Terms of Service

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SMBXCHANGE PLATFORM. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

1. About SMBXChange

SMBXChange, Inc. (“SMBXChange,” “we,” “us,” or “our”) is a Delaware corporation operating an AI-enabled service coordination platform that connects independent service providers (“Service Providers”) with individuals and businesses seeking services (“Buyers”). The Platform facilitates the discovery, coordination, and payment of services within the US service economy. SMBXChange is a marketplace intermediary and is not a party to the service agreements formed between Buyers and Service Providers.

2. Eligibility

• You must be at least 18 years of age to use the Platform.
• You must have the legal capacity to enter into binding contracts under applicable law.
• By using the Platform, you represent and warrant that you meet these requirements.
• Businesses registering on the Platform must be duly organized and in good standing under applicable law.

3. Account Registration

To access most Platform features, you must create an account. You agree to:

• Provide accurate, current, and complete registration information.
• Maintain and promptly update your account information as needed.
• Keep your login credentials confidential and not share them with any third party.
• Notify SMBXChange immediately of any unauthorized account access at smbxchangecorp@gmail.com.
• Accept responsibility for all activity that occurs under your account.

SMBXChange reserves the right to refuse registration, suspend, or terminate any account at its sole discretion, including for violation of these Terms or conduct that we determine, in our sole judgment, is harmful to users, third parties, or the Platform.

4. Service Provider Approval and Obligations

4.1 Approval Process

Service Providers must complete SMBXChange’s manual approval process, which includes identity verification, review of stated qualifications and service categories, and may include background check consent. Approval typically occurs within 24 hours of complete submission. SMBXChange reserves the right to approve or deny any Service Provider application in its sole discretion.

4.2 Service Provider Representations

By registering as a Service Provider, you represent and warrant that:

• All information provided in your profile is accurate and not misleading.
• You hold all licenses, certifications, permits, and insurance required by applicable law to perform your listed services.
• You will perform services in a professional, workmanlike manner consistent with industry standards.
• You will comply with all applicable federal, state, and local laws in connection with services performed through the Platform.
• You are an independent contractor and not an employee, agent, or partner of SMBXChange.

4.3 Independent Contractor Status

NOTHING IN THESE TERMS SHALL BE CONSTRUED TO CREATE AN EMPLOYMENT, PARTNERSHIP, JOINT VENTURE, AGENCY, FRANCHISE, OR SALES REPRESENTATIVE RELATIONSHIP BETWEEN SMBXCHANGE AND ANY SERVICE PROVIDER. Service Providers are solely responsible for determining the manner and means of service delivery, setting their own schedules, and providing their own equipment and materials. SMBXChange does not control the work performed by Service Providers and is not responsible for any acts or omissions by Service Providers in connection with services delivered.

5. Buyer Obligations

As a Buyer, you agree to:

• Provide accurate and complete information when requesting services.
• Make payment for agreed services through the Platform’s designated payment mechanisms.
• Treat Service Providers with respect and in compliance with applicable law.
• Not attempt to circumvent the Platform to engage Service Providers outside the Platform for services originally sourced through SMBXChange.
• Provide honest and accurate reviews and ratings.

6. Fees and Payment

6.1 Service Fee

SMBXChange charges a service fee of up to ten percent (10%) of the total transaction value for each completed service engagement. This fee is deducted from the amount paid by the Buyer and remitted to the Service Provider net of the fee. Fee rates are subject to change with reasonable notice to users.

6.2 Payment Processing

All payments on the Platform are processed through SMBXChange’s designated third-party payment processor. By transacting on the Platform, you agree to the payment processor’s terms of service. SMBXChange is not responsible for errors, delays, or failures attributable to the payment processor.

6.3 Escrow

For service engagements with a total value of three hundred dollars ($300) or more, SMBXChange may offer escrow services whereby Buyer payment is held in escrow pending satisfactory service completion. Release of escrowed funds is governed by SMBXChange’s escrow policy, which is incorporated herein by reference. SMBXChange shall not be liable for disputes between Buyers and Service Providers regarding the quality or completion of services.

6.4 Taxes

Each party is responsible for determining and fulfilling its own tax obligations arising from transactions on the Platform. SMBXChange does not withhold taxes on behalf of Service Providers, who are solely responsible for reporting and remitting income from services performed through the Platform. SMBXChange may issue applicable tax forms (e.g., IRS Form 1099-K) as required by law.

7. Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
• Post false, misleading, defamatory, or fraudulent content, profiles, or reviews.
• Circumvent the Platform’s payment system to conduct off-platform transactions with users originally sourced through the Platform.
• Harass, threaten, intimidate, or discriminate against other users on any basis prohibited by law.
• Upload or transmit viruses, malicious code, or any content that interferes with the Platform’s operation.
• Attempt to gain unauthorized access to any account, system, or network related to the Platform.
• Scrape, crawl, or systematically extract data from the Platform without express written permission.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Engage in any conduct that disrupts or impairs the integrity or performance of the Platform.

8. Intellectual Property

8.1 SMBXChange Content

The Platform and its original content, features, AI matching algorithms, design, and technology are owned by SMBXChange or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws. These Terms do not grant you any ownership interest in the Platform or its content.

8.2 User Content

By submitting content (including profile information, service descriptions, photos, and reviews) to the Platform (“User Content”), you grant SMBXChange a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, and distribute such User Content in connection with operating and promoting the Platform. You represent and warrant that you own or have the necessary rights to grant this license and that your User Content does not infringe any third-party rights.

8.3 Feedback

Any suggestions, ideas, or feedback you provide regarding the Platform may be used by SMBXChange without restriction or compensation to you.

9. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED, ERROR-FREE OPERATION. SMBXCHANGE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT ON THE PLATFORM, INCLUDING SERVICE PROVIDER PROFILES, RATINGS, OR REVIEWS.

SMBXCHANGE DOES NOT ENDORSE, VET (BEYOND ITS STANDARD APPROVAL PROCESS), GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE PROVIDER OR THE SERVICES THEY DELIVER. BUYERS ENGAGE SERVICE PROVIDERS AT THEIR OWN RISK. SMBXCHANGE IS A MARKETPLACE FACILITATOR ONLY.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SMBXCHANGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF SMBXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SMBXCHANGE’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SMBXCHANGE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless SMBXChange, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of or access to the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any services provided or received through the Platform; or (e) any content you submit to the Platform.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute proceeding, you agree to contact SMBXChange at smbxchangecorp@gmail.com and attempt to resolve the dispute informally. SMBXChange will use reasonable efforts to resolve disputes within 30 days of receiving written notice.

12.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms or the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, except as provided below. The arbitration shall be conducted in Wake County, North Carolina, or by video conference. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.3 Class Action Waiver

YOU AND SMBXCHANGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. No arbitration or proceeding shall be combined with another without the prior written consent of all parties.

12.4 Exceptions

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims within the jurisdiction of small claims court may be brought in that court.

13. Governing Law

These Terms and any disputes arising hereunder shall be governed by the laws of the State of North Carolina, without regard to its conflict of law provisions. Subject to Section 12, the parties submit to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina.

14. Modification and Termination

14.1 Modification of Terms

SMBXChange reserves the right to modify these Terms at any time. Material changes will be communicated to registered users via email or in-Platform notification at least 14 days before taking effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the revised Terms.

14.2 Suspension and Termination

SMBXChange may suspend or terminate your account and access to the Platform at any time, with or without cause and with or without notice, including for violation of these Terms. Upon termination: (a) your right to use the Platform ceases immediately; (b) SMBXChange may delete your account data subject to applicable law; and (c) provisions that by their nature should survive termination shall survive, including Sections 8, 9, 10, 11, 12, and 13.

14.3 Account Cancellation

You may cancel your account at any time by contacting SMBXChange at smbxchangecorp@gmail.com. Cancellation does not relieve you of payment obligations for services already performed or fees already incurred.

15. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy and any additional policies incorporated by reference, constitute the entire agreement between you and SMBXChange regarding the Platform and supersede all prior agreements.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: SMBXChange’s failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without SMBXChange’s prior written consent. SMBXChange may assign its rights freely.
• Force Majeure: SMBXChange shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, or government action.
• Notices: Notices to SMBXChange must be sent to smbxchangecorp@gmail.com. SMBXChange may provide notices to you via your registered email address or through the Platform.

16. Contact

For questions or concerns regarding these Terms, contact:

SMBXChange, Inc. Attn: Legal Email: smbxchangecorp@gmail.com Website: www.smbxchange.com