Terms of Service – February 19, 2018

These Terms of Service (these “Terms”), along with the supplemental terms set forth below, as applicable, and any membership form, sponsorship form, or service form (each an “Order”) in which these Terms are referenced form a legal and binding agreement between B2SMB Institute, LLC, a Delaware limited liability company (“B2SMB Institute,” “us,” “we” or “our”), and you and the business entity you represent (hereinafter, the “Company,” “you,” or “your”).  B2SMB Institute and Company may each be referred to herein as a “Party,” and collectively as the “Parties.”

1. Services.

1.1 Overview. These Terms state the terms and conditions upon which B2SMB Institute makes available at its website, https://b2smbi.com (the “Site”) and all content set forth therein, along with certain additional services and programs (each a “Service,” and collectively with the Site, the “Offerings”), as may be offered by B2SMB Institute to Company from time to time, including as more particularly described in the supplemental terms set forth below, as applicable (the “Supplemental Terms”).  Company understands and agrees that the Services may be provided by B2SMB Institute directly or by third-parties with whom B2SMB Institute has an existing relationship (hereinafter, “Service Partners”).  Any Service Partners shall be intended third party beneficiaries to these Terms.

As applicable, the following Supplemental Terms shall apply:

For our B2SMB Institute membership rights, you can access the Supplemental Terms here.

For our B2SMB sponsorship rights, you can access the Supplemental Terms here.

1.2 B2SMB Content. As part of your use of the Offerings, Company and/or Company’s Users may receive access to certain content, including without limitation, content, data, text, files, research studies, white papers, chat, audio files, sound, music, graphics, images, photographs, video, links, software, communications, messages or other materials and terms of expression (collectively, “B2SMB Content”).  Such B2SMB Content may include any combination of (1) our own sourced B2SMB Content, (2) B2SMB Content that our partners or providers create and allow us to use, and (3) B2SMB Content created by our users, including you. Unless specifically agreed in the Supplemental Terms or other writing signed by us, You may not modify, sell, license, transfer, publish, transmit, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the B2SMB Content in whole or in part, except as provided in Section 1.3 hereof. If you would like to request permission to use any of the B2SMB Content, please contact us by email at info@B2SMBI.com.  Certain of our Offerings may be offered by parties other than us (hereinafter, “Third Party Offerings”). Under no circumstances do we guarantee the accuracy, appropriateness, or the quality of any such Third Party Offerings. You acknowledge and agree that you bear all risks associated with using any Third Party Offerings.  Additionally, we are not responsible for postings by users in any user opinion, message board, survey, or feedback sections of our Offerings, if any, nor are we responsible for the content of any articles on the Site that are written by third parties. We reserve the right to remove any B2SMB Content or third-party content for any reason or no reason, as determined by us in our sole discretion.

1.3 Limited License. Subject to your compliance with these Terms, B2SMB Institute hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive license and right to (i) access and use the Site and those Offerings set forth in an executed Order, subject to the restrictions of the Supplemental Terms (if any), including all software and/or online services and applications, related thereto that B2SMB Institute makes available to you along with any subsequent updates and upgrades thereto; and (ii) access and use any content or materials provided by B2SMB Institute in connection with the use of the Site, and/or the performance of the Offerings provided by B2SMB Institute, including B2SMB Content, in connection with the use of the Site, or in the case of Offerings, during the term of an applicable Order with respect to such Offerings, and solely for the purposes of utilizing the Offerings set forth in such Order, for your personal and/or internal business purposes only.  Third Party Offerings shall be subject to the terms and conditions of the applicable Third Party Offering service provider.

