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Terms of Use

Last modified: September 10, 2014

Overview

The following are terms of a legal agreement between you and WebPhoria Technologies, LLC (“WebPhoria”, “we”, “us” or “our”) (“Terms of Use”).  By accessing, browsing, or using this Web site, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and to comply with all applicable laws and regulations. If you do not agree to these Terms of Use, please do not use this Web site.

WebPhoria may, without notice to you, at any time revise these Terms of Use and any other information contained in this Web site by, respectively, updating this posting or such portion of the Web site. WebPhoria may also make improvements or changes in the products, services, pricing or programs described in this Web site at any time without notice.

Please note that additional terms may apply to all or some of WebPhoria’s and its affiliates’ (“WebPhoria Entities”) services and products.  These services and products shall be provided to you by or on behalf of the applicable WebPhoria Entity under a separate agreement and are subject to the terms of a legal agreement between you and the applicable WebPhoria Entity (“Additional Terms”).  Any such terms are in addition to these Terms of Use, and in the event of any conflict, such Additional Terms shall prevail over these Terms of Use.

General

All of WebPhoria's trademarks, trade names, logo, slogans, service marks, service names, product names, and intellectual property, whether or not delineated in large print or with trademark symbols or in any other fashion, are trademarks and/or intellectual property of WebPhoria. Nothing on this Web site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on or through the Web site without the prior written permission by a duly authorized representative of WebPhoria, except as otherwise expressly described herein.

This Web site and all content in this Web site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without WebPhoria's prior written consent, except that WebPhoria grants you non-exclusive, non-transferable, limited permission to access and display the Web pages within this Web site, solely on your computer and for your personal, non-commercial use of this Web site and legitimate search engines, such as Google, have authority to crawl our Web site solely for search engine optimization. These permissions are conditioned on your not modifying the content displayed on this Web site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in these Terms of Use, any applicable Additional Terms or our Web site.

You or third parties acting on your behalf may not: (i) use contact information provided on this Web site for unauthorized purposes, including marketing; (ii) use any hardware or software intended to damage or interfere with the proper working of the Web site or to surreptitiously intercept any system, data or personal information from the Web site; (iii) interrupt or attempt to interrupt the operation of the Web site in any way; (iv) frame this Web site or use WebPhoria’s proprietary marks, or any mark, word, term or slogan likely to be confused therewith, as meta tags or anything else, without duly authorized prior written consent from an authorized officer of WebPhoria; (v) use frames or utilize framing techniques or technology to enclose any content included on the Web site; (vi) mirror any of the content from this Web site on another Web site or in any other media; or (vii) utilize any Web site content in any meta tags or any other "hidden text" techniques or technologies.

Your failure to comply with these Terms of Use or any terms, conditions, and notices on this Web site will result in automatic termination of any license or rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, WebPhoria does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. WebPhoria reserves all licenses and rights not expressly granted in these Terms of Use.

Certain Disclaimers

Information on this Web site is not promised or guaranteed to be correct, current, or complete, and this Web site may contain technical inaccuracies or typographical errors. WebPhoria assumes no responsibility (and expressly disclaims responsibility) for updating this Web site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this Web site.

WebPhoria provides no assurances that any reported problems will be resolved, even if WebPhoria elects to provide information with the goal of addressing a problem.

Confidential and Proprietary Information

WebPhoria does not want to receive confidential or proprietary information from you. Please note that any material sent to WebPhoria will be deemed NOT to be confidential or proprietary. By sending WebPhoria any information or material, you grant WebPhoria an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information without liability or restriction of any kind. You also agree that WebPhoria is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose and without liability or restriction of any kind.

Personal Information

Personally-identifiable information that you submit to WebPhoria for the purpose of receiving information, products or services will be handled in accordance with our privacy statement which is incorporated into and forms a part of these Terms of Use and is part of our agreement with you. Please see the tab entitled “Privacy Statement” for information regarding WebPhoria’s privacy practices.

Global Availability

Information WebPhoria publishes on the World Wide Web may contain references or cross references to WebPhoria products, programs and services that are not announced or available in your country. Such references do not imply that WebPhoria intends to announce or make available such products, programs, or services in your country.

Links or References to Non-WebPhoria Web Sites and Resources

This Web site may provide links or references to non- WebPhoria Web sites and resources. WebPhoria makes no representations, warranties, or other commitments whatsoever about any non- WebPhoria Web sites or third-party resources (including any SMSB Consulting Group, Inc. Web site) that may be referenced, accessible from, or linked to this Web site. A link to a non- WebPhoria Web site does not mean that WebPhoria endorses the content or use of such Web site or its owner. In addition, WebPhoria is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from this Web site. Accordingly, you acknowledge and agree that WebPhoria is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.

When you access a non- WebPhoria Web site, even one that may contain the SMSB -logo, please understand that it is independent from WebPhoria, and that WebPhoria does not control the content on that Web site. It is up to you to take precautions to protect yourself from viruses, worms, Trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.

Linking To This Web Site

All links to this Web site must be approved in writing by an authorized officer of WebPhoria, except that WebPhoria consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this Web site; (b) misrepresent your relationship with WebPhoria; (c) imply that WebPhoria approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about WebPhoria or otherwise damage the goodwill associated with the WebPhoria name or trademarks. As a further condition to being permitted to link to this Web site, you agree that WebPhoria may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease using any WebPhoria trademark.

Translations

Certain text in this Web site may be made available in languages other than English. Text may be translated by a person or solely by computer software with no human intervention or review. These translations are provided as a convenience to you, and WebPhoria makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person. Please see the below Disclaimer of Warranty for additional conditions.

DISCLAIMER OF WARRANTY

USE OF THIS WEB SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. THE WEBPHORIA PARTIES (AS SUCH TERM IS DEFINED BELOW) EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, THE WEBPHORIA PARTIES MAKE NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD, ACCESS, USE OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DAMAGE TO YOUR COMPUTER OR ANY OTHER SYSTEM, EQUIPMENT OR SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT WILL THE WEBPHORIA PARTIES BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EQUIPMENT OR SYSTEMS, EVEN IF WEBPHORIA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.

Indemnification

You agree to promptly indemnify, defend, and hold WebPhoria, its affiliated companies, contractors, employees, agents, legal representatives and its and their respective third-party suppliers, licensors, and partners (“WebPhoria Parties”) harmless from any claims, losses, damages, liabilities, including legal and professional fees and expenses as incurred, arising out of any violation by or through you of these Terms of Use.  WebPhoria reserves the right, at your sole expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the WebPhoria Parties, and you agree to fully cooperate with WebPhoria’s defense of these claims. WebPhoria will use commercially reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Jurisdiction and Applicable Law

Our Web site is based in the United States of America (“U.S.A.”).  If you access this Web site from outside the U.S.A., you do so on your own initiative, at your own risk, and accept total responsibility for your conduct. These Terms of Use shall be governed, construed and enforced according to the laws of the State of New York, U.S.A., without giving effect to: (i) New York’s conflict of law’s provisions; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna on April 11, 1980. You expressly agree that the exclusive jurisdiction for any claim or action arising from or relating to these Terms of Use of this Web site shall be in state or federal court located in Suffolk County, New York, U.S.A., and you further agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action and expressly waive any objection to that venue.  You also agree to comply, at your expense, with all applicable local, state, federal and international laws and regulations, including, but not limited to, U.S.A. export restrictions that relate to your use or activities on this Web site.  To the fullest extent permitted by law, the controlling language, at all times, for these Terms of use is English.

Severability

You and WebPhoria agree that if any portion of these Terms of Use or of the WebPhoria Privacy Statement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms of Use or of the WebPhoria Privacy Statement, which shall continue to be in full force and effect.

Remedies

All remedies set forth herein are cumulative and in addition to and not in lieu of any other remedy of the WebPhoria Parties at law or in equity.

No Waiver

The failure of WebPhoria to require or enforce strict performance by you of any provision of these Terms of Use or the WebPhoria Privacy Statement or failure to exercise any right under them shall not be construed as a waiver or relinquishment of the WebPhoria's Parties’ right to assert or rely upon any such provision or right in that or any other instance.  The express waiver by WebPhoria of any provision, condition, or requirement of these Terms of Use or the WebPhoria Privacy Statement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 

Modification

Except as expressly and specifically set forth in this these Terms of Use, no representations, statements, consents, waivers, or other acts or omissions by WebPhoria shall be deemed a modification of these Terms of Use nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of WebPhoria.

Termination

You agree that WebPhoria may terminate or suspend your use of the Web site, its products or services at any time and for any or no reason in its sole discretion, and without any liability to you or any third party, even if access and use continues to be allowed to others.

Survival

Any provision which must survive to allow us to enforce its meaning shall survive termination; however, no claim or action relating in any way to these Terms of Use, including the Privacy Statement, Web site, its content or otherwise with respect to their subject matter, regardless of form or the basis of the claim, may be brought by or through you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose).

Acknowledgement

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your use of the Web site and/or receipt of content available at or through the Web site.

These Terms of Use replace all previous terms, notices or statements with respect to the same subject. 

Copyright © 2014 by WebPhoria Technologies, LLC and all rights are reserved. 

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