Privacy Policy

Terms of Service

Last Updated: March 1, 2025

Thank you for your interest in Smith Dierking (“we,” “us,” “our,” or “Company”). These Terms of Service (“Terms”) govern your access to and use of our website at smithdierking.com (the “Site”). For greater certainty, these Terms do not govern our provision of professional services to our clients or their receipt and use of such services, which are instead governed by the applicable engagement letter.

BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR WEBSITE PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR OUR WEBSITE PRIVACY POLICY, DO NOT USE THE SITE.

PLEASE READ CAREFULLY: SECTION 14 CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN CLASS ACTIONS, UNLESS YOU OPT OUT AS DESCRIBED BELOW.

1. Site Overview

We provide the Site to help users and their organizations learn about the services we offer. Certain features may be subject to additional agreements, which will be noted where applicable.

2. Eligibility

To use the Site, you must:

Be at least 18 years old.
Have the legal capacity to enter into these Terms, either individually or on behalf of an entity you represent.
Not have been previously suspended or removed from using the Site.
Comply with all applicable laws and regulations.

If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity.

3. Licenses and Restrictions

3.1 Limited License

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Site for your personal or internal business purposes, as applicable.

3.2 Restrictions

You may not:

Copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of the Site or its content.
Use the Site or its content to build a competitive product or service.
Interfere with or circumvent any security or access controls.
Use automated tools (e.g., bots, scrapers) to access or use the Site or its content.
Violate any applicable laws or third-party rights through your use of the Site or its content.

3.3 Feedback

If you provide suggestions, comments, or ideas about the Site or its content (“Feedback”), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use and exploit Feedback for any purpose without obligation to you. Feedback is non-confidential.

4. Ownership and Intellectual Property

The Site, including all content (e.g., text, graphics, logos, software, designs) and materials contained on or transmitted via the Site but excluding your User Content (“Materials”), is owned by us or our licensors and protected by copyright, trademark, and other intellectual property laws. Except for the limited license in Section 3.1, no rights, title, or interest in the Materials are granted or transferred to you. All rights not expressly granted are reserved. Trademarks displayed on the Site (“Marks”) are our property or that of third parties and may not be used without prior written consent.

5. User Content

5.1 Your Content

To the extent we make such functionality available, you may submit content to the Site (e.g., messages via contact forms, documents) (“User Content”). You retain ownership of your User Content but grant us a worldwide, perpetual, non-exclusive, irrevocable, royalty-free license to use, copy, store, display, and modify it as needed to provide the Site and comply with applicable laws.

5.2 Representations

You warrant that:

You own or have all necessary rights to your User Content.
Your User Content does not infringe third-party rights or violate laws.
Your User Content is not objectionable, defamatory, or harmful.

5.3 Monitoring

We do not control User Content but reserve the right to monitor, edit, or remove it for operational, legal, or compliance purposes. We are not liable for User Content or its removal.

6. Third-Party Links and Services

The Site may include links to third-party websites or integrate third-party tools or content. These are provided for convenience only. We do not control or endorse these third parties and are not responsible for their content, terms, or practices. Your interactions with them are at your own risk.

7. Prohibited Conduct

You agree not to use the Site:

for illegal purposes or to harm others.
to upload viruses, malware, or other harmful code.
to impersonate others or engage in fraudulent activity.
to interfere with the Site’s operation or security.
to solicit users outside the Site’s intended purpose.
to engage in any other violation of these Terms or any third-party agreements.

Violations may result in suspension, termination, or legal action.

8. Modifications to the Site or Terms

8.1 Site Changes

We may modify, suspend, or discontinue the Site (or parts thereof) at any time without notice or liability.

8.2 Terms Updates

We may revise these Terms periodically. Changes will be posted on this page with an updated “Last Updated” date. Your continued use of the Site after changes constitutes acceptance.

9. Disclaimers

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE:

The Site will be uninterrupted, error-free, or secure.
Content accuracy, completeness, or reliability.
Freedom from viruses or harmful components.

You use the Site at your own risk. Some jurisdictions may not allow disclaimer exclusions, so these may not apply to you.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

We (and our affiliates, suppliers, and agents) are not liable for indirect, incidental, special, consequential, or punitive damages (e.g., lost profits, data, or goodwill) arising from your use of or inability to use the Site, regardless of legal theory or whether we were advised of such damages.
Our total liability for any claim under these Terms is limited to $50 USD or the fees you paid us for access to or use of the Site in the 12 months prior to the claim, whichever is greater.

Some jurisdictions may not allow liability limitations, so these may not apply to you.

11. Term and Termination

11.1 Term

These Terms begin when you first use the Site and continue until terminated.

11.2 Termination

By You: You may stop using the Site at any time.
By Us: We may suspend or terminate your access at our discretion, including for violations of these Terms, legal requests, or operational needs, with or without notice.
Effect: Upon termination, your license ends, and you must stop using the Site. Sections 4, 5, 7-10, 12-15 survive termination.

12. Indemnification

You agree to defend, indemnify, and hold us, our affiliates, and our officers, employees, and agents harmless from any third-party claims, damages, or expenses (including attorneys’ fees) arising from:

Your use or misuse of the Site.
Your violation of these Terms or applicable laws.
Your User Content or infringement of third-party rights.

We may assume control of any defense at your expense.

13. Confidentiality

“Confidential Information” includes non-public data disclosed through the Site that should reasonably be considered confidential. You agree to:

Use it only as permitted by these Terms.
Not disclose it to third parties except as allowed herein or with consent.
Protect it from unauthorized use.

This does not apply to information that is public, independently developed, or legally received from another source. We may retain Confidential Information as needed for the Site or legal compliance.

