Websites Product Terms

Last updated on December 1, 2023

IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “WEBSITE TERMS”) PERTAINING TO SMASHEL DIGITAL MARKETING’S CUSTOMIZED WEBSITES WITH LEAD CONVERSION SOFTWARE. THESE PRODUCT TERMS ARE REFERRED TO IN THE SMASHEL DIGITAL MARKETING ONLINE MARKETING SERVICES TERMS AND CONDITIONS (THE “MARKETING SERVICES TERMS”) AND ARE INCORPORATED THEREIN.

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

IN THE EVENT OF A CONFLICT BETWEEN THESE WEBSITE TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THESE WEBSITE TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED, UNLESS SUCH CHANGES ARE MATERIAL IN WHICH CASE SUCH CHANGES SHALL NOT TAKE EFFECT UNTIL THE NEXT TIME YOU SIGN AN ORDER FORM WHICH INCLUDES WEBSITE.

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

1. Features.

Smashel Digital Marketing websites are customized websites. You will be able to choose from a range of designs for your website, which will include:

• Up to 15 pages of original, web-optimized copy, as needed
• Up to 15 pages of content migrated from your current site (if applicable)
• 12 – 15 licensed graphic images, as needed
• Responsive design to automatically make your site compatible for display on mobile devices
• Standard set of search engine optimization practices implemented with initial setup, including, but not limited to, certain tags, meta descriptions and titles, page-speed optimization, image compression, and checks against redirect loops, broken links and/or duplicate content
• Native incorporation of Smashel Digital Marketing’s Tracking Services

• In addition, subject to your election, you shall receive the following reoccurring services (the “Managed Services”):
• 1 hour per month of website services such as website information updates, posting new Client Content or adding additional functionality (if you request services beyond your included monthly service time or non-standard functions, you will be quoted an additional fee at our then prevailing hourly rate)
• Premium website hosting, including security and software updates, site performance management, and an SSL (DV) certificate
• Access to your website’s content management system, which allows you to upload content and make certain adjustments and revisions to your website (substantial and/or core revisions must be performed by the Smashel Digital Marketing support team and may require additional Fees)
• Lead conversion software, a mobile app, and enhanced Tracking Services, which will allow you to get the most out of your website. Please see the Client Center product terms for information on the terms governing the lead conversion software.
• Updates to your website, such as adjustments to font, color, scheme, layout, forms, plugins, and functionality, in order to attempt to optimize loading speeds and customer conversion

2. Website Logistics.

• Setup. Immediately upon sign-up for a new website, we will begin writing custom content for your website based on your business, products/services, and goals for the website (the “Custom Content”), and designing your website based on the theme you select. We will schedule a consultation with one of our service professionals to take place within one to two weeks to review the completed website. We will also send you multiple communications regarding the creation and set-up of your website, including a link to your completed website for review, and we ask that you provide any feedback or revisions within the requested timeframes. However, if you are unable to review the materials or the completed website within the requested timeframes, we will launch your website so you can enjoy its benefits immediately, and any revisions can be made later after your review.

• Registration Information. During the set-up process, you will provide Smashel Digital Marketing with various information required to create your website. You acknowledge and agree to provide true, accurate, current, and complete information about your business and agree to promptly update the information if any of it changes. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Smashel Digital Marketing has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Smashel Digital Marketing may suspend your website and/or Smashel Digital Marketing may terminate its obligations hereunder.

• Domains. If requested, Smashel Digital Marketing will facilitate the purchase of an internet domain name for your website, subject to availability and your payment of any applicable registration fees. Premium or specialty domains are subject to additional charges. If your website uses a domain you provide, you will be solely responsible for maintaining your internet domain name, including all renewals and paying all applicable registration and maintenance fees. In addition, you represent and warrant that you own all rights to such domain name or, alternatively, that you have the right to use the domain name in connection with your website.

• 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 on the Smashel Digital Marketing Properties or third-party sites even after Smashel Digital Marketing is no longer providing Marketing Services to you. Such Local Profiles may also utilize the Tracking Services.

• Optimization. From time to time, Smashel Digital Marketing may make certain updates to your website, including, without limitation, adjustments to font, color, scheme, layout, forms, plugins, and functionality, in order to attempt to optimize loading speeds and customer conversion, and you hereby consent to such updates.

• Smashel Digital Marketing Attribution. Smashel Digital Marketing may include its name and/or logo, along with a hyperlink to a Smashel Digital Marketing website, on one or more of your website pages.

3. Fees.

• Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form:

i. Website Fees refer to the fees, payable in a single lump sum or series of installment payments, payable for the license to your website as further set forth in Section 8. If paying in installments, each 30-day period from the date of your Order Form shall be considered a “Cycle”. If you licensed your website under the previous applicable product terms (set forth here), once upgraded your Website Fees shall consist of 12 consecutive Cycle payments at the price set forth in your Order Form from the date your website was rebuilt and launched with the features set forth in Section 1. 

ii. Managed Services Fees refer to per-Cycle fees for ongoing Managed Services. Each Cycle of Managed Services consists of 30 days.

iii. Set-Up Fees refer to one-time fees for the set-up of websites that require the migration of a significant amount of pages, content, or other applications or functions. Any applicable website Set-Up Fees will be set forth on your Order Form.

iv. Other Fees refer to any other fees for additional services that you request, such as for providing additional content or functionality.

• Timing of Payment. Prior to your initial set-up consultation, you will pay the applicable Fees (whether lump sum or the first installment), and any Set-Up Fee, Management Fee, or Other Fees, if applicable. Management Fees and any remaining Website Fees payable in installments, if applicable, must be remitted in advance of the beginning of each subsequent Cycle. You understand and acknowledge that all amounts owed must be paid in advance of each Cycle and that, in addition to being in breach of your contractual obligations, your website and/or lead conversion software may become inaccessible if timely payment is not made.

• Manner of Payment. Managed Services Fees and Website Fees payable in installments may only be paid by credit card.

4. Term/Termination.

Your website service will begin upon Smashel Digital Marketing’s acceptance of your Order Form and payment of applicable Website Fees, Managed Services Fees, Set-Up Fees, and Other Fees set forth therein, and shall continue until canceled in accordance with the Marketing Service Terms.

5. Smashel Digital Marketing Acceptable Use Policy.

In order to foster a positive and safe community experience, your use of your website must comply with the Smashel Digital Marketing Acceptable Use Policy. Failure to do so may result in the suspension of your account, website, and/or lead conversion software and, in some cases, termination.

6. Privacy Matters.

• Privacy Policy. Each website must have a privacy policy that complies with applicable legal requirements. You may provide your own privacy policy or we will provide a template privacy policy based on information that you provide to us. The privacy policy template provided by us will accurately explain the privacy implications of your Smashel Digital Marketing Services and assumes, among other things:

i. You will not trade, rent, or sell users’ personal information.

ii. You will not share users’ personal information with third parties for marketing and promotional purposes.

iii. You will allow users to opt-out of receiving marketing and promotional communications from you by email, phone, and/or automated unsubscribe technology.

iv. Upon request, you will provide users information regarding what data you have about them, change/correct data about them, and/or delete data about them.

v. You will not knowingly collect or use any personal information from children under the age of 13.

vi. You will take reasonable physical, electronic, and procedural safeguards to protect users’ personal information.

vii. In addition, the privacy policy must disclose all of the privacy implications of your site (including your use of data collected from the site). Accordingly, if you elect to use the Smashel Digital Marketing template, you must carefully review the standard privacy policy Smashel Digital Marketing provides you and confirm it is accurate and adequate for your specific intentions and uses. In particular, but without limitation, the standard privacy policy does not include an exhaustive list of elements that may be required by law or by service provider guidelines (by way of example only, the standard privacy policy does not contain elements that may be required regarding certain health care or financial information). The privacy policy template should NOT be construed as legal advice or used as a substitute for seeking professional legal advice. The drafters and providers of the template are not responsible for the use of the template or any information or absence of information in the template. Accordingly, you acknowledge and agree that you are solely responsible for ensuring that your privacy policy is adequate for your unique needs and that failure to do so may expose you and Smashel Digital Marketing to liability which you shall fully indemnify.