1.4 Use Restrictions. You agree that you will not, nor will you allow or facilitate a third party to, directly or indirectly (i) reproduce or modify the Offerings and/or B2SMB Content, or any software that forms a part of the Offerings and/or B2SMB Content, except for personal and/or internal business purposes, (ii) use any device, software or routine to interfere with the proper working of the Offerings and/or B2SMB Content, (iii) unless otherwise approved by B2SMB Institute in writing, use any automated means, including, without limitation, agents, robots, scripts or spiders, to access or to monitor or copy the Offerings and/or B2SMB Content, (iv) use the Offerings and/or B2SMB Content in any manner other than as permitted by these Terms, including the Supplemental Terms, if applicable, (v) use B2SMB Institute’s or any of its Service Partner’s names, logos, branding and related product and Offering names, designs, trademarks and slogans.  Without limiting the foregoing, you agree not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Offerings, as reasonably determined by us.  B2SMB Institute reserves all rights not expressly granted under these Terms, or in any applicable Supplemental Terms and/or Order.  Except as provided in Section 1.3 above, you have no rights or licenses with respect to the Offerings, or in any applicable Supplemental Terms and/or Order.  Without limiting the generality of the foregoing, except as expressly provided in these Terms, or in any applicable Supplemental Terms and/or Order, if applicable, you may not (a) sell, resell, copy, distribute, rent, lease, lend, sublicense, transfer, assign or make the Offerings and/or B2SMB Content available to any third party or use the Services and/or B2SMB Content on a service bureau basis, (b) modify, decompile, reverse engineer, or disassemble the Offerings and/or B2SMB Content or otherwise attempt to derive any of B2SMB Institute’s intellectual property rights in the Offerings and/or B2SMB Content, (c) create derivative works based on the Offerings and/or B2SMB Content; or (d) modify, alter, delete, remove, or obscure any copyright, trademark, patent or other proprietary notices or legends that appear on or are affixed to the Offerings and/or B2SMB Content during the use and operation thereof.  As between you and B2SMB Institute, any changes to, modifications to, or derivative works of the Offerings and/or B2SMB Content shall become the exclusive property of B2SMB Institute.

1.5 Ownership.  As between B2SMB Institute and you, B2SMB Institute owns all right, title and interest, including without limitation all intellectual property rights, in and to the Offerings and/or B2SMB Content and any software that forms a part of the Offerings and/or B2SMB Content, including all patent rights, copyrights and trademarks. You acknowledge such ownership and will not take any action to jeopardize, limit or interfere in any manner with B2SMB Institute’s rights with respect to the Offerings and/or B2SMB Content. You acknowledge and agree that the Offerings and/or B2SMB Content are protected by copyright, trademark, and other intellectual property laws and by international treaties.

1.6 Passwords.  Certain portions of the Offerings are password protected.  Under no circumstances may you access or use any password protected portions of Offerings without a valid password issued by B2SMB Institute.  You and the company you represent are responsible for ensuring that any passwords issued to you and/or the company you represent are not shared with unauthorized parties and under no circumstance is B2SMB Institute liable for any security breach resulting from the misuse of passwords by you, the company you represent, or its employees, ex-employees, agents, and directors. B2SMB Institute may change passwords at its discretion at any time if it deems that such passwords are compromised, weak or could lead to a Denial of Service Attack, provided that it shall provide written notice (email sufficing) to you and/or the company you represent in the event of any such change.

1.7 User Generated Content.  B2SMB Institute does not control, verify or endorse any information, materials or other user-generated content, including without limitation, data, text, files, links, software, chat, content, music, sound, photographs, graphics, images, video, communication, messages or other materials and terms of expression that is posted or submitted by its users on or through the Offerings (collectively, “User Generated Content”).  Users of the Offerings are solely responsible for any and all User Generated Content they provide to or through the Offerings, and may be held legally liable or accountable for the contents of such User Generated Content.  B2SMB Institute reserves the right in its sole discretion and without obligation to monitor all User Generated Content to ensure conformity with these Terns and any other rules, policies or regulations as may be promulgated by us from time to time it its sole discretion, as well as any applicable laws, rules and regulations of any government having proper jurisdiction over us.  We reserve the right, in our sole and absolute discretion, to edit, delete, refuse to post, remove or otherwise alter, including truncation, of any User Generated Content posted to or submitted on or through the Offerings for any reason, including without limitation (i) violating any portion of the Terms, (ii) violating any applicable law, (iii) protecting user privacy, (iv) avoiding spam or (v) as otherwise determined by us in our sole discretion.  Nothing set forth above shall alter or diminish your responsibility with respect to your User Generated Content, as discussed herein.  Furthermore, with respect to any conduct within the Offerings, you acknowledge and agree that B2SMB Institute assumes and shall have no liability for any action or failure to act on the part of B2SMB Institute.