14. Dispute Resolution and Arbitration

14.1 Agreement to Arbitrate

Except as noted in Section 14.2, you and we agree to resolve disputes arising under these Terms through binding individual arbitration, waiving jury trials and class actions.

14.2 Exceptions

This does not apply to:

Small claims court actions.
Injunctive relief for arbitration support.
Intellectual property claims.
Claims with respect to our provision of professional services to our clients or their receipt and use of such services, which are instead governed by the applicable engagement letter.

14.3 Process

Notice: Before arbitration, send a written dispute notice to the contact method listed below. If unresolved within 30 days, either party may initiate arbitration.
Rules: Arbitration shall be conducted in Tennessee in accordance with the American Arbitration Association (AAA) Consumer Arbitration Rules.

14.4 No Class Actions

Claims must be individual, not class or representative. The arbitrator cannot consolidate claims unless we agree.

14.5 Opt-Out

Within 30 days of accepting these Terms, you may opt out via the contact method listed below by including your name, email, and a clear opt-out statement. Other Terms remain in effect.

14.6 Governing Law

Disputes are governed by Tennessee law, with exclusive venue in federal and state courts located in Knox County, Tennessee, if arbitration does not apply.

15. Miscellaneous

Entire Agreement: These Terms are the full agreement between you and us relating to the subject matter of these Terms.
Assignment: You may not assign these Terms without our consent; we may assign freely.
Severability: If any provision is invalid, others remain enforceable.
Electronic Communications: You consent to electronic notices satisfying legal requirements.
Force Majeure: We are not liable for delays beyond our control (e.g., natural disasters).
Contact: Reach us via email at info@smithdierking.com.

Last Updated: March 1, 2025

Smith Dierking (“we,” “us,” or “our”) is committed to protecting your privacy. This Privacy Policy (“Policy”) explains how we collect, use, and share your personal information when you visit our website at smithdierking.com (the “Website”). By using our Website, you agree to the terms of this Policy. Please read it carefully.

We may update this Policy from time to time. Changes will be posted on this page with an updated “Last Updated” date. Your continued use of the Website after updates indicates your acceptance of the revised Policy.

1. Personal Information We Collect

We collect personal information to provide and improve our services and to communicate with you. The personal information we collect falls into these categories:

Information You Provide

Contact Details: When you reach out to us, you may provide your name, email address, phone number, company name, job title, or mailing address.
Communications: Messages you send us via email, forms, or inquiries, including any attachments or content you choose to share.

Information We Collect Automatically

Website Usage: Data about your visit, such as pages viewed, time spent, and links clicked, collected via cookies and analytics tools.
Device Data: Information like your IP address, browser type, operating system, and device type, gathered when you access the Website.
Location: General location (e.g., city or region) inferred from your IP address to understand our audience.

2. How We Use Your Personal Information

We use your personal information to deliver services and maintain our Website. Specifically, we may:

Respond to your inquiries and provide information about our services.
Schedule consultations, deliver advice, and manage client relationships.
Send you updates about new services or changes to this Policy (you can opt out anytime – see Section 5).
Analyze Website usage to improve functionality and user experience.
Enhance our offerings by understanding client needs and trends.
Comply with legal obligations or protect our rights and interests.

We only use your information for these purposes or as you otherwise agree.

3. How We Share Your Personal Information

We do not sell or rent your personal information to anyone. We may share it as follows:

Service Providers: To contractors, service providers, and similar third parties we use to support our business.
Legal Compliance: If required by law, court order, or to protect our rights, safety, or property.
Successor: To a buyer or other successor in the event of a sale or other transfer of our business or a portion of our business, where information about our Website users is among the assets transferred.
With Your Permission: When you direct us to share it.

4. Cookies and Analytics

We use cookies and similar tools to enhance your Website experience:

Cookies: Small files stored on your device to remember preferences, track usage, or enable features. Examples include session cookies (temporary) and persistent cookies (longer lasting).
Analytics: Tools like Google Analytics help us understand how visitors use our site, such as which pages are popular.
Control: You can manage cookies via your browser settings (e.g., refuse or delete them). Note that disabling cookies may affect Website functionality.

We do not currently respond to “Do Not Track” browser signals, as no universal standard exists.

5. Your Choices

You control how we handle your information:

Information Updates: Contact us to correct or update your details or to opt out of communications from us.
Cookies: Adjust preferences in your browser (see Section 4).
Engagement: You’re not required to provide information, but it may limit our ability to assist you.

6. Children’s Privacy

Our Website is not designed for children under 18. We do not knowingly collect information from anyone under this age. If we discover such data has been provided, we will delete it. Contact us if you believe a child has shared information with us.

7. Security

No online system is fully secure. We cannot guarantee protection against all data breaches, so use the Website at your own risk and safeguard any login details.

8. Your Rights and Requests

You may have rights depending on your location, such as:

Access: See what personal information we have about you.
Correction: Fix inaccurate details.
Deletion: Request we remove your personal information, unless we need it for legal or business reasons.
Opt-Out: Stop future contacts.

To exercise these rights, contact us via the method listed below. We’ll verify your identity before responding, typically within 30 days. If you’re in a region like the EU or California, you may have additional rights (e.g., data portability or lodging a complaint with a data protection authority). If we determine that applicable law does not afford you the right you are seeking to exercise, we will either advise you of that determination or accommodate your request voluntarily.

9. International Users

Our Website is hosted in the United States. If you’re outside the U.S., your information will be transferred to and processed here, where privacy laws may differ. By using our Website, you consent to this transfer and processing.

10. Third-Party Links

Our Website may link to external sites (e.g., social media or partner pages). We’re not responsible for their privacy practices. Review their policies before sharing information.

11. Contact Us

Questions or concerns? Contact us via email at info@smithdierking.com.