Terms and Conditions

Strat IQ Digital provides professional digital marketing and web development services, including but not limited to:

1.1 Advertising Management Services

• Amazon Ads Management: Sponsored Products, Sponsored Brands, Sponsored Display campaigns, keyword targeting, ASIN targeting, budget optimization, and performance reporting
• Meta Ads Management (Facebook & Instagram): Full-funnel advertising campaigns, creative testing, audience targeting, retargeting, conversion optimization, and performance analytics
• Other Paid Advertising: Google Ads, LinkedIn Ads, and other digital advertising platforms as agreed upon

1.2 Web Development Services

• Shopify Store Development: New store builds, custom theme development, conversion-focused redesigns, landing page creation, app integration, and performance optimization
• Website Enhancements: Custom sections, paid-traffic landing pages, speed optimization, and app stack cleanup

1.3 SEO Services

• Search Engine Optimization: Revenue-focused keyword research, on-page SEO optimization, technical SEO improvements, content strategy, and site structure optimization

1.4 Creative Strategy Services

• Performance Creative Development: Creative strategy, ad creative design, performance-driven testing frameworks, messaging development, and ongoing creative optimization

1.5 Service Scope

The specific scope of Services, deliverables, timelines, and pricing will be outlined in a separate Service Agreement, Statement of Work (SOW), or proposal ("Service Agreement"). These Terms supplement and govern any such Service Agreement. In the event of a conflict between these Terms and a Service Agreement, the Service Agreement will control with respect to the specific services described therein.

2. Account Registration and Security

2.1 Account Creation

To access certain Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Immediately notify us of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

2.2 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding contract to use our Services. By using our Services, you represent and warrant that you meet these requirements.

2.3 Business Accounts

If you are using our Services on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

3. Third-Party Platform Access and Authorization

3.1 Platform Access

To provide advertising and marketing services, you may be required to grant us access to third-party platforms, including but not limited to:

• Amazon Seller Central / Amazon Advertising Console
• Meta Business Manager (Facebook & Instagram)
• Google Ads and Google Analytics
• Shopify Admin
• Other advertising, analytics, or e-commerce platforms

3.2 Authorization and Responsibilities

By granting us access, you:

• Authorize us to manage campaigns, make optimizations, and access performance data on your behalf
• Warrant that you have the legal right and authority to grant such access
• Acknowledge that we are acting as your authorized agent
• Remain responsible for compliance with all third-party platform terms and policies
• Agree to maintain active accounts in good standing with all third-party platforms

3.3 Third-Party Platform Terms

Your use of third-party platforms is subject to their respective terms of service, and you are solely responsible for compliance. We are not responsible for changes to third-party platform policies, features, or functionality that may impact our ability to deliver Services.

3.4 Ad Spend and Billing

Unless otherwise agreed in writing, you are responsible for paying all advertising costs (ad spend) directly to third-party platforms (e.g., Amazon, Meta, Google). Our fees for Services are separate from and in addition to any advertising costs you incur.

4. Payment Terms

4.1 Fees and Pricing

Fees for our Services will be specified in a Service Agreement, proposal, or invoice. Payment terms may include:

• Monthly Retainer: Fixed monthly fee for ongoing services
• Percentage of Ad Spend: Fee calculated as a percentage of managed advertising budget
• Project-Based Fee: One-time fee for specific projects (e.g., website development)
• Hourly Rate: Fee based on hours worked for consulting or ad-hoc services

4.2 Invoicing and Payment

• Invoices will be issued in accordance with the agreed payment schedule
• Payment is due within the timeframe specified on the invoice (typically 15-30 days)
• Accepted payment methods include credit card, ACH transfer, wire transfer, or other methods as agreed
• All fees are in U.S. Dollars (USD) unless otherwise specified

4.3 Late Payments

Late payments may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. We reserve the right to suspend or terminate Services if payment is more than 15 days overdue.

4.4 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable federal, state, and local taxes, duties, tariffs, and similar charges (excluding taxes based on our net income). If we are required to collect or pay taxes, such amounts will be invoiced to you.

4.5 Fee Changes

We reserve the right to modify our fees with 30 days' advance written notice. Fee changes will not affect Services already paid for or covered by an active Service Agreement unless mutually agreed in writing.

