date of profile reveal, regardless of whether Client enters into a Master Client Agreement with STARTUP SMART. This restriction applies whether or not an engagement commences, and applies to each revealed Operator profile individually. If Client engages any revealed Operator directly in violation of this restriction, Client agrees to pay STARTUP SMART a fee equal to twenty percent (20%) of the total value of services engaged with that Operator during the twelve (12) month period following the profile reveal, as liquidated damages representing a reasonable estimate of the value of STARTUP SMART's matching, vetting, and facilitation services and its lost opportunity. STARTUP SMART's right to this fee exists independently of any matching fee already paid.
Where applicable, any matching fee previously paid by the Client shall be credited against the first month's retainer fee as specified in the applicable Master Client Agreement.
Complimentary Re-Match: STARTUP SMART will provide one (1) complimentary re-match if, following a completed introductory call with the initially matched Operator, the Client determines the match is not suitable. A "completed introductory call" is defined as a scheduled call during which both the Client and Operator were present and which was not terminated early by the Client. The complimentary re-match is not available in the following circumstances:
The re-match is limited to one (1) replacement per original match. If a second re-match is requested, standard matching fees apply.
Operator Replacement Guarantee (Managed Engagements Only): For Clients engaged under the SMART Match™ + Managed path, STARTUP SMART offers one (1) Operator replacement at no additional matching fee, subject to the following conditions.
Eligibility: The replacement guarantee applies where the assigned Operator has demonstrably failed to perform services at the standard represented during the vetting and onboarding process. Examples include consistent failure to meet agreed deliverables, unavailability during contracted hours, or material misrepresentation of skills.
Exclusions: The replacement guarantee does not apply where:
Process: To initiate a replacement, the Client must submit a written request to STARTUP SMART at info@strtpsmart.com describing the specific performance concerns. STARTUP SMART will review the request, consult with the Operator, and determine eligibility within five (5) business days. If eligible, STARTUP SMART will present a replacement candidate within thirty (30) days, subject to network availability.
Limitation: The replacement guarantee is limited to one (1) replacement per engagement term. STARTUP SMART does not guarantee that a suitable replacement will be available within any specific timeframe, and availability is subject to network capacity. The guarantee does not constitute a warranty of results or outcomes.
Operators accepted into the STARTUP SMART network agree to:
Operators may be eligible to participate in STARTUP SMART's referral incentive programs as described in Schedule A of the Operator Agreement. Participation is voluntary and subject to the terms of that Addendum.
Violation of the non-solicitation restriction may result in immediate removal from the network and may subject the Operator to legal action, including claims for damages and injunctive relief. STARTUP SMART reserves the right to remove any Operator from the network at its sole discretion. The obligations listed in this Section apply to all Operators on every engagement regardless of path. An Operator's duties of professionalism, conduct, confidentiality, and non-solicitation are not reduced or modified because a client has selected the SMART Match™ (Self-Managed) path rather than the managed path.
Fees vary by service path and engagement tier, as published on the Platform. By providing payment information, you authorize STARTUP SMART to charge applicable fees. All fees are stated in U.S. dollars and are exclusive of applicable taxes, which the Client is solely responsible for.
Matching fees are processed by Stripe, Inc. at the time a Client reveals an Operator profile through the SMART Match™ platform. Recurring retainer invoices and ongoing engagement billing are processed through Melio Payments. For active engagements, full payment terms are governed by the applicable Master Client Agreement. Late payments under managed engagements accrue interest at a rate of 1.5% per month on the outstanding balance. STARTUP SMART reserves the right to suspend services or Platform access for accounts in arrears.
Matching fees are non-refundable once an Operator profile has been made visible to the Client, as described in Section 6.