2. Use of the Offerings; Ownership.

2.1  License. In connection with your use of the Offerings, B2SMB Institute may require or you may choose to provide us with certain information, including but not limited to business and Company information, survey responses, research studies, data, white papers, and/or other content or materials for inclusion on the Site or to be made a part of and/or accessible through the Offerings, as well as, name, address, telephone number, images, graphics, photographs, audio clips, video clips, website links, code or software (e.g., pixels, tags, JavaScript), logos, trademarks, trade names or service marks (collectively, “Your Content”).  You hereby grant B2SMB Institute a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, and sublicensable (including through multiple tiers) right and license to use, copy, publish, distribute syndicate, reformat, and update Your Content throughout the world to provide the Offerings, and/or to promote B2SMB Institute’s business, products, services, membership and sponsorships, subject to any limitations as may be specifically set forth in an Order.  Notwithstanding the foregoing, if you wish to keep a portion of Your Content as your Confidential Information (as defined below), please contact us prior to submission of same to confirm that B2SMB Institute is willing to accept such content.

2.2 Accuracy; Rights to Your Content.  You shall use commercially reasonable efforts at all times during B2SMB Institute’s provision of the Offerings, to ensure that any of Your Content is true, accurate and complete and in compliance with all applicable Federal and state laws and regulations.  You agree to send any updates to Your Content to info@B2SMBI.com.   You represent and warrant to B2SMB Institute that you own or have all necessary rights, including all necessary intellectual property rights, to provide Your Content in accordance with these Terms and for us to use Your Content in the manner contemplated by these Terms, including any Supplemental Terms made a part hereof.

2.3 Removal.  Upon your written request, B2SMB Institute shall use reasonable efforts to remove, and to request that any of its Service Partners remove, any of Your Content from any Offerings on which Your Content appears within a commercially reasonable period of time (provided, however, that in no event will B2SMB Institute or any of its Service Partners have any liability if Your Content continues to be published).  Notwithstanding the foregoing, in connection with your provision of Your Content in connection with your participation in any survey, white paper, research study, or other similar undertaking, you acknowledge and agree that you shall have no right to request and B2SMB Institute shall have no obligation to remove Your Content, as relates to such participation, from the Offerings and, in such case, Your Content shall become B2SMB Content for all purposes under these Terms.

3. Fees and Payment.

3.1 Fees.  Subject to your compliance with these Terms, use of the Site is free, except with respect to the password protected portions of the Site, which shall be governed by such Supplemental Terms as may be made available to you and require you to consent to same prior to accessing same.  By registering for an Offering, you agree to any fee and payment terms that are described herein or in the additional terms for such Offerings, as set forth above, or are communicated to you in the Order which links to and/or incorporates by reference these Terms, and/or during the registration process for the applicable Offering. Unless otherwise stated in an Order and/or the applicable Supplemental Terms, B2SMB Institute shall invoice you immediately upon registering for any such Offering and payment will be due from you within ten (10) days of receipt of invoice.  All amounts shall be invoiced and paid in U.S. Dollars.  Any fees for Offerings are exclusive of any sales, use or other Federal, state and/or local taxes (other than taxes on B2SMB Institute’s income), for which you agree to be responsible.  If B2SMB Institute is required to collect any such taxes, you understand and agree that you will be responsible for such taxes.

3.2 Provision of Credit Card Information or ACH Information; Payment Terms. As part of the registration process to certain of the Offerings, you may be required to provide B2SMB Institute with a valid credit card number or ACH (Automated Clearing House) information. You hereby warrant and represent that you have the authority to provide such credit card or ACH information to B2SMB Institute and shall be responsible for all charges made thereto. B2SMB Institute will bill your credit card or initiate an ACH debit in advance of each billing period for the fees incurred for such billing period, as well as for any outstanding balances.  Any and all charges by B2SMB Institute to your credit card or undertaken via ACH in advance of each billing period for the paid Offerings shall be non-refundable except as otherwise set forth in an applicable Order or as required by law.  Any and all late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys’ fees that we incur in connection with collecting late amounts.

4. Term and Termination

4.1 Effectiveness of Terms. These Terms are effective upon your use of the Site and, in the case of Offerings, upon our receipt of your express written consent, including your signed Order or as may be evidenced by your checking of a box located on the B2SMB Institute Site by which you consent to these Terms and any applicable Supplemental Terms (the “Effective Date”).   These Terms shall remain in effect for so long as you continue to use the Site, with respect to your use of the Site, and for the period of time set forth in the Supplemental Terms and/or an Order executed by you with respect to any other Offerings.

4.2. Termination.  Unless otherwise expressly provided in an Order, B2SMB Institute may terminate B2SMB Institute’s provision of any of the Offerings at any time following the Effective Date for any reason or for no reason.  The termination of any Offerings, except the Site, by B2SMB shall require (30) days’ prior written notice (email sufficing with acknowledged receipt of same) to you.   In the event you breach these Terms, B2SMB Institute may suspend your access to any or all of the Offerings or terminate the Offerings immediately without notice to you.  In the event of a termination by you, B2SMB Institute shall not be obligated to provide you with any refund of pre-paid fees and you shall remain responsible for the payment of any fees agreed to through the end of the term specified in any applicable Supplemental Terms and/or an applicable Order.

4.3 Survival.  Sections 1.3, 1.4, 1.5, 2, 3, 4.2, 5 through 9 shall survive any termination of these Terms or an applicable Order.

5. Disclaimer and Limitation of Liability. THE OFFERINGS AND B2SMB CONTENT PROVIDED BY B2SMB INSTITUTE IN CONNECTION WITH THESE TERMS ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, B2SMB INSTITUTE AND ITS SERVICE PARTNERS MAKE NO, AND DISCLAIM ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE.  THE OFFERINGS AND ANY B2SMB CONTENT ACCESSIBLE THROUGH THE OFFERINGS MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS.  NEITHER B2SMB INSTITUTE NOR ITS SERVICE PARTNERS SHALL HAVE ANY LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY (i) USE OF OR INABILITY TO USE THE OFFERINGS AND/OR B2SMB CONTENT, (ii) THE COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES PURCHASED OR OBTAINED, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, ANY OF YOUR CONTENT, OR THE TRANSMISSION OF YOUR CONTENT, (iv) PERFORMANCE OR FAILURE TO PERFORM BY ANY B2SMB INSTITUTE SERVICE PARTNER, OR (v) THE F AILURE OF ANY SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES. IN NO EVENT SHALL B2SMB INSTITUTE OR ANY SERVICE PARTNER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THE SITE, THE OFFERINGS, AND/OR ANY B2SMB CONTENT, ANY OF THE TRANSACTION CONTEMPLATED BY THESE TERMS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF B2SMB INSTITUTE OR ITS SERVICE PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  B2SMB INSTITUTE WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE TERMS, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE TERMS, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND B2SMB INSTITUTE’S CONTROL.  IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, TO THE EXTENT THAT A COMPLETE LIMITATION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN B2SMB INSTITUTE’S AND ITS SERVICE PARTNERS’ LIABILITY UNDER ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THESE TERMS OR OTHERWISE SHALL BE LIMITED TO $100. To the extent any liability of B2SMB Institute cannot be fully disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

6. Indemnification. You will defend, indemnify, and hold harmless, B2SMB Institute, its Service Partners, affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, “Indemnified Parties”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from or related to: (a) any breach of the Terms, the Supplement Terms, and/or an Order by you, the company you represent, or any of its employees, agents, customers and any other party accessing the Offerings using your password(s) (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your use of the Offerings; (c) any allegation arising from or relating to Your Content, including, but not limited to, any allegation that any of Your Content, or other content provided by or on behalf of you infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products or services; and/or (e) any third party dispute with you, any injury suffered by a third party at your place of business or any other related issue.

7. Representations and Warranties. You represent, warrant and covenant that at all times during the term of these Terms:

(a) the individual accepting these Terms is authorized to act on behalf of the company it represents and to bind such company to these Terms;

(b) you have the full power and authority to conduct your business, to enter into these Terms, any Supplemental Terms, and/or an Order, and to perform your obligations under hereunder and thereunder;

(c) your execution, delivery and performance of these Terms, any Supplemental Terms, and/or an Order will not conflict with or violate: (i) any provision of law, rule or regulation to which you are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents; or (iv) any terms and conditions or other instrument applicable to you;

(d) you have all necessary right, title and interest in and to Your Content, and Your Content does not infringe or otherwise violate any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitute false advertising, defame and/or is in violate any law or regulation; and

(d) you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees.

8. Confidentiality. 

8.1  Definition. “Confidential Information” means any and all information disclosed by one Party to the other Party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or that is provided under circumstances reasonably indicating that the information is confidential or proprietary, including, without limitation, trade secrets, business plans, technical data, product ideas, personnel, contract and financial information, and the terms of each Order.  Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of these Terms or any other agreement by the recipient of the information; (b) is or was known by the recipient of the information at or before the time such information was received from the discloser, as evidenced by the recipient’s tangible (including written or electronic) records; (c) is received from a third-party that is not under an obligation of confidentiality to the knowledge of the receiving party with respect to such information; (d) is independently developed by the recipient of the information without any breach of these Terms, as evidenced by the recipient’s contemporaneous tangible (including written or electronic) records; or (e) is approved for release in advance in writing by the disclosing Party, as applicable.

8.2  Obligations.  Each Party will hold all Confidential Information of the other Party in strict confidence and will not disclose any Confidential Information to any third party.  The Parties will disclose the Confidential Information of the other Party only to its respective employees, contractors, and agents who need to know such information for the purposes of performing their respective obligations under these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.  Neither Party will use any Confidential Information of the other Party for the benefit of itself or any third-party or for any purpose other than performing its obligations and/or exercising its rights under these Terms.  Each Party will use the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the other Party. If the disclosure of Confidential Information of a Party is required by law, such Party may make such required disclosure, provided it uses its best efforts to minimize the scope of such disclosure.

9. Your Privacy Rights.   In connection with your use of the Offerings, you acknowledge and agree that we may collect, store, process, use, and disclose any personal information that you provide us, either directly or as a result of your use of the Offerings, provided such use is in compliance with the terms of our Privacy Policy (as may be updated from time to time) and which is available at https://b2smbi.com/privacy-policy/_  Please take the time to review our Privacy Policy, which explains how we collect, process, use, protect and disclose personal information, and provides you with options as to our use and disclosure of your personal information.  By using the Offerings, you agree to our use of your data in accordance with the Privacy Policy.

10. Requests to Remove Content from our Site.   If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please review our Copyright Infringement Claims Policy at https://b2smbi.com/copyright/

11. General Provisions. 

11.1 Independent Contractors. Nothing contained in these Terms, any Supplemental Terms, and/or an Order shall create or be construed to create any partnership, joint venture, franchise, or employment relationship between the Parties.  Neither Party hereto has the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other Party hereto.

11.2 Notices. Except as expressly provided herein, all notices to B2SMB Institute shall be sent to B2SMB Institute LLC at 902 South Randall Road, Saint Charles, Illinois 60175 attention Legal Department or to infol@B2SMBI.com. Any notices to you may be made by sending an email to the email address or a letter to you to the address specified by you during the registration process or as set forth in an Order, and shall be deemed received when sent (for email) or three (3) days after having been mailed.  You are responsible for providing B2SMB Institute with any update to any previously provided email address or physical address.

11.3 Entire Terms; Amendment; Conflict. These Terms, any Supplemental Terms, and/or an Order constitute the entire terms and conditions between the Parties with regard to the subject matter hereof. B2SMB Institute may modify these Terms at any time upon thirty (30) days written notice to you without liability, and your use of the Offerings thirty days after your receipt of notice that the Terms have changed constitutes your acceptance of the new terms.  Any modification to Supplemental Terms or an Order shall require the written consent of both Parties hereto.  In the event of a conflict between the terms of an Order, any Supplement Terms, and these Terms, (i) the terms of the Order shall control over the Supplemental Terms and these Terms, and (ii) the Supplemental Terms shall control over these Terms.

11.4 Waiver. The waiver by either Party of a breach or a default of any provision of these Terms, any Supplemental Terms, and/or an Order by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.

