AI Workforce Pro – Terms of Service

These Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the SMB Team Legal LLC (“SMB Team,” “we,” “us,” or “our”) website, applications, application plug-ins, and other services provided by us, including AI Workforce Pro (collectively, the “Service”). Those who create an account (“Account”) or purchase access to the Service are referred to as “Customers.” Any individual authorized by a Customer to access the Service under the Customer’s Account is referred to as a “User.” As used in these Terms, “you” and “your” refer to the any individual or entity accessing the Service, including Customer and User, as applicable.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING AI WORKFORCE PRO OR OTHERWISE ACCESSING THE SERVICE. THEY INCLUDE A DISCLAIMER OF WARRANTIES (SECTION 15), A LIMITATION OF LIABILITY (SECTION 16), YOUR INDEMNIFICATION OBLIGATIONS (SECTION 17), AND A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 19) THAT AFFECT YOUR LEGAL RIGHTS. BY CREATING AN ACCOUNT OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. 

Definitions

Capitalized terms used in these terms have the meaning given where they are introduced.

1. 1. Acceptance and Eligibility

1.1 Acceptance of Terms. By accessing or using the Service, you acknowledge that you have read, understood, and agree to and are bound by these Terms and by any policies referenced herein, including our Privacy Policy and the terms of your Subscription order. If you do not agree, you must cease using the Service immediately.

1.2 Authority to Bind. You represent and warrant that you have the legal authority or capacity to enter into these Terms, whether on your own behalf or on behalf of a business or other entity you represent. The Customer is responsible for the acts and omissions of its Users and for ensuring its Users comply with these Terms. 

1.3 Electronic Acceptance. You agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature and that these Terms satisfy any law requiring that an agreement be in writing.

2. 1.4 Eligibility. You represent that you are at least 18 years old and legally capable of entering into a binding contract to use the Service. The Service is intended for use by businesses and licensed professionals.
3. 2. Service Description

2.1 Description. AI Workforce Pro is a browser-based artificial intelligence platform that provides conversational AI tools, third-party application integrations, and workflow automation for businesses (with a current focus on law firms). The Service may include features such as AI-generated drafting, summarization, search, third-party app connections, and administrative configuration.

2.2 Modifications to the Service. We reserve the right, at our sole discretion, to modify, suspend, or discontinue the Service or any part thereof at any time. Your continued use of the Service after any such modification constitutes your acceptance of the change.

4. 3. Accounts and Access

3.1 Accounts. You must create an Account and maintain an active Subscription to access AI Workforce Pro and other features of the Service that require registration. If your Subscription lapses or is terminated, your Account will remain accessible but your access to AI Workforce Pro and other paid features of the Service will be suspended until your Subscription is reinstated. You agree to provide accurate, current, and complete information when registering and to keep it updated. You are responsible for keeping your Account credentials secure and for all activity that occurs under your Account.

3.2 Authorized Users. The Customer may authorize employees, contractors, or agents to access the Service as Authorized Users. The Customer remains liable for all activity by Authorized Users and is responsible for ensuring their compliance with these Terms.

3.3 Suspension. We may suspend or terminate  the Account or any Authorized User’s access to the Service in the event that SMB Team reasonably determines that such Authorized User violated these Terms, including Section 4 (Acceptable Use), or posed a security or legal risk.

3.4 License to Use the Service. Subject to your continued compliance with these Terms and payment of all applicable fees, SMB Team grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your internal business purposes during the term of your Subscription.

3.5 Unauthorized Use. You agree to notify us promptly of any unauthorized access to or use of your Account. We are not liable for any loss arising from unauthorized use of your Account.

5. 4. Acceptable Use

4.1 Behavioral Prohibitions. You agree not to:

• Use the Service for unlawful, harmful, or fraudulent purposes
• Use the Service to generate or distribute content that violates applicable law or third-party rights
• Attempt to reverse engineer, decompile, or extract source code from the Service
• Bypass, disable, or interfere with security or access controls
• Share Account credentials with unauthorized parties
• Use the Service for the purpose of developing, reverse engineering, decompiling, extracting source code from, or operating any products or service that competes with the Service
• Submit confidential third-party information without authorization
• Use automated means to access the Service except through documented APIs
• Use the Service in any manner that could overload, damage, or impair its operation
• Generate, request, or distribute sexually explicit or sexually suggestive content
• Generate, request, or distribute content that promotes or condones violence against, or is intended to incite hatred against, individuals or groups based on a protected characteristic
• Generate, request, or distribute threatening, harassing, or intimidating content directed at any person
• Generate, request, or distribute malicious code, or content designed to interrupt, damage, or bypass the security of any system

We have no obligation to monitor User Content or Output but reserve the right to do so, and may remove content or suspend or terminate access without prior notice if we determine, in our reasonable discretion, that you have violated these Terms.

