Terms of Service

Terms Updated: April 1st 2026

1. Who we are and what these terms cover

These Terms of Service apply to services purchased from Smart Target Ventures LLC, an Idaho limited liability company doing business as Smart Target Digital (“we,” “us,” or “our”), and to agreed use of our website at https://www.smarttargetdigital.com/. “You” means the client or other person accepting these terms. A person accepting for a business represents that they are authorized to bind that business.

Our services may include SEO, AI search optimization, hosting, website design and maintenance, paid and streaming advertising, content, public relations, brand services, email marketing, consulting, and related work. Only services identified in an accepted proposal, service agreement, or order are included in your purchase. We refer to those documents collectively as your “Service Order” or “Order.”

2. Acceptance and order of precedence

By clicking through these terms and confirming your acceptance, or by signing a Service Order that incorporates them, you enter into an agreement with Smart Target Ventures LLC, doing business as Smart Target Digital, to provide the services described in that Service Order (“Services”). If you accept on behalf of a company or other organization, you represent that you have authority to bind that organization to the Agreement.

These Terms of Service, your Service Order (“Order”), and all terms, policies, exhibits, and addenda expressly incorporated by reference together form the “Agreement.” The Agreement constitutes the entire agreement between you and Smart Target Digital concerning the specified Services and supersedes prior proposals, agreements, negotiations, and written or oral communications concerning those same Services, except provisions expressly preserved in the Order. It does not eliminate payment obligations or other rights that accrued before it took effect. Terms for a particular service, product, or feature apply only if you purchase or use it under an Order. Merely visiting our website does not purchase Services or authorize charges.

2.1. Order of precedence

If provisions of the Agreement conflict, they control in this order: (1) the Order, including any amendment expressly agreed by both parties; (2) these Terms of Service; and (3) terms incorporated by reference into either document. Within these Terms of Service, provisions for a specific service control over general provisions.

Additional or conflicting terms in your purchase order, order confirmation, receipt, vendor registration portal, or other transactional document do not become part of the Agreement unless an authorized representative of Smart Target Digital expressly accepts those specific terms in writing. An administrative acknowledgment, invoice reference, processing of payment, or signature solely confirming receipt does not constitute acceptance of those additional terms.

2.2. Changes to the Agreement

We may update these Terms of Service and incorporated policies from time to time by posting the revised version at https://www.smarttargetdigital.com/terms-of-service/ and sending notice to the email address associated with your account. The notice will identify the changes and their proposed effective date. Updates will take effect no earlier than thirty (30) calendar days after both posting and direct notice, subject to the acceptance requirements below. Changes required by applicable law may take effect sooner to the extent necessary to comply with that law, with notice as soon as reasonably practicable. Updates apply prospectively.

For month-to-month Services, continued use after the stated effective date constitutes acceptance only to the extent permitted by applicable law and the previously accepted Agreement. Material changes, including changes to agreed fees, minimum commitments, liability limits, or dispute provisions, require your express written or electronic acceptance. Changes to an existing fixed-term Order also require both parties’ express agreement unless required by applicable law. Posting revised terms alone does not amend an existing Order.

If you do not agree to a proposed change, notify us in writing before its effective date. Cancellation and any existing minimum commitment remain governed by the previously accepted Agreement unless we agree otherwise in writing.

2.3. Eligibility and authority

The Services are intended only for persons who have reached the age of majority in their jurisdiction and have the legal capacity to enter into a binding agreement. Persons who do not meet these requirements may not purchase, access, or use the Services. Anyone accepting the Agreement on behalf of another person or organization must be authorized to do so.

3. Scope and additional work

Your Service Order identifies deliverables, service limits, reporting, revision rounds, milestones, fees, and any minimum commitment. Hosting does not automatically include website redesign, content changes, email hosting, domain registration, security remediation, or maintenance. Those services must be expressly included.

We will identify additional work and obtain written approval of its scope and price before charging for it. Advertising spend, publication and distribution charges, stock assets, premium software, and other third-party costs are separate unless your Service Order expressly includes them. We will obtain your approval before incurring separate third-party charges on your behalf.

4. Client responsibilities and approvals

You must provide accurate business information, authorized account access, required materials, and timely decisions. You are responsible for having the rights and permissions needed to use materials and data you provide, and for the accuracy and substantiation of your product, service, pricing, and promotional claims.

