Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and SmartScale LLC ("Company," "we," "us," or "our") concerning your access to and use of our website and services. By accessing or using our services, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using our services and you must discontinue use immediately.

2. Services Description

SmartScale LLC provides social media marketing and advertising services for e-commerce brands including but not limited to:

• Social media advertising campaign management across Facebook, Instagram, TikTok, and YouTube platforms
• Creative content production and optimization for social media advertising
• E-commerce growth strategy and consultation
• Performance analytics and reporting
• Conversion rate optimization for e-commerce stores
• Social media marketing strategy development and execution

The specific services provided will be detailed in individual service agreements or statements of work.

3. User Eligibility

By using our services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity and authority to enter into these Terms
• You are authorized to bind your company or organization to these Terms
• You will not access our services through automated or non-human means
• You will not use our services for any illegal or unauthorized purpose
• Your use of our services will not violate any applicable law or regulation

4. Account Registration and Security

You may be required to register with the Company to access certain services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Account Responsibilities

• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized use of your account
• Provide accurate, current, and complete information during registration
• Update your information promptly when changes occur
• Accept responsibility for all activities that occur under your account

5. Payment Terms

All fees for services are specified in your service agreement or statement of work. By engaging our services, you agree to the following payment terms:

Fees and Billing

• All fees are quoted in US Dollars unless otherwise specified
• Payment terms will be specified in your service agreement (typically net 15 or net 30)
• We may require advance payment or deposits for certain services
• Fees are non-refundable except as expressly provided in these Terms or your service agreement
• Late payments may incur additional fees of 1.5% per month or the maximum allowed by law
• We reserve the right to suspend services for non-payment

Ad Spend Management

• Client is responsible for all advertising platform costs and fees
• Ad spend budgets must be paid directly to advertising platforms (Facebook, TikTok, etc.) or as otherwise agreed
• We are not responsible for advertising platform charges, fees, or billing disputes
• Minimum ad spend requirements may apply as specified in your service agreement
• Our management fees are separate from and in addition to ad spend

6. Intellectual Property Rights

Unless otherwise indicated, our website and services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the "Content") are owned or licensed to us and are protected by copyright and trademark laws.

Our Rights

We retain all rights, title, and interest in and to:

• Our proprietary methodologies, processes, and systems
• All marketing frameworks, templates, and strategies we develop
• Our brand name, logos, and trademarks
• Any tools, software, or technology we create or use in providing services
• All pre-existing intellectual property we bring to the engagement

Client Rights

Upon full payment of all fees, you own:

• Custom creative assets (images, videos, ad copy) we develop specifically for your campaigns
• Reports and analytics data specific to your campaigns
• Final campaign deliverables as specified in your service agreement

License to Use Client Materials

You grant us a non-exclusive, worldwide license to use your brand assets, product images, and other materials solely for the purpose of providing services to you. This license terminates upon completion or termination of services.

7. Prohibited Activities

You may not access or use our services for any purpose other than that for which we make the services available. As a user, you agree not to:

• Systematically retrieve data or other content from our services to create or compile a collection, database, or directory
• Circumvent, disable, or otherwise interfere with security-related features of our services
• Engage in unauthorized framing of or linking to our services
• Trick, defraud, or mislead us and other users
• Make improper use of our support services or submit false reports
• Engage in any automated use of the system or services
• Interfere with, disrupt, or create an undue burden on our services or networks
• Attempt to impersonate another user or person
• Use any information obtained from our services to harass, abuse, or harm another person
• Use our services as part of any effort to compete with us or for any revenue-generating endeavor
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising our services
• Harass, annoy, intimidate, or threaten any of our employees or agents
• Copy or adapt our services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's uninterrupted use of our services

8. Service Modifications and Availability

We reserve the right to change, modify, or remove the contents of our services at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of our services without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of our services.

We cannot guarantee our services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to our services, resulting in interruptions, delays, or errors.

9. Performance Expectations and Results

While we strive to deliver exceptional results, marketing outcomes depend on numerous factors beyond our control. We make no guarantees regarding:

• Specific return on ad spend (ROAS) or return on investment (ROI)
• Sales, revenue, or profit increases
• Customer acquisition costs or volumes
• Campaign performance or success metrics
• Advertising platform approval or account status
• Social media algorithm changes or platform policy updates

Past performance, case studies, and testimonials do not guarantee future results. All performance claims are based on historical data and may not be representative of typical results. Individual results vary based on numerous factors including product quality, pricing, market conditions, competition, and client cooperation.

