Be found and engage your customers online.

CloudProfile Terms and Conditions

1. Acceptance of Terms

SMBLive Corporation (SMBLive) provides the CloudProfile service to you, subject to acceptance without modification of all of the terms and conditions contained herein and all other policies, procedures and rules that may be published from time to time on this site by SMBLive (collectively the 'Terms').

We reserve the right to modify these terms by posting a notice on our website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective immediately upon first posting or notification, and use of our website or any services by you following such posting or notification constitutes your acceptance of these Terms as modified.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY MATERIALS OR BY COMPLETING THE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS.

2. The CloudProfile Service

CloudProfile provides small businesses with a rich set of web-based tools that helps them get online, get found in search, interact with customers and prospects, and generate more sales leads (collectively, the "Service"). Unless explicitly stated otherwise, any new features that enhance the current Service shall be subject to these Terms.

3. Registration Obligations

In order to use the Service, you are required to create a CloudProfile account. By creating an account, you agree to take full responsibility for maintaining the account user name, password, and all related activity that occurs under your account username. SMBLive reserves the right to close your account at any time for any reason or no reason, in its sole discretion.

In consideration of use of the Service, you agree to:

  1. Provide true, accurate, current and complete information about your business as requested during the Service's registration process ("Registration Data") and
  2. Maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SMBLive has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SMBLive has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

4. CloudProfile Privacy Policy

The CloudProfile Privacy Policy can be found at http://www.cloudprofile.com/privacy, which is incorporated by this reference.

5. User Conduct

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not SMBLive, are entirely responsible for all Content that you upload, post or otherwise transmit via the Service. SMBLive does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content, including but not limited to business endorsements and commentary.

You agree to not use the Service to:

  • Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  • Harm minors in any way;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
  • Upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  • Intentionally or unintentionally violate any applicable local, state, national or international law;
  • "Stalk" or otherwise harass another individual or business;
  • Create or submit unwanted email or messaging ('Spam') to any other CloudProfile Customer or user.

6. Sales, Promotions and Coupons

If you offer sales, promotions, coupons or other sales incentives through the CloudProfile platform, you represent and warrant that you have authority to offer such a deal and promise to honor the terms of that deal as they are presented to prospective purchasers through the CloudProfile platform. Without limitation of other representations, warranties, and indemnities elsewhere within these Terms, you specifically agree to indemnify SMBLive against any claims by users of the service that the terms of a coupon or other offered deal were not honored.

7. Content Submitted to CloudProfile

SMBLive does not claim ownership of the Content you place on your CloudProfile Site. By uploading, submitting or otherwise disclosing or distributing content of any kind on your CloudProfile Site or otherwise through the Service, you:

  • Grant to SMBLive, its affiliates and their assignees the perpetual, irrevocable, non-exclusive, worldwide, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such content in any form for the purpose of providing the Services, including without limitation, any concepts, ideas or know-how embodied therein;
  • Represent and warrant to SMBLive that you own or otherwise control all rights to such content and that disclosure and use of such content by SMBLive will not infringe or violate the rights of any third party; and
  • Acknowledge that the content is not confidential.

You agree not to provide SMBLive with any confidential or proprietary information that you desire or are required to keep secret.

You acknowledge that SMBLive does not pre-screen Content, but that SMBLive and its designees shall have the right, but not the obligation, in their sole discretion to remove or block access to any Content that is available via the Service. Without limiting the foregoing, SMBLive and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

8. Indemnity

You agree to indemnify and hold SMBLive, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.

9. No Resale of Service

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.

10. Modifications to Service

SMBLive reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SMBLive shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

11. Termination

You agree that SMBLive, in its sole discretion, may terminate your password, CloudProfile Site, use of the Service or use of any other CloudProfile service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if SMBLive believes that you have violated or acted inconsistently with the letter or spirit of the Terms. SMBLive may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that SMBLive may immediately deactivate or delete your CloudProfile Site and all related information and files in your CloudProfile Site and/or bar any further access to such files or the Service. Further, you agree that SMBLive shall not be liable to you or any third-party for any termination of your access to the Service.

12. Billing and Cancellation

If applicable, billing will take place in advance on the first day of the billing cycle. Billing frequency and minimum term, if any, are identified for individual services You may can cancel your account at any time through the My Account section of your profile.

13. Refunds

No refunds will be provided for the Service or any of its components.

14. Links

The Service may provide, or third parties may provide, links to other Web sites or resources. Because SMBLive has no control over such sites and resources, you acknowledge and agree that SMBLive is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that SMBLive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

15. SMBLive Proprietary Rights

You agree that all content and materials delivered via the Service or otherwise made available by SMBLive are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by SMBLive in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, you may print or download a reasonable number of copies of the materials or content at the CloudProfile website for your internal business purposes, provided, that you retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from the CloudProfile website to create or compile, directly or indirectly, a collection, database or directory without written permission from SMBLive is prohibited.

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. SMBLive grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by SMBLive for use in accessing the Service.

16. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SMBLIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  2. SMBLIVE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
  3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SMBLIVE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

17. Limitation of Liability

IN NO EVENT SHALL SMBLIVE (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS OR SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AMOUNTS IN THE AGGREGATE GREATER THAN TEN DOLLARS ($10), EVEN IF SMBLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

18. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.

19. Notice

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service.

20. General Information

The Terms constitute the entire agreement between you and SMBLive and govern your use of the Service, superseding any prior agreements between you and SMBLive (including, but not limited to, any prior versions of the Terms). These Terms and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sublicensable by you except with SMBLive’s prior written consent. SMBLive may assign, transfer or delegate any of its rights and obligations hereunder without consent. The Terms and the relationship between you and SMBLive shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and SMBLive agree to submit to the personal and exclusive jurisdiction of the courts located within Fairfax County, Virginia. The failure of SMBLive to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

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