Both parties agree to keep confidential any non-public information shared during the matching and engagement process, including Operator profiles, client business information, pricing details, and any other proprietary or sensitive information disclosed in connection with the Platform (collectively, "Confidential Information"). Operator profile information — including the identity, credentials, contact information, and professional details of any Operator whose profile is revealed through the Platform — constitutes Confidential Information of STARTUP SMART regardless of whether an engagement commences. Using such information to contact or engage an Operator outside the Platform constitutes a material breach of these confidentiality obligations and is subject to the remedies described in Section 6.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; (d) is independently developed without use of Confidential Information; or (e) is required to be disclosed by law or court order, provided the disclosing party gives prompt written notice to the other party where legally permitted.
Confidentiality obligations under these Terms survive termination for a period of two (2) years, except with respect to trade secrets, which remain protected for as long as they qualify as such under applicable law.
Platform Content: All content on the Platform — including text, graphics, the SMART Match™ name and methodology, Operator vetting processes, pricing structures, and software — is owned by or licensed to STARTUP SMART, LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Platform content without STARTUP SMART's express written consent.
User-Submitted Content: By submitting information through the Platform, including Operator profiles, company descriptions, and project requirements, you grant STARTUP SMART a non-exclusive, royalty-free license to use, display, and share that information as necessary to operate the Platform and facilitate introductions. STARTUP SMART will not publicly disclose client business information or Operator profile details beyond what is necessary for matching purposes without prior consent. Clients who execute a Master Client Agreement with STARTUP SMART are subject to STARTUP SMART's marketing and reference rights as set out in Section 13 of that agreement, including STARTUP SMART's right to identify Clients by name and logo as customers, subject to the opt-out and consent provisions described therein.
Work Product: Any deliverables or work product created by Operators during an engagement are governed by the applicable Master Client Agreement and Operator Agreement between the parties. As a general matter, STARTUP SMART's policy is that work product created specifically for a client is owned by the client, subject to the terms of those agreements. These Terms do not independently convey any ownership rights in engagement work product.
Feedback: If you submit suggestions, ideas, or feedback about the Platform, you grant STARTUP SMART the right to use that feedback without obligation or compensation to you.
DMCA and Copyright Policy: STARTUP SMART respects intellectual property rights and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe that content on the Platform infringes your copyright, please send a written notice to info@strtpsmart.com with: (a) identification of the copyrighted work; (b) identification and location of the allegedly infringing material; (c) your contact information; (d) a statement of good faith belief that the use is unauthorized; (e) a statement, under penalty of perjury, that the information is accurate and you are authorized to act; and (f) your physical or electronic signature. STARTUP SMART will process valid takedown notices expeditiously. Repeat infringers may have Platform access terminated. Counter-notifications may be submitted to info@strtpsmart.com consistent with 17 U.S.C. § 512(g).
You agree not to use the Platform for any unlawful purpose or in violation of any applicable law or regulation; to misrepresent your identity, credentials, company information, or project requirements; to solicit, contact, or engage any Operator introduced through the Platform outside of the Platform, in violation of the anti-circumvention and confidentiality provisions of Section 6 of these Terms or the Operator Restriction in your applicable Master Client Agreement; to upload or transmit viruses, malware, or any other malicious code; to probe, scan, or test the vulnerability of the Platform or attempt to gain unauthorized access to any portion of the Platform or its systems; to scrape, spider, or use automated tools to access, copy, or monitor any portion of the Platform without STARTUP SMART's express written consent; to harass, defame, intimidate, or discriminate against any user of the Platform; or in any manner that could damage, disable, overburden, or impair the Platform.
STARTUP SMART reserves the right to terminate Platform access for any user who violates these prohibitions, with or without prior notice.
STARTUP SMART's total liability to you for any claim arising from your use of the Platform — including but not limited to claims related to the matching process, Operator introductions, or Platform content — shall not exceed the greater of (a) the fees paid by you to STARTUP SMART in the thirty (30) days preceding the claim, or (b) one hundred U.S. dollars (
For claims arising from an active service engagement, liability is governed exclusively by the Master Client Agreement executed between the parties for that engagement, which contains its own limitation of liability provisions.
In no event shall STARTUP SMART be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages — including but not limited to loss of revenue, loss of profits, loss of business, or loss of data — regardless of whether STARTUP SMART has been advised of the possibility of such damages and regardless of the theory of liability.
