Welcome to the Small Biz Express ("SBX") website (the "Site"). By accessing this Site, you agree to be bound by the terms and conditions below (the "Terms"). If you do not agree to all of the Terms, please do not use the Site. SBX may from time to time modify or revise the Terms by updating this Web page. Your use of our Site following any such change constitutes your agreement to follow and be bound by the Terms as changed. If any change is unacceptable to you, your only recourse is to terminate your use of the Site.
COPYRIGHT AND TRADEMARK NOTICE
This Site and its contents, including, but not limited to, text, photographs, graphics, illustrations, video, sound, and other material (all such content collectively referred to as "Content") are protected under United States and international copyright laws and are the property of SBX or its third-party licensors. All rights reserved. All logos, splash screens, page headers, custom graphics, and button icons displayed on this Site are service marks, trademarks, and/or trade dress (collectively, "Marks") of SBX or its third-party licensors. Except as specifically permitted herein, copying, distributing, transmitting, displaying, modifying, selling, or participating in the sale of, or otherwise exploiting or using any Content or any Marks in any form or by any means without the express written permission of SBX is prohibited and may violate the copyright or trademark laws of the United States and/or other countries.
The Site and its Contents are intended solely for personal, noncommercial use by the users of our Site. You may download or copy the Contents displayed on the Site for the sole purpose of using the Site as a personal resource, provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. No right, title, or interest in any downloaded materials is transferred to you as a result of any such downloading or copying.
YOUR COMMENTS
We appreciate your comments, remarks, feedback, suggestions, ideas, and other submissions you disclose or transmit to us (collectively, "Comments"). You grant SBX and its affiliates a perpetual, irrevocable, worldwide, royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, publicly perform, and publicly display (in whole or in part) your Comments, your name, and any related copyrights, moral rights, or other intellectual property rights.
PRIVACY
It is our policy to respect the privacy of individuals who visit the Site or provide Comments to us. Our privacy policy (the "Privacy Policy"), which you may view at http://www.smallbizexpress.com/Privacy-Policy.php, is incorporated herein by reference. By accepting these Terms, you expressly consent to the use and disclosure of your personally identifiable and other information as described in the Privacy Policy.
LINKED SITES
This Site may contain links to other websites ("Linked Sites"). SBX does not operate or control any information, products, or services on the Linked Sites and does not endorse or approve any products or information offered at Linked Sites. You acknowledge and agree that your access or use of any Linked Site is at your own risk.
DISCLAIMER
THIS SITE, ITS CONTENTS, AND ALL INFORMATION, PRODUCTS, AND SERVICES CONTAINED IN OR OFFERED THROUGH THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. SBX EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SBX DOES NOT WARRANT THAT THIS SITE OR ITS CONTENTS WILL BE COMPLETE, ACCURATE, UNINTERRUPTED, SECURE, OR ERROR FREE OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL INFORMATION ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.
INDEMNIFICATION
You agree to defend, indemnify, and hold SBX harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses, including attorneys' fees, arising from or related to your (i) use of the Site or (ii) violation of any of these Terms.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SBX BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE OR GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THIS SITE, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, EVEN IF SBX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SBX's total liability for any claim arising from or related to your use of this Site shall not exceed one hundred dollars (US$100).
MISCELLANEOUS
These Terms are governed by and shall be construed in accordance with the laws of the State of Illinois without giving effect to any principles of conflicts of law. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms are effective unless and until terminated by SBX.
Service Agreement
TERMS AND CONDITIONS PERTAINING TO:
SMALL BIZ EXPRESS SERVICES WEBSITES
THESE ARE THE TERMS AND CONDITIONS ("Agreement") APPLICABLE TO THE PURCHASE AND SALE OF WEBSITE RELATED SERVICES AMONG YOU ("Customer", "you" or "your") AND SMALL BIZ EXPRESS INC. ("Small Biz Express, "us", "we" or "our"). IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY SMALL BIZ EXPRESS WITHIN TEN (10) DAYS OF YOUR ORDER AND THE SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY EXCEPT PAYMENT FOR WORK ALREADY EXECUTED SUCH AS DESIGN AND DEVELOPMENT COSTS OF A WEBSITE WHICH ARE NOT REFUNDABLE UNDER ANY CIRCUMSTANCES. FAILURE TO NOTIFY SMALL BIZ EXPRESS OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.
IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM SMALL BIZ EXPRESS, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS, AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: HTTP://WWW.SMALLBIZEXPRESS.COM/LEGAL.PHP.
1. PAYMENT Customer shall pay Small Biz Express for the Services provided. If Customer exceeds stated limits for any part of the Services, additional fees may apply based on posted rates. All rates are stated net of all applicable federal, state, and local taxes. On any amounts not paid when due, Customer agrees to pay interest at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys' fees. Customer agrees to execute financing statements and other instruments at Small Biz Express' request. A $20 (Twenty U.S. Dollars) collection fee will be charged for all dishonored checks. A $20 (Twenty U.S. Dollars) fee will be assessed for the following reasons:
late payment,
payment with insufficient funds,
denied or invalid credit card number, or
restart of Service terminated for nonpayment. Payment is late after the tenth (10th) day of the month. Small Biz Express may change any fee, rate, or plan upon thirty (30) days' notice (except for hosting fees [see Section 5 herein]).
2. CUSTOMER OBLIGATIONS FOR WEBSITE CREATION, MAINTENANCE AND CANCELLATION Customer shall be responsible for the following:
Providing Small Biz Express with all necessary information, data, text, music, sound, images, photographs, graphics, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and other materials ("Content") in connection with development of the Website other than that which is supplied by Small Biz Express.
Contacting Small Biz Express for all changes, modifications, and enhancements to the Website and/or Services starting from the date of sale.
Providing feedback to Small Biz Express within ten (10) days of site publication with changes that would be a part of site design and development. Lack of communication from the customer shall constitute approval to submit the site to search engines.
Informing Small Biz Express through E-Mail with notice of Customer's decision to cancel or discontinue the Services starting from the date of sale. IF CUSTOMER DECIDES TO CANCEL, CUSTOMER MUST CONTACT AND NOTIFY SMALL BIZ EXPRESS OF THE DECISION TO CANCEL BY WRITING TO service@smallbizexpress.com
IF NO SUCH NOTIFICATION IS GIVEN TO SMALL BIZ EXPRESS BY CUSTOMER, SMALL BIZ EXPRESS WILL ASSUME THAT CUSTOMER IS SATISFIED WITH AND ACCEPTS THE SERVICES, AND SMALL BIZ EXPRESS WILL BEGIN BILLING THE MONTHLY SERVICE FEE DIRECTLY TO CREDIT CARD, OR AUTOMATED CLEARING HOUSE (ACH). The set up costs (also known as Design and Development costs) will be charged upon publication of the first draft of the website by Small Biz Express and are not refundable under any circumstances.
Obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
To the extent Customer gathers any personal information about visitors to the Website, Customer will not share that personal information with any third party without first obtaining a visitor's consent.
Providing current and updated contact information (including e-mail address and fax number) for Small Biz Express' use in contacting Customer concerning the Website.
Customer represents to Small Biz Express that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user.
Ensuring that the Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.
Ensuring the accuracy of materials provided to Small Biz Express, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
3. FEES NON REFUNDABLE Customer understands that any fees and annual or monthly charges are nonrefundable.
4. DESIGN AND DEVELOPMENT SERVICES Design and Development of the site is commenced immediately on the basis of recorded order verification. The payment is due immediately on the publishing of the first draft of the website. The customer will have two reviews within a period of ten (10) days after website publication to request Small Biz Express for reasonable changes to the website. After ten days, the customer shall have the opportunity to make changes as monthly updates in accordance with their service plan.
5. ONGOING SERVICES Service commencement is initiated on the basis of recorded order verification and begins on the date that the Website is published and available on the Internet. This is the site "origination date" or "active date." Upon cancellation, Customer will receive a final bill reflecting the balance due for any remaining charges. Customer agrees to pay all fees incurred by Customer and billed to Customer via credit card, check, direct billing and/or third party billing arrangement. Direct billing is due upon receipt of invoice. Small Biz Express reserves the right to adjust its hosting fees from time to time without prior notice to Customer.
