Terms of Service

01Acceptance of these Terms

By accessing or using the website located at the domain operated by Smith Sales Solutions LLC (“Company,” “we,” “us,” or “our”), or by purchasing, receiving, or using any of our services, you (“you,” “Client,” or “user”) agree to be bound by these Terms and by any policies referenced in them, including our Privacy Policy.

If you do not agree to these Terms, do not use the website or our services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” and “Client” refer to that entity.

02Definitions

• Services — the marketing, advertising, lead-generation, automation, and appointment-setting services we provide, as further described in Section 3 and in any Service Agreement.
• Service Agreement — a separate written proposal, statement of work, order form, or agreement between you and us that describes the specific services, fees, and terms for your engagement.
• Ad Spend — amounts paid to advertising platforms (such as Meta) to run advertisements, as distinct from our management or service fees.
• Client Contacts — the leads, prospects, customers, and other individuals whom we contact, message, or set appointments with on your behalf.
• Deliverables — the campaigns, creative, automations, configurations, reports, and other work product we provide to you under a Service Agreement.

03Our services

We provide marketing and sales-enablement services for businesses, which may include some or all of the following:

• Paid advertising strategy and management on Meta platforms (Facebook and Instagram) and other advertising channels;
• Lead generation and audience targeting;
• AI-assisted and automated appointment setting and lead follow-up, which may include SMS/text, email, web chat, and voice communications;
• CRM setup, automation, and workflow configuration; and
• Related consulting, reporting, and support.

The specific Services provided to you, along with their scope, fees, and timelines, are defined in your Service Agreement. If there is any conflict between these Terms and a signed Service Agreement, the Service Agreement controls for that engagement. We may modify, improve, or discontinue features of the Services from time to time.

04Eligibility & accounts

You must be at least 18 years old and able to form a legally binding contract to use our Services. To deliver the Services, you may need to grant us access to your accounts on third-party platforms (for example, your Meta Business account, ad accounts, CRM, or phone/SMS provider). You authorize us to access and manage those accounts as reasonably necessary to perform the Services, and you are responsible for keeping your own login credentials secure. You are responsible for all activity that occurs under accounts you control.

05Client responsibilities

To get results and stay compliant, you agree to:

• Provide accurate, complete, and timely information, assets, approvals, and access needed for the Services;
• Comply with all applicable laws and with the terms and advertising policies of the platforms we use on your behalf (including Meta’s policies);
• Ensure you have all necessary rights and consents for any content, offers, products, or contact lists you provide to us;
• Respond to, qualify, and close the leads and appointments generated for you — your own sales follow-through is essential to results; and
• Pay all fees and Ad Spend when due.

Delays or failures on your side (for example, slow approvals or inaccurate information) may affect timelines and results, and do not relieve you of your payment obligations.

06Fees, billing & ad spend

Fees. You agree to pay the fees stated in your Service Agreement. Recurring fees are billed in advance of each service period and are due on receipt unless your Service Agreement states otherwise.

Ad Spend is separate. Advertising Ad Spend is paid to the advertising platforms and is separate from our service or management fees. Depending on your setup, you may pay Ad Spend directly to the platform or through us. Ad Spend is non-refundable and is set by the platforms, not by us.

Late payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). We may pause, suspend, or stop Services if payment is past due, and we are not responsible for lost results, paused campaigns, or missed follow-up caused by non-payment.

Chargebacks. Initiating a chargeback or payment dispute for validly incurred fees is a breach of these Terms. You agree to contact us first to resolve any billing concern.

Refunds. Except as expressly stated in a signed Service Agreement or required by law, fees for Services rendered are non-refundable, because the Services are performed and value delivered over time.

Taxes. Fees are exclusive of taxes. You are responsible for any applicable sales, use, or similar taxes, other than taxes on our net income.

07Term, renewal & cancellation

The term of your engagement, including any minimum commitment, renewal, and notice period for cancellation, is set out in your Service Agreement. If your Service Agreement does not specify a term, the engagement is month-to-month and either party may cancel with at least fifteen (15) days’ written notice before the next billing period.

On termination, you remain responsible for fees and Ad Spend incurred through the effective date of termination, and we will provide reasonable assistance to transition or export your accounts as described in your Service Agreement. We may retain copies of materials as required for legal, tax, or backup purposes.

08AI & automated communications

Part of our Services may involve AI-assisted and automated systems that contact your leads and customers on your behalf — by SMS/text, email, web chat, and/or voice — to respond to inquiries, qualify prospects, and book appointments.

Your consent obligations. You are solely responsible for ensuring that you have obtained all legally required consents and permissions to contact your Client Contacts, and for the lawfulness of your contact lists and the messages sent to your audience. This includes, without limitation, compliance with the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the CAN-SPAM Act, applicable state telemarketing and messaging laws, Do-Not-Call requirements, carrier and A2P 10DLC messaging registration and policies, and platform rules. You represent that each Client Contact we message on your behalf has provided any consent required by law.

Opt-outs and disclosure. We will implement commercially reasonable opt-out handling (such as “STOP” to unsubscribe) and, where appropriate, disclosure that a message is automated, with a path to reach a human. You are responsible for honoring opt-out and do-not-contact requests across your systems.

Nature of AI. Automated and AI-generated communications may occasionally be inaccurate, incomplete, or produce unexpected output. We do not warrant that automated communications will be error-free, and you should not rely on them as professional, legal, medical, or financial advice. You are responsible for reviewing and supervising communications sent on your behalf.

You acknowledge that liability arising from your contact lists, your consents, and the products or services you offer to your Client Contacts rests with you, and you agree to the indemnification in Section 19.

09No guarantee of results

Marketing and sales outcomes depend on many factors outside our control — including your offer, pricing, market conditions, competition, your sales follow-through, platform algorithms, and platform policy changes. Except where a specific, written guarantee is expressly stated in a signed Service Agreement, we do not guarantee any particular result, including any specific number of leads, appointments, bookings, sales, revenue, return on ad spend, cost per lead, conversion rate, or ranking.

Any examples, case studies, testimonials, figures, or past results shown on our website or in our materials are illustrative and are not a promise or prediction of the results you will achieve. Your results will vary.

10Third-party platforms

The Services rely on third-party platforms and providers, including advertising platforms (such as Meta and Google), CRM and automation software, telephony and SMS providers, and payment processors. We do not control these platforms and are not responsible for their availability, performance, pricing, policy changes, data practices, or decisions to suspend, restrict, or ban accounts. Your use of third-party platforms is subject to their own terms and policies. If a platform changes its rules, pricing, or access in a way that affects the Services, we will use reasonable efforts to adapt, but we are not liable for the resulting impact.

11Intellectual property

Our property. We retain all rights, title, and interest in and to our website, our systems, software, workflows, prompts, automations, templates, frameworks, methodologies, know-how, and any pre-existing or independently developed materials, including improvements to them. Nothing in these Terms transfers ownership of our intellectual property to you.

Your license to Deliverables. Upon full payment, we grant you a non-exclusive, non-transferable license to use the Deliverables we create specifically for you, solely for your own internal business purposes. You may not resell, sublicense, or redistribute our systems, templates, or methodologies without our written consent.

Feedback. If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use it to improve our Services.

12Client content & license to us

You retain ownership of the brand assets, content, and data you provide to us (“Client Content”) and of your own customer data. You grant us a non-exclusive, worldwide, royalty-free license to use, host, reproduce, modify, and display Client Content solely as needed to provide the Services (for example, to build ads, run campaigns, and configure automations) during the term of your engagement.

You represent and warrant that you own or have the necessary rights to the Client Content and that our use of it as directed by you will not infringe or violate the rights of any third party or any law.