• Access to Information. You understand and acknowledge that Smashel Digital Marketing may, for purposes of quality assurance and campaign assessment, access the information that you store in, and messages that you send using, your website and/or lead conversion software. It is your obligation to advise Smashel Digital Marketing if you want such access to be limited and to determine whether your use of your website and the lead conversion software is in compliance with any privacy practices to which your business may be subject (such as the Health Insurance Portability and Accountability Act and other similar laws).

• Disclosure of Information. In addition, you understand and acknowledge that we may disclose such of your information, including your contact and account information, to courts, law enforcement authorities, and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action, or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law.
  

7. Legal Requirements.
You acknowledge and agree that you are solely responsible for providing any disclaimers, notices, or other content that you may be required to include on your website due to legal, licensing, or other requirements specific to your profession, business, location, or any other requirements. Similarly, if you are prohibited from making certain statements on your website due to legal, licensing, or other requirements, it is your sole responsibility to inform Smashel Digital Marketing of such limitations and confirm your website is in compliance in connection with each required approval. For example, if you are a lawyer and your provincial bar rules require you to include certain disclaimers on advertising materials, it is your responsibility to provide such disclaimers.

8. Licenses.

• Website Licenses. The following sets forth your rights in your website:

i. Perpetual Website License. Following your payment in full of the Website Fees, whether in a lump sum or over installments (the payment of at least 12 installment payments of Website Fees), and any applicable Set-Up Fees and Other Fees, Smashel Digital Marketing hereby grants you a perpetual, irrevocable, non-transferable, non-assignable license to your website, including the right to copy, modify, create derivative works based on the Smashel Digital Marketing Materials (as defined below) included in your website and use and publicly display the Custom Content in conjunction with advertising and promotional projects, entertainment applications, or prints, posters, or other promotional purposes, but not for resale, license, or other distribution (the “Perpetual Website License”).

ii. Limited Website License. If paying your Website Fees in installments (having paid less than 12 such installments), subject to your continued payment of such Website Fees and compliance with this Agreement, Smashel Digital Marketing hereby grants you a limited, revocable, non-transferable, non-assignable, and non-exclusive license to your website (the “Limited Website License”). This Limited Website License does not permit you, and you agree not to, store, copy, reproduce, republish, modify, upload, post, translate, distribute, transfer, transmit, display, or otherwise distribute in any way the Smashel Digital Marketing Materials, except as specifically permitted in these Website Terms. If you fail to pay your Website Fees when due, Smashel Digital Marketing shall immediately revoke your Limited Website License, make your website inaccessible (subject to the transition assistance described below) and you will no longer have any rights to your website, the lead conversion software, or the Smashel Digital Marketing Materials.

iii. Limitations. Notwithstanding any provision of the Perpetual Website License or the Limited Website License to the contrary, you may not directly or indirectly, for yourself or affiliates or third parties: (1) scrape, decompile, reverse engineer, reverse assemble, decipher, or otherwise attempt to discover any programming code or any source code used in or with the Smashel Digital Marketing Materials; (2) sell, rent, lease, loan, assign, sublicense, grant a security interest in, or otherwise attempt to transfer any right in the Smashel Digital Marketing Materials; (3) produce, license, assign, sell or distribute additional websites based on Smashel Digital Marketing Materials; or (4) produce, license, assign, sell, or distribute or in any manner commercially exploit Smashel Digital Marketing Materials, or derivative works based on Smashel Digital Marketing Materials, for resale, separate and apart from your products or services, or in any manner which competes with the Services. Smashel Digital Marketing reserves all rights not expressly granted in this Agreement.

• Licensed Images. Notwithstanding the foregoing or anything herein to the contrary, with respect to licensed graphics images included in your website (“Licensed Images”), you may not (i) make the Licensed Images available (separate from the end product into which it is incorporated) in any medium accessible by persons other than your authorized representatives; (ii) sell, license, or distribute the Licensed Images in a way that is specifically intended to authorize a third party to download, extract, or access the Licensed Images as a standalone file, such as for a screensaver; (iii) include the Licensed Images in an electronic template intended to be reproduced by third parties on electronic or printed products; (iv) use or display the Licensed Images so as to induce or involve the sale, license, or other distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, wallpaper for mobile telephones, and other items (e.g., “on demand” meaning as is currently offered on cafepress.com where imagery can be selected by end users for use in customizable merchandise); (v) incorporate a Licensed Image into any logo, trademark, or service mark; (vi) broadcast a Licensed Image in film or video or include a Licensed Image in any retail product or product packaging; or (vii) in any way assign, sublicense, or transfer any rights in the Licensed Images, which are granted pursuant to the Perpetual Website License or Limited Website License solely to you, to any other party. Particular Licensed Images may be subject to additional restrictions or requirements, including disclaimers or attribution, or may require additional cost for sensitive uses that cast subjects in an unflattering manner (e.g., models in the context of medical, financial, or other hardships) that will be communicated to you by Smashel Digital Marketing. You further acknowledge and agree that your rights in any Licensed Image are revocable, and Smashel Digital Marketing may withdraw such license(s) to any particular Licensed Image at any time, provided further, that so long as you continue to receive Managed Services, Smashel Digital Marketing shall endeavor to replace any Licensed Image with a similar Licensed Image at no additional cost.

• Platform License. For so long as you continue to receive Managed Services in connection with your website, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access Smashel Digital Marketing’s content management system that allows you to upload content and make limited adjustments and revisions to your website. Without limiting any other disclaimers contained in the Agreement, Smashel Digital Marketing will in no way be responsible for any errors, defects, or downtime caused by your use of the content management system. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the content management system to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact Smashel Digital Marketing. Smashel Digital Marketing is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title, or interest in the content management system, software, data, applications, methods of doing business, or any elements thereof, or, until your payment in full of any Website Fees, any content provided therein (including any templates provided). You may only access the content management system via a Web browser, a mobile application, or in a manner otherwise approved by Smashel Digital Marketing. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the content management system. Smashel Digital Marketing may terminate the foregoing license, at any time and for any reason.

• Proprietary System and File Usage Restriction. In addition to the terms outlined in the "Platform License," it is important to note that the content management system provided by Smashel Digital Marketing is a proprietary system developed by Smashel Digital Marketing. As such, clients acknowledge and agree to the following specific conditions regarding the use of website files within this system:

1. Exclusive Compatibility: The website files and content created or managed within the Smashel Digital Marketing content management system are designed for exclusive compatibility with our system. They are tailored to operate optimally within the unique framework and features of the Smashel Digital Marketing content management system.
2. Restriction on Transfer and Hosting: Clients understand and agree that any website files, data, or content developed or managed within the Smashel Digital Marketing content management system cannot be transferred to, hosted on, or otherwise utilized in conjunction with any other content management systems or web hosting platforms. This restriction is integral to maintaining the integrity and functionality of the proprietary systems and services offered by Smashel Digital Marketing.
3. Acknowledgment of Proprietary Rights: Clients recognize that the Smashel Digital Marketing content management system, including its software, algorithms, interfaces, and data structures, is a proprietary product of Smashel Digital Marketing. Any attempt to reverse-engineer, replicate, or modify the system for use outside its intended environment is strictly prohibited.
4. Termination of Access: In alignment with the rights reserved in the "Platform License," Smashel Digital Marketing reserves the right to terminate access to the content management system and associated files at any time and for any reason, particularly in cases of misuse or breach of these terms. By using the Smashel Digital Marketing content management system, clients affirm their understanding and acceptance of these conditions, ensuring a mutual respect for the proprietary technologies and intellectual property of Smashel Digital Marketing.

9. Smashel Digital Marketing Materials.

• Ownership. Other than any Client Content (as described below), (i) all material and services comprising your website, including, but not limited to, the design of and “look and feel,” layout, email templates, photographs, graphics, companies logo's, logo's created by Smashel Digital Marketing for Client and Client Content, images, text, audio, video, messages, interactive and instant messaging, design and functions, software, software documentation, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Smashel Digital Marketing Materials”), and (ii) all of Smashel Digital Marketing’s trademarks, logos, and brand elements (“Smashel Digital Marketing Marks”), are owned by Smashel Digital Marketing or other parties that have licensed their material or provided services to Smashel Digital Marketing, and are protected by copyright, trademark, trade secret, and other intellectual property laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in any Smashel Digital Marketing Materials or Smashel Digital Marketing Marks.