You must review work submitted for approval and identify factual errors or requested revisions. We will obtain approval before publishing new campaigns or materials unless the Service Order gives us ongoing publication authority. Silence alone is not approval. Client delays or unauthorized changes by others may require revised schedules, which we will communicate. Additional charges still require written approval.

You must use reasonable account security, grant only necessary access, and promptly report compromised credentials. You may not direct us to publish unlawful or misleading material, fabricated reviews, unauthorized copyrighted content, malware, or unsolicited communications that violate applicable law or provider rules.

5. SEO and marketing results

We will perform agreed services with reasonable care and skill. Search engines, AI answer systems, publishers, advertising platforms, competition, and customer behavior affect results. We do not guarantee a particular ranking, AI citation, indexing outcome, traffic level, lead volume, sale, revenue amount, or return on advertising spend. Past results and case studies are not promises of future performance.

Third-party publishers may change or remove content, links, or listings. Placement duration, replacement commitments, and any publication guarantees exist only if expressly stated in the Service Order. Advertising and sponsored placements must use appropriate disclosures and link treatment. We will not knowingly provide fabricated endorsements or undertake prohibited link manipulation. Results limitations do not excuse failure to deliver expressly agreed work.

6. Monthly SEO billing and setup

SEO services begin when we receive your first SEO payment and the one-time setup fee, which equals 25% of your monthly SEO service fee. Necessary access and materials remain required to carry out the work. Your scope and price are stated in your Service Order and invoices. Services are month-to-month unless your Service Order establishes a minimum term.

Recurring payments are due on the 1st of each month. If your initial payment is received on or before the 15th, the first recurring payment is due on the 1st of the following month. If received after the 15th, the first recurring payment is due on the 1st of the second following month. For example, a June 17 initial payment produces an August 1 recurring due date. The initial SEO payment covers the initial service period through the day before that first recurring due date.

7. SEO late payment and termination

All nonpayment deadlines are measured in calendar days after the original invoice due date.

At five days overdue, we may assess one late-payment charge per invoice for reasonable, documented additional administrative costs actually incurred because of the delay, including payment follow-up and account reconciliation. The charge is capped at 10% of unpaid service fees on that invoice, or any lower limit required by law.

At ten days overdue, SEO services will be paused.

At fifteen days overdue, SEO services will be terminated.

The late charge excludes routine billing expenses, costs included in service fees, and costs recovered through another charge. We will provide an itemized explanation when assessing it. It will not compound or itself incur another late fee. Suspension or termination does not eliminate outstanding payment obligations incurred before termination, including applicable late charges.

8. SEO reinstatement and third party accounts

After suspension, you must pay the full outstanding balance, including applicable late charges, before SEO services resume. After termination, you must also pay a new setup fee equal to 25% of the monthly SEO fee agreed for the restarted services.

This new fee applies only when you request reinstatement after termination. It covers restarting SEO and configuring required third-party service accounts. It will be itemized with the outstanding balance on the reinstatement invoice and must be paid before setup or service resumes. We will confirm the restart date after payment and completion of setup. Third-party reinstatement depends on provider availability and requirements.

When SEO services terminate, third-party accounts and subscriptions that we own and maintain specifically for your SEO services will be canceled or closed, subject to provider terms. This does not authorize deletion of client-owned domains, advertising accounts, analytics accounts, business profiles, or other client-owned assets. Hosting follows its separate provisions below.

9. Monthly hosting billing

Hosting begins when payment for your initial hosting and setup fees is received. Hosting fees and any setup amount are stated in your Service Order or agreed invoice. Hosting remains active while required payments are made, subject to these terms.

Monthly hosting payments are due on the 1st. If your initial payment is received before the 15th, your next payment is due on the 1st of the following month. If received on or after the 15th, your next payment is due on the 1st of the second following month. For example, a June 17 payment produces an August 1 due date. The initial hosting payment covers the period through the day before the first recurring due date. Any annual hosting arrangement follows the billing schedule in its Service Order.

10. Hosting suspension termination and restoration

Hosting will be suspended if payment remains unpaid three calendar days after its original due date. If still unpaid seven calendar days after that date, the hosting account will be terminated and hosted website files and data will be removed from our server. These hosting deadlines are separate from the SEO deadlines. The SEO late-charge provision does not automatically apply to hosting.

You should arrange migration and obtain your website files and data before termination. We will notify you of the scheduled suspension and deletion using the billing contact on file. You must keep that contact information current. Once hosting is terminated, restoration of deleted files or data is not guaranteed.