10. Client Responsibilities

To enable us to provide effective services, you agree to:

• Provide timely access to necessary accounts, assets, and information
• Respond to requests for feedback and approvals within agreed timeframes
• Ensure all provided materials comply with applicable laws and platform policies
• Maintain proper licensing and rights for all materials you provide
• Comply with all advertising platform terms of service and policies
• Provide accurate information about your business, products, and services
• Notify us immediately of any compliance issues, policy violations, or legal concerns
• Maintain appropriate insurance coverage for your business operations
• Fulfill orders and provide customer service to customers acquired through our campaigns

11. Advertising Platform Compliance

You acknowledge that social media advertising campaigns are subject to the terms, conditions, and policies of third-party advertising platforms including but not limited to Facebook/Meta, Instagram, TikTok, and YouTube. You agree to:

• Comply with all advertising platform policies and guidelines
• Accept that platform policy changes may affect campaign performance
• Understand that platforms may reject, suspend, or terminate campaigns or accounts
• Hold us harmless for platform decisions beyond our reasonable control
• Not engage in any activities that violate platform policies
• Ensure your products, services, and business practices comply with platform requirements

12. Confidentiality

During our engagement, both parties may have access to confidential information. Both parties agree to:

• Keep all confidential information strictly confidential
• Use confidential information only for purposes of the engagement
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon termination of services
• Implement reasonable security measures to protect confidential information

Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party. This confidentiality obligation survives termination of our services for a period of three (3) years.

13. Term and Termination

These Terms shall remain in full force and effect while you use our services. We may suspend or terminate your account and access to our services:

• For any or no reason at our sole discretion
• Without notice or liability to you
• Immediately, without prior notice, if you breach these Terms
• If we determine your actions harm our business interests or reputation
• For non-payment of fees

Service Agreement Termination

Termination terms for ongoing service agreements will be specified in your individual service agreement. Generally:

• Either party may terminate with written notice as specified in the agreement (typically 30 days)
• Client remains responsible for payment of all fees incurred before termination
• We reserve the right to retain work product until all outstanding fees are paid
• No refunds will be provided for services already rendered or fees already paid
• Upon termination, we will provide you with access to campaign data and deliverables for which you have paid
• Ongoing campaigns will be paused or transferred as agreed

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR SERVICES DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

15. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of:

• Your use of our services
• Breach of these Terms
• Any breach of your representations and warranties set forth in these Terms
• Your violation of the rights of a third party, including but not limited to intellectual property rights
• Your violation of any applicable laws, rules, or regulations
• Content or materials you provide that infringe third-party rights
• Your business practices, products, or services
• Claims arising from your customers or end users

16. Dispute Resolution

Informal Resolution

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms, both parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other.

Binding Arbitration

If the parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association and shall be held in Sheridan, Wyoming, or another mutually agreed location.

Exceptions to Arbitration

The parties agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

Class Action Waiver

You and the Company agree that any proceedings to resolve disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action. You and the Company expressly waive any right to file a class action or seek relief on a class basis.

17. Governing Law

These Terms and your use of our services are governed by and construed in accordance with the laws of the State of Wyoming applicable to agreements made and to be entirely performed within the State of Wyoming, without regard to its conflict of law principles.

18. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH OUR SERVICES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OUR SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO OUR SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

• Errors, mistakes, or inaccuracies of content and materials
• Personal injury or property damage resulting from your access to and use of our services
• Unauthorized access to or use of our secure servers and/or any personal information stored therein
• Interruption or cessation of transmission to or from our services
• Bugs, viruses, Trojan horses, or the like which may be transmitted through our services by any third party
• Errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via our services

19. Force Majeure

We shall not be liable for any failure or delay in performance of our obligations due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

20. Severability

If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

21. Entire Agreement

These Terms, together with any service agreement or statement of work, constitute the entire agreement between you and SmartScale LLC regarding our services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our services.

22. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using our services.

23. Contact Information

If you have any questions about these Terms of Service, please contact us: