Media Product Terms
Last updated on December 1, 2023
IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “MEDIA PRODUCT TERMS”) PERTAINING TO SMASHEL DIGITAL MARKETING, THE SEARCH MARKETING, TARGETED DISPLAY SOCIAL ADS PRODUCTS, AND GOOGLE LOCAL SERVICES ADS (COLLECTIVELY REFERRED TO SOMETIMES AS THE “MEDIA PRODUCTS”) PROVIDED BY SMASHEL DIGITAL MARKETING. THESE MEDIA PRODUCT TERMS ARE REFERRED TO IN THE SMASHEL DIGITAL MARKETING 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 THESE PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE MARKETING SERVICES TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE MEDIA PRODUCT TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THE MEDIA PRODUCT TERMS SHALL CONTROL.
Capitalized terms not defined herein shall have the meaning set forth in the
Marketing Services Terms.
1. Advertising Placement and Location.
a. Placement. Smashel Digital Marketing will determine when possible, in its sole discretion, on which online properties (the “Publishers”) the advertising content (“Ads”) will run during the course of any campaign. You acknowledge that Smashel Digital Marketing does not operate or control the Publishers – with the exception of its own proprietary online directory or other properties owned or operated by Smashel Digital Marketing or its affiliates (the “Smashel Digital Marketing Properties”). You further acknowledge that at any time during a campaign, the Publisher mix may change and that Smashel Digital Marketing makes no guarantees about when or where the Ads will be displayed by the Publishers or by Smashel Digital Marketing.
b. Ad Targeting. Smashel Digital Marketing will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the campaign initiation process, but Smashel Digital Marketing does not guarantee that your Ads will only be displayed in the target locales. If and to the extent you provide physical addresses or other geographic data, personally identifiable information (for use in direct targeting or building targeting profiles) or other information for the purposes of delivering targeted Ads, including information to target Ads by demographics, personal attributes, location, interests or any combination of the foregoing (collectively, “Targeting Information”), you represent and warrant you have full authority, in compliance with all applicable laws, to deliver such Targeting Information to Smashel Digital Marketing, and you will 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 the Targeting Information, including any use of the Targeting Information in delivering your Ads and the sharing of such Targeting Information, including personally identifiable information (for use in direct targeting or building targeting profiles), as applicable, with the Publishers in order to deliver the Ads.
c. Smashel Digital Marketing Properties and Third-Party Directories. Smashel Digital Marketing may create and post online, in the Smashel Digital Marketing Properties or the directories of third parties, profile page(s) for you, which may include the following information: your name, phone number, email address, physical address, photos, videos, and information regarding your products or services and Your business (the “Local Profile”). You acknowledge that because of the nature of the Internet, your Local Profile may remain in the Smashel Digital Marketing Properties even after Smashel Digital Marketing is no longer providing Marketing Services to you. Such Local Profiles may also include Tracking Services.
d. Facebook Integration. The Social Ads media product seeks to bring you targeted local customers via ads delivered on Facebook. In order to enable Smashel Digital Marketing to deliver this service, you must provide Smashel Digital Marketing access to your Facebook account and authorize Smashel Digital Marketing to act as your administrator solely in connection with promotion of your ads on Facebook. While Smashel Digital Marketing will use your Facebook account in connection with this service, you will continue to be bound by Facebook’s relevant terms and conditions, including without limitation its relevant ad policies at
Facebook Ad Policies, which, among other things, reserve Facebook’s right to reject or remove ads in Facebook’s sole discretion. All content that will be posted on Facebook as part of this service will comply with Smashel Digital Marketing’s content guidelines, and you hereby approve Smashel Digital Marketing to disseminate such content, unless otherwise directed by you in writing. Smashel Digital Marketing cannot control and is not responsible for the policies of any third-party Publisher, such as Facebook, or for any alteration, enforcement or interpretation thereof.
e. Shopping Ads. Shopping Ads allow you to promote your products across Google and Bing properties. You can choose a campaign with Google or Bing or both. Use of Shopping Ads is subject to the Google Merchant Center Terms of Service at https://support.google.com/merchants and the Microsoft Advertising Product Ads Policies at https://about.ads.microsoft.com/en-us/policies/product-ads-policies (the “Google Merchant Center Terms”), including, without limitation, with respect to disclosure of third-party content, the license of trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers to Google in connection with the Merchant Center and Google’s Merchant Center Guidelines. You further agree to receive emails,calls and other communications from Google in connection with Shopping Ads and authorize and agree that Smashel Digital Marketing shall, and you will assist as reasonably necessary and requested, in connection with the Shopping Ads to: (i) extract product information from your website using certain software tools and systems, (ii) optimize and alter in certain respects such product information prior to submitting it to Google in order to serve the Shopping Ads, (iii) create and/or manage a Google Merchant Center account and Shopping Ads campaign on your behalf, and (iv) optimize the Shopping Ads campaign. To run Shopping Ads, you must also install and use Google Analytics or Google’s conversion tracking tag to report on revenue generated by the Shopping Ads campaign and share such information with Smashel Digital Marketing and Google (the “Microsoft Advertising Product Ads Policies”), including, without limitation, with respect to the disclosure of third-party content, the license of trademarks, service marks, trade names, proprietary logos, domain names, and any other source or business identifiers to Microsoft in connection with the Merchant Center and Microsoft’s Merchant Center Guidelines. You further agree to receive emails, calls, and other communications from Microsoft in connection with Shopping Ads and authorize and agree that Smashel Digital Marketing shall, and you will assist as reasonably necessary and requested, in connection with the Shopping Ads to: (i) extract product information from your website using certain software tools and systems, (ii) optimize and alter in certain respects such product information prior to submitting it to Microsoft in order to serve the Shopping Ads, (iii) create and/or manage a Microsoft Merchant Center account and Shopping Ads campaign on your behalf, and (iv) optimize the Shopping Ads campaign. To run Shopping Ads, you must also install and use Microsoft Azure Analytics or Microsoft’s conversion tracking tag to report on revenue generated by the Shopping Ads campaign and share such information with Smashel Digital Marketing and Microsoft.
f. Google Local Services Ads. With Google Local Service Ads your ads appear at the top of Google’s search results to customers in your service area. Google Local Service Ads are pay-per-lead ads which means you only pay if a customer calls or messages you directly through the ad and not just for a customer clicking the ad. Smashel Digital Marketing’s Google Local Services Ad program (the “Program”) includes the following features: a) Leads for Google Local Services from users of Google Assistant, at no charge, solely on as-provided basis by Google; b) Call Tracking Number and recording of all Google initiated phone calls; and c) Smashel Digital Marketing optimization technology and Campaign management.
Additional Google Terms. Use of Google Local Services Ads is subject to the Google Local Services Onboarding Terms as available from time to time at https://www.google.com/ads/localservices/TC-Onboarding-US-2019-08.html.Your access is standard access which means you may only interact with Google to (i) dispute an ad (ii) mark as booked or completed or (iii) pause a campaign. You may NOT create Google campaigns under Smashel Digital Marketing’s Master Account and use Smashel Digital Marketing billing information as Google requires that only Smashel Digital Marketing set up campaigns on our client’s behalf. You will be responsible to repay Smashel Digital Marketing any fees incurred for any unauthorized campaign you place with Google.
g. Duration. Upon receipt of your signed Order Form, Smashel Digital Marketing will initiate the process of setting up your campaign. The duration of the campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as provided in the Marketing Services Terms. The “Actual Start Date” refers to the actual commencement date of a campaign. You acknowledge that Smashel Digital Marketing may take up to ten (10) business days or longer to review and prepare the campaign (or longer, if Smashel Digital Marketing has been asked to provide creative services or if Smashel Digital Marketing experiences technical difficulties with your campaign) and may require further input from you before distributing your campaign to the Publishers. The Publishers may then take additional time to initiate the campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the Order Form. The “Actual End Date” of a campaign will be the day when 98% or more of the Campaign Budget (as defined below) for the last Campaign Cycle has been exhausted. You acknowledge that it may take more or less time to exhaust the Campaign Budget due to, among other things, the scheduling and inventory constraints of the Publishers.
h. Campaign Cycles. Each Campaign Period consists of Campaign Cycles. For Media Products, each “Campaign Cycle” is the period of time from Smashel Digital Marketing’s commencement of applying the Campaign Budget until such time as no less than 98% of the Campaign Budget has been utilized. While, on average, this is approximately a 30-day period, Smashel Digital Marketing makes no guarantees with respect to the time it takes to utilize the Campaign Budget. You acknowledge that all statistics provided by Smashel Digital Marketing evidencing such utilization shall be conclusive and binding for all purposes of the Agreement.
2. Fees.
a. Description of Fees:
You agree to pay the following, in the amounts set forth on the Order Form:
i. Campaign Budget refers to the recurring amounts payable to Smashel Digital Marketing for the Media Products for each Campaign Cycle. Your Campaign Budget is used to, among other things, purchase clicks, impressions, listings, and/or other media, license our platform, manage and optimize your campaign, track and record your phone calls, track and report the performance of your campaign, and provide customer service.
ii. Cycle Payment refers to the aggregate recurring fees for each Campaign Cycle, as specified in the Order Form, such as the Campaign Budget and any Service Fees.
iii. Campaign Set-Up Fee refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set up, keyword generation, proxy creation, phone tracking set-up, creative services, and other similar set-up requirements. With respect to Search Marketing, the Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.
b. Timing of Payment.
Prior to the initial Campaign Cycle, you shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. You shall also remit the Cycle Payment in advance of each subsequent Campaign Cycle. In order to avoid any pauses in the campaign, Smashel Digital Marketing may charge the Client Card or cause payment to be made through ACH for the upcoming Campaign Cycle when 75% of the Campaign Budget for the current Campaign Cycle has been exhausted. You understand and acknowledge that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of your contractual obligations, your campaign may be paused or terminated if timely payment is not made.
3. Advertising Content/Keywords.
a. Ad Content. You will deliver all content required for any Ad to Smashel Digital Marketing. If such content does not conform to Smashel Digital Marketing's or any Publisher’s specifications, then Smashel Digital Marketing or the Publisher may, in its sole discretion, reject such Ad or modify it to meet Publisher or other technical requirements or to address campaign performance issues. If an Ad is rejected, Smashel Digital Marketing will ask you to provide another Ad. If Smashel Digital Marketing is unable to procure an Ad that satisfies the necessary requirement, Smashel Digital Marketing will then refund to you any applicable amounts paid in advance. You acknowledge that you may be limited in your ability to make further modifications to your Ads after they have been delivered to Smashel Digital Marketing. The acceptance of an Ad does not constitute approval or endorsement of the Ad by Smashel Digital Marketing or by any Publisher.
b. Keywords. With respect to Search Marketing, Smashel Digital Marketing shall have discretion to select the individual words or phrases (“Keywords”) to be used in connection with the campaign. You may also request the use of certain Keywords. While Smashel Digital Marketing will use reasonable efforts to use these Keywords, Smashel Digital Marketing makes no guarantees that all such Keywords will be used. To the extent that Smashel Digital Marketing uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to you. To the extent that you elect to use Keywords that include the names of your competitors or trademarked terms (“Competitor Keywords”), you do so at your own risk and acknowledge and agree that you bear all liability associated with such action. Without limiting the foregoing, you further acknowledge that Smashel Digital Marketing may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so. In addition, if you or your business is regulated by any professional, governmental, or other regulatory rules or guidelines restricting your use of advertising, it is your sole responsibility to notify Smashel Digital Marketing and ensure compliance
4. Privacy Considerations.
You acknowledge that you are responsible for ensuring that your privacy policy permits Smashel Digital Marketing to provide the services contemplated by these Media Product Terms.