• Infringing Content. Smashel Digital Marketing will promptly notify you if the use of any Smashel Digital Marketing Materials infringes or could infringe the intellectual property rights of any third party. In such an event, Smashel Digital Marketing will remove such Smashel Digital Marketing Materials from your website and will use commercially reasonable efforts to provide replacement content. You agree not to use any such Smashel Digital Marketing Materials after notice of such infringement or potential infringement.

10. Your Content and Data.

• Content. As between you and Smashel Digital Marketing, you own all of the content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips, and other information, that you provide to Smashel Digital Marketing for inclusion in your website or that you directly (or indirectly via website visitors) add, post, or share via your website (referred to as “Client Content”). You hereby grant Smashel Digital Marketing and its affiliates a perpetual, irrevocable license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of, and otherwise exploit your Client Content in connection with your Smashel Digital Marketing website. Smashel Digital Marketing may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote Smashel Digital Marketing’s website offering and may list and otherwise refer to you and your business as users of the service. Smashel Digital Marketing’s license to your Client Content is non-exclusive, meaning you may use your Client Content for your own purposes or let others use your Client Content for their purposes. Smashel Digital Marketing’s license to your Client Content is fully paid and royalty-free, meaning Smashel Digital Marketing does not owe you or any third party anything else in connection with Smashel Digital Marketing’s use of the Client Content. Smashel Digital Marketing may exercise its rights anywhere in the world.

• Representations. You are legally responsible for your Client Content and Smashel Digital Marketing is in no way responsible for it. You represent and warrant that:

i. You own all rights to Client Content or, alternatively, you have the unrestricted right to give Smashel Digital Marketing the rights described above, including the right to display the Client Content on your website;

ii. You have paid and will pay in full any fees or other payments that may be related to the use of the Client Content; and

iii. The Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights, or other legal rights of any third party.

• Other. Smashel Digital Marketing may, but has no obligation to, monitor the Client Content or Customer Data on your website or stored in the content management system. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Smashel Digital Marketing or its customers, or operate the Marketing Services properly. Smashel Digital Marketing, in its sole discretion, may refuse to post, remove, or require you to remove, any Client Content or Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Smashel Digital Marketing may, in its discretion, also require you to place all or any portion of the Client Content behind password protection. If Smashel Digital Marketing has requested Client Content be placed or has placed Client Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If Smashel Digital Marketing requests that you place any Client Content behind password protection and you fail to do so promptly, Smashel Digital Marketing may place such Client Content behind password protection itself, or immediately terminate this Agreement.

11. Third-Party Sites.

Depending on the services you purchase and your individual circumstances, you may give Smashel Digital Marketing access, including by providing login and password information, to certain third-party accounts and services such as Google My Business, directories, and Google Analytics, to allow Smashel Digital Marketing to use and/or modify those sites on your behalf. When you give Smashel Digital Marketing access to a third-party site, or request that Smashel Digital Marketing establishes an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information, and passwords and that you have all the necessary contractual and legal rights to give Smashel Digital Marketing such access, login information, and passwords. In addition, you are authorizing Smashel Digital Marketing to use the functionality of such third-party site on your behalf, in any manner Smashel Digital Marketing sees fit. Smashel Digital Marketing will take actions such as registering you with such third-party site and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove. For example, even if your information is removed from or updated on a third-party site, it may persist on other websites (including other websites) or may be cached in search engine indexes.

12. Transition Assistance.

Unless your website service is terminated because of your breach of this Agreement, upon termination of your Website Managed Services, and for a period of 30 days thereafter (the “Transition Period”), Smashel Digital Marketing will use commercially reasonable efforts to provide you transition assistance, including:

• Transferring ownership of any domain that Smashel Digital Marketing may have obtained on your behalf;

• Working with you to enable you to have continued access to your presence on third-party sites (for example, by providing you with instructions on how to transfer the accounts; provided, Smashel Digital Marketing will not provide or transfer to you any Smashel Digital Marketing-hosted e-mail addresses or passwords)

• Providing a disk or other method to transfer you the Custom Content; and

• Providing such other assistance as Smashel Digital Marketing may choose to provide in Smashel Digital Marketing’s sole discretion.