6. CUSTOMER OBLIGATION ON USAGE OF SMALL BIZ EXPRESS SERVICES Customer will use the Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Small Biz Express reserves the right to terminate or suspend Services without notice if such interference is determined by Small Biz Express to exist. Such interference or disruption includes, but is not limited to:
wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
propagation of computer worms or viruses, and
use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
7. SMALL BIZ EXPRESS RIGHT TO TERMINATE THE SERVICES Small Biz Express reserves the right to deny, terminate, or suspend Services without notice if, in Small Biz Express' sole discretion, the Services is used by Customer in a manner that violates or may violate the following standards, and Small Biz Express reserves the right to reject, alter, modify, or remove the Website, Website domain name, URL address, or any Website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Small Biz Express in its sole discretion deems to be:
An infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right. By using the Service, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely "cybersquatting," i.e., obtaining the URL merely to attempt to sell the rights to the URL or subdomain to some third party.
In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders; or
States or implies that the Website is placed by Small Biz Express or any party with a contractual relationship with Small Biz Express, or that such parties endorse the Customer's products or services.
Pornographic or obscene. Small Biz Express neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Small Biz Express reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any Services rendered to Customer by Small Biz Express are an appropriate recompense to Small Biz Express for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Small Biz Express will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
Violent or encouraging violence.
Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
Intentional holding of Small Biz Express (including its affiliates) or their employees or stockholders up to public scorn, ridicule, or defamation.
8. NO WARRANTIES OR GUARANTEES The Services are provided on an "as is" and "as available" basis. Small Biz Express' entire liability and Customer's exclusive remedy against Small Biz Express for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Small Biz Express during the period of time that the Services contracted for were interrupted or not provided properly or continuously. The entire liability of Small Biz Express and Customer's exclusive remedy against Small Biz Express for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE SERVICE IS AT THEIR OWN RISK AND SMALL BIZ EXPRESS DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SMALL BIZ EXPRESS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Small Biz Express disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Website and any information available on it, and the delay or inability to use the site or any information, even if Small Biz Express has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Except as expressly stated herein, Small Biz Express disclaims any and all warranties to Customer, expressed or implied, including implied warranties of merchantability and fitness for a particular purpose.
9. NOT LIABLE TO THIRD PARTIES Small Biz Express will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through use of the Website. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Small Biz Express, including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:
acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
acquiring any authorization(s) necessary for hypertext links to third party websites;
the accuracy of materials provided to Small Biz Express, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer; and
ensuring that the Website content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. Small Biz Express shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Small Biz Express disclaims any responsibility for any content, goods, and services available through the Website, or the quality or accuracy of any information in the Website. Small Biz Express will not endorse, warrant, or guarantee any product or service offered through the Website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Services or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. SMALL BIZ EXPRESS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
10. INDEMNITY Customer agrees to defend, indemnify, and hold harmless Small Biz Express and each of Small Biz Express' officers, directors, employees, agents, and affiliates from, against, and in respect of:
any and all losses, damages or deficiencies resulting from any third party claim against Small Biz Express in connection with the Website (including, but not limited to, website content) or the URL
any and all losses, costs (including reasonable attorney's fees), expenses, damages, assessments, or judgments (collectively, "Liabilities"), resulting from any claim against any of such parties in connection with the Website,
any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content and
all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Small Biz Express' reasonable legal fees and expenses (whether incident to the foregoing or to Small Biz Express' enforcement of said rights or defense and indemnity).
11. SUSPENSION AND TERMINATION RIGHTS Small Biz Express reserves the right to suspend or terminate Service with or without notice to Customer if Small Biz Express determines, in its sole discretion that Customer has failed to comply with its obligations as set forth in this Agreement.
12. INTELLECTUAL PROPERTY As between Customer and Small Biz Express, all Content provided by Customer to Small Biz Express for inclusion to the website shall remain the sole and exclusive property of Customer. Customer acknowledges that all Content is owned by Customer or that Customer has a legal right to such Content. With the exception of Customer's ownership interest as identified in the previous two sentences, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, domain name(s), and all other intellectual property rights, shall remain exclusively with Small Biz Express. Upon termination of the Services, should Customer desire to obtain the proprietary, copyright, or ownership rights to the Website, Customer must obtain express, written permission from Small Biz Express, and Customer shall compensate Small Biz Express a royalty fee of twelve (12) times the then-current monthly fee received by Small Biz Express for the Service as compensation for assignment of the proprietary rights to the website. Such ownership or proprietary rights assignment shall be limited to the actual URL address, Website and its underlying HTML script or coding as developed for Customer by Small Biz Express, but shall not include any rights to Small Biz Express' software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Small Biz Express' products or services, which shall remain the sole and exclusive property of Small Biz Express and its suppliers, affiliates, partners, and licensors.