4.2 Prohibited Data Inputs. AI Workforce Pro encrypts data in transit and at rest and operates under contractual no-training agreements with our AI model providers. However, no online service can provide the specialized handling, audit trails, or certifications required for certain highly sensitive data categories. Routine business communications, inbox processing, and authorized client information (processed in accordance with Section 10.5 and Section 10.7) are permitted. You agree NOT to input the following types of data into the Service, and you accept full responsibility for any input that violates this restriction:

• Criminal defense discovery materials subject to court protective orders, sealed evidence, grand jury materials, or other court-restricted documents
• Classified, controlled unclassified information (CUI), or government-restricted information not authorized for cloud processing
• Protected health information (PHI) as defined by HIPAA, where you require specialized regulatory security measures or compliance guarantees not provided for general business applications (see Section 4.3)
• Unauthorized or high-risk personally identifiable information (PII)—such as unencrypted Social Security numbers, government ID numbers, full banking credentials, or biometric data—where you lack authority or explicit client consent to process such data through third-party tools.
• Trade secrets and confidential business information subject to non-disclosure agreements (NDAs) that do not expressly permit AI or third-party processing
• Privileged information whose disclosure to a third-party AI processor would waive or impair the privilege— particularly communications with opposing counsel, opposing parties, or other third parties (use of the Service for routine work within your own firm is governed by Section 7)
• Confidential settlement terms or settlement-negotiation communications under court protective orders, unless your order expressly permits AI processing
• Material subject to sealed court orders of any kind
• Banking, credit card, or authentication credentials of yourself or any third party (including passwords, PINs, multi-factor codes, and account recovery keys)
• Information whose disclosure would violate applicable export control laws (ITAR, EAR), data localization laws, or sector-specific regulations (e.g., FCPA, GLBA, COPPA, GDPR Article 9 special categories)
• Client trust account data (e.g., IOLTA records) where input is not expressly authorized by your professional licensing rules

If you are uncertain whether specific data falls within a prohibited category, do not input it. Consult your organization’s compliance officer, in-house counsel, or other legal advisor before submitting. SMB Team does not pre-screen or assess the appropriateness of submitted data on your behalf.

4.3 Service limitations. SMB Team’s contractual protections with AI model providers are designed for general business and professional use. They do not extend additional security guarantees for the categories above, and submitting such data may breach these Terms and applicable law.

5. AI Output Accuracy and Limitations

5.1 AI is not infallible. AI Workforce Pro is built on large language models and related AI technologies. AI-generated output may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable for your purpose. The Service may “hallucinate” — that is, generate plausible-sounding output that is factually incorrect.

5.2 Your responsibility. You are solely responsible for evaluating, verifying, and editing AI output before using it. You must apply independent professional judgment to any output before relying on it, sharing it externally, or making any material decision based on it.

5.3 No professional advice. AI output does not constitute legal, financial, tax, medical, or other professional advice. The Service does not establish a professional or fiduciary relationship between you and SMB Team or between you and any AI model provider.

6. 6. Prohibited High-Impact Uses

6.1 Prohibited Uses. You may not use AI Workforce Pro as the sole basis for:

• Credit, lending, or other consumer finance decisions
• Investment recommendations made to clients without licensed professional review
• Employment, hiring, compensation, or termination decisions
• Medical diagnosis, treatment, or prescription decisions
• Regulatory filings, compliance determinations, or court submissions
• Any decision that requires a licensed professional to be accountable for the outcome

6.2 Discolsure and Human Review. Where AI output is used as one input among many decisions described above, you must clearly disclose its use to all affected parties and retain final human review and accountability for the outcome.