13Testimonials & results

Unless you tell us otherwise in writing, you agree that we may identify you as a client and may display your name, logo, testimonials, reviews, and non-confidential results in our marketing and portfolio. Any testimonials or reviews we display were provided voluntarily and reflect the individual’s experience; they are not a guarantee of results (see Section 9). You may request removal of your name, logo, or testimonial from our marketing materials at any time by contacting us, and we will comply within a reasonable time on a going-forward basis.

14Confidentiality

Each party may receive confidential information from the other. Each party agrees to protect the other’s confidential information with reasonable care, to use it only to perform or receive the Services, and not to disclose it to third parties except to service providers who are bound by similar obligations. Confidential information does not include information that is public, independently developed, or lawfully received from another source. These obligations survive termination.

15Data & privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. In providing the Services, we may process data on your behalf, including Client Contact information. You are responsible for having a lawful basis to collect and share that data with us and for maintaining your own privacy notices with your Client Contacts. Each party agrees to use commercially reasonable measures to protect personal information in its control.

16Acceptable use

You agree not to use our website or Services to:

• Violate any law or the rights of others, including intellectual-property, privacy, or consumer-protection rights;
• Send unlawful, deceptive, misleading, harassing, or unsolicited communications;
• Promote products or services that are illegal or that violate the policies of the platforms we use (for example, certain restricted or prohibited advertising categories);
• Introduce malware, attempt to gain unauthorized access to our systems, scrape or copy the website, or interfere with its operation; or
• Misrepresent your identity, your business, or your offers.

We may refuse, suspend, or terminate Services for any use that violates this Section or that we reasonably believe exposes us or others to legal or reputational risk.

17Disclaimer of warranties

To the fullest extent permitted by law, the website, content, and Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the website or Services will be uninterrupted, error-free, secure, or that they will produce any particular result. Any advice or information you obtain from us does not create any warranty not expressly stated in these Terms.

18Limitation of liability

To the fullest extent permitted by law, in no event will Smith Sales Solutions LLC or its owners, members, employees, or contractors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost business, or loss of goodwill, arising out of or related to the website or Services, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or related to the website, the Services, or these Terms will not exceed the total amount of service fees (excluding Ad Spend) you paid to us in the three (3) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

19Indemnification

You agree to defend, indemnify, and hold harmless Smith Sales Solutions LLC and its owners, members, employees, and contractors from and against any claims, demands, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Client Content, offers, products, or services you provide or promote; (b) your Client Contacts, contact lists, or your failure to obtain required consents for communications sent on your behalf, including under the TCPA, TSR, CAN-SPAM, and applicable state laws; (c) your breach of these Terms or any Service Agreement; (d) your violation of any law or of any platform’s policies; or (e) your negligence or willful misconduct. We will notify you of any such claim and may participate in the defense with our own counsel at our expense.

20Governing law & disputes

These Terms are governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. Before filing any formal claim, the parties agree to first attempt in good faith to resolve the dispute informally by contacting each other and negotiating for at least thirty (30) days. If the dispute is not resolved, the parties agree that the exclusive venue for any action arising out of or relating to these Terms or the Services will be the state or federal courts located in Lake County, Indiana, and each party consents to the personal jurisdiction of those courts.

Each party waives any right to a jury trial to the extent permitted by law. Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.

21Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date at the top of this page. Material changes take effect when posted, and your continued use of the website or Services after that date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, stop using the website and Services.

22General

Entire agreement. These Terms, together with your Service Agreement and our Privacy Policy, are the entire agreement between you and us regarding the website and Services and supersede any prior understandings.

Severability. If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Independent contractor. We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship beyond the Services described.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, outages, platform failures, labor issues, or governmental action.

Notices. Legal notices to us should be sent to the contact details below. We may provide notices to you by email or through the website.

23Contact us

Questions about these Terms or our Services can be directed to:

Smith Sales Solutions LLC
6106 Oak Valley Drive
Lowell, Indiana 46356

Phone: +1 219-327-1859
Email: [email protected]