Terms and Conditions

Introduction
Welcome to SMB.co. These Terms and Conditions ("Terms") govern your use of our website (the "Site") and the services provided by SMB.co. By accessing or using the Site, including using the data, text, reports, templates, agreements, and other materials made available or enabled via the Site ("SMB.co Materials"), by browsing the Site, you agree to follow and be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site.

Changes to These Terms
We reserve the right to modify these Terms at any time at our sole discretion. When changes are made, we will make a new copy of the Terms available on our Site and update the "Last Updated" date. You should check these Terms each time you use the Site to determine if any changes have been made. Your continued use of the Site after any changes constitutes your acceptance of the amended Terms.

Use of Our Website
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Eligibility
You must be at least 18 years old to use our website. By using our website, you represent and warrant that you meet this eligibility requirement.

Account
access certain features of our website, you may be required to create an account. You agree to provide accurate and complete information during the registration process and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Prohibited Activities
You agree not to engage in any of the following prohibited activities:

• Using our website for any illegal or unauthorized purpose
• Interfering with or disrupting the operation of our website
• Attempting to gain unauthorized access to our systems or networks
• Transmitting any harmful or malicious code
• Collecting or harvesting personal information of other users
• Engaging in any activity that could harm or disrupt the experience of other users

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Listings and Transactions‍‍

Business Listings
You may create listings for businesses for sale on our website. You are solely responsible for the accuracy and completeness of the information provided in your listings. We reserve the right to remove any listings that violate these Terms or our policies.

Transactions
We are not a party to any transactions between buyers and sellers. All transactions are conducted directly between the parties. We do not guarantee the accuracy, completeness, or legality of any listings or the ability of buyers and sellers to complete transactions.

Fees
We may charge fees for certain services, such as listing fees or transaction fees. All fees are non-refundable unless otherwise stated. Unless otherwise agreed, our fees typically range from 1% to 4% and will be communicated to You prior to any transaction.

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‍Intellectual Property

Ownership
All content and materials on our website, including text, graphics, logos, images, and software, are the property of SMB.co or our licensors and are protected by intellectual property laws. You may not use, reproduce, distribute, or create derivative works from any content or materials on our website without our prior written consent.

User Content
By submitting content to our website, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute, and display such content in connection with our services. You represent and warrant that you have the right to grant this license and that your content does not violate any third-party rights.

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‍Disclaimers and Limitation of Liability

Disclaimers
Our website and services are provided on an "as-is" and "as-available" basis. We make no warranties or representations, express or implied, regarding the operation of our website or the accuracy, completeness, or reliability of any content or services provided. We disclaim all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability
To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with your use of our website or services. Our total liability to you for any claims arising from your use of our website or services shall not exceed the amount paid by you, if any, for accessing our website.

Indemnification
You (the “Indemnitor”) agree at all times to indemnify, defend and hold harmless SMB.co and its parents, affiliates, successors, customers, licensees, assigns and the officers, directors and employees of the foregoing (the “Indemnitees”) from and against any and all liabilities, claims, losses, costs, damages demands and expenses (including, without limitation, legal expenses and reasonable outside counsel fees (“Liabilities”) arising out of any breach or alleged breach by the Indemnitor or any other act or omission by the Indemnitor, including, without limitation, negligence or intentional misconduct of such party or its respective officers, directors, employees, agents, contractors, members or participants (as applicable).  The Indemnitor will reimburse the Indemnitee promptly, on demand, for any and all Liabilities made or incurred by Indemnitees to which this indemnity applies.

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‍Governing Law and Dispute Resolution

Governing Law
These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws principles.

Dispute Resolution
Any disputes arising out of or in connection with these Terms or your use of our website or services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Ohio, and the arbitrator's decision shall be enforceable in any court of competent jurisdiction.

No Legal or Tax Advice
The SMB.co Site is an online platform that provides users with information and access to business listings and related materials. The SMB.co Site is not intended to constitute specific legal, tax, and/or accounting advice or to be a substitute for advice from qualified counsel and other tax or accounting professionals. Any opinions expressed on the SMB.co Site are the opinions of the particular author and may not reflect the opinions of SMB.co or any individual professional.

No Attorney-Client Relationship
Your access and use of the SMB.co Site, or your transmission of emails to addresses on the SMB.co Site, does not create an attorney-client relationship between you andSMB.co. You should not send us any confidential information in connection with your use of the SMB.co Site. Such responses will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential unless we have agreed to act as your legal counsel and you have executed an engagement letter with us.

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Other Matters of Professional Responsibility

No Advertising or Solicitation
The SMB.co Site is not intended to be an advertisement or solicitation, but may be deemed an ADVERTISEMENT in certain jurisdictions. Under certain jurisdictions' Lawyer’s Code of Professional Responsibility, the content of the SMB.co Site might contain advertising. Prior results do not guarantee a similar outcome. Each representation has unique facts and circumstances that may impact results.

Sensitive Communications
You agree that emails sent by you to SMB.co will not be treated as confidential or invoke an attorney-client privilege. You acknowledge that email and the Internet are generally insecure media of communication, and SMB.co cannot guarantee the confidentiality of any email sent to or received by it or any information submitted by you to SMB.co through the Site.

