ARTICLE 1. Your Acceptance of the Terms of Use
1.1 Small Business Members of America, LLC ("SBMOA"), a Florida limited liability company whose principal place of business is 750 Ocean Royale Way, Suite 805, Juno Beach, FL 33408, is providing this web site and associated services (collectively, "Services", excluding any services provided to you by SBMOA under a separate written agreement) to you subject to the terms of this legally binding agreement between you and SBMOA (the "Agreement"). This document sets forth the terms of that Agreement ("Terms"), unless otherwise agreed in writing with SBMOA.
1.2 In consideration for SBMOA granting you access to and use of the Services, you agree that you will not use the Services without first agreeing to the Terms. You further agree that by using the Services you understand and accept the Terms and that SBMOA will view your use of the Services as acceptance of the Terms. You further agree that you may not use the Services or accept the Terms if you are not of legal age to form a binding contract with SBMOA or if you are a person barred from receiving the Services under the laws of any applicable jurisdiction.
1.3 You understand and agree that SBMOA has a right to change these Terms from time to time without prior notice to you, provided, however, that the most current version of the Terms are posted on SBMOA's web site. You understand and agree that if you make any use of the Services after the Terms have been changed, such use shall constitute your acceptance of the changes in the Terms.
1.4 You agree that these Terms will continue to apply until they are terminated by either you or SBMOA in accordance with the procedures set forth in this Agreement. You agree that when these Terms come to an end, Articles 4.5, 4.9, 6, 7, and 8 of the Terms shall survive expiration or termination indefinitely.
ARTICLE 2. SBMOA's Services
2.1 You understand and agree that the Services include a broad range of discounts, advertisements, classified ads, and other resources, and that SBMOA may generate revenues from such Services and your use of the Services.
2.2 You understand and agree that the Services are likely to change from time to time, at the sole discretion of SBMOA, without prior notice to you. Such changes may include the addition to, alteration of, or termination of the Services or any part thereof. You understand and agree that all future additions and/or alterations to the Services will be subject to these Terms. You agree that SBMOA shall not be liable to you or to any third party for any changes to, suspension of, or termination of the Services.
2.3 You understand and agree that the Services are provided "as-is" and "as-available" and that SBMOA has no responsibility to maintain the Services.
2.4 You understand and agree that SBMOA, in its sole discretion, for any reason or no reason at all, has a right, without prior notice to you, to (i) immediately limit or terminate your use of the Services or (ii) terminate your SBMOA membership or this Agreement with you. You agree that under any such circumstance or combination of such circumstances, SBMOA shall not be liable to you or to any third party.
2.5 SBMOA agrees to maintain a publicly accessible portion of its web site with information regarding its privacy policy.
ARTICLE 3. Third-Party-Sourced Discounts, Advertisements, Classified Ads, and other Resources
3.1 You understand that a significant portion of the discounts, advertisements, classified ads, and other resources ("Content") displayed on the SBMOA web site is derived from third-party sources, and you agree that sole responsibility for all such third-party-sourced Content resides solely with the third parties who originated the Content. SBMOA does not guarantee the accuracy or quality of any Content, and SBMOA does not endorse any of its third-party-sourced content.
3.2 You understand that much of the Content may be protected by third parties' intellectual property rights, and you agree that you will not violate any such rights.
3.3 You understand and agree that SBMOA has a right, but not an obligation, to screen, modify, turn away, or remove any Content, inappropriate, objectionable, unlawful, or otherwise.
ARTICLE 4. Your Use of the Services
4.1 In order to register to use certain of the Services, SBMOA may require you to become a member of SBMOA ("Member") and thus part of its membership ("Membership"), and to provide information about you and/or your company. You agree that any such information you provide will be both current and accurate.
4.2 You agree that your use of the Services will be only for purposes that are permitted by the Terms.
4.3 You agree that you will not interfere with or disrupt the Services in any fashion, and that you will not post any information that is inappropriate, objectionable, or unlawful.
4.4 You agree to use the Services only for your own account and will not sell or resell the Services.
4.5 You agree that you are solely responsible for your interactions with the Services, including any profiles, classified ads, or other information that you may post ("Postings"), and that you bear full responsibility to SBMOA and to third-party viewers of your Posting for (i) your Postings or (ii) any consequences of your Postings, including any losses or damages which SBMOA may suffer.
4.6 For all Content that you submit to SBMOA, you agree to grant to SBMOA a non-exclusive, worldwide, royalty-free license to modify, display, publish, and distribute such Content in connection with the Services, and you agree that such license shall cease when such Content is removed from the Services. You warrant to SBMOA that you have the authority necessary to grant such license.
4.7 You understand and agree that your use of the Services is at your own risk and that the Services are not guaranteed to be secure.
4.8 You agree to bear sole responsibility for the security of your passwords, access to your Membership account, and your use of the Services. You agree to bear sole responsibility for all activities and transactions relating to your Membership. If you notice any unauthorized use of your account or password, you agree to notify SMBOA immediately by email to security@sbmembers.com. You agree to log out of your account at the end of each time you use the Services.
4.9 You understand and agree that you bear solely responsibility for (i) any breach you make of the Terms and (ii) any losses or damages, including those incurred by SBMOA, resulting from any such breach. You agree to indemnify and hold SBMOA and its members, employees, agents, and affiliates harmless from any claim or demand, including reasonable attorney's fees, made by any third party as a result of Content that you make available through the Services. your use of the Services, and/or your violation of the Terms.
4.10 You have no obligation to continue your use of the Services and may, at any time and at your sole discretion, stop using them without notice to SBMOA. If you wish to no longer be subject to these Terms, you agree to cancel your SBMOA membership and cease using the Services; in such an event, however, you agree to remain subject to the provisions of Article 1.4 of this Agreement.
ARTICLE 5. SBMOA's Proprietary Rights
5.1 You understand and agree the Services and the software used in delivery of the Services contain valuable intellectual property and that much of the Content is protected by intellectual property rights and laws.
5.2 You agree that in the absence of prior written authorization from SBMOA, you shall not use any of SBMOA’s logos, trade names, domain names, and other brand features.
ARTICLE 6. Exclusion of Warranties
6.1 In the event that any limitations of SBMOA's warranties or liability for losses are not lawful in your jurisdiction, then such limitations shall not apply to you.
6.2 You understand and agree that SBMOA disclaims all warranties, whether express or implied, relating to your use of the Services. In particular, SBMOA expressly does not represent or warrant to you that the Services will meet your requirements or that they will be error-free, secure, or accurate.
ARTICLE 7. Limitation of SBMOA'S Liability
7.1 You understand and agree that SBMOA shall not be liable to you for any direct, indirect, or other losses or damages you incur, regardless of cause ("Losses or Damages"). This limitation includes, but is not limited to, any Losses or Damages that result from (i) reliance you placed on any Content, (ii) dealings you may have had with any of the third-party Content contributors, and/or (iii) changes made by SBMOA to the Services.
7.2 You understand and agree that these limitations on SMBOA's liability shall apply even if SBMOA becomes aware, or should have become aware, of the possibility of any Damages arising.
ARTICLE 8. Other Information
8.1 Entire Agreement. You understand and agree that this Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof, and that all prior agreements, covenants, representations, and warranties, expressed or implied, oral or written, with respect to the subject matter hereof, are contained herein, and that all prior or contemporaneous conversations, possible and alleged agreements, representations, covenants, and warranties, with respect to the subject matter hereof, are waived, merged, and superseded hereby. This is an integrated agreement.
8.2 Waiver. You understand and agree that a failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy available upon a breach thereof shall not constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition.
8.3 Impaired Provision. You understand and agree that if any provision of this Agreement is held invalid, illegal or unenforceable in any respect (an "Impaired Provision"), (a) such Impaired Provision shall be interpreted in such a manner as to preserve, to the maximum extent possible, the intent of the parties, (b) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and (b) such decision shall not affect the validity, legality or enforceability of such Impaired Provision under other circumstances. The parties agree to negotiate in good faith and agree upon a provision to substitute for the Impaired Provision in the circumstances in which the Impaired Provision is invalid, illegal or unenforceable.
8.4 Statute of Limitations. You agree that even in the event of any law or statute to the contrary, any claims or causes of action relating to this Agreement, the Services, or the Terms must be filed within 12 months after such claim or cause of action arose or be forever barred.
8.5 Titles and Captions. You agree that all Article and Section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof.
8.6 Governing Law, Personal Jurisdiction, and Venue. You and SBMOA acknowledge and agree that any claim, controversy, dispute or action relating in any way to this Agreement or the subject matter of this Agreement shall be governed solely by the laws of the State of Florida, without regard to any conflict of laws doctrines. You and SBMOA irrevocably consent to being served with legal process issued from the state and federal courts located in Florida and irrevocably consent to the exclusive personal jurisdiction of the federal and state courts situated in the State of Florida. You and SBMOA irrevocably waive any objections to the personal jurisdiction of these courts. Said courts shall have sole and exclusive jurisdiction over any and all claims, controversies, disputes and actions which in any way relate to this Agreement or the subject matter of this Agreement. You and SBMOA also irrevocably waive any objections that these courts constitute an oppressive, unfair, or inconvenient forum and agree not to seek to change venue on these grounds or any other grounds.
May 1, 2007
