1. Online Services, Digital, Web Development, SEO, Consulting, Advertising; Terms and Conditions: Customer and Agency/Publisher (SmartSeed, LLC) agree that Agency/Publisher will provide specified services online or offline selected on the hard copy contractual agreement, in accordance with the terms and conditions of this agreement.
  2. Duration of Agreement / Subscription Disclosure: With respect to online services, the term of this agreement is valid from the date of service noted on the agreement for one full year (365 days). The issue period for each Subscription is 12 months from date of live online publication which is typically 2 weeks after payment is received. Once the full year term is fulfilled, Customer can cancel with written notice provided to Publisher. Publisher reserves the right to extend or reduce an issue period by no more than six months. If the issue period of an Online Advertisement/Publication/Program/Website is extended, charges will be extended accordingly. All written cancellation notices after full year term is complete must be emailed by Customer to Publisher at: sales@smartseedtech.com 
  3. Payment Terms and Conditions (Online Services): Customer agrees to pay the amounts listed on the agreement for online / digital services. SmartSeed will bill Customer a monthly recurring fee listed on the agreement. There are no refunds issued for any online services or any marketing services offered through SmartSeed, LLC.
  4. Disconnection of Customer’s Phone Number and/or Changes in Business Practice: The change or disconnection of a phone number in an advertisement will not release Customer from its obligations under this agreement. Any changes in business practice of any kind (including, without limitation, the closing of a business, the relocation of a business or other changes that would affect normal business practice) will not release Customer from its obligations under this agreement.
  5. Advertising Content and Intellectual Property Rights: All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with any Advertising or Services will be the sole and exclusive property of Publisher, except for: (i) “Customer Content,” which means all content that Customer provides to Publisher, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or linked to by any Advertising, and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Publisher licenses from a third party content provider for use in connection with such Advertising or Service, including, without limitation, graphics, text and photographs (collectively, “Third Party Content”). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content (“Third Party Restrictions”). Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the “Publisher Schedules”). Customer acknowledges that Customer’s failure to comply with any Publisher Schedule may cause publication of Advertising or performance of Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer’s obligation to comply with the Publisher Schedules, then Publisher may temporarily and/or permanently suspend its provision of, and Customer’s access to and use of, any Advertising developed or to be developed for Customer by Publisher (a “Publisher-Developed Print and/or Photo Display “), in whole or in part, without prior notice. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Publisher-Developed Print and/or Photo Display; and (ii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, create our own interpretation, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, inconsistency with actual services provided, or non-compliance with the Agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising and Customer shall be solely and exclusively liable therefore. Publisher makes no representation, warranty or guarantee, express or implied, concerning the success or results of any Advertising or Service or concerning the number of people who will view an item of Advertising. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher’s sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Advertising (or any derivative thereof); (ii) in connection with Publisher’s provision of Services; and (iii) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (i) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Advertising (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above.
  6. Copy and Revisions: Customer must furnish all copy for online images, verbiage and what is considered to be content prior to the reasonable deadlines set by Publisher. If Customer fails to do so, Publisher may create and publish such copy. Publisher reserves the right to exercise design prerogative concerning details relating to typeface and style, and minor adjustments in layout. Color is at the discretion of Publisher. No specific color is guaranteed. Publisher reserves the right to modify art if it does not meet Publisher’s requirements. It is Customer’s responsibility to notify Publisher, in writing, of any and all name, address or telephone number changes within 2 business days. If Customer fails to do so, Customer will remain obligated to make payments for its program and/or campaign, regardless of whether Publisher was able to make the necessary changes. Publisher will determine photos and/or artwork that appear in its websites, campaigns or advertisements. Publisher, at its sole discretion, may refuse to publish an advertisement and does not guarantee the position of an advertisement over a particular month. Failure to publish an advertisement in a particular position shall not be the basis for claim or adjustment to the amount owed by Customer. Publisher may change the form, appearance, size and content of any of the Advertisements at any time without notice to Customer. CUSTOMER AGREES THAT PUBLISHER, ITS EMPLOYEES, AFFILIATES AND AGENTS SHALL NOT BE LIABLE FOR ERRORS OR OMISSIONS IN ADVERTISING IN EXCESS OF THE AMOUNT PAID FOR THE ITEM(S) AND SHALL NOT BE LIABLE FOR LOST PROFITS, DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES ARISING OUT OF SUCH AN OMISSION OR ERROR. NO ADJUSTMENT WILL BE GIVEN FOR DELAY OF PUBLICATION OR DISTRIBUTION OR FOR CHANGES IN THE ANTICIPATED NUMBER OF ADVERTISEMENTS TO BE PUBLISHED OR DISTRIBUTED. PUBLISHER’S LIABILITY FOR ERRORS IN BUSINESS NAME, TELEPHONE NUMBER AND OTHER PERTINENT INFORMATION SHALL BE LIMITED TO THE PRICE OF THE ADVERTISEMENT IN QUESTION, AND THERE WILL BE NO ADJUSTMENT WITH RESPECT TO FREE INFORMATION OR FREE ADVERTISEMENTS. IT IS THE CUSTOMER’S RESPONSIBILITY TO NOTIFY PUBLISHER OF ERRORS OR OMISSIONS IMMEDIATELY WITH RESPECT TO PUBLICATION SERVICES. PUBLISHER WILL ENDEAVOR TO CORRECT ANY SUCH ERROR OR OMISSION PROMPTLY. CUSTOMER WILL NOT BE ENTITLED TO ANY ADJUSTMENT OR CREDIT DUE TO ERRORS OR OMISSIONS THAT OCCUR DURING PUBLICATION AND AFTER DISTRIBUTION SERVICES. IN NO EVENT WILL PUBLISHER, ITS EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO CUSTOMER FOR ANY OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, ALLEGED LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING. CUSTOMER UNDERSTANDS THAT THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM AGAINST PUBLISHER, ITS EMPLOYEES, AFFILIATES AND AGENTS, INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON BREACH OF CONTRACT, TORT (SUCH AS NEGLIGENCE) OR STRICT LIABILITY OR STATUTE.
