Terms & Conditions

1. Introduction & Acceptance of Terms

1.1 Agreement Overview

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding contract between Exit Strategy Ads ("ESA," "we," "us," "our") and the client ("Client," "you," "your") for digital marketing services specifically designed for supplement brands transitioning from Amazon dependency to profitable direct-to-consumer (DTC) channels.

1.2 Acceptance of Terms

By any of the following actions, you acknowledge that you have read, understood, and agree to be bound by these Terms:

• Signing a service proposal or agreement
• Making any payment to Exit Strategy Ads
• Accessing or using our client portal or services
• Providing platform access credentials to ESA

1.3 Effective Date

This Agreement becomes effective on the date of your first payment or platform access provision, whichever occurs first ("Effective Date").

1.4 Modifications to Terms

Exit Strategy Ads reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email at least 30 days before the changes take effect. Continued use of services after the effective date of changes constitutes acceptance of the modified Terms.

1.5 Entire Agreement

These Terms, together with any signed proposal, Order Form, and our Privacy Policy, constitute the entire agreement between you and Exit Strategy Ads. This Agreement supersedes all prior negotiations, representations, or agreements, whether written or oral.

2. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

"Ad Spend": The amount paid directly to Google Ads platform for advertising inventory and impressions, excluding management fees.

"Ad Spend Fee": A percentage-based fee charged by ESA calculated on total monthly ad spend, varying by program tier.

"Amazon Independence": Building a business capable of surviving and thriving without Amazon revenue, not necessarily eliminating Amazon sales.

"Business Day": Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding U.S. federal holidays.

"DTC" (Direct-to-Consumer): Sales through channels owned and controlled by Client, primarily via Shopify store.

"Incremental DTC Profit": For Skin-in-the-Game Partnership only, calculated as: (Current Month DTC Revenue) minus (Current Month DTC Costs including product costs, ad spend, shipping, platform fees, payment processing) minus (Baseline DTC Revenue). Only positive profit above $0 is subject to profit-sharing.

"Management Fee": Monthly service fee for strategy, execution, and optimization of campaigns.

"Material Breach": A violation that substantially impairs the value of this Agreement, including but not limited to: non-payment exceeding 30 days, unauthorized changes to campaigns or tracking, refusal to provide required platform access, or fraudulent activity.

"Platform Access": Admin-level or equivalent credentials for Google Ads, Shopify, email/SMS marketing platforms, and analytics platforms necessary for service delivery.

"ROAS" (Return on Ad Spend): Calculated as Shopify Revenue divided by Google Ads Spend, using 30-day click attribution window.

"Setup Fee": One-time, non-refundable fee charged at engagement start to cover infrastructure buildout costs.

"Stockout": Product unavailable for purchase on Client's Shopify store for more than 7 consecutive days.

3. Service Offerings

3.1 Services Provided by Exit Strategy Ads

Exit Strategy Ads provides the following services as part of all program tiers:

Google Ads Management

• Campaign setup and optimization across Google Search, Shopping, Performance Max, Display, and YouTube
• Keyword research, negative keyword management, and bid optimization
• Ad copy creation with FDA/FTC compliance review
• Campaign structure development and ongoing refinement

DTC Infrastructure Development

• Shopify store optimization and conversion rate optimization
• Landing page creation (quantity varies by program tier)
• Conversion tracking setup including server-side Google Tag Manager, Google Analytics 4, with ≥95% accuracy verification
• Technical implementation and troubleshooting

Email/SMS Marketing

• Automation sequence development (quantity varies by program tier)
• Retention marketing strategy and implementation
• Platform setup and integration (Klaviyo, Attentive, or similar)
• Trigger-based flow creation

Creative Strategy

• Ad creative testing and optimization
• Landing page A/B testing and CRO implementation
• FDA/FTC compliance review for all marketing materials
• Asset optimization for conversion

Data & Analytics

• Custom Looker Studio dashboard creation
• Revenue attribution modeling
• Performance reporting and analysis
• Customer segmentation strategy

Compliance Support

• FDA/FTC-compliant language development
• Review of structure/function claims
• Identification of prohibited disease claims
• Required disclaimer implementation

3.2 Services NOT Provided by Exit Strategy Ads

The following services are explicitly excluded from all programs unless specifically contracted as add-ons:

Amazon Platform Services

• Amazon Ads management (Sponsored Products, Sponsored Brands, DSP)
• Amazon listing optimization
• Amazon Seller Central management
• Amazon inventory management

Social Media Advertising

• Facebook/Instagram advertising (available as add-on after 90-day foundation)
• TikTok advertising
• Pinterest advertising
• Influencer marketing campaigns

Additional Excluded Services

• Public relations services
• Product formulation or manufacturing consultation
• Legal counsel (we provide compliance guidance, not legal advice)
• Graphic design for product packaging
• Photography or videography production

3.3 Client Responsibilities

To enable successful service delivery, Client agrees to:

Asset Delivery (within specified timeframes)

• Provide brand assets within 7 business days of request
• Supply product images, logos, and existing marketing copy
• Share brand guidelines and compliance documentation
• Provide GMP certificates and product testing documentation

Approval Timelines

• Review and approve deliverables within 48 hours of submission
• Limit revisions to maximum 2 rounds per deliverable
• Provide final approval within 5 business days from initial submission

Platform Access

• Provide Shopify admin access within 7 business days
• Grant Google Ads account access with appropriate permissions
• Provide email/SMS platform credentials
• Maintain active payment processing on all platforms

Ongoing Operational Requirements

• Maintain minimum $8,000/month Google Ads budget
• Prevent product stockouts exceeding 7 consecutive days
• Attend weekly strategy calls during Month 1
• Attend bi-weekly strategy calls thereafter
• Respond to communications within 2 business days

Compliance Obligations

• Ensure all products comply with FDA regulations (DSHEA, 21 CFR 111, 21 CFR 117)
• Maintain valid GMP certifications from approved third parties (NSF, Eurofins, UL Solutions)
• Provide substantiation for all structure/function claims
• Notify ESA immediately of FDA warning letters, FTC inquiries, or regulatory actions
• Maintain adequate product liability insurance

4. Program Tiers & Pricing

4.1 Overview of Three Program Tiers

*Accelerator is month-to-month but requires annual prepayment. Early cancellation receives refