Terms and conditions

These terms and conditions (“Agreement”) set forth the general terms and conditions governing your use of the smokybrands-marketing.com website (“Website” or “Service”) and any of its related products and services (collectively, the “Services”).

This Agreement is legally binding between you (“User”, “you” or “your”) and Smokybrands Marketing Agency LLC (“Smokybrands Marketing Agency LLC”, “we”, “us” or “our”).

For purposes of any paid services or service relationship, the term “Client” refers to any business entity or individual acting in a commercial capacity that enters into a contractual relationship with Smokybrands Marketing Agency LLC.

If you are entering into this Agreement on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity.

If you do not have such authority, or if you do not agree to the terms of this Agreement, you must not accept this Agreement and may not access or use the Website or Services.

By accessing or using the Website or Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You further acknowledge that this Agreement constitutes a binding contract between you and Smokybrands Marketing Agency LLC, even though it is electronic and not physically signed.

B2B / No Consumer Use. The Services are offered exclusively to commercial clients acting in a business capacity. By using the Services, you represent and warrant that you are not acting as a consumer for personal, family, or household purposes.

Table of contents

Links to other resources

Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Website. Your linking to any other off-site resources is at your own risk.

Prohibited uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the Website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.

Intellectual property rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by Smokybrands Marketing Agency LLC or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Smokybrands Marketing Agency LLC. All trademarks, service marks, graphics and logos used in connection with the Website and Services, are trademarks or registered trademarks of Smokybrands Marketing Agency LLC or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of Smokybrands Marketing Agency LLC or third party trademarks.

Disclaimer of warranty

You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim 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. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

Limitation of liability

To the fullest extent permitted by applicable law, Smokybrands Marketing Agency LLC, its affiliates, officers, directors, employees, agents, contractors, suppliers, and licensors shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data, business interruption, or cost of substitute services, arising out of or relating to this Agreement, the Website, or the Services, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

In no event shall the total aggregate liability of Smokybrands Marketing Agency LLC for all claims arising out of or relating to this Agreement exceed the total amount actually paid by the Client to Smokybrands Marketing Agency LLC for the Services during the three (3) months immediately preceding the event giving rise to the claim.

The parties expressly acknowledge and agree that the limitations of liability set forth in this section represent a reasonable and commercial allocation of risk between sophisticated business parties, form an essential basis of the bargain between the parties, and are a material consideration in determining the fees charged for the Services. The Client acknowledges that the pricing of the Services reflects this allocation of risk and limitation of liability.

The Client further acknowledges that marketing, branding, advertising, SEO, and digital services are inherently subject to market risks, competitive factors, third-party platform policies, algorithm changes, economic conditions, and other variables beyond the control of Smokybrands Marketing Agency LLC. Accordingly, no specific results, rankings, revenue increases, or financial outcomes are guaranteed.

Nothing in this section shall limit liability to the extent such limitation is prohibited by applicable law, including liability for fraud, intentional misconduct, or willful violations of law.

No claim may be brought more than one (1) year after the cause of action arises.

The limitations and exclusions set forth herein shall apply even if any limited remedy fails of its essential purpose and shall survive termination or expiration of this Agreement.

No Reliance; No Guarantee of Results

The Client acknowledges and agrees that it has not relied upon any representations, statements, projections, forecasts, estimates, promises, or assurances of any kind, whether oral or written, other than those expressly set forth in this Agreement.

The Client further acknowledges that any examples, case studies, projections, performance metrics, or illustrative results presented by Smokybrands Marketing Agency LLC are provided for informational and illustrative purposes only and do not constitute guarantees, warranties, or assurances of future performance.

The Client understands and agrees that marketing, branding, advertising, SEO, digital strategy, and related services are inherently uncertain and dependent upon numerous factors beyond the control of Smokybrands Marketing Agency LLC, including but not limited to market conditions, consumer behavior, competition, budget allocation, platform policies, and algorithm changes.

Accordingly, the Client agrees that it is entering into this Agreement based solely on its own independent evaluation and business judgment and not in reliance upon any expectation of specific financial results, rankings, revenue growth, or return on investment.

Payment Terms; No Refund Policy; Chargeback Protection

All fees for the Services shall be due and payable as set forth in a written proposal, invoice, service agreement, or other written confirmation between the parties. Unless expressly agreed in writing, all payments are final and non-refundable.

The Client acknowledges and agrees that marketing, branding, digital strategy, advertising, consulting, development, and related Services involve the allocation of time, expertise, personnel, resources, scheduling commitments, and opportunity costs that commence upon engagement. Accordingly, fees are earned as incurred and are not contingent upon the achievement of specific results, performance metrics, financial outcomes, or return on investment.

Invoices are due within the time period stated on the applicable invoice. Any amounts not paid when due may accrue interest at the lesser of (i) 1.5% per month (18% per annum), or (ii) the maximum rate permitted by applicable law, calculated from the due date until paid in full.

Smokybrands Marketing Agency LLC reserves the right to suspend, withhold deliverables, or terminate Services immediately in the event of non-payment, without liability for any resulting interruption, delay, lost opportunity, or alleged damages. Such suspension shall not relieve the Client of its payment obligations.

Chargebacks / Payment Disputes. To the fullest extent permitted by applicable law, the Client agrees not to initiate, authorize, or pursue any chargeback, payment reversal, or payment dispute with any bank, credit card company, payment processor, or financial institution for Services that have been provided, initiated, scheduled, reserved, or made available. Any chargeback or payment dispute initiated in violation of this Agreement shall constitute a material breach of this Agreement.

In the event of a chargeback or payment reversal, the Client shall remain fully liable for the disputed amount, together with any associated fees, penalties, administrative expenses, collection costs, and reasonable attorneys’ fees incurred in recovering such amounts.

In the event of any dispute regarding the Services, the Client agrees to provide written notice describing the dispute in reasonable detail and to allow Smokybrands Marketing Agency LLC a reasonable opportunity to address and attempt to resolve the matter prior to initiating any chargeback, arbitration, or legal proceeding.

Failure to make timely payment constitutes a material breach of this Agreement and may result in immediate termination of Services without further notice.

The Client shall be responsible for all costs of collection and enforcement, including reasonable attorneys’ fees, arbitration fees, court costs, and related expenses incurred in enforcing payment obligations under this Agreement.

The obligations set forth in this section shall survive termination or expiration of this Agreement.

Force Majeure; Platform and Algorithm Changes

Smokybrands Marketing Agency LLC shall not be liable for any delay, failure in performance, interruption of Services, or inability to meet any obligation under this Agreement to the extent caused by events beyond its reasonable control.

Such events include, without limitation: acts of God; natural disasters; fire; flood; earthquake; war; terrorism; civil unrest; governmental actions; regulatory changes; labor disputes; power or internet outages; supply chain disruptions; pandemics; epidemics; public health emergencies; failures of hosting providers; data center interruptions; cybersecurity incidents; third-party vendor failures; or any other event beyond reasonable control.

Without limiting the foregoing, the Client expressly acknowledges that digital marketing, SEO, paid advertising, branding, and online visibility are inherently dependent upon third-party platforms and technologies, including but not limited to search engines (e.g., Google, Bing), social media platforms (e.g., Meta, LinkedIn, X), advertising networks, hosting providers, domain registrars, analytics providers, and other digital infrastructure providers.

Smokybrands Marketing Agency LLC shall not be liable for any changes in search engine algorithms, advertising platform policies, account suspensions, platform restrictions, ranking fluctuations, removal of content, loss of data caused by third-party platforms, changes in API access, pricing changes by third-party vendors, or any other action or inaction of third-party service providers.

Performance delays or impacts resulting from such third-party changes shall not constitute breach of this Agreement, and no refunds, credits, penalties, or damages shall be owed as a result.

If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate affected Services upon written notice; provided, however, that all fees earned prior to termination shall remain due and payable.

This section shall survive termination of this Agreement.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Smokybrands Marketing Agency LLC and its affiliates, directors, officers, employees, agents, contractors, suppliers, and licensors from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to:

• (i) the Client’s breach of this Agreement;
• (ii) the Client’s violation of any applicable law, regulation, or third-party rights;
• (iii) any content, materials, data, trademarks, copyrights, advertising claims, or other information provided by the Client or on the Client’s behalf;
• (iv) allegations that materials, content, or instructions supplied by the Client infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party;
• (v) the Client’s misuse of the Website or Services; or
• (vi) any willful misconduct, fraud, or gross negligence by the Client.

Smokybrands Marketing Agency LLC reserves the right, at the Client’s expense, to assume the exclusive defense and control of any matter subject to indemnification by the Client, and the Client agrees to cooperate fully in the defense of such claims.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Dispute resolution; Binding Arbitration; Class Action Waiver

The formation, interpretation, and performance of this Agreement and any dispute arising out of or relating to this Agreement, the Website, or the Services shall be governed by the substantive and procedural laws of the State of Tennessee, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Informal Resolution / Notice of Dispute

Before initiating arbitration, the party asserting a dispute (the “Claimant”) agrees to first send the other party a written notice of dispute describing the nature of the claim and the relief requested (“Notice of Dispute”). The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after receipt of the Notice of Dispute before commencing arbitration. Notices must be sent to hello@smokybrands-marketing.com (or such other address as a party designates in writing).

Binding Arbitration; Delegation

To the fullest extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope, applicability, enforceability, or formation of this arbitration provision, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted before a single arbitrator and shall take place in the State of Tennessee, United States, unless the parties agree otherwise in writing. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation or enforceability of this arbitration provision.

Each party shall bear its own attorneys’ fees and costs unless otherwise required by applicable law or awarded by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction.

Class Action Waiver

All claims must be brought in the parties’ individual capacities only and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to consolidate claims or to hear any class or representative action.

Mass Arbitration / Multiple Similar Claims (Batching)

To the fullest extent permitted by applicable law, if twenty-five (25) or more substantially similar demands for arbitration are filed against a party by or with the assistance of the same or coordinated counsel or entities (“Mass Arbitration”), the parties agree to cooperate in good faith to implement a batching process designed to promote efficiency and proportionality. Unless prohibited by AAA rules then in effect, the parties agree that (a) the demands shall be grouped into batches of up to ten (10) matters, (b) one batch will proceed first, (c) the arbitrator(s) may decide common threshold issues, and (d) the remaining demands will be stayed while the initial batch proceeds, unless the arbitrator determines otherwise for good cause.

Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Tennessee to protect its intellectual property rights or confidential information pending completion of arbitration.

Opt-Out

The Client may opt out of this arbitration provision by sending written notice to hello@smokybrands-marketing.com within thirty (30) days of the earlier of (i) first acceptance of this Agreement or (ii) execution of any paid service agreement. The opt-out notice must include the Client’s legal name, the Website domain, and a clear statement that the Client is opting out of arbitration. If the Client opts out, disputes will be resolved exclusively in the state or federal courts located in Tennessee, and the parties consent to personal jurisdiction and venue there.

Severability of Class Action Waiver

If the Class Action Waiver is found unenforceable as to a particular claim, then that claim shall proceed only in a court of competent jurisdiction (and not in arbitration) to the extent required by law, and the remaining portions of this dispute resolution section shall remain in effect.

You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement, to the fullest extent permitted by applicable law.

Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

Independent Contractor; No Partnership or Agency

The relationship between the parties is that of independent contracting parties. Nothing contained in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, fiduciary relationship, or employment relationship between the parties.

Smokybrands Marketing Agency LLC is an independent contractor and shall have no authority to bind the Client, incur obligations on behalf of the Client, or represent that it has authority to act on behalf of the Client except as expressly agreed in writing.

Likewise, the Client shall have no authority to bind Smokybrands Marketing Agency LLC.

Each party shall be solely responsible for its own employees, contractors, taxes, insurance, payroll obligations, and regulatory compliance.

Nothing in this Agreement shall be interpreted to create any fiduciary duty beyond the obligations expressly set forth herein.

This section shall survive termination of this Agreement.

Changes and amendments

We reserve the right to modify this Agreement or its terms related to the Website and Services at any time at our discretion. When we do, we will revise the updated date at the bottom of this page. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.

An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. Your continued use of the Website and Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.

Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by the terms of this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.

Contacting us

If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us using the details below:

hello@smokybrands-marketing.com

This document was last updated on February 27, 2026