11.5 Governing Law and Forum. These Terms, any Supplemental Terms, and/or an Order and any disputes arising directly or indirectly hereunder or thereunder, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its choice of law provisions. Unless otherwise agreed in writing, all disputes relating to these Terms, the Supplement Terms or any applicable Order shall be subject to final and binding arbitration in Chicago, Illinois, United States of America under the auspices of a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association then in effect, with the losing party (as determined by such arbitrator) paying all costs and attorney fees. Additionally, any action or proceeding will be conducted only on an individual basis by you, and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action, without B2SMB Institute’s prior written consent.  IF AN ACTION IS TAKEN IN THE COURTS NOTWITHSTANDING THE FOREGOING UNDERTAKING TO ARBITRATE ALL SUCH DISPUTES, EACH PARTY HERETO EXPLICITLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR CONTROVERSY ARISING OUT OF THESE TERMS, ANY SUPPLEMENTAL TERMS, AND/OR AN ORDER.

11.6 Severability.  Each provision of these Terms, any Supplemental Terms, and/or an Order shall be considered severable and if, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by any court or agency having valid jurisdiction, such provision shall be given the maximum permissible effect, and such invalidity or illegality shall not impair the operation or affect the remaining provisions, and the latter shall continue to be given full force and effect and bind the parties and such invalid provisions shall be deemed not to be a part of this Agreement.

11.7 Force Majeure. In the event that B2SMB Institute is prevented from performing, or is unable to perform, any of its obligations under these Terms, any Supplemental Terms, and/or an Order due to any cause beyond the reasonable control of B2SMB Institute, B2SMB Institute’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

11.8   Assignment.  These Terms, any Supplemental Terms, and/or an Order may not be assigned, in whole or in part, by you without the prior written consent of B2SMB Institute.  B2SMB Institute shall have the right to assign or otherwise transfer these Terms, any Supplemental Terms, and/or an Order or any of its rights or obligations hereunder.  Any purported assignment, sale, transfer, delegation or other disposition by you, except as permitted herein, shall be null and void.  This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

11.9 Headings. Captions and headings contained in these Terms, any Supplemental Terms, and/or an Order have been included for ease of reference and convenience and shall not be considered in interpreting or construing these Terms, any Supplemental Terms, and/or an Order.

11.10 Costs, Expenses and Attorneys’ Fees. If you commence any action or proceeding against B2SMB Institute to enforce or interpret these Terms, any Supplemental Terms, and/or an Order and B2SMB Institute prevails in such action or proceeding, or such action or proceeding is withdrawn or abandoned by you prior to resolution, B2SMB Institute shall be entitled to recover from you the actual costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by B2SMB Institute in connection with such action or proceeding and, if applicable, in connection with obtaining and enforcing any judgment or order thereby obtained.

11.11.  Non-Solicitation.  You shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any Services on behalf of B2SMB Institute. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the Internet, shall not be construed as a solicitation or inducement for the purposes of this Section.

11.12.  Press Releases.  If applicable, B2SMB Institute shall be permitted to identify you and the Company you represent as a member and/or a sponsor and may use your or your company’s name and logos in connection with its marketing materials. Subject to the prior approval of each party, B2SMB Institute may elect to issue a joint press release announcing its relationship with you and the company you represent, which approval shall not be unreasonably withheld.

11.13.  Counterparts.   Any Order entered into between the Parties hereto may be executed in any number of counterparts, each of which shall be deemed an original, and together shall constitute one agreement.  A signature received via facsimile, or electronically via email, or by the affirmative opt-in to be bound by these Terms (including “click to agree”) shall be legally binding for all purposes as an original signature.

11.14.  Use for Adults Only.   None of our Offerings are intended for use by individuals under the age of 18.  If it comes to the attention of B2SMB Institute by substantiated means that any of our Offerings are being accessed by an individual under the age of 18, we reserve the right to immediately terminate such access with no notice.

11.15.  Lawful Purposes Only.  You may use the Offerings, in whole or in part, for lawful purposes only.  Additionally, you may not use the Offerings, or any portion thereof, (i) to violate or infringe upon the rights of others in any way, (ii) to violate or facilitate the violation of any law or to encourage others to violate any law, (iii) to transmit, relay, or otherwise communicate vulgar, unlawful, obscene, profane, indecent or otherwise offensive or objectionable materials or information, (iv) to falsify your identity or impersonate another person; (v) to engage in conduct that limits the use and enjoyment of the Offerings, or any part thereof, by other users in any way, as determined by B2SMB Institute in its sole and absolute discretion.

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