Following hosting suspension, payment of the outstanding hosting balance is required before reactivation. Following termination, re-establishment requires payment of outstanding hosting amounts, available website files or a usable backup, and agreement on any new hosting setup or migration quote. The SEO 25% reinstatement fee does not automatically apply to hosting.

11. Hosting support security and backups

Hosting resources, included support, support hours, software maintenance, backup frequency, backup retention, and restoration services must be specified in your hosting Service Order. No specific uptime percentage, response time, recovery time, backup schedule, or service credit is promised unless expressly stated there.

Maintenance, connectivity failures, attacks, and third-party outages can interrupt access. We will use reasonable care in providing hosting and addressing issues within our control. You must maintain independent copies of important content and data. If backups are included in your plan, that does not excuse our agreed backup obligations or remove your need for independent copies. Provider backups are not a promise of indefinite retention after termination.

12. Cancellation final charges and refunds

To cancel SEO or hosting, provide written notice at least 30 calendar days before your requested cancellation date using the contact details on your invoice or Service Order. Identify your business, the affected service, and the requested date. Canceling a payment authorization does not by itself cancel the service agreement.

For monthly SEO, the full monthly service fee remains payable if cancellation takes effect partway through a billing month. No prorated refund or credit is provided for unused days in that month. Minimum commitments and any early-cancellation provisions in your Service Order continue to apply; these terms do not create an additional early-termination penalty or automatically accelerate all remaining payments.

Hosting refunds, annual-plan refunds, and refunds for other services follow the terms expressly agreed for those services. The SEO full-month rule does not automatically apply to them. Refunds and credits required by law remain available. Cancellation does not eliminate payment obligations incurred before its effective date.

13. Other services and payment administration

Website projects, advertising, content, consulting, and other services follow the deposits, milestones, renewal terms, cancellation provisions, and payment deadlines in their Service Orders. The SEO setup fee and nonpayment schedule do not apply to another service unless expressly incorporated.

Advertising budgets and third-party commitments require your approval. We cannot promise that a provider will reverse a completed purchase or refund media already delivered. We will account for any unused client funds we hold and return amounts due after deducting only agreed charges and authorized, nonrecoverable commitments.

Any automatic payment arrangement requires separate authorization through the applicable payment provider. These terms alone do not authorize withdrawals. Contact us promptly about a billing error, identifying the disputed amount and reason; undisputed amounts remain due. This process does not waive rights under applicable law or payment-provider rules. We will obtain agreement to service price changes as required by your existing contract and applicable law.

14. Ownership licenses and account access

You retain ownership of your pre-existing content, trademarks, domains, and client-owned accounts. You grant us permission to access and use them only as needed to perform authorized services. We retain our pre-existing templates, tools, methods, reusable code, internal working materials, and know-how.

Unless the Service Order expressly provides a copyright assignment or different license, full payment for a final deliverable gives you a perpetual, nonexclusive license to use, reproduce, display, and modify the rights we control in that deliverable for your business. Copyright transfers must be documented in a signed agreement. Third-party software, fonts, photographs, platform assets, and other licensed components remain subject to their respective licenses. Source files and editable project files are included only if specified in your Service Order.

At the end of service, we will reasonably cooperate in removing our access to client-owned accounts and returning client materials in our possession, subject to legal retention duties. Additional migration work requires an approved scope and price. We will not delete client-owned accounts as a collection measure. Deletion of data stored in a terminated hosting account follows the hosting provisions. Use of your name, logo, or results in our portfolio requires your permission.

15. Confidentiality privacy and AI tools

Each party will protect the other’s nonpublic business information with reasonable care, use it only for the service relationship, and share it only with personnel or service providers who need it and are bound by appropriate duties. This excludes information lawfully public, already known without restriction, independently developed, or lawfully received from another source. Disclosure required by law is permitted, with notice when legally allowed.

Our Privacy Policy describes how we handle personal information collected through our website. You are responsible for lawful collection and provision of your customer data and for necessary notices and permissions. Where required, the parties will enter into a separate data-processing agreement before the relevant processing begins. Do not provide health information, payment-card data, or other specially regulated information without a specific written arrangement.

We may use AI-assisted tools within the authorized scope. Outputs can require factual, rights, and quality review; AI use does not remove our agreed delivery obligations. Confidential information and personal data may be provided to third-party AI services only as authorized by the service arrangement and applicable data-protection commitments. These terms do not authorize unrelated model training on your confidential information.

