Contract Terms

Last Updated: JAN/22/2026
Company: SMOKYBRANDS MARKETING AGENCY LLC
Registered in: Tennessee, USA
Contact:

2109 West Market Street
Suite 100-Q
Johnson City, TN 37604
USA

1. Introduction

These Terms & Conditions (“Terms”) govern all services provided by SMOKYBRANDS MARKETING AGENCY LLC (“Company,” “we,” “us”) to business clients (“Client” or “you”). They apply exclusively to B2B clients. By engaging our services, approving a proposal, or making any payment, you agree to these Terms in full.

Consumer protection laws applicable to individuals are expressly excluded.

2. Scope of Services

SMOKYBRANDS MARKETING AGENCY LLC provides web design, development, hosting, maintenance, SEO, branding, digital marketing, consulting, and related services. All services and deliverables are defined in a Statement of Work (SOW). Services outside the SOW are billed separately at our standard rates.

3. Statement of Work (SOW) Acceptance

All projects must be defined in a Statement of Work (SOW). The SOW is considered binding once:

Signed in writing by both parties or Confirmed via email from an authorized business email address of the Client, with acknowledgment of scope, deliverables, and fees.

SMOKYBRANDS MARKETING AGENCY LLC reserves the right to begin work only after the SOW has been accepted in either form.

The Client represents that the individual providing email approval has authority to bind the Client contractually.

Order Confirmation by the Company:

Following receipt of the Client’s approval or instruction to proceed, the Company may issue an order confirmation via email. Unless the Client objects in writing within five (5) business days of receipt, the order confirmation shall be deemed accepted and binding. This applies to scope, deliverables, timelines, and fees as stated in the order confirmation.

4. Payment Terms

Deposit: A non-refundable deposit of 50% of the project fee is required before work begins.

For monthly budget Payment agreements:

• The agreed monthly budget must be paid in advance at the beginning of each month.
• A partial invoice reflecting the monthly budget will be issued at the start of each month.
• Services will commence once payment for the month has been received.
• Any unused portion of the monthly budget does not roll over unless otherwise agreed in writing.
• Client is responsible for any applicable Sales Tax on billed services.
• Final Payment: Remaining balance is due upon project completion and prior to delivery or website launch.

Late Payment: Overdue amounts accrue interest at 1.5% per month or the maximum legal rate, whichever is lower.

Suspension of Services: Services may be suspended if payment is overdue by more than 10 days; outstanding balance becomes immediately due.

Chargebacks: Any chargeback constitutes a breach of contract. Client is responsible for all fees, including legal costs.

Ownership Retention: All project deliverables, including code, graphics, and content, remain property of SMOKYBRANDS MARKETING AGENCY LLC until full payment is received.

In case of any conflict between these Terms and an accepted Statement of Work (SOW) or proposal, the terms of the SOW or proposal shall prevail.

5. Client Responsibilities

Clients must:

Provide all necessary content, materials, access, and approvals promptly.

Respond to requests for feedback within 14 days; failure may be considered project abandonment. In the event of project abandonment, all completed work will be invoiced and any outstanding balance becomes immediately due.

Ensure that all content is legal and does not infringe on third-party rights.

Refrain from modifying delivered work without explicit consent.

6. Project Delivery & Revisions

Two rounds of revisions are included; additional revisions are billed at our hourly rates.

Client must approve or reject deliverables within 5 business days; no response constitutes acceptance. Use of the deliverables in a live or production environment constitutes acceptance.

Post-acceptance changes are considered new work and billed separately.

7. Intellectual Property & Licensing

All deliverables remain the property of SMOKYBRANDS MARKETING AGENCY LLC until full payment.

Upon full payment, Client receives a non-exclusive, non-transferable license for intended business use.

Third-party frameworks, plugins, or stock assets remain subject to their own licenses.

Unauthorized reproduction, resale, or distribution is prohibited.

8. Hosting & Maintenance

Hosting and maintenance plans renew automatically for 12 months unless canceled 30 days in advance.

SMOKYBRANDS MARKETING AGENCY LLC may suspend hosting or maintenance for non-payment.

No liability is assumed for downtime, data loss, or security breaches caused by third-party providers.

9. SEO & Marketing

SEO and digital marketing services are provided without guarantees.

SMOKYBRANDS MARKETING AGENCY LLC does not guarantee search engine rankings, traffic, leads, conversions, or sales.

10. Data Security & Privacy / NDA

Reasonable measures are taken to protect Client data, but no guarantee of absolute security is provided.

SMOKYBRANDS MARKETING AGENCY LLC is not liable for unauthorized access, hacks, or data loss caused by third parties.