Principal Office, Responsible Attorney
If the State Bar Rules in your jurisdiction require us to designate a principal office and/or a single attorney responsible for the SMB.co Site, SMB.co designates its ADD office as its principal office and designates ADD as the person responsible for the SMB.co Site.

Ownership
You acknowledge that the SMB.co Site is protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the SMB.co Site. You are granted a limited, non-sublicensable license to access and use the SMB.co Site and electronically copy(except where prohibited without a license) and print to hard copy portions of theSMB.co Materials for your informational, non-commercial, and personal use only.

License to Use
SMB.co grants you a limited, personal, non-exclusive, non-transferable license to use our Site for your own personal internal business use. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Site or materials provided except for modifications in filling out the materials for your authorized use. You shall not remove any copyright notice from any materials.

Resale of Materials Prohibited
By accessing SMB.co materials, you agree that the materials you access may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of SMB.co.

Linking and Framing
We prohibit the use of any links to the SMB.co Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the SMB.co Site with any other website without our prior written permission.

Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE SMB.co SITE, INCLUDING THE LISTINGS, IS ATYOUR SOLE RISK, AND THE SMB.co SITE, INCLUDING THE LISTINGS, IS PROVIDED ONAN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SMB.co AND ITS PARTNERS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE SMB.co SITE, INCLUDING THE LISTINGS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The listings may be inappropriate for your particular circumstances. Furthermore, state laws or national laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the listings are only samples and may not be applicable to a particular situation.

Limitation of Liability
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OF THE SMB.co PARTIES BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SMB.co SITE WHETHER OR NOT SMB.co HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF THE SMB.co PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SMB.co SITE SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING SUCH AN EVENT, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE SMB.co PARTIES.

Indemnification
You agree to make the SMB.co Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the SMB.co Site or any violation of these Terms.

Material Use

You are aware and understand that the SMB.co Materials and all other documents provided through the services are provided to you for educational and conceptual purposes.  You acknowledge that you should consult, advise, and engage with legal counsel, financial professionals, accountants, or any other applicable licensed professional prior to utilizing any of the SMB.co Materials. SMB.co does not guarantee that any of the SMB.co Materials are accurate, compliant, or appropriate for your specific contemplated use.

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‍Responsibility for User Content

Types of Content
You acknowledge that you, and not SMB.co, are entirely responsible for all information, data, text, messages, and/or other materials (“Content“) that you upload, post, email, transmit, or otherwise make available (“Make Available“) through the SMB.co Site (“YourContent“), and other users of the SMB.co Site, and not SMB.co, are similarly responsible for all Content they Make Available through the SMB.co Site.

No Obligation to Pre-Screen Content
You acknowledge that SMB.co has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted, or otherwise made available by third parties on the SMB.co Site), although SMB.co reserves the right in its sole discretion to pre-screen, refuse, or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that SMB.co pre-screens, refuses, or removes any Content, you acknowledge that SMB.co will do so for SMB.co’s benefit, not yours. Without limiting the foregoing, SMB.co shall have the right to remove any Content that violates the Terms, violates any applicable laws, regulations, or codes, or is otherwise objectionable.

Storage
SMB.co has no obligation to store any of Your Content that you Make Available on theSMB.co Site. SMB.co has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the SMB.co Site.

Personal Data
Where Your Content contains your personal data (such as your name and voice), SMB.co will collect, use, and disclose your personal data in compliance with all applicable personal data protection laws and our privacy policy.

Acceptable Use Policy
As a condition of use, you agree not to use the SMB.co Site for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through theSMB.co Site that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data, or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk email; (d) involves commercial activities and/or sales without SMB.co’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of SMB.co; (f) interferes with, or attempts to interfere with, the proper functioning of the SMB.co Site or uses the SMB.co Site in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the SMB.co Site, including but not limited to violating or attempting to violate any security features of the SMB.co Site, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages contained in the SMB.co Site, introducing viruses, worms, or similar harmful code into the SMB.co Site, or interfering or attempting to interfere with use of the SMB.co Site by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the SMB.co Site.

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‍General‍

‍Termination
Notwithstanding any of these Terms, SMB.co reserves the right, without notice and in its sole discretion, to terminate your license to use the SMB.co Site, and to block or prevent your future access to the SMB.co Site.

Submissions
You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, or other information or materials regarding the SMB.co Site (but excluding any client information) (the “Feedback“) that is provided by you in the form of email or other submissions to SMB.co, or any postings on the SMB.co Site, are (as between you andSMB.co) non-confidential and shall become the sole property of SMB.co. SMB.co shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Third Party Information
We may hyperlink to or otherwise make third party information available on the SMB.co Site. This is done solely for the purposes of convenience. We do not endorse or approve of any such third party information or such third parties. If you decide to access linked third party sites, you do so at your own risk. You should direct any concerns regarding any third party sites to the administrator of the applicable third party site. You should also refer to the separate terms of use, privacy policies, and other rules posted on the third party sites before you use them.

Waiver
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Export Control
You may not access, download, use, or export the SMB.co Site in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the SMB.co Materials are subject to the United States Export Administration Laws and Regulations and agree that none of the SMB.co Materials or any direct product therefrom is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.

Entire Agreement
The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.
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Contact Us
If you have any questions or concerns about these Terms, please contact us at:
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SMB.co
support@smb.co

6809 Main Street, Unit #346
Cincinnati, OH 45244

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