13. AGREEMENT GOVERNED BY STATE OF DELAWARE This Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Wilmington and the State of Delaware, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part except in a writing signed by the parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
14. NO WAIVER OF RIGHT Any failure by Small Biz Express to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Customer, Small Biz Express, and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect.
15. AMENDMENT This Agreement constitutes the entire agreement of the parties relative to its subject matter. Customer may not waive, modify or supplement, this Agreement in whole or in part, except for written permission or amendment by Small Biz Express. Small Biz Express reserves the right to unilaterally modify and revise the Terms and Conditions of this Agreement from time to time. Such modifications or revisions shall be provided to Customer via the Notice provisions set forth in Section 15 herein, and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the Terms and Conditions, and may only reject such modifications or revisions by canceling the Service.
16. CUSTOMER NOTICE Notice to Customer shall be deemed effective when
sent via e-mail to the last known Customer contact e-mail address, or if none, to the last known Customer fax number, or if none, when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address or
posted at http://www.smallbizexpress.com/legal.php, as updated from time to time. Notices required to be given by Customer may be made by calling Small Biz Express at 1-888-7Biz Web.
17. NO AGENCY OR ANY OTHER SPECIAL RELATIONSHIP This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Small Biz Express. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
Online Marketing Terms and Conditions
THESE ARE THE TERMS AND CONDITIONS ("Agreement") APPLICABLE TO THE PURCHASE AND SALE OF ONLINE MARKETING RELATED SERVICES BETWEEN YOU ("Customer", "you" or "your") AND SMALL BIZ EXPRESS INC. ("Small Biz Express", "us" "we" or "our"). IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY SMALL BIZ EXPRESS WITHIN THREE (3) DAYS OF YOUR ORDER DATE, AND THE SERVICES WILL BE CANCELED, A REFUND OF ANY FUNDS ALREADY PAID WILL BE ISSUED, AND THERE WILL BE NO FURTHER OBLIGATIONS BY EITHER PARTY. FAILURE TO NOTIFY SMALL BIZ EXPRESS OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.
IN ADDITION, THE CUSTOMER MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM SMALL BIZ EXPRESS, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS WILL BE PRESENTED TO THE CUSTOMER AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS THE CUSTOMERS' OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: http://www.SmallBizExpress/Legal.
Small Biz Express reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both, existing or future customers. Small Biz Express may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Small Biz Express's posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1.
Small Biz Express will provide Customer with Online Marketing and Internet Promotional Services (the "Services") including, but not limited to, Local Search Pay Per Click Advertising, Search Engine Submissions, Yellow Pages Directory Submissions, Display Advertisements, Pay Per Click Advertising, Toll Free Number Tracking, and Small Biz Express's tracking landing pages. These services are more fully described on the Web page www.Small Biz Express/onlineadvertising. Customer hereby grants to Small Biz Express and its subcontractors the necessary rights and licenses with respect to such Services to carry out obligations under this Agreement.
2.
Depending on the method of sale, Small Biz Express shall provide Customer with Services at the prices designated on the Order Confirmation Letter. All set up, monthly, and annual fees are non-refundable and the Customer is obligated to pay for the full amount of the Agreement, even if such full amount is scheduled to be paid in monthly installments. If Customer elects to pay for the Services in monthly installments, all monthly installments must be received on or before the applicable due date. Should any monthly or annual fee payments become delinquent, Small Biz Express may suspend or cancel the Services, including removal of Customer's Services; however charges will continue to accrue in accordance with the Term and prices of this Agreement. Small Biz Express may bill an additional charge to reinstate a suspended Customer account. Upon reinstatement of a suspended Customer account, Small Biz Express does not warrant or guarantee that the Customer's Services will be re-established in the same or comparable position as Customer may have had prior to suspension. If Small Biz Express provides any Service discount to Customer and Customer defaults on its payments or obligations as outlined herein, Small Biz Express may rescind all discounts and require full payment for the Services. Small Biz Express reserves the right to refer any amounts owed hereunder to a third party for collection in the event of ongoing default. Small Biz Express may change any fee, rate or plan at any time upon notice to Customer in accordance with Section 15 herein.
3.
Payment for Services will be made via a charge to the Customer's credit card or bank account ("Account"). If Customer exceeds stated limits for any part of the Services, additional fees may apply based on posted rates. Customer understands that except as specifically provided herein, any fees or monthly charges are nonrefundable. By submitting your order for processing, you authorize us to charge your order (including taxes and any amounts shown to you before submission) to your Account. If your Account cannot be verified, is invalid, or is not otherwise acceptable, your order will be suspended automatically. You will also be liable for all attorney and collection fees arising from Small Biz Express's efforts to collect any unpaid balance of your Small Biz Express fees.
4.
Positioning of Services on any page is at the sole discretion of Small Biz Express's Service Partners. Any Small Biz Express Service Partner may, at its sole discretion, remove from the insertion order (and substitute with similar inventory) any keyword or category page that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party. Small Biz Express shall be responsible for informing the customer of such actions by any Small Biz Express Service Partner.
5.
Small Biz Express and its Service Partners make no guarantees with respect to usage statistics or levels of impressions for any Services provided. Customer acknowledges that delivery statistics provided by Small Biz Express's Service Partners are the official, definitive measurements of such Service Partners' performance on any delivery obligations.
6.
All phone numbers associated with the Toll Free Number Tracking Service are acquired by Small Biz Express or its Service Partners on behalf of Customer and as such, are registered to and are controlled exclusively by Small Biz Express. Customer acknowledges that they have no claim of ownership or claim of use as it relates to each phone number.
7.
All contents are subject to the approval of Small Biz Express and its Service Partners. Small Biz Express and it's Service Partners reserve the right to reject or cancel any advertisement, insertion order, URL link, space reservation, position commitment or any element thereof, at any time, for any reason whatsoever in its sole discretion (including belief by Small Biz Express or its Service Partners that placement of advertisement, URL link, etc., may subject Small Biz Express or its Service Partners to criminal or civil liability). Customer hereby grants to Small Biz Express and its Service Partners a non-exclusive, worldwide, fully paid license to use, reproduce and display any advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith. During the term of this Agreement, it is the responsibility of Customer to inform Small Biz Express in writing of any changes in the address, telephone number or URL of Customer and any other information that is material to the Services. As between Customer and Small Biz Express, all materials, information, and other content provided by Customer to Small Biz Express for fulfillment of Services shall remain the sole and exclusive property of Customer. However, all rights pertaining to any advertisement created by Small Biz Express, whether now or hereafter existing, are reserved by Small Biz Express.
8.
Customer represents to Small Biz Express that:
Providing Small Biz Express with all necessary information, data, text, music, sound, images, photographs, graphics, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and other materials ("Content") in connection with development of the Website other than that which is supplied by Small Biz Express.
Contacting Small Biz Express for all changes, modifications, and enhancements to the Website and/or Services starting from the date of sale.
Providing feedback to Small Biz Express within ten (10) days of site publication with changes that would be a part of site design and development. Lack of communication from the customer shall constitute approval to submit the site to search engines.
Customer is at least eighteen years old. Small Biz Express reserves the right to reject any content that it deems to be in violation of this section, or which is otherwise objectionable.
9.
This Agreement involves the sale of services and not the sale of goods. Small Biz Express makes no Warranty that its Service Partners will continue to operate the applicable Service offering or that access to Small Biz Express hosting servers will be accessible without interruption or error. Small Biz Express and its Service Partners do not guarantee or warrant any sales results in connection with the Services purchased. Reasonable care is taken to ensure that online marketing is accurate, although Small Biz Express does not guarantee 100% accuracy. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE SERVICE IS AT ITS OWN RISK AND SMALL BIZ EXPRESS DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SMALL BIZ EXPRESS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Small Biz Express's entire liability and Customer's exclusive remedy against Small Biz Express for any failure of service under this Agreement, or the performance or non-performance of any obligation under this Agreement, shall be limited to a refund of the amounts paid to Small Biz Express during the period of time that the services contracted for were interrupted or not provided properly or continuously. Small Biz Express disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer and shall in no event be liable for consequential, special or incidental damages, including lost profits, loss of use, claims of third parties, or other losses of any kind.
