SmallBizManager ("SBM") maintains this website (our "Site") as a service to our customers and the companies, businesses and organizations they represent (collectively, "you").

Your use of the site as described above constitutes your representation to SBM that your are over 18 years of age, that you may legally enter into this agreement and that you agree with the terms of this agreement.

If you do not agree to this agreement, you should not use the site SBM site. We may modify this agreement (including without limitation the SBM Privacy Policy described herein) from time to time, and post those modifications here. Your continued use of the site after any such modification constitutes your acceptance of the modified agreement. SBM may terminate this agreement, including all your rights hereunder, at any time upon notice, with or without cause.

1. Ownership
SBM and its suppliers own all content, materials, forms, agreements, documents and other items on the Site (collectively, "Materials"). You have no ownership interest in Materials, but SBM grants you a limited license to view and use Materials as described in Section 2 ("License"). Materials are protected under applicable copyright, trademark, trade secret, and other intellectual property laws in the United States and around the world. You have no other right to view, use, copy, perform, display, or modify Materials except as described in Section 2 ("License"). SBM may modify, add to, or delete any Materials at any time, without notice to, or permission from, you or any third party.

2. License
Subject to your performance of your obligations under this Agreement, SBM hereby grants you a limited, revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) to view and use the Site and the Materials solely for your own internal business purposes. You may not republish, "mirror", "frame", transfer, or otherwise make available to third parties the Site or the Materials except with the prior, written consent of SBM.

3. Forms
YOU UNDERSTAND AND AGREE THAT THE MATERIALS MAY CONTAIN SAMPLE OR FORM AGREEMENTS, LETTERS OR OTHER DOCUMENTS ("FORMS"). FORMS MAY INCLUDE FINANCIALLY OR LEGALLY SIGNIFICANT DOCUMENTS, SUCH AS CONTRACTS, LEASES, BALANCE SHEETS, ASSIGNMENTS AND OTHER ITEMS, AND ARE PROVIDED TO YOU SOLELY AS EXAMPLES OF TYPICAL DOCUMENTS OF THEIR KIND. THE DELIVERY AND USE OF FORMS DOES NOT CONSTITUTE LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE, AND YOU ARE URGED TO CONSULT AN APPROPRIATE PROFESSIONAL LICENSED IN YOUR JURISDICTION BEFORE USING ANY FORMS. YOU THEREFORE ASSUME ALL RISK ASSOCIATED WITH FORMS, AND AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SBM, ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, OR ANY LOSSES OR LIABILITIES (INCLUDING ATTORNEYS' FEES AND COSTS) ASSOCIATED WITH SUCH CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, ARISING FROM ANY BREACH OF THIS AGREEMENT BY YOU OR ANY USE BY YOU OF THE SITE OR THE MATERIALS, INCLUDING WITHOUT LIMITATION THE FORMS.

4. Registration and Personal Information
You may have the opportunity to provide certain personal information at the Site directly to SBM or through your use of Third Party Services. The collection or use of personal information by SBM shall be governed by the SBM Privacy Policy, as modified from time to time by SBM; the terms of such Privacy Policy are hereby incorporated into this Agreement by reference. You understand and agree that the collection or use of your personal information by third parties shall be governed by any agreement or privacy policy in effect between you and such third parties, if any, and SBM shall have no liability whatsoever for any such collection or use.

5. Community
The Site contains areas such as message boards, mailing lists and directories (collectively, "Site Facilities"), where you may share information with other users. You agree that if you use any Site Facilities, you shall not share, post, transmit or otherwise disseminate any unlawful, defamatory, libelous, threatening, abusive, offensive, racist, vulgar, harassing, pornographic or obscene material of any kind, or materials that would infringe or violate the rights of any person or constitute a criminal offense or otherwise violate any applicable local, state, national or foreign law. You understand and agree that you shall not use the Site Facilities for advertising or commercial promotion of yourself or any third party. SBM does not monitor Site Facilities on a regular basis, but may do so without notice to, or permission from, you or any third party. SBM shall have the right, but not the obligation, to remove any material from Site Facilities as SBM sees fit at any time. You understand and agree that SBM, its parent, subsidiaries, affiliated companies, agents, shareholders, employees and officers shall have no liability whatsoever for any information or material contained or shared at Site Facilities.

6. Disclaimer

THE SITE AND THE MATERIALS ARE PROVIDED ON AN AS IS BASIS, WITHOUT ANY WARRANTY WHATSOEVER. MATERIALS CONTAINED IN SMALLBIZMANAGER ARE GENERAL IN NATURE, AND SMALLBIZMANAGER RECOMMENDS THAT USERS SEEK COMPETENT PROFESSIONAL ADVICE ON MATTERS OF INDIVIDUAL CONCERN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SBM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SITE AND THE MATERIALS (INCLUDING WITHOUT LIMITATION THE FORMS) MAY BE INCORRECT, OUT OF DATE, INAPPROPRIATE FOR ANY PARTICULAR TRANSACTION, AND MAY CONTAIN "BUGS", ERRORS, DEFECTS, AND MAY NOT OPERATE ERROR-FREE OR NOT PRODUCE RESULTS AS EXPECTED.

7. Damages
IN NO EVENT SHALL SBM, ITS SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES OR OFFICERS HAVE ANY LIABILITY HEREUNDER TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SBM, ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SBM AND YOU. THIS SITE AND THE MATERIALS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

8. Grant of Rights
You represent and warrant that all information provided by you in whatever format shall be non-confidential to you or any third party, and SBM may use or disclose such information without notice to, or permission from, you or any third party, subject only to the SBM Privacy Policy as described in Section 3 ("Other Use and Disclosure of Personal Information"). You hereby grant to SBM a worldwide, royalty-free, irrevocable, perpetual, non-exclusive, transferable license (with a right to grant sublicenses through multiple tiers of sublicensees) to use, execute, display, copy, perform and modify such information as SBM sees fit and for any purpose whatsoever.

9. General
This Agreement constitutes the entire and only agreement between SBM and you regarding the Site, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the information provided by or through the Site, and the subject matter of this Agreement. You agree to review this Agreement prior to reviewing any information or obtaining any documents from the Site. Any action related to this Agreement shall be governed by the substantive laws of the State of Illinois, without regard to conflicts of laws principles. The State and Federal courts located in Cook County, Illinois, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts and to extra-territorial service of process. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole in part, by you without the prior, written consent of SBM. Any purported assignment without such permission shall be void. SBM may assign this Agreement, in whole or in part, without notice to you or any third party. Any waiver of any rights of either party must be in writing, signed by the waiving party, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed, and the remaining terms shall be separately enforced. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. In the event of any conflict between this Agreement and the Privacy Policy or any other terms on the Site, this Agreement shall control.

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