  7. Cancellation/Notices to Publisher: With respect to any digital and/or online services, Customer may NOT cancel this agreement for the 12 month duration period of specified digital and/or online service(s). All written cancellation notices after full year term is complete must be emailed by Customer to Publisher at: sales@smartseedtech.com 
  8. Right to Use Trademarks and Photographs; Permits and Licenses; No Endorsement; ADA Compliance, Website Compliance; Indemnification: A Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any copy submitted to Publisher. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to Publisher. Customer will notify Publisher, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its print, web and/or photo advertising. B. Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its print and/or photo advertising. Customer agrees that it is responsible for ensuring that its print and/or photo advertising comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that Publisher does not approve or endorse any of Customer’s products or services, whether or not identified in Customer’s print, web and/or photo advertising. C. Customer agrees to indemnify SmartSeed (and its employees, affiliates and agents) against, and hold Publisher (and its employees, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of Publisher, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by SmartSeed in the defense thereof, arising out of Customer’s breach or alleged breach of the foregoing representations and warranties. This includes website compliance and ADA Compliance obligations. Customer is responsible for understanding their obligation in regards to any website compliance regulations or laws and for maintaining their compliance in the US with their own web developers who specialize in ADA Compliance.
  9. Successors and Assigns; Entire Agreement: Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder.
  10. Sales Representative Not Authorized to Make Changes: The sales representative of Publisher has no authority to make any changes in this agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement.
  11. Miscellaneous: A. The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer and that he or she is empowered to bind Customer to the terms and conditions contained herein. B. This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business. C. Rates include Sales Tax where applicable. D. If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect. E. This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have the same force and effect as an original counterpart. F. This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher. G. IN ANY LEGAL PROCEEDINGS RELATED TO THIS AGREEMENT, PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHTS THEY MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.
  12. No Obligation to Publish: Publisher reserves the right to reject this agreement, and/or any copy that it deems, in its sole discretion, to be objectionable. Publisher may cancel publication of Customer’s online, print and/or photo advertisements in any as then unpublished publications or online space at its discretion. Publisher may reject this agreement at any time within thirty (30) business days after delivery of this agreement by Customer to Publisher. Publisher may reject any copy within thirty (30) business days after such copy is submitted by Customer to Publisher.
  13. Authority; Persons Obligated; CustomerObligates; Signer Obligated: The Customer and or signer agrees that he/she has the authority and is signing this agreement (1) in his/her individual capacity, (2) as a representative of the Customer, and (3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified in the advertisement is not the same as the Customer or the signer). By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder.
  15. Indemnification: Customer shall indemnify and defend Publisher, its agents, affiliates, and licensors from all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and expenses, and third party claim or liability (collectively, “Liabilities”) arising out of Customer’s use of the Services or Customer’s breach of the Agreement.
  16. Customer’s Additional Representations and Warranties: Customer represents, warrants and covenants that Customer has the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, selected keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site(s) to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.
  17. Force Majeure: Publisher shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Publisher’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of any third party to perform any commitment relating to the production or delivery of any equipment or material required for Publisher to perform its obligations hereunder.
  18. Privacy Policy: SmartSeed collects information from our Customers upon registering on some of our hyper-local platforms such as on LookCT.com. When registering on our site, as appropriate, you may be asked to enter: your name and email address, credit card payment information and also photos pertinent to your business along with basic descriptions of your business and contact information. We use this information to personalize your experience, the experience of our users, to process transactions and send periodic emails containing information and updates pertaining to your order. We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone. We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g. to process an order and provide services. Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy. You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website: See what data we have about you, if any, change/correct any data we have about you, have us delete any data we have about you, express any concern you have about our use of your data. We implement a variety of security measures to maintain the safety of you personal information and take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline. Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted in a secure way. While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment. Our Privacy Policy may change from time to time and all updates will be posted on this page. This online privacy policy applies only to information collected on our website and not to information collected offline. By registering and using our site, you consent to this privacy policy.

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