Administrative access may be withheld until full payment is received.

Both parties agree to maintain strict confidentiality regarding proprietary information, trade secrets, passwords, or other sensitive data.

NDA obligations survive contract termination.

11. Limitation of Liability

Liability for indirect, incidental, or consequential damages is excluded.

Total liability is limited to the fees paid in the last 30 days (maximum $500).

Refunds are not available after project commencement.

Client is responsible for legal fees in case of breach.

12. Indemnification

Client agrees to indemnify and hold harmless SMOKYBRANDS MARKETING AGENCY LLC, its employees, contractors, and affiliates from any claims arising from:

Client-provided content or modifications

Breach of contract

Violation of laws or third-party rights

13. Force Majeure (Expanded)

While we strive to deliver all services as agreed, SMOKYBRANDS MARKETING AGENCY LLC is not liable for delays or failures caused by events beyond reasonable control, including but not limited to:

• Natural disasters, fires, floods, hurricanes, earthquakes
• Cyberattacks, hacking, ransomware, or internet outages
• Government actions, changes in law, or regulatory requirements
• Pandemics, labor strikes, or supplier failures
• Deadlines are automatically extended by the duration of such events.

14. Termination

SMOKYBRANDS MARKETING AGENCY LLC may terminate the contract with written notice.

If Client terminates, all completed work becomes immediately due; deposits remain non-refundable.

Hosting, maintenance, and SEO services may be suspended immediately.

15. Portfolio & Marketing

SMOKYBRANDS MARKETING AGENCY LLC may showcase project results in portfolios, case studies, or marketing materials unless prohibited in writing.

16. Non-Solicitation

Client agrees not to directly hire SMOKYBRANDS MARKETING AGENCY LLC employees, contractors, or freelancers for 12 months after project completion.

17. Third-Party Software & Integrations

SMOKYBRANDS MARKETING AGENCY LLC is not liable for errors, downtime, or data loss caused by third-party software, plugins, APIs, or hosting.

18. Dispute Resolution / Mandatory Mediation & Binding Arbitration

Before initiating any legal action in any court, Client agrees to first:

Attempt good-faith mediation with a neutral third-party mediator within 30 days of the dispute arising.

If mediation fails, any remaining disputes must be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) in Tennessee.

Additional Limitation:

Client expressly agrees not to initiate any lawsuit or court proceeding against SMOKYBRANDS MARKETING AGENCY LLC except as explicitly allowed under this binding arbitration agreement.

Governing law: Tennessee, USA

Venue: Nashville, TN

Jury trial waived; arbitrator’s decision is final and enforceable

Losing party pays all arbitration and legal fees

19. Automatic Renewal & Pricing Adjustments

Hosting, maintenance, and subscription services renew automatically.

Price adjustments may occur with 30 days’ notice.

20. Survival

Payment obligations, ownership, liability, indemnification, dispute resolution, confidentiality, and NDA obligations survive termination.

21. Additional provisions

No Implied Warranties: All implied warranties, including merchantability and fitness for a particular purpose, are excluded.

Client Responsibility: Client is responsible for all content and materials provided.

Third-Party Services: We are not liable for failures caused by third-party software, plugins, APIs, or hosting.

SEO & Marketing Disclaimer: No guarantees on traffic, ranking, leads, or sales.

Payment & Ownership Retention: Full ownership is retained until complete payment. Chargebacks constitute breach of contract.

Post-Acceptance Changes: Changes after approval are billed separately; no liability for SMOKYBRANDS MARKETING AGENCY LLC.

B2B Exclusivity: Terms apply exclusively to business clients; consumer protection laws do not apply.

Portfolio Use: SMOKYBRANDS MARKETING AGENCY LLC may use deliverables for marketing unless prohibited in writing.

Severability: Invalid provisions do not affect remaining clauses.

Client is responsible for any applicable Sales Tax on billed services.

Any third-party expenses (e.g., stock images, paid plugins, advertising spend, or other external costs) must be paid in advance by the client. These expenses will be invoiced separately and are not included in the service fee. Services requiring third-party payments will not commence until payment for these expenses has been received.

The Company is not liable for search engine penalties, content duplication issues, or algorithm changes, including those related to AI-generated or assisted content.

The Company does not provide legal compliance services and does not guarantee compliance with accessibility, privacy, or data protection laws.

The Company does not guarantee any business outcome, including but not limited to revenue, leads, conversions, brand growth, or return on investment.

22. Entire Agreement

These Terms, together with any SOW or proposal, constitute the entire agreement. Engagement, payment, or approval constitutes acceptance of these Terms.