4.6 Refunds

All fees are non-refundable except as expressly provided in a Service Agreement or as required by law. If Services are terminated early, refunds (if any) will be calculated on a pro-rata basis for unused Services.

5. Client Responsibilities and Obligations

To enable us to deliver Services effectively, you agree to:

5.1 Provide Necessary Information

• Timely provide accurate business information, product details, creative assets, and other materials required for Services
• Grant access to necessary advertising accounts, analytics platforms, and website backends
• Provide feedback and approvals within agreed timeframes

5.2 Compliance with Laws and Platform Policies

• Ensure all products, services, and marketing materials comply with applicable laws and regulations
• Comply with advertising policies of Amazon, Meta, Google, and other platforms
• Provide truthful and accurate information in all advertising and marketing materials
• Hold all necessary licenses, permits, and rights to sell products and run advertisements

5.3 Communication and Collaboration

• Respond promptly to our communications and requests
• Participate in scheduled meetings and status calls
• Designate a primary point of contact with authority to make decisions

5.4 Account Maintenance

• Maintain active, compliant accounts on third-party platforms
• Ensure sufficient ad spend budgets are available
• Notify us immediately of account suspensions, policy violations, or other issues

6. Intellectual Property Rights

6.1 Company IP

All content, materials, technology, software, tools, methodologies, templates, frameworks, and intellectual property provided by Strat IQ Digital in connection with the Services ("Company IP") remain our exclusive property or the property of our licensors. You may not use Company IP for any purpose other than receiving the Services without our prior written consent.

6.2 Client IP

You retain all ownership rights to your trademarks, logos, product images, brand materials, content, and other intellectual property ("Client IP") provided to us. You grant us a limited, non-exclusive, worldwide license to use Client IP solely for the purpose of delivering Services.

6.3 Deliverables and Work Product

Upon full payment, you will own:

• Creative Assets: Custom ad creatives, images, videos, and copy created specifically for your campaigns
• Website Deliverables: Custom website designs, code, and content developed specifically for your Shopify store (subject to third-party licenses for themes, plugins, or libraries)

You will NOT own:

• Proprietary methodologies, strategies, templates, or frameworks
• Performance reports, analytics dashboards, or internal tools
• Any pre-existing Company IP incorporated into deliverables

6.4 Portfolio and Case Studies

You grant us the right to use your company name, logo, and general information about the Services provided in our portfolio, case studies, and marketing materials, unless you explicitly opt-out in writing. Specific performance data will not be disclosed without your prior consent.

6.5 Third-Party Licenses

Some deliverables may incorporate third-party software, themes, plugins, or stock assets subject to separate license terms. You are responsible for complying with such third-party licenses.

7. Confidentiality

7.1 Definition

"Confidential Information" includes any non-public information disclosed by one party to the other, including but not limited to business strategies, financial data, customer lists, advertising performance data, trade secrets, proprietary methodologies, and any information marked as confidential.

7.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information solely for the purpose of performing under these Terms
• Limit access to Confidential Information to employees and contractors who need to know
• Not disclose Confidential Information to third parties without prior written consent

7.3 Exceptions

Confidential Information does not include information that:

• Was publicly available at the time of disclosure
• Becomes publicly available through no breach of these Terms
• Was rightfully known by the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed pursuant to legal or regulatory requirements (with prior notice where possible)

7.4 Duration

Confidentiality obligations will remain in effect for the duration of the Service Agreement and for three (3) years thereafter, or indefinitely for trade secrets.

8.1 Company Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the necessary expertise and authority to provide the Services
• Services will comply with applicable laws and regulations

8.2 No Performance Guarantees

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that the Services will be uninterrupted, error-free, or free from viruses or other harmful components. We do not warrant that results obtained through the Services will meet your expectations or requirements.

8.4 Third-Party Platforms

We are not responsible for the performance, availability, policies, or actions of third-party platforms (Amazon, Meta, Google, Shopify, etc.). Platform algorithm changes, policy updates, or technical issues are beyond our control and may impact campaign performance.

9. Limitation of Liability

9.1 Damages Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Strat IQ Digital'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO Strat IQ Digital IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

9.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Strat IQ Digital SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Allocation of Risk

The limitations of liability set forth in this Section reflect a reasonable allocation of risk between the parties and are a fundamental basis of the bargain between the parties. The Services would not be provided without these limitations.

9.4 State Law Variations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability will be limited to the fullest extent permitted by applicable law.