7. 7. Professional User Responsibilities

If you are a licensed attorney, accountant, financial advisor, or other licensed professional using the Service in your practice:

• You remain fully responsible for compliance with your professional licensing requirements, rules of professional conduct, and client confidentiality obligations.
• You are responsible for disclosing AI assistance to your clients where required by professional standards or applicable law.
• You are solely responsible for compliance with all applicable employment, anti-discrimination, and automated-decision laws and regulations when using the Service in connection with employment, hiring, personnel, compensation, or performance-evaluation matters and you remain the decision-maker of record for any resulting decision. 
• You must obtain any necessary client consent before inputting client data into the Service.
• You are responsible for retaining required records and supervising AI-assisted work product.

8. Subscription Terms; Payment; Late Fees

8.1 Subscription. Access to the Service is provided on a subscription basis (a “Subscription”). Current pricing is set forth in your Subscription order. Additional information can be found by booking a consultation with our sales team.

8.2 Billing. The Services are billable month-to-month. The Customer agrees to pay SMB Team for each month of Service at the time of invoice, including any accrued overages and/or additional Users added to the Customer Account for the prior month as applicable.

8.3 Late Fees. Past-due amounts accrue a late fee of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, calculated without compounding, until paid. If your Account is more than thirty (30) days past due, we may suspend or restrict access without further notice.

8.4 Taxes. Fees do not include taxes. You are responsible for any sales, use, value-added, or similar taxes arising from your use of the Service, except for taxes on our net income.

8.5 Payment Authorization; Processor. We may use a third-party payment processor to process payments under these Terms. Your use of that processor’s services is also subject to the processor’s terms and privacy policy. You authorize us and our payment processor to charge your designated payment method for all fees due under these Terms without additional notice or consent, and you represent that you have the legal right to use any payment method you provide.

8.6 Returned Payments. If a payment results in our being charged a non-sufficient-funds, chargeback, or similar fee, you agree to reimburse us for that fee.

8. 9. Term; Renewal; Termination

9.1 Initial Term. Unless otherwise specified in your Subscription order, the initial term is one (1) year from your first day of access (the “Initial Term”).

9.2 Renewal. The Initial Term automatically renews for successive one-year periods unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date.

9.3 Termination by Us for Convenience. We may terminate for convenience upon thirty (30) days’ written notice, in which case we will refund any prepaid, unused subscription fees on a pro-rata basis.

9.4 Effect of Termination. Upon termination, your access ends. We will retain your data for a reasonable period of thirty days (30) to allow export, then delete it from active systems. Backups may persist for up to ninety (90) days, after which they are also deleted, except where retention is required by law.  Sections 4 (Acceptable Use), 10 (Data Ownership; User Content, as to accrued rights), 11 (Intellectual Property), 13 (Confidentiality), 15 (Disclaimers and Warranties), 16 (Limitation of Liability), 17 (Indemnification), and 19 (Dispute Resolution; Arbitration; Governing Law) will survive any termination or expiration of these Terms.

9. 10. Data Ownership; User Content

10.1 Your data. You retain ownership of all content you submit to the Service (“User Content”), including prompts, files, and conversation history.

10.2 License to operate. You grant SMB Team a limited, non-exclusive, royalty-free license to host, store, process, transmit, and display User Content solely for the purpose of providing the Service to you.

10.3 AI model providers. We use third-party AI model providers to process User Content. Our primary model provider is Anthropic, and we  process User Content under a commercial agreement with Anthropic that contractually prohibits Anthropic from training its models on, or retaining, your User Content except as necessary for short-term service operation and abuse detection. Additional models may be made available through third-party model routing services, and we restrict our integration to endpoints that contractually prohibit storage of or training on customer data.

10.4 No training on your data. We do not use your User Content to train AI models. Through our commercial agreement with Anthropic and our agreements with any additional model providers, our model providers also do not train on or retain your User Content beyond what is necessary for short-term service operation and abuse detection.

10.5 Third-party personal data. If any User Content you submit contains personal data about other individuals — including your clients, employees, job candidates, or contacts — you represent and warrant that you have provided all legally required notices and obtained all legally required consents (or have another lawful basis) for SMB Team to process that data on your behalf. As between you and SMB Team, you are the controller (or “business“) responsible for that data and SMB Team acts as your processor (or “service provider“) under your instructions.

10.6 Aggregated and De-Identified Data. Notwithstanding Section 10.4, we may collect, use, and retain aggregated or de-identified data derived from use of the Service (which does not identify you or any individual) for any lawful business purpose, including analytics, benchmarking, and improving the Service.