16. Lawful website and service use

You may use our website to learn about and request services. You may not interfere with its security or availability, impersonate others, distribute malware, or copy protected content beyond permission or applicable law. Our website materials and branding remain ours or our licensors’ property. A link to another website does not make us responsible for that website or its terms.

Campaigns must comply with applicable advertising, intellectual-property, privacy, email, messaging, and platform requirements. Required consent and disclosures must be in place before a campaign launches. We may decline unlawful instructions. Responsibility allocated to a client does not relieve us of our own legal obligations.

17. Other grounds for suspension or termination

We may promptly suspend affected work or access where reasonably necessary to address illegal activity, a material security threat, or a binding legal or provider requirement. We will explain the reason and available corrective steps when lawful and practicable. These grounds are separate from the nonpayment schedules.

For another material breach, either party may give written notice describing the breach and allowing ten business days to cure it when curable. If it remains uncured, the affected service may be terminated. A Service Order may specify another mutually agreed cure process. We may decline a future renewal as permitted by the existing agreement, with advance written notice.

If we end a service for our convenience before completing a paid period, we will refund prepaid amounts for services we will not provide, less only separately approved, nonrecoverable third-party commitments. Ending service does not remove accrued obligations, ownership rights, confidentiality duties, or other provisions intended to survive.

18. Service limitations and liability

Our obligation is to provide the agreed services with reasonable care and skill. Except for express commitments in your Service Order and rights that cannot lawfully be excluded, we make no additional implied warranty of fitness for a particular purpose or uninterrupted, error-free operation. This section does not cancel an express promise elsewhere in the agreement.

To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, or consequential damages, including consequential loss of profits, arising from the services. If any court or tribunal of competent jurisdiction determines that a limitation or exclusion of liability set out in this Agreement is unenforceable in whole or in part as to a particular claim or category of claims, that limitation or exclusion will apply and be enforced only to the extent it is enforceable as to that claim or category of claims, and without affecting the validity or enforceability of the remaining limitations or exclusions, which will continue to apply.

The Parties acknowledge and agree that the fees charged by Smart Target Digital under this Agreement are based in part on, and reflect, the allocation of risk and the limitations of liability specified in this Section, and that such limitations are an essential basis of the bargain between the Parties.

These exclusions and any cap do not apply to fraud, willful misconduct, gross negligence, or liability that applicable law does not permit the parties to limit. They do not excuse payment of amounts properly owed or repayment of client funds that must be returned. The parties may agree to additional exclusions or higher limits in a signed Service Order.

19. Third party claims

To the extent permitted by law, you will reimburse us for reasonable losses and legal expenses resulting from a third-party claim that materials you supplied infringe another person’s rights, or that your unlawful instructions or misuse of the services caused harm. This obligation applies only to the extent attributable to your conduct and excludes losses caused by our own breach, negligence, or misconduct.

We must promptly notify you of the claim, reasonably cooperate, and allow you to participate in its defense. Neither party may agree to a settlement imposing an admission, nonmonetary obligation, or unapproved payment on the other without that party’s written consent. A Service Order may establish more specific claim-handling procedures.

20. Disputes governing law and general provisions

Before filing a routine contract claim, the parties will make a good-faith attempt to resolve it through written notice and discussion. This does not prevent urgent protective relief, a small-claims filing, or action needed to preserve a legal deadline.

Unless mandatory law or a signed Service Order requires otherwise, Idaho law governs, without its conflict-of-law rules, and disputes will be brought in a court with jurisdiction in Ada County, Idaho. Nothing here removes nonwaivable consumer rights or creates mandatory arbitration or a class-action waiver.

Neither party is responsible for delay caused by events beyond its reasonable control, provided it gives prompt notice and reasonably works to reduce the disruption. This does not excuse payment for services already provided. Extended disruption should be addressed through a written continuation, adjustment, or termination arrangement.

An invalid provision will be severed or limited only as permitted by law; the remaining terms remain effective. Failure to enforce a provision once does not waive it permanently. We are an independent contractor. The composition of the Agreement and the treatment of prior communications are governed by Section 2.

21. Updates and contact

Changes to these Terms of Service and incorporated policies, including notice, effective dates, and acceptance requirements, are governed by Section 2.2. The current version is available at https://www.smarttargetdigital.com/terms-of-service.

For service notices, billing questions, and cancellations, use the written contact information on your invoice or Service Order. For general questions, contact Smart Target Ventures LLC, doing business as Smart Target Digital, Boise, Idaho, through https://www.smarttargetdigital.com/contact-us/ or info@smarttargetdigital.com