10. Indemnification

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Strat IQ Digital, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any Service Agreement
• Your violation of applicable laws, regulations, or third-party platform policies
• Your products, services, or business practices (including product defects, false advertising, unfair competition, or consumer fraud)
• Infringement of third-party intellectual property rights by your Client IP
• Any content, information, or materials you provide to us
• Your negligence or willful misconduct

10.2 Company Indemnification

We agree to indemnify you against third-party claims that our Company IP infringes a valid U.S. patent, copyright, or trademark, provided you:

• Promptly notify us in writing of the claim
• Grant us sole control over the defense and settlement
• Cooperate reasonably in the defense

This indemnity does not apply to claims arising from your modification of deliverables, combination with third-party materials, or use outside the scope of authorized use.

11. Term and Termination

11.1 Service Term

The term of Services will be specified in the applicable Service Agreement (e.g., month-to-month, 3-month minimum, 12-month contract).

11.2 Termination for Convenience

Either party may terminate Services for any reason with written notice as specified in the Service Agreement (typically 30 days). You remain responsible for payment of all fees accrued prior to termination.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other party materially breaches these Terms or a Service Agreement and fails to cure within 15 days of written notice
• The other party becomes insolvent, files for bankruptcy, or ceases operations

We may also terminate immediately if:

• Your payment is more than 15 days overdue
• Your advertising accounts are suspended or terminated by third-party platforms
• You violate applicable laws, regulations, or platform policies
• You engage in fraudulent, abusive, or illegal conduct

11.4 Effect of Termination

Upon termination:

• All outstanding invoices become immediately due and payable
• We will cease providing Services and may suspend access to accounts
• You must immediately revoke our access to third-party platforms
• Each party will return or destroy Confidential Information (except as required by law)
• Sections that by their nature should survive (e.g., payment obligations, indemnification, limitation of liability, dispute resolution) will remain in effect

11.5 Transition Assistance

Upon request and for an additional fee, we may provide reasonable transition assistance (e.g., documentation, campaign export) for up to 30 days after termination.

12. Dispute Resolution and Governing Law

12.1 Informal Resolution

Before initiating formal proceedings, the parties agree to first attempt to resolve any dispute informally by contacting each other and negotiating in good faith for at least 30 days.

12.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration terms:

• The arbitration will be conducted by a single neutral arbitrator
• The arbitration will take place in [Your City, State] or remotely via video conference
• Each party will bear its own attorneys' fees and costs unless otherwise awarded by the arbitrator
• The arbitrator's decision will be final and binding, with limited grounds for appeal
• Judgment on the arbitration award may be entered in any court with jurisdiction

12.3 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or Confidential Information without first engaging in arbitration.

12.4 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

12.5 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of [Your State], United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.6 Jurisdiction and Venue

To the extent arbitration does not apply, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [Your County, State].

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Service Agreements, proposals, and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications (whether written or oral) regarding the subject matter.

13.2 Amendments

We may modify these Terms at any time by posting the revised version on our Website. Material changes will be notified via email or prominent notice. Your continued use of Services after changes are posted constitutes acceptance. Amendments to Service Agreements require written mutual consent.

13.3 Assignment

You may not assign or transfer these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations to any successor or affiliate without your consent. Any unauthorized assignment is void.

13.4 Force Majeure

Neither party will be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or third-party platform outages.

13.5 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

13.6 Waiver

No waiver of any provision of these Terms will be deemed or constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.

13.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

13.8 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.

13.9 Notices

All notices must be in writing and sent to:

Notices are deemed received: (1) upon personal delivery; (2) one business day after sending via reputable overnight courier; (3) three business days after mailing via certified mail; or (4) immediately upon emailing (with confirmation of delivery).

13.10 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

14. Prohibited Uses

You agree not to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Advertise prohibited products (illegal drugs, weapons, counterfeit goods, adult content in violation of platform policies, etc.)
• Engage in false, misleading, or deceptive advertising practices
• Infringe intellectual property rights of third parties
• Interfere with or disrupt the Services or servers/networks connected to the Services
• Attempt to gain unauthorized access to any systems, accounts, or data
• Use automated systems (bots, scrapers) to access the Services without permission
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Remove or modify any proprietary notices or labels

If you have questions about these Terms or our Services, please contact us:

16. Acknowledgment and Consent