Terms and Conditions

1. AGREEMENT TO TERMS

Last updated: May 20th, 2025

These Terms and Conditions, together with the Service Agreement, constitute a legally binding agreement made between the Client identified in the Service Agreement and SmallBiz AI Solutions LLC ("SmallBiz AI Solutions," "we," "us," or "our"), concerning the Client’s access to and use of the website located at smallbizai.solutions (the "Site"). By accessing the Site, the Client agrees that they have read, understood, and agreed to be bound by all of these Terms and Conditions. SmallBiz AI Solutions LLC reserves the right, in its sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. Updated Terms and Conditions will be posted on the Site. The Client will be subject to, and deemed to have accepted, the revised Terms and Conditions if the Client continues to use the Site after the date the revised Terms and Conditions are posted.

2. CLIENT ACCESS AND CLIENT DATA

SmallBiz AI Solutions LLC hereby grants the Client a non-exclusive, non-transferable right to access the Site and use the Services during the term, solely for use by the Client’s authorized users in accordance with these Terms and Conditions. Such use is limited to the Client's internal business use. SmallBiz AI Solutions shall provide the Client with the necessary passwords and network links or connections to allow access to the Site. For security purposes, the total number of authorized users will not exceed five, except as expressly agreed to in writing by the Parties. SmallBiz AI Solutions acknowledges that, as between SmallBiz AI Solutions and the Client, the Client owns all right, title, and interest, including all intellectual property rights, in and to the Client’s data uploaded to the Site. The Client hereby grants to SmallBiz AI Solutions a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, and display the Client data solely to the extent necessary for SmallBiz AI Solutions to provide the Services to the Client. Notwithstanding the foregoing, all knowledge, processes, models, or enhancements that SmallBiz AI Solutions' artificial intelligence systems create or adapt as a result of providing Services to the Client shall remain the sole property of SmallBiz AI Solutions LLC.

3. SMALLBIZ AI SOLUTIONS’ INTELLECTUAL PROPERTY RIGHTS

The Client acknowledges that, as between the Client and SmallBiz AI Solutions, SmallBiz AI Solutions owns all right, title, and interest, including all intellectual property rights, in and to SmallBiz AI Solutions’ intellectual property. This includes all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content"), as well as the trademarks, service marks, and logos used on the Site (the "Marks"). These are protected by U.S. copyright and trademark laws and various international intellectual property laws. The Client shall not use the Services or the Site for any purposes beyond the scope of access granted in these Terms and Conditions. The Client shall not at any time, directly or indirectly, and shall not permit its authorized users to:

(i) copy, modify, or create derivative works of the Services or Site, in whole or in part;

(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Site;

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or

(iv) remove any proprietary notices from the Services or Site.

4. CLIENT REPRESENTATIONS

By using the Site, the Client represents and warrants that:

(1) all registration information submitted by the Client will be true, accurate, current, and complete;

(2) the Client will maintain the accuracy of such information and promptly update registration information as necessary;

(3) the Client will comply with these Terms and Conditions;

(4) the Client will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;

(5) the Client will not use the Site for any illegal or unauthorized purpose; and

(6) the Client’s use of the Site will not violate any applicable law or regulation.

(7) the Client has obtained from its prospective customers the consent required by the Telephone Consumer Protection Act (TCPA) or other applicable law to allow SmallBiz AI Solutions to contact those prospective customers on the Client’s behalf. If the Client provides any information that is untrue, inaccurate, not current, or incomplete, SmallBiz AI Solutions has the right to suspend or terminate the Client’s account and prohibit any and all current or future use of the Site.

5. CLIENT REGISTRATION

The Client must register with the Site in order to use it. The Client is responsible for maintaining the security of their password and for all use of their account and password. SmallBiz AI Solutions reserves the right to remove, reclaim, or change a username selected by the Client if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

6. CONFIDENTIALITY

From time to time during the term of this Agreement, either the Client or SmallBiz AI Solutions (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs, products, confidential information, and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this section by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source not prohibited from disclosing such information; (c) was in the possession of the Receiving Party before disclosure by the Disclosing Party; (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law. The Receiving Party shall, for a period of three (3) years from the date of disclosure: (i) protect the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use the Disclosing Party’s Confidential Information for any purpose except to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose the Confidential Information to any person or entity, except to the Receiving Party’s employees, contractors, or advisors who have a need to know the information for the Receiving Party to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section by its representatives. If the Parties have signed a separate non-disclosure agreement, that agreement shall govern to the extent it conflicts with this section.

7. CANCELLATION

In the event the Services are terminated by either Party, the Client shall remain responsible for payment for all appointments or services scheduled or delivered through the Services up to and including the effective date of termination. No refunds will be issued for any prepaid services or unused subscription time unless otherwise stated in a separate written agreement between the Parties.

8. PROHIBITED ACTIVITIES

The Client may not access or use the Site for any purpose other than that for which SmallBiz AI Solutions makes the Site available. As a user of the Site, the Client agrees not to:

• Use any information obtained from the Site in order to harass, abuse, or harm another person.

• Use the Site in a manner inconsistent with any applicable laws or regulations.

• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with the use and enjoyment of the Site, or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

• Attempt to impersonate another user or person or use the username of another user.

Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to the Client.

• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.

• Copy or adapt the Site's software, including Flash, PHP, HTML, JavaScript, or other code.

• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

• Use or launch any unauthorized script or other software.

Use the Site as part of any effort to compete with SmallBiz AI Solutions.

9. WARRANTIES AND WARRANTY DISCLAIMER
SmallBiz AI Solutions warrants that the Services:
(i) will be provided in compliance with all applicable laws; and
(ii) do not contain any viruses or other malicious code designed to harm the Client’s systems.
EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SMALLBIZ AI SOLUTIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

SmallBiz AI Solutions does not guarantee that the Services will be uninterrupted or error-free or that any defects will be corrected. No advice or information, whether oral or written, obtained by the Client from SmallBiz AI Solutions or through the Site shall create any warranty not expressly made herein.

10. SUBMISSIONS

The Client acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information provided by the Client to SmallBiz AI Solutions regarding the Site or Services (“Submissions”) are non-confidential and shall become the sole property of SmallBiz AI Solutions.

SmallBiz AI Solutions shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the Client.

The Client hereby waives all moral rights to any such Submissions and warrants that any such Submissions are original to the Client or that the Client has the right to submit such Submissions. The Client agrees that there shall be no recourse against SmallBiz AI Solutions for any alleged or actual infringement or misappropriation of any proprietary right in the Client’s Submissions.

11. PRIVACY POLICY
SmallBiz AI Solutions LLC cares about data privacy and security. Please review our Privacy Policy. By using the Site, the Client agrees to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions.

Please be advised that the Site is hosted in the United States. If the Client accesses the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through the Client’s continued use of the Site, the Client is transferring their data to the United States and agrees to have their data transferred to and processed in the United States.

12. TERMINATION BY SMALLBIZ AI SOLUTIONS

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS OR THE AGREEMENT, SMALLBIZ AI SOLUTIONS RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION.

SmallBiz AI Solutions may terminate the Client’s use or participation in the Site or delete the Client’s account and any content or information that the Client posted at any time, without warning, in SmallBiz AI Solutions’ sole discretion.

If SmallBiz AI Solutions terminates or suspends the Client’s account for any reason, the Client is prohibited from registering and creating a new account under their name, a fake or borrowed name, or the name of any third party—even if the Client may be acting on behalf of the third party.

In addition to terminating or suspending the Client’s account, SmallBiz AI Solutions reserves the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

13. MODIFICATIONS AND INTERRUPTIONS
SmallBiz AI Solutions LLC reserves the right to change, modify, or remove the contents of the Site at any time or for any reason in its sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.

We will not be liable to the Client or any third party for any modification, price change, suspension, or discontinuance of the Site or Services.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems, or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to the Client. The Client agrees that SmallBiz AI Solutions has no liability whatsoever for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Site during any downtime or discontinuance.

Nothing in these Terms and Conditions shall be construed to obligate SmallBiz AI Solutions to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

14. GOVERNING LAW
These Terms and Conditions and the Client’s use of the Site are governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. Any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state or federal courts located in North Carolina, and the Client hereby submits to the jurisdiction and venue of such courts.

15. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and reduce the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a “Dispute” and collectively, the “Disputes”) brought by either the Client or SmallBiz AI Solutions LLC (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations shall begin upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be in North Carolina unless otherwise mutually agreed. The arbitrator shall not have the authority to award punitive damages or any damages excluded by these Terms.

Each Party shall bear its own costs in the arbitration, including attorney fees, unless the arbitrator determines that the prevailing Party is entitled to an award of reasonable fees. Judgment on the arbitration award may be entered in any court having jurisdiction.

Time Limitation

In no event shall any Dispute brought by either Party related in any way to the Site or Services be commenced more than one (1) year after the cause of action arose.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

(a) any Dispute seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;

(b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and

(c) any claim for injunctive relief.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within North Carolina.

16. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. SmallBiz AI Solutions LLC reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

17. LIMITATIONS OF LIABILITY

IN NO EVENT WILL SMALLBIZ AI SOLUTIONS LLC, NOR ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR SUPPLIERS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM THE CLIENT’S USE OF THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SMALLBIZ AI SOLUTIONS’ LIABILITY TO THE CLIENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE CLIENT TO SMALLBIZ AI SOLUTIONS FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND THE CLIENT MAY HAVE ADDITIONAL RIGHTS.

18. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless SmallBiz AI Solutions LLC and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees), arising from or relating to:

• The Client’s use or misuse of the Site or Services;

• The Client’s breach of these Terms and Conditions, including representations and warranties made herein;

• The Client’s violation of any law or the rights of a third party, including but not limited to privacy rights, intellectual property rights, or data protection regulations.

SmallBiz AI Solutions LLC reserves the right, at the Client’s expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify SmallBiz AI Solutions, and the Client agrees to cooperate, at the Client’s expense, with our defense of such claims. We will use reasonable efforts to notify the Client of any such claim, action, or proceeding subject to this indemnification upon becoming aware of it.

19. DATA SECURITY / RESTRICTIONS ON USE

SmallBiz AI Solutions LLC will employ reasonable administrative, technical, and physical safeguards designed to ensure the confidentiality, integrity, and availability of Client data, and to prevent unauthorized or inappropriate access, use, or disclosure of Client data.

SmallBiz AI Solutions represents and warrants that it complies with applicable data protection laws and will use Client data solely for the purpose of delivering the Services. Unless otherwise instructed by the Client or required by law, SmallBiz AI Solutions will not share, sell, transfer, or otherwise make Client data available to any third party.

The Client agrees not to use any portion of the Services in a manner that violates applicable privacy, data protection, or consumer protection laws, and agrees to obtain all necessary consents and authorizations from its customers before submitting their information through the Site or Services.

20. DATA BACKUPS

SmallBiz AI Solutions LLC may maintain certain data transmitted to the Site for the purpose of managing the performance of the Site and providing the Services, as well as data related to the Client’s use of the Site. Although SmallBiz AI Solutions performs regular routine backups of data, the Client is solely responsible for all data that it transmits or that relates to any activity undertaken using the Site or Services.

The Client agrees that SmallBiz AI Solutions shall have no liability to the Client for any loss or corruption of any such data, and the Client hereby waives any right of action against SmallBiz AI Solutions arising from any such loss or corruption.

The Client may download or export its data at any time using the features provided through the platform, and it is encouraged to do so regularly.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

By visiting the Site, sending emails to SmallBiz AI Solutions LLC, and completing online forms, the Client is engaging in electronic communications. The Client consents to receive electronic communications from us and agrees that all agreements, notices, disclosures, and other communications we provide electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

THE CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY SMALLBIZ AI SOLUTIONS OR VIA THE SITE.

The Client waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

22. FORCE MAJEURE

Neither Party shall be held liable or responsible to the other Party, nor be deemed to have defaulted under or breached these Terms and Conditions, for failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s reasonable control, including but not limited to:

• Acts of God,

• Flood, fire, earthquake, or explosion,

• War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest,

• Government order or law,

• Actions, embargoes, or blockades in effect on or after the date of these Terms,

• Strikes, labor stoppages or slowdowns, or other industrial disturbances,

• Failures in electricity, internet, or telecommunications, or

• Any other similar events beyond the reasonable control of the impacted Party.

The impacted Party shall give prompt written notice to the other Party, stating the period of time the occurrence is expected to continue. The Parties shall then use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized.

23. MISCELLANEOUS

These Terms and Conditions, together with the Service Agreement and any policies or operating rules posted by SmallBiz AI Solutions LLC on the Site or in connection with the Services, constitute the entire agreement and understanding between the Client and SmallBiz AI Solutions LLC.

The failure of either Party to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions shall operate to the fullest extent permissible by law.

If any provision or part of a provision of these Terms and Conditions is found to be unlawful, void, or unenforceable, that provision or part shall be deemed severable from these Terms and Conditions and shall not affect the validity or enforceability of any remaining provisions.

No joint venture, partnership, employment, or agency relationship is created between the Client and SmallBiz AI Solutions LLC as a result of these Terms and Conditions or use of the Site or Services.

SmallBiz AI Solutions LLC may assign any or all of its rights and obligations under these Terms and Conditions to others at any time without notice or the Client’s consent.

24. CONTACT SMALLBIZ AI SOLUTIONS

Email: [email protected]

Phone: (980) 480-4061