• After the Transition Period, Smashel Digital Marketing will have no further obligation to provide you assistance, and Smashel Digital Marketing shall have the right, but not the obligation, to delete all of your Client Content. You acknowledge and agree, however, that Smashel Digital Marketing is under no obligation to remove any content that has been disseminated to third-party sites. After the Transition Period, Smashel Digital Marketing will not be able to transition your site back onto the content management system if you wish to do so in the future.

13. Communications.

In purchasing a website, you agree to receive communications from time to time from Smashel Digital Marketing via email or text message. You may stop receiving these alerts by modifying your notification settings from within your account in the content management system. You acknowledge and agree that we may send a response email or text message solely to confirm your change in settings.

14. Comments and Feedback.

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to Smashel Digital Marketing are not confidential and you hereby grant Smashel Digital Marketing a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

15. Special Terms for Lite Sites and Landing Pages.

A lite website (“Lite Site”) includes up to 5 pages of original and/or migrated content or the equivalent presented on a single scrolling page, up to 10 licensed graphic images, and includes Managed Services other than access to content management and premium hosting. A landing page (“Landing Page”) is a one-page, templated website to which consumers can be directed to as part of a campaign, including certain original, web-optimized content, 3 – 4 Licensed Images as needed and no Managed Services. You must provide your own domain for Landing Pages or may purchase one for additional cost. Notwithstanding any provision of these Website Terms to the contrary, with respect to Lite Sites and Landing Pages (i) Sections 1, 8(a)(i)-(ii), 8(c) and 12 of the Website Terms are not applicable; and (ii) upon execution of an Order Form and for so long as an Order Form is in effect that includes the Lite Site or Landing Page and your account is in good standing Smashel Digital Marketing hereby grants you, a limited, revocable (as set forth herein), non-transferable, non-assignable and non-exclusive license to your Lite Site(s) and/or Landing Page(s) solely on such sites, subject to the restrictions set forth in Section 8(a)(iii) and otherwise in these Website Terms, and provided further that such license does not permit you, and you agree not to, store, copy, reproduce, republish, modify, upload, post, translate, distribute, transfer, transmit, display or otherwise distribute in any way the Smashel Digital Marketing Materials, except as specifically permitted in these Website Terms. If you fail to pay applicable Fees when due, Smashel Digital Marketing may immediately revoke such license, make your Lite Site(s) and/or Landing Page(s) inaccessible and you will no longer have any rights to your Lite Site(s) and/or Landing Page(s), the lead conversion software or the Smashel Digital Marketing Materials. Further, with respect to Lite Sites, notwithstanding Section 2(a), Lite Sites include an automated set-up process where you will be required to complete all necessary fields and provide information on your business in order for your site to go live. Lite Site subscriptions are for a minimum term of 6 Cycles, with each Cycle consisting of 30 days, and automatically renew for additional 6-Cycle terms unless canceled in accordance with the Marketing Service Terms.

16. Indemnification.

In addition to the indemnification obligations set forth in the Marketing Services Terms, you agree to indemnify, defend, and hold harmless Smashel Digital Marketing and its third-party affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to: (a) any Client Content; (b) the Custom Content (except relating to copyright infringement), provided that it has been approved by you; and (c) violation of the terms and conditions of any third-party site by you or anyone using your account. Notwithstanding anything to the contrary contained in any other order, agreement, or addendum between the parties or their affiliates, the indemnity obligations in this Section 16 apply to all such orders, agreements, and addendums, and supersede and replace any other indemnity provisions whether applicable to Smashel Digital Marketing, its affiliates, or you.

IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, SMASHEL DIGITAL MARKETING (I) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF SMASHEL DIGITAL MARKETING (INCLUDING ANY REPORTING, ANALYTICS, AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR WEBSITE (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER); AND (II) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC KEYWORDS OR KEY PHRASES, NOR THE EFFECT OF THE REACHSEO SERVICES ON SEARCH ENGINE PLACEMENT GENERALLY.