Nothing in these Terms limits STARTUP SMART's liability for fraud, gross negligence, or willful misconduct.
You agree to indemnify and hold harmless STARTUP SMART, LLC, its founders, members, employees, contractors, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform; (b) your violation of these Terms; (c) your misrepresentation of any information submitted through the Platform; or (d) your violation of any applicable law or the rights of any third party.
Disputes arising from your use of the Platform that are not governed by a separate executed agreement between the parties shall be resolved as follows. The parties shall first attempt in good faith to resolve the matter through direct negotiation. If negotiation does not resolve the dispute within thirty (30) days, the parties shall submit the matter to mediation with a mutually agreed upon mediator. If mediation fails, the matter may be submitted to litigation in the state or federal courts located in Elkhart County, Indiana.
Disputes arising from an active service engagement are governed by the dispute resolution provisions of the applicable Master Client Agreement or Operator Agreement, as applicable.
These Terms are governed by the laws of the State of Indiana, without regard to its conflict of law provisions. Each party knowingly and irrevocably submits to personal jurisdiction in the courts of Elkhart County, Indiana. You waive the right to participate in any class action proceeding related to the Platform or these Terms.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. STARTUP SMART DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
STARTUP SMART does not warrant the accuracy, completeness, or suitability of any Operator profile, and makes no representations regarding the quality, timeliness, or outcome of services performed by any Operator. Under the self-managed path, STARTUP SMART expressly disclaims any responsibility for work quality or project outcomes. STARTUP SMART uses AI-assisted technology for certain platform features, including Operator-client matching and SMART Audit™ report generation. AI-generated outputs are informational only and are not guaranteed to be accurate, complete, or suitable for any particular purpose. STARTUP SMART's AI technology providers are contractually prohibited from using Platform user data or submitted information to train AI models. STARTUP SMART reserves the right to perform scheduled platform maintenance with reasonable advance notice posted to the Platform; during maintenance, access to certain features may be temporarily unavailable. STARTUP SMART is committed to platform accessibility; if you experience accessibility barriers, please contact info@strtpsmart.com.
STARTUP SMART shall not be liable for any failure or delay in performance of its Platform obligations resulting from causes beyond its reasonable control, including but not limited to natural disasters, government actions, internet or telecommunications failures, or other events of force majeure. STARTUP SMART will use reasonable efforts to notify affected users and resume normal operations as promptly as practicable.
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect. The unenforceability of any single provision shall not affect the validity or enforceability of any other provision.
These Terms, together with STARTUP SMART's Privacy Policy and any applicable Master Client Agreement or Operator Agreement executed between the parties, constitute the entire agreement between you and STARTUP SMART with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, proposals, or agreements, whether oral or written. STARTUP SMART's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. In the event of any conflict between these Terms and an executed Master Client Agreement or Operator Agreement with respect to matters governed by those agreements, the executed agreement controls. For Operators who have executed an Operator Agreement, that agreement governs their engagement relationship and supersedes these Terms with respect to any conflict in Operator rights or obligations.
STARTUP SMART may update these Terms at any time. When changes are made, STARTUP SMART will update the "Last Updated" date at the top of this page and provide notice via email to registered users. For material changes affecting Operator rights or obligations, STARTUP SMART will provide at least thirty (30) days notice and require affirmative acceptance (click-through confirmation on next Platform login) from Operators with active Operator Agreements. Updates that would materially affect obligations mirrored in an executed Operator Agreement will be addressed through the Operator Agreement amendment process in addition to a Terms update. Continued use of the Platform following notice of non-material changes constitutes acceptance of the updated Terms. If you do not agree to any material changes, you must discontinue use of the Platform.
All commercial email communications from STARTUP SMART comply with the CAN-SPAM Act (15 U.S.C. § 7701). Each commercial email includes a clear opt-out mechanism. Questions, concerns, or notices regarding these Terms should be directed to:
STARTUP SMART, LLC | Elkhart, Indiana | info@strtpsmart.com
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