Smashel Digital Marketing Listing Management Product Terms

Last updated on December 1, 2023

IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “LISTINGS MANAGEMENT TERMS”) PERTAINING TO THE LISTINGS MANAGEMENT SERVICE (THE MANAGED SERVICE AND SELF-SERVICE EACH ARE REFERRED TO AS THE “SERVICE”) PROVIDED BY SMASHEL DIGITAL MARKETING. THESE LISTINGS MANAGEMENT TERMS ARE REFERRED TO IN THE ONLINE MARKETING SERVICES TERMS AND CONDITIONS (THE “MARKETING SERVICES TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES THIS SERVICE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE LISTINGS MANAGEMENT TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE LISTINGS MANAGEMENT TERMS AND THE MARKETING SERVICES TERMS AND/OR ORDER FORM, THE LISTINGS MANAGEMENT TERMS WILL CONTROL.

Capitalized terms not defined herein will have the meaning set forth in the Marketing Services Terms.

1. Description.

The Service publishes your business information, keeps your content up to date on key local listings and top local directories that are included in the version of the Service you have purchased (each such third party, a “Service Partner”) and delivers regular updates and reporting. Specific Service Partners included in the Service are subject to change from time to time at Smashel Digital Marketing’s sole discretion.

 If you purchased a custom Listings Management Package, which may include, among other services, custom listings management, review management, and/or store locator services as further set forth in your Order Form (“Custom Listings Management Services”), such services will be delivered by Smashel Digital Marketing subject to the Service Agreement set forth at ONLINE MARKETING SERVICES TERMS AND CONDITIONS. In the event of any conflict between the Marketing Services Terms with respect to the Custom Listings Management Services, the Marketing Services Terms shall control. Subscription fees for additional locations will be chargeable to you at the monthly fee per location set forth in your Order Form, otherwise subject to the payment terms set forth here and in the Marketing Services Terms and billed on a quarterly basis.

2. Fees.

You agree to pay the amounts set forth on the Order Form and/or the sign-up page. Your “billing period” will be specified by Smashel Digital Marketing at the time of registration for the Service, though Smashel Digital Marketing reserves the right to change the term of future billing periods at any time. If you signed up for the Service as part of a promotion, please refer to the terms of such promotion to determine the pricing and details of such promotion.

3. Term.

The Managed Service shall continue through the completion of the initial number of Cycles set forth on the Order Form (the “Initial Term”). Thereafter, the Service will automatically renew for the Cycle term set forth on the Order Form (each a “Renewal Term”), unless you provide notice of cancellation as set forth below. In the event of a promotion, the duration of the promotional term will be considered the “Initial Term” and the period remaining in the term after the promotional term will be considered a “Renewal Term.” Each “Cycle” of the Service consists of 30 days. The Self-Service is billed every month and will auto-renew each month, cancellable at any time. The effective date of cancellation is the last day of the month in which you cancel with access until the effective date of cancellation.

4. Limitations.

You acknowledge and agree that (i) all content submitted for the Service will be subject to the Service Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Service Partner at any time in its sole discretion, or modified at any time to comply with such policies, (ii) Smashel Digital Marketing does not guarantee that any Listings Management content will be displayed on any Service Partner’s site, and (iii) the appearance and/or location of any Listings Management content placement may change at any time, and (iv) the posting or updating of your content on Service Partners’ sites may be delayed for reasons beyond Smashel Digital Marketing’s control. NEITHER SMASHEL DIGITAL MARKETING NOR ITS LICENSORS WILL HAVE ANY LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE SERVICE PARTNER SITES, FOR ANY DECISION BY A SERVICE PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY YOU, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE, WHETHER OR NOT SUCH ACTION IS TAKEN BY THE SERVICE PARTNER IN ACCORDANCE WITH ITS APPLICABLE TERMS, CONDITIONS OR OTHER POLICIES.

5. Use of the Service.

a. License. Smashel Digital Marketing hereby grants you a limited, non-exclusive, non-transferable right and license to access and use the Service solely in connection with your legitimate business needs. This license will terminate upon the cancellation or termination of your subscription, in which case you will immediately cease any further use of the Service.

b. Ownership. All intellectual property rights in and to the Service are and will inure to Smashel Digital Marketing and/or its various third-party licensors and partners. Nothing herein will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Smashel Digital Marketing trademark displayed on the Smashel Digital Marketing service without Smashel Digital Marketing’s prior written consent. The appearance of any third-party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.

c. Usage Restrictions. Your use of the Service is limited solely to those rights granted in Section 5(a). You will not copy, prepare derivative works, decompile or reverse engineer the Service. You will not remove any trademark, copyright, or other proprietary right notices which appear on the Service. In addition, you will not use the Service for any unlawful or fraudulent purpose including, but not limited to: (i) impersonating any person or entity, (ii) harvesting or collecting any personal information in violation of applicable law or (iii) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation. You acknowledge and agree that (A) all content submitted for the Service will be subject to the Service Partners’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Service Partner at any time in its sole discretion, or modified at any time to comply with such policies, (B) Smashel Digital Marketing does not guarantee that any Listings Management content will be displayed on any Service Partner site, and (C) the appearance and/or location of any Listings Management content placement may change at any time.

d. License to Your Content. You hereby grant to Smashel Digital Marketing and its licensors in connection with the Service a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of Smashel Digital Marketing or its licensors’ business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing content and other content that is provided by or on behalf of you in connection with your use of the Service. Smashel Digital Marketing may sublicense this right to any Service Partners and other online partners. This license will survive any termination or expiration of this Agreement.

e. Removal. Because of the interconnected nature of Service Partner sites with other web sites and services, your content posted to such sites may be difficult to remove. For example, your content that is removed from a Service Partner site may persist on other web sites (including end-user web pages) or may be cached in search engine indexes. Accordingly, although Smashel Digital Marketing will use commercially reasonable efforts to remove your content from Service Partner sites when requested by you, Smashel Digital Marketing cannot guarantee such removal.

f. Platform Providers. Smashel Digital Marketing may use one or more third party providers in order to offer the Services described hereunder, including as a source of record for your business listing information. Each such third party provider expressly disclaims any express and implied warranties and excludes all liabilities to the fullest extent permitted under applicable law. In addition to coverage under Section 14 of the Marketing Services Terms, each such third party will also be deemed to be an intended third party beneficiary of these Product Terms. Further, Service Partners may make your business information available to their data customers.

g. Client Responsibilities. Client is solely responsible for adding and or submitting accurate and complete information about their business. Smashel Digital Marketing does not take any responsibility in validating the information submitted or uploaded by the Client.

6. Special Terms – Facebook.

Facebook. If content is placed on your existing Facebook business page as part of the Service, you hereby agree to, and agree to comply with (and to ensure that all content that you provide to Smashel Digital Marketing with respect to such Facebook listing complies with) Facebook’s then-current “Statement of Rights and Responsibilities” (currently located at http://www.facebook.com/legal/terms) and any other applicable terms and conditions and policies of Facebook (collectively, the “Facebook Terms”). Any actual or alleged failure of you, or of any of your content, to comply with the Facebook Terms will constitute a material breach of this Agreement, and Smashel Digital Marketing will have the right to immediately suspend provision of the Facebook listing until such failure is cured by you and/or, if directed by Facebook, to terminate the provision of the Facebook listing to you. In addition to your indemnity obligations set forth in the Marketing Terms, you will defend, indemnify and hold harmless Smashel Digital Marketing and its licensors from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorneys’ fees and expenses) arising from or related to any asserted breach of the Facebook Terms by you and/or the content of any of your Facebook pages.