10.7 Incidental Processing. When you connect third-party applications (such as email inboxes, calendars, or CRM tools) or run automated workflows, the Service may incidentally process messages or data containing personal information solely to execute your requested task or skill. SMB Team processes this data on a transient basis and does not persistently store, retain, or train AI models on incidentally processed data beyond what is briefly required to complete the operation, unless you explicitly direct the Service to save or store that content within your Account.

10. 11. Intellectual Property

11.1 Service IP. SMB Team owns all right, title, and interest in the Service, including underlying software, algorithms, models, user interface, branding, and improvements. No license is granted to you except as expressly stated in these Terms.

11.2 AI output ownership. As between you and SMB Team, you own AI-generated output that you create using the Service (“Output”), subject to (i) the limitations of applicable law regarding AI-generated content, (ii) third-party rights, and (iii) your compliance with these Terms.

11.3 Feedback. If you provide feedback, ideas, or suggestions regarding the Service, you grant SMB Team a perpetual, royalty-free license to use them without obligation.

11.4 Trademarks. “AI Workforce Pro,” the AI Workforce Pro logo, and our other names and marks are trademarks of SMB Team. You may not use them without our prior written consent.

11. 11A. Copyright Policy and DMCA Notices

11A.1 Respect for Intellectual Property. We respect the intellectual property rights of others and do not permit copyright-infringing activity on the Service. We will remove User Content if properly notified that it infringes another’s intellectual property rights and reserve the right to remove such content without prior notice.

11A.2 Notice of Infringement. If you believe content on the Service infringes your copyright, send a written notice to  SMB Team in accordance with Section 20.3 that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner.

11A.3 Counter-Notice. If your content was removed and you believe it was removed in error, you may submit a counter-notice containing the information required under 17 U.S.C. § 512(g).

11A.4 Repeat Infringers. We will, in appropriate circumstances and in our discretion, terminate the accounts of users who are repeat infringers.

12. 12. Third-Party Integrations

12.1 Third-Party Applications. The Service may allow you to connect third-party applications (including but not limited to Google Workspace, Microsoft 365, Clio). These integrations are subject to the terms and privacy policies of those third parties. We are not responsible for the practices of third-party providers, and you are responsible for managing the permissions you grant.

12.2 Access to Third-Party Data. If you grant the Service access to your third-party data, you authorize us to access, store, and process that data solely as needed to provide the integration. 

13. 13. Confidentiality

13.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including business plans, financial information, customer lists, and trade secrets.

13.2 Obligations. Each party agrees to (i) use the other’s Confidential Information only to perform under these Terms, and (ii) protect it with the same degree of care it uses for its own Confidential Information (and no less than reasonable care). Confidentiality obligations survive termination indefinitely for trade secrets and for three (3) years for other Confidential Information.

13.3 Exclusions. Confidentiality obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law (provided prompt notice is given to the disclosing party where permitted).

13.4 Injunctive Relief. Each party acknowledges that unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party is entitled to seek injunctive or other equitable relief without the requirement of posting a bond.

14. 14. Service Availability; Modifications

We strive for high availability but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any portion of the Service with or without notice. Material changes will be communicated reasonably in advance where practicable. Beta or pre-release features may be offered with reduced support and warranties.

15. 15. Disclaimers and Warranties

15.1 YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, INCLUDING ALL CONTENT AND ANY AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SMB TEAM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OPERATION.

15.2 WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUT.

15.3 SMB TEAM MAKES NO WARRANTY THAT ANY SCHEDULE, OUTPUT, OR USE OF THE SERVICES WILL COMPLY WITH ANY LABOR, EMPLOYMENT, OR SCHEDULING LAW, AND IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES (INCLUDING THE PAYMENT PROCESSOR) OR FOR ANY CONTENT OR CONDUCT OF THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. 16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

16.1 SMB TEAM’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

16.2 IN NO EVENT WILL SMB TEAM BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 SMB TEAM WILL NOT BE LIABLE FOR DAMAGES ARISING FROM (I) YOUR USE OR RELIANCE ON AI-GENERATED OUTPUT, (II) ACTIONS OR OMISSIONS OF THIRD-PARTY MODEL PROVIDERS OR INTEGRATIONS, (III) UNAUTHORIZED ACCESS DUE TO YOUR FAILURE TO PROTECT CREDENTIALS, (IV) LOSS OF DATA THAT WAS NOT BACKED UP BY YOU, OR (V) ANY RELIANCE ON ESTIMATES OF PERFORMANCE OR OUTPUT QUALITY PROVIDED BY OR THROUGHOUT THE SERVICE.

