Terms and Conditions

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Last updated for our business development and marketing services: October 20, 2025

Welcome to the website of Strategic Marketing and Business Development LLC (“SMBD”, “we”, “us”, “our”). By accessing or using our website at https://smbd-llc.com/ (the “Website”), or by hiring our marketing services, you agree to these Terms & Conditions (“Terms”). If you do not agree to these Terms, please do not use the Website or our business development services.

1.1    These Terms constitute a binding agreement between you (“you”, “your”, “Client”) and SMBD regarding our business development and marketing services. 1.2    Your use of the Website, or engagement of our marketing services, implies your acceptance of these Terms. 1.3    We reserve the right to modify these Terms at any time. Updated Terms will be posted on the Website with a “Last updated” date. Your continued use constitutes acceptance of the modified Terms.

2.1 SMBD offers marketing services, business development, strategic consulting, and related services (collectively referred to as “Services”). 2.2 If you engage SMBD to perform these Services, a separate agreement (such as a proposal, statement of work, or master service agreement) may be executed, incorporating these Terms. 2.3 We will use reasonable efforts to provide the Services in a professional manner consistent with industry standards. 2.4 However, we do not guarantee any specific result (e.g., revenue growth, contract award) unless explicitly stated in a separate agreement.

3.1 You agree to use the Website only for lawful purposes related to business development and not for any conduct that violates these Terms or applicable law. 3.2 You must not misuse the Website by knowingly introducing viruses, trojans, or other harmful material or otherwise attempting to interfere with the Website’s operation or security, especially when seeking marketing services. 3.3 We may suspend or terminate your access to the Website at our discretion, including if we believe you have breached these Terms.

4.1    All content on the Website (text, graphics, logos, images, audio, video, software) is the property of SMBD or its licensors and is protected by copyright, trademark, and other intellectual property laws. This includes any materials related to business development and marketing services. 4.2    You may view, download, and print pages from the Website for your personal, non-commercial use, provided you keep all copyright and other proprietary notices intact. 4.3    Any other use, including reproduction, modification, distribution, or exploitation of the Website content for commercial purposes, especially in relation to business development and marketing services, without our express written consent, is prohibited.

5.1    The Website may contain links to third-party websites or resources that offer various business development opportunities. These links are provided for your convenience only in relation to our marketing services. 5.2    We do not control third-party websites and are not responsible for their availability, content, practices, or privacy policies. 5.3    Your access and use of such websites is at your own risk.

6.1 The Website and the marketing services are provided “as is” and “as available” without warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, accuracy or reliability. 6.2 We do not warrant that the Website will be uninterrupted, error-free, or free of harmful components. 6.3 To the maximum extent permitted by law, in no event will SMBD, its officers, employees, agents or affiliates be liable for any indirect, incidental, special, consequential or punitive damages (including loss of profits, data, business opportunities) arising out of or related to your use of the Website or business development services. 6.4 Our total liability for any claim arising out of or relating to these Terms or the marketing services will not exceed the fees paid by you to SMBD under the relevant Services agreement (if any) in the twelve (12) months preceding the event giving rise to the claim.

7.1    Fees, payment terms, and invoicing for any marketing services will be outlined in the separate Services agreement or proposal. 7.2    You agree to pay all fees promptly and to reimburse SMBD for any out-of-pocket costs reasonably incurred in performing the business development Services (if applicable). 7.3    Failure to make timely payments may result in the suspension of Services or referral to collection, at our discretion.

8.1 Both parties agree to treat as confidential any non-public information disclosed by the other party in connection with the business development and marketing services provided (“Confidential Information”). 8.2 Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) is independently developed by the receiving party without the use of the disclosing party’s information; or (c) is rightfully received from a third party without breach of obligation. 8.3 The receiving party may use or disclose Confidential Information only to perform the business development and marketing services or as otherwise permitted in writing. 8.4 Both parties’ confidentiality obligations survive for two (2) years after termination of the applicable Services agreement.

9.1 Either party may terminate the Services agreement for cause if the other party breaches any material term and fails to cure within thirty (30) days after written notice. This includes any issues that may affect ongoing business development efforts. 9.2 Upon termination, you will pay for all marketing services performed and costs incurred up to the termination date. 9.3 Termination of the Services agreement does not affect accrued rights or obligations, including confidentiality, intellectual property, and liability limitations.

10.1 You agree to defend, indemnify and hold harmless SMBD, its officers, employees, agents and affiliates from and against any claims, losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees) arising out of your breach of these Terms, violation of law, your use of the Website or Services, or any issues related to business development and marketing services.

11.1 These Terms and your use of the Website and Services, including any business development and marketing services offered, will be governed by and construed in accordance with the laws of the State of [Insert State, e.g., California], without regard to conflict of laws principles. 11.2 Any dispute arising out of or related to these Terms or Services shall be resolved first by good-faith negotiation between the parties. If negotiation fails, the dispute may be submitted to binding arbitration in [Insert jurisdiction, e.g., Orange County, California] in accordance with the rules of the American Arbitration Association (or similar body). 11.3 You agree that any claim must be brought within one (1) year after the cause of action arises, or it shall be waived.

12.1 If any provision of these Terms related to business development is held invalid or unenforceable, the remaining provisions will continue in full force and effect. 12.2 No waiver of any term or breach regarding our marketing services will be effective unless in writing and signed by an authorized representative of SMBD.

13.1 Except as otherwise specified, these Terms and any Services agreement you execute represent the entire agreement between you and SMBD regarding business development and marketing services, and supersede all prior communications, negotiations, or agreements.

14.1 You may not assign your rights or obligations under these Terms without our prior written consent; however, SMBD may assign its rights and obligations to a successor or affiliate involved in business development or marketing services. 14.2 We may provide notices to you via email or by posting on the Website. 14.3 Headings are for convenience only and have no legal effect.

If you have any questions about these Terms related to our business development and marketing services, please contact us at: Strategic Marketing and Business Development LLC Phone: +1 714-743-3237 Email: Jeff@smbdllc.com  Gtrice@smbdllc.com   (or as displayed on the Website)

By using the Website or engaging our marketing services for business development, you acknowledge that you have read, understood, and agree to be bound by these Terms.