Terms & Conditions

SMB Funds Terms of Service – Found at (https://smbfunds.net/terms/)

Thank you for using our products, solutions, and services (“Service or Services“). The Services are provided by SMBFunds.net (“AJ Global Ventures LLC“), located in Sterling, Virginia, United States.

By clicking the “I Accept” button displayed online in our SMB Funds Client Portal as a part of your ordering process or signing any document that refers to this “General Terms” Agreement, you agree to these terms and conditions (the “Agreement”) governing the Services we provide you. Even if you do not use our SMB Funds Portal, our non-electronic process is similar, and by using our Services, you are agreeing to these terms and conditions. Please read them carefully.

In addition to these “General Terms“, we have specific Services Agreements that describe the terms or product/service requirements that will apply. Those additional terms (“Service Terms“) will be available when you request a Service. Additional terms may be stated on our website, or online in our Client Portal, or in other documents using names such as “Agreement,” “Statement of Work (SOW),” “Invoice,” or “Receipt,” all of which are herein referred to as “Agreement(s).” Typically, the additional documents will specify details such as the price, the specific SMB Funds Service, and the time you have agreed to use the SMB Funds Service (one-time purchase, month-to-month, or multiple consecutive months). These additional terms and details become part of your Agreement with us when you use the particular Service.

We refer to our General Terms of Services as our “General Terms” or “Agreement” when we are referring not only to our General Terms of Services but also to “Service Terms,” Agreements, Invoices, Orders, Receipts, and Policies found in documents relating to Services that SMB Funds provides to you. SMB Funds may add to, delete from, or modify any of these terms at any time without liability. Changes to the General Terms will not apply retroactively and will become effective 7 days after posting; however, changes to functionality or those made for legal reasons will be effective immediately. Similarly, our Service Terms, as they apply to any specific Agreement, may be revised during the term of that Agreement, and those revisions will not apply retroactively but will become effective 7 days after posting; however, revisions to functionality, for legal reasons, or if imposed by a Third Party Provider, will be effective immediately. The revised Terms will be posted at www.smbfunds.net/terms. You should look at these Terms regularly.

Overview. The terms “you” and “your” refer to the person that agrees to a Service. The term “Order” or “Invoice” refers to a specific product(s) or service(s) that you have requested SMB Funds provide. You will have agreed to this through any means, including an authorized representative of SMB Funds who completes an order on your behalf as you instruct either over the telephone or in person or via email, or through a request via the SMB Funds website. All Sections within our General Terms (this document) apply to all services you order. Additional terms that relate to specific Services may be described in one or more Agreements, however presented to you whether separately or through a SMB Funds, Inc. website. In addition, you agree to be bound by the SMB Funds General Terms of Service, Terms of Use, Privacy Policy, and any other policies that SMB Funds posts on its website, smbfunds.net, or any of the other SMB Funds websites from time to time, each as it may be modified from time to time. SMB Funds’ Privacy Policy may be viewed online on the SMB Funds website. SMB Funds reserves the right to modify its privacy and security policies occasionally. The Policies, your Agreement, and related documents are incorporated into and form a part of your Agreement. To the extent there is a conflict among or between any of those documents, they will govern in the following order of precedence: (a) the Invoice/Receipt, (b) the specific Agreement, (c) these General Terms, and (d) the Policies.
Authorization. Any individual that places an order with SMB Funds on behalf of another person or business represents and warrants that (a) he or she is a duly authorized agent of that other person or business and has the authority to enter into this Agreement and to place that order on behalf of that other person or business, and (b) this Agreement is binding and enforceable against that other person or business. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK ON THE “I AGREE” BUTTON, AND YOU MUST NOT AGREE TO ANY INVOICE OR CONFIRMATION. IF YOU PLACE AN ORDER WITH SMB Funds ON BEHALF OF ANOTHER PERSON OR BUSINESS AND YOU DO NOT HAVE THE AUTHORITY TO BIND THAT OTHER PERSON OR BUSINESS, YOU ALSO WILL BE PERSONALLY LIABLE TO SMB Funds UNDER THIS AGREEMENT.