16.4 Allocation of Risk. The limitations in this Section 16 reflect an agreed allocation of risk, form an essential basis of the bargain between the parties, and apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

17. 17. Indemnification

17.1 Your Indemnification. You agree to defend, indemnify, and hold harmless SMB Team and its owners, affiliates, officers, directors, employees, agents, and licensors (the “SMB Team Parties”) from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of: (i) your access to or use of the Service, (ii) your User Content or Customer Data, (iii) your violation of these Terms or any applicable law or third-party right, (iv) your failure to obtain client consent or to comply with professional or regulatory obligations, or (v) your infringement of third-party rights. For clarity, the indemnification obligations in this Section 17, and the fee, payment, and tax obligations in Section 8, are obligations of the Customer. An individual User who accesses the Services solely under a Customer’s account, and who is not itself a Customer, is not personally responsible for those obligations, except to the extent a claim arises out of that User’s own violation of these Terms, misuse of the Services, or infringement of a third party’s rights.

17.2 Procedure. We will provide you with notice of any claim subject to indemnification under this Section 17 (provided that a failure to give prompt notice will not relieve you of your obligations except to the extent you are prejudiced). We may participate in the defense with counsel of our choosing at our own expense, and you will not settle any claim in a manner that imposes liability or an obligation on, or requires any admission by, us without our prior written consent.

18. 18. Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, labor disputes, government action, internet or telecommunications failures, or third-party service outages. If a force majeure event prevents performance for more than thirty (30) consecutive days, either party may terminate for cause.

19. 19. Dispute Resolution; Arbitration; Governing Law

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SMB TEAM ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

19.1 Governing Law. These Terms are governed by Delaware law without regard to its conflict-of-laws principles.

19.2 Informal Resolution. Before initiating arbitration, the parties agree to attempt good-faith resolution by negotiation for at least thirty (30) days following written notice of the dispute.

19.3 Binding Arbitration. Any dispute that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Wilmington, Delaware, or, at your election, by telephone, video, or written submissions, unless the arbitrator determines a hearing is necessary. The arbitrator’s award may be entered in any court of competent jurisdiction. Payment of arbitration fees will be governed by the applicable AAA rules, except that SMB Team will pay or reimburse filing and arbitration fees only to the extent required by those rules or applicable law.

19.4 Class Action Waiver. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and may proceed in court, while all other claims proceed in arbitration.

19.5 Jury Waiver. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

19.6 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or Confidential Information without first using arbitration.

19.7 Time to File. To the extent permitted by law, any Dispute must be filed within one (1) year after the claim arose; otherwise, it is permanently barred.

19.8 Delegation. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable.

19.9 Confidentiality of Arbitration. The existence and content of any arbitration proceeding, including any award, will be kept confidential by the parties except as necessary to enforce or challenge the award, as required by law, or in connection with a legal or regulatory proceeding.

19.10 Venue. Subject to Section 19.6, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any matter not subject to arbitration.

20. 20. General Provisions

20.1 Independent Contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

20.2 Assignment. You may not assign these Terms without our written consent. We may assign without consent in connection with a merger, acquisition, or sale of assets.

20.3 Notices. Notices to SMB Team must be sent to support@smbteam.com or by mail to SMB Team Legal, LLC, 3 Bala Plaza Ste 101E, Bala Cynwyd, PA 19004. Notices to you may be sent to the email associated with your account.

20.4 Entire Agreement. These Terms (together with the Privacy Policy and any subscription order) constitute the entire agreement between you and SMB Team regarding the Service and supersede all prior agreements on the subject.

20.5 Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.

20.6 Waiver. Failure to enforce any right is not a waiver of that right.

20.7 Attorneys’ Fees. The prevailing party in any dispute is entitled to recover reasonable attorneys’ fees and costs.

20.8 Updates. We may update these Terms from time to time. Material changes will be communicated with reasonable advance notice (typically by email and in-app notice). Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

20.9 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except that SMB Team and its officers, directors, employees, and agents are intended beneficiaries of Sections 15 through 19.

20.10 Headings; Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

Last Updated/Effective Date: July 30, 2026