10.
In the event that Small Biz Express or its Service Partners
fail to publish an advertisement in accordance with the schedule provided in the Insertion Order,
fail to deliver the guaranteed pay per click advertising within the specified time frame,
fail to deliver the number of total page views specified in the Order Form (if any) by the end of the specified period, or
of any other failure, technical or otherwise, of such advertisement to appear as provided in the Order Form, the sole liability of Small Biz Express and its Service Partners to Customer shall be limited to, at the sole discretion of Small Biz Express and/or its Service Partners,
a pro rata refund of the advertising fee representing undelivered page views,
rollover of the guaranteed pay per click advertising into a subsequent time frame,
placement of the advertisement at a later time in a comparable position, or
extension of the term of the Insertion Order until total page views are delivered. In no event shall Small Biz Express or its Service Partners be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the services designated in the Order Form, Terms and Conditions or publication of the advertisement, even if Small Biz Express or its Service Partners have been advised of the possibility of such damages. Without limiting the foregoing, Small Biz Express and its Service Partners shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Small Biz Express or its Service Partners affecting production or delivery in any manner.
11.
Customer agrees to defend, indemnify and hold harmless Small Biz Express's officers, directors, employees, agents, and affiliates from, against and in respect of:
any and all losses, damages or deficiencies resulting from any third party claim against Small Biz Express in connection with Services rendered hereunder and
all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments or judgments in respect thereof regardless of the merit thereof, including Small Biz Express's reasonable legal fees and expenses (whether incident to the foregoing or to Small Biz Express's enforcement of said rights of defense and indemnity).
12.
Advertisements or other promotional materials/content are accepted by Small Biz Express and its Service Partners upon the representation that Customer has the right to publish the contents of the advertisement or promotional materials/content without infringing the rights of any third party and without violating any law. In consideration of such publication, Customer agrees, at its own expense, to indemnify, defend and hold harmless Small Biz Express and its Service Partners, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Small Biz Express and its Service Partners in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of publication of the advertisement and/or any material, product or service of Customer to which users can link through the advertisement or promotional materials/content (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
13.
Depending on the method of acceptance, the Term of this Agreement shall commence upon either
The recorded order verification,
The date Customer's signature appears on the Customer Services Agreement,
The date Customer's signature appears on the Order Form, or
The date verbal authorization is communicated by Customer to a Small Biz Express authorized representative and such authorization is duly noted in the Customer's service record, and shall continue for the period specified therein. Any renewal of this Agreement and acceptance of any Services order shall be at Small Biz Express's or its Service Partners' sole discretion. Pricing for any renewal period is subject to change by Small Biz Express or its Service Partners from time to time. Small Biz Express may terminate this Agreement at any time for any reason whatsoever upon fifteen (15) days prior written notice to Customer. Additionally, Small Biz Express reserves the right to suspend or terminate Services immediately with or without notice to Customer if Small Biz Express determines, in its sole discretion, that Customer has failed to comply with its payment obligations as set forth in this Agreement or if Small Biz Express determines Customer is utilizing the Services in a manner that is unlawful, illegal, or infringing upon the rights of third parties. Furthermore, Customer agrees to abide by any applicable rules, regulations and/or Acceptable Use standards of Small Biz Express and the Small Biz Express Service Partners that may be applicable to the Services from time to time in the future.
14.
This Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the State of Delaware, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part by Small Biz Express except in writing signed by Small Biz Express or posted by Small Biz Express. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
15.
Notice to Customer shall be deemed effective when
sent via e-mail to the last known Customer contact e-mail address, or if none, to the last known Customer fax number, or if none, when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address or
posted at www.Small Biz Express/Legal/legal.php, as updated from time to time. Notices required to be given by Customer may be made by calling 1-888-724-9932.
16.
Customer acknowledges that Customer has read this Agreement, understands it and agrees to be bound by its terms and conditions. If an agent or representative of Customer executes this Agreement on behalf of the Customer, the agent or representative represents that he/she has full authority to enter this Agreement on behalf of Customer, and the undersigned agent or representative hereby personally guarantees any payment or performance obligations of Customer as outlined herein. In the event that written execution of this Agreement is required by Small Biz Express, Customer agrees that faxed copies of this Agreement containing the written dates and signatures of the parties shall be deemed as original copies.