Services. Subject to your compliance with this Agreement, (a) you may occasionally purchase one or more Services from SMB Funds, and (b) SMB Funds will provide those Services to you in accordance with this Agreement. THE SERVICES ARE INTENDED SOLELY FOR BUSINESS AND COMMERCIAL USE AND NOT FOR FAMILY, HOUSEHOLD, OR CONSUMER USES.
Charges and Payment of Fees, Taxes. Unless expressly provided otherwise in your Invoice, in an Agreement, or as required by law, all fees are fully earned upon payment and upon each renewal of your Service. All payments must be made in advance and, once made, are non-cancelable, and all amounts are non-refundable.
1. You agree to pay SMB Funds any initial one-time fee or fees, such as a set-up fee or product fee, as well as other fees related to each Service as specified in your Invoice/Receipt. All initial, one-time fees are non-refundable.
2. In certain situations, such as special promotional multi-month commitments, the set-up fee or other initial fees may be partially or fully waived. In all cases, you must fulfill the terms set forth for qualification for the partial or full waiver, and if you fail to fulfill the terms (for example, if you exercise an included option to change or cancel the Service before completing a promotional multi-month Agreement), you then agree to pay the unpaid/waived portion of the fees as well as any specified cancellation charges or other fees that are due.
3. If your selected SMB Funds Service recurs or renews automatically, you understand that SMB Funds will not send you a new Invoice for each new term or billing period unless you specifically agree to pay a different fee. If you agree to a different Service Fee, you will do so by acknowledging that different fee in a new Invoice or by agreeing in another document such as an email or Agreement. The fees for any renewal term or recurring monthly service fee will be the amount specified in your initial Invoice or in the relevant Agreement. You agree to pay all fees as and when described in your Invoice, or if your Invoice does not specify the payment terms, then you will pay the fees as and when specified in the relevant Agreement.
4. Unless stated otherwise on your Invoice or in your Services Agreement, for Services that are provided on a “month-to-month” basis, you agree to pay the Monthly Service Fee each month on the same date you opened your account. The Monthly Service Fee is due in advance of the delivery of Services. For example, if you opened your account on March 15, your Monthly Service Fee will be due on the 15th of each month thereafter until your account is terminated; and in this example, the Monthly Service Fee for Services delivered from April 15 to May 14 would be due on April 15.
5. Fee Changes. SMB Funds will give you at least 30 days advance notice of any changes in ongoing fees for Services that we provide to you on a month-to-month basis. We will send this notice via email to your email address on file with SMB Funds. If you do not want to continue Services at the new fee, you agree to cancel your Service(s) as provided in the terms associated with that Service.
6. Taxes. You agree to pay all sales, use, value-added and other taxes (other than taxes based on SMB Funds’ income) related to your purchase and/or use of the Services.
Billing and Payment. When you provide or send your credit card or other payment information to SMB Funds, that act will constitute your express authorization and instruction to SMB Funds to charge that credit card or accept another payment source for all fees and other amounts due payable to SMB Funds under this Agreement. You are solely responsible for the credit card and/or payment information you provide to SMB Funds, and you must promptly inform SMB Funds of any change to the issuer, account number, expiration date, security code, or other information necessary for SMB Funds to charge that credit card or other payment source. As a Client, you may enter the SMB Funds Portal to change your payment preference or update your relevant payment information. However, in doing so, you are not changing your agreement to pay as originally agreed. SMB Funds, at its sole discretion, may offer invoice payment terms for certain Services, but even if SMB Funds allows invoice payment SMB Funds may, at any time, with or without cause, terminate your privilege to receive Services on invoice payment terms. All payments made under this Agreement must be in US Dollars. If you are on invoice payment terms, all sums not paid when due will accrue interest at the lesser of either 1.5% per month or the maximum rate allowed by law. If you fail to pay or chargeback any amount regardless of payment terms as and when due for any Service, SMB Funds may cease providing that and all other Services, may engage the services of a collection agency and/or may enforce its legal remedies, and in that case, the prevailing party will be entitled to recover its reasonable attorney fees, whether incurred before, at trial and in any appeal or other post-judgment proceeding. In addition, SMB Funds may charge a reinstatement fee if, after termination, you wish to reinstate Services that were terminated due to non-payment or for any other reason.
Term and Renewal. SMB Funds provides, and you purchase, the Service for the term specified in your Invoice, or if your Invoice does not specify the duration of the term, then for the duration of the term specified in the Agreement for that Service. Unless either SMB Funds or you provide notice of termination to the other party in the manner described below, your Service will automatically renew on the same terms (except as described in Section 4 of this Services Agreement) for successive renewal terms. Each renewal term will be for the duration specified in your Invoice or Agreement. The fees payable for a Service for each renewal term may change as referenced in Section 4 of these General Terms and/or as described in the Service’s Agreement.
Third-Party Services. In addition to SMB Funds proprietary services and products, SMB Funds is an authorized reseller of goods, services, and information (“Third Party Services“) provided by Bing^®, Facebook^®, Google^®, Microsoft^®, Yahoo!^®, Yext^®, and other suppliers to SMB Funds (“Third Party Suppliers“), and some of the Services may be, or may include, Third Party Services, and SMB Funds may or may not disclose that a Third Party Supplier is involved in the Services. For example, SMB Funds is a certified Google® Partner, so we offer Third Party Services provided by Google. You may review Google’s “Advertiser guide: working with third parties” at http://www.google.com/adwords/thirdpartypartners/. Third Party Suppliers may require that you comply with and/or consent to terms and conditions that differ from or that are in addition to those in this Agreement regarding their respective Third-Party Services. You authorize SMB Funds to act on your behalf and to accept all terms and conditions required by Third Party Services and Suppliers as necessary. When we accept terms on your behalf, SMB Funds will alert you of non-compliance issues of which we are aware. Even so, you are primarily responsible for your compliance with the terms of all Third Party Services and for understanding their terms and conditions of service. Any warranties related to Third Party Services are those of the Third-Party Supplier and not of SMB Funds. You acknowledge and agree that SMB Funds Third Party Suppliers, such as Bing^®, Facebook^®, Google^®, Microsoft^®, Yahoo!^®, and Yext^® are third-party beneficiaries to this Agreement to the extent that this Agreement contains provisions which relate to your use of their software and that those related provisions are made expressly for the benefit of Third Party Suppliers and are enforceable by Third Party Suppliers in addition to SMB Funds. ANY WARRANTIES RELATED TO THIRD PARTY SERVICES ARE THOSE OF THE THIRD-PARTY SUPPLIER, AND NOT OF SMB Funds. SMB Funds IS NOT RESPONSIBLE FOR AND WILL NOT HAVE ANY LIABILITY CONCERNING ANY THIRD PARTY SERVICES. SMB Funds reserves the right, in its sole discretion, to change, suspend, terminate, or cancel your access to and use of Third-Party Services. Without limiting the preceding, if a Third-Party Supplier ceases to make any Third Party Services available to SMB Funds on reasonable terms or that Third Party Supplier significantly changes its Services, SMB Funds may, without penalty or premium, stop offering those Third Party Services and the Services that rely on those Third Party Services. CLIENT RELEASES SMB Funds FROM ANY LIABILITY RELATED TO OR ARISING FROM ANY THIRD-PARTY SERVICES OR TO ANY THIRD-PARTY SUPPLIERS.
Cancellation Policy
Refund Policy
Ownership.
1. You own the intellectual property rights and all good will associated with your trademarks, copyrighted works, and confidential information you deliver to SMB Funds (the “Client Intellectual Property”). Depending upon the Service we provide to you, we may ask that you provide to us images, videos, written, visual and auditory content, materials, and the like (the “content”) and when you do provide content to SMB Funds, you certify that you own or have the legal right to use the provided content.
2. SMB Funds, the Third Party Suppliers, and their respective licensors own the intellectual property rights and all goodwill associated with the following (the “SMB Funds Intellectual Property“): (a) their trademarks, copyrighted work, confidential information and other intellectual property and proprietary rights associated with their respective Services; and (b) all suggestions, ideas, enhancements, requests, feedback, recommendations, comments and other information that you or your agents provide to SMB Funds relating to the Services (and you hereby assign all right, title, and interest in and to that information to SMB Funds).
Licenses.
1. You authorize SMB Funds to: (a) disclose that you are a client of SMB Funds and the Services SMB Funds has provided or is providing to you; and (b) provide the Client Intellectual Property to the Third-Party Suppliers and SMB Funds’ other contractors as necessary to fulfill our agreement to provide a Service to you.
2. To the extent SMB Funds delivers or makes any SMB Funds Intellectual Property to you in connection with the Services, and subject to your compliance with this Agreement, SMB Funds grants you a limited, nonexclusive license to use those Services and the related SMB Funds Intellectual Property in the course and scope of your business during the term of your Service and as your Service may be renewed as described in Section 6 of this Services Agreement. The rights described in the preceding sentence will terminate if at any time you: (a) use the Services as a service bureau or to provide administrative services to any other person; (b) sell, resell, license, sublicense, transfer, assign, disclose, distribute or otherwise commercially exploit the Services to any other person, including your customers; (c) copy or modify the Services; (d) reverse engineer the Services; (e) access or use the Services to create goods, services, information or features that are similar to the Services or otherwise to compete with the Services. To the extent you create any derivative works of a Service or any SMB Funds Intellectual Property (for example, an enhancement, revision, translation, adaptation, abridgment, condensation, expansion, collection, compilation or any other transformation of a work that is based upon a Service or any SMB Funds Intellectual Property), you hereby assign to SMB Funds, and SMB Funds will own, all right, title and interest in and to that derivative work.
DISCLAIMERS AND LIMITATIONS.
1. ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR THE DOWNLOADING OF ANY MATERIAL AND/OR DATA FROM ANY SOURCE PROVIDED BY SMB Funds, A THIRD-PARTY SUPPLIER, OR THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS. SMB Funds, ON ITS OWN BEHALF AND ON BEHALF OF THE THIRD-PARTY SUPPLIERS AND THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING AND USAGE IN THE TRADE. WITHOUT LIMITING THE PRECEDING, NEITHER SMB Funds NOR THE THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE LICENSORS OR OTHER CONTRACTORS WARRANT THAT THE SERVICES (a) WILL BE SUITABLE FOR OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (b) WILL BE EFFECTIVE OR WILL ACHIEVE ANY PARTICULAR RESULTS OR BUSINESS OBJECTIVES; (c) WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL OR DISABLING CODE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; OR (d) WILL INCLUDE OR GENERATE INFORMATION THAT IS ACCURATE OR RELIABLE. TO THE EXTENT ANYONE AT SMB Funds PURPORTS TO MODIFY THESE LIMITATIONS, YOU MAY RELY ON THAT MODIFICATION ONLY IF IT IS DESCRIBED IN REASONABLE DETAIL IN WRITING AND HAS BEEN SIGNED BY AN OFFICER OF SMB Funds. [SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND SOME OF THE EXCLUSIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.]
2. Neither SMB Funds, the Third Party Suppliers, nor their respective licensors and other contractors will have any liability, and they expressly disclaim any responsibility for any losses, damages, liabilities, costs, or expenses resulting from or relating to: (a) access delays or access interruptions; (b) data non-delivery or data miss-delivery; (c) force majeure events; (d) the unauthorized use or misuse of your log-on information; (e) errors, omissions, or misstatements in, or your inability to use, any Services; (f) the deletion of or failure to store email messages; (g) the development or interruption of your website; and (h) limitations, incompatibilities, defects, or other problems inherent in xml, xslm, or any other standard that is not controlled solely by SMB Funds.
3. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER THAT CLAIM OR CAUSE OF ACTION AROSE, OR THAT CLAIM WILL BE FOREVER BARRED.
4. NEITHER SMB Funds, THE THIRD-PARTY SUPPLIERS NOR THEIR RESPECTIVE LICENSORS OR CONTRACTORS WILL BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, COST OF CURE, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF SMB Funds HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. SMB Funds’ ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY OR OTHERWISE, WITH RESPECT TO ANY SERVICE, SMB Funds’ NEGLIGENCE AND/OR ITS BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. [TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY DESCRIBED IN THIS SECTION, SMB Funds’ LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN THOSE STATES.]
5. None of the preceding disclaimers, exclusions, or limitations will apply to (a) your failure to pay the fees and other charges for the Services and any attorney fees incurred by SMB Funds under Sections 4 and/or 5 of this Services Agreement in connection with the collection of those amounts; (b) either party’s breach of Section 8 (Ownership) or Section 9 (Licenses) of this Services Agreement; or © amounts paid or payable to unrelated third parties under Section 12 (Indemnity) of this Services Agreement and related defense costs.
Indemnity.
1. SMB Funds will release, indemnify, defend, and hold harmless you and your agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the “Client Indemnitees“) from all liabilities, claims, damages, costs, and expenses, including reasonable attorney fees and expenses (each, an “Indemnified Loss“), relating to or arising out of (a) SMB Funds’ breach of this Agreement [or negligence], or (b) copyright infringement specifically relating to SMB Funds-provided components or SMB Funds-provided content in the SMB Funds Services (other than Third Party Services) that we provide to you.
2. You will release, indemnify, defend, and hold harmless SMB Funds, the person providing the Third Party Services, and any of their licensors, contractors, agents, employees, officers, directors, shareholders, affiliates, and assigns (collectively, the “SMB Funds Indemnitees“) from all Indemnified Losses, relating to or arising out of (a) your breach of this Agreement or negligence; (b) a claim by any person providing Third Party Services; (c) the inclusion of any other person’s trademarks in any metatags or other elements of a Service; (d) any comments, documents or other content that any person’s posts on your website or any other public electronic forum associated with you, your goods, services or other products; or (e) any goods, services, information, material or content on your website or which you provide to SMB Funds for us to use on your behalf.
3. As a condition to receiving the protections described in this Section 11, the person entitled to those protections (the “Indemnitee“) must (a) provide the party obligated to provide those protections (the “Indemnitor“) prompt notice of any claim that might give rise to an Indemnified Loss (except that failure to give prompt notice will not limit, impair or otherwise affect the Indemnitee’s rights unless the Indemnitor is prejudiced by that failure, and then only to the extent of the prejudice); and (b) give the Indemnitor full and complete authority (including settlement authority), information and assistance for the defense of that claim; and neither party will settle any such claim without the other party’s prior written consent except that the Indemnitor may enter into a settlement agreement as long as it includes a full and final release of all claims against the Indemnitee, does not admit fault or liability by the Indemnitee and does not impose any continuing obligations on the Indemnitee.
Termination of Service, Solution, or Product.
1. If you breach any part of this Agreement, SMB Funds may, in its sole and exclusive discretion, immediately and without notice to you, disable your login information or suspend making the Services available; however, any fees payable for those Services will continue to accrue for those suspended Services, and you will continue to pay all fees that accrue during the period of suspension.
2. You may terminate this Agreement as it applies to any or all Services if SMB Funds breaches any of its obligations, representations, or warranties under this Agreement and fails to cure that breach within 30 days after SMB Funds receives written notice describing in reasonable detail the nature of that breach.
3. SMB Funds may terminate this Agreement as it applies to any or all Services immediately without notice if you or any of your agents breach SMB Funds’ acceptable use of Services as set forth in this Agreement, including the policy found in Section 8 (Ownership) or Section 9 (Licenses) of this Services Agreement or any other provision of this Agreement if the breach is incapable of cure. SMB Funds may terminate the Agreement as it applies to any or all Services if you or any of your agents breach any other provision of the Agreement and fail to cure that breach within 30 days following the date SMB Funds sends you a written notice describing in reasonable detail the nature of that breach.
4. Certain Third-Party Services may have additional requirements regarding termination; those requirements may be described in the applicable Agreement or in the documentation provided or made available by the Third-Party Suppliers.
5. SMB Funds reserves the right to terminate providing or supporting a Service, Solution, or Product for any reason. In the event of termination, SMB Funds will provide you with as much notice as is reasonably possible under the circumstances of such termination; however, termination related to functionality may occur immediately and without any notice. (For example, a functionality termination may occur in relation to software or hardware failure or support changes.
Effect of Termination. Unless otherwise specified in your Invoice or Agreement, you will not receive a refund of any amounts you have paid if this Agreement is terminated, and you may incur additional fees as described in the Agreement for the affected Services (e.g., when a fee is payable in installments). If the Agreement terminates as a result of your breach of the Agreement, you will pay, in addition to all outstanding fees, the costs of that termination, including reasonable costs that SMB Funds incurs in closing your account and terminating your receipt of the Service(s). You will pay those fees and costs within 30 days of your receipt of an invoice from SMB Funds for those costs. Upon termination of the Agreement for any reason, you will destroy the original and all copies of the works, materials, and other deliverables that SMB Funds provided or made available to you under this Agreement or that Addendum, and SMB Funds may delete the information in its possession or under its control related to you.
Your Representations, Warranties, and Promises. You represent, warrant, and agree that: (a) you have the power and authority to enter into and perform your obligations under the Agreement, (b) you are of legal age to enter into the Agreement; (c) your use the Services will not directly or indirectly (i) infringe or misappropriate the intellectual property, publicity or legal rights of any other person; or (ii) violate any court order, contract or other obligation by which you are bound; (d) you will comply with the Policies and the other provisions of the Agreement; and (e) you will comply with applicable law.
Notices. Except as expressly provided otherwise in this Agreement, all notices to SMB Funds must be in writing and delivered via overnight courier or certified mail, return receipt requested, to SMB Funds, Inc., Attention: Accounting, 1830 Blankenship Road Suite 150, West Linn OR, USA. SMB Funds may deliver notices to you by sending them to the mailing address or email address you provided when you placed an order, provided your Billing information, or opened an account with SMB Funds. As you may have updated that information.
Announcements. When sending information to you, SMB Funds intends to comply with Federal and State laws relating to unwanted communications. Unless you comply with any opt-out or unsubscribe options SMB Funds may provide, you authorize SMB Funds to contact you at the telephone number or email or postal address you provided to SMB Funds (as you may update that information) regarding information that SMB Funds believes may be of interest to you. Notices, messages, announcements, and communications may include transactional or relationship content, commercial content, telephone solicitations, and other information such as marketing suggestions, account suggestions, changes, upgrades, new products, or services.
SMS (Text) Messaging Alert Program Participants who opt-in through our online funnels will be automatically subscribed to receive periodic text message updates from the SMB Funds SMS (Text) Messaging Alert Program (up to 10 messages per month). By submitting your information as set forth herein, you give us your express consent to use automated technology to call and/or text you on your mobile device at the wireless number you provided for policy advocacy and action alerts. You also give us your consent to receive prerecorded messages sent for any reason using automated technology at that phone number. You are not required to provide this consent to make a purchase from us. Participants may unsubscribe/opt-out from the program at any time by sending the word STOP to any of the phone numbers that come from our SMB Funds Messaging Alert Program Dashboard. The SMB Funds SMS (Text) Messaging Alert Program text messaging service is provided, as is, without charge, outside of the standard text messaging and data rates for text messages sent and received from a participant’s mobile device according to the terms and conditions in his or her wireless calling plan (Message and Data Rates May Apply). This text messaging service may be subject to fees and charges imposed by a participant’s wireless service provider under his or her mobile plan. Text messaging and wireless service are not available in all areas. Not all mobile devices may be supported. SMB Funds is not liable for any delays or delivery failure by network operators. Only U.S. telephone numbers are supported. Text messaging alerts are subject to SMB Funds’ SMS (Text) Messaging Privacy Policy.
Interpretation. Section and paragraph headings are for convenience only and do not affect the meaning or interpretation of this Agreement. You have had the opportunity to have the Agreement reviewed by your attorneys; therefore, no rule of construction or interpretation that disfavors SMB Funds or that favors you will apply to the interpretation of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms. The term “affiliate” means, with respect to a named individual or entity, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control with the named individual or entity on the effective date of this Agreement or at any time following that effective date. The term “and/or” means each and all of the persons, words, provisions, or items connected by that term; i.e., it has a joint and several meaning. The term “applicable law” or words of similar import mean the laws, regulations, conventions, treaties, administrative rules, ordinances, court orders, and other legal requirements of any governmental authority that has jurisdiction over or governs any person. The term “business day” means Monday through Friday, excluding legal holidays observed by the United States Government. Any other reference to a “day” means a calendar day. The term “control” means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, or otherwise. The words “includes” and “including” are not limiting in any way and mean “includes or including without limitation.” The words “must,” “shall,” and “will” are synonyms, and each means the action is mandatory rather than permissive. The word “person” includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations, and other natural and legal persons. To the extent a person’s acceptance, consent, approval, authorization, determination, specification, or similar action is required or permitted under any provision in this Agreement, that person may grant, withhold or condition that consent, approval, authorization, determination or specification in its sole discretion unless expressly stated otherwise in that provision.
Governing Law; Jurisdiction and Venue. This Agreement and any disputes under the Agreement or related in any way to the Services will be governed in all respects by and construed in accordance with the laws of the State of Oregon and, to the extent applicable, the federal laws of the United States of America, excluding their conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree (a) to submit to the jurisdiction of and venue in the state and federal courts located in the State of Oregon and (b) not to initiate any legal proceeding against SMB Funds in any other jurisdiction. BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT.
Export Restrictions. You will not import, export, or re-export, directly or indirectly, any Service in violation of applicable law.
US Government Users. If SMB Funds provides any Service to a US Government User, that Service and any software and/or accompanying documentation for that Service are “commercial items,” as those terms are defined in 48 CFR 2.101, they consist of “commercial computer software” and “commercial computer software documentation,” as those terms are used in 48 CFR 12.212, and they are provided to the US Government only as commercial end items. All US Government entities that have the right to use the Services will have only those rights described in this Agreement.
Force Majeure. Neither party will be deemed in default under this Agreement, nor will it hold the other party responsible for any cessation, interruption, or delay in the performance of its obligations under this Agreement due to causes beyond its control, including earthquake; flood; fire; storm; natural disaster; an act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government; or any other cause or circumstance, whether of a similar or dissimilar nature to the preceding, beyond the reasonable control of the affected party, provided that the party relying upon this section (a) gives the other party prompt written notice of that situation and, in any event, within five days of its discovery of that situation; and (b) takes all steps reasonably necessary under the circumstances to mitigate the effects of that force majeure event. If a force majeure event extends for over 30 days, either party may immediately terminate the Agreement related to the affected Service.
Amendments & Changes to the General Terms. SMB Funds may revise, add to, delete from, or modify these terms at any time without liability. Changes to the General Terms will not apply retroactively and will become effective 7 days after posting; however, changes to functionality or those made for legal reasons will be effective immediately. The General Terms, as they apply to any specific Agreement, may be revised during the term of that Agreement, and those revisions will not apply retroactively but will become effective 7 days after posting; however, revisions to functionality, for legal reasons, or if imposed by a Third-Party Provider, will be effective immediately. The revised Terms will be posted at www.Smbfunds.net/terms. You should look at these Terms regularly. Shortly before the deadline for notice of termination described in Section 6 of this Services Agreement, you should review the current versions of the General Terms, any relevant Agreement, and the Policies that are available on the SMB Funds website to determine if you are willing to be bound by those documents. If you are not willing to be bound by any revision to those posted documents, you must prevent renewal of your Service by notifying SMB Funds in the manner described in the Agreement.
Miscellaneous. SMB Funds is one of your independent contractors. SMB Funds is not your partner, employee, or joint venture. Except for the Client Indemnitees and the SMB Funds Indemnitees, there are no intended third-party beneficiaries of this Agreement. You will not assign or transfer the Agreement or any of your rights or obligations under this Agreement without SMB Funds’ prior written consent. SMB Funds may assign or transfer to another the Services or Agreements we provide to you and may allow you to do so with the written permission of SMB Funds. The Agreement will inure to the benefit of and be binding upon each permitted successor or assignee of the parties. Each provision in the Agreement will be treated as a separate and independent clause, and the unenforceability of any one clause will not impair the enforceability of any other clause in this Agreement. Moreover, if any provision of the Agreement is for any reason be held to be void or unenforceable as written, the parties intend that (a) such provision of the Agreement be enforced to the extent permitted by law, and (b) the balance of the Agreement remain in full force and effect. No waiver of any provision of the Agreement will be effective unless it is in writing and signed by an authorized officer of SMB Funds, and either party’s granting of a waiver on one occasion will not affect its right to enforce that provision or any other provision of the Agreement at a later time.
Entire Agreement. The Agreement contains the entire understanding and agreement of the parties with respect to the matters it addresses, and it supersedes all previous agreements, statements, and promises made by either party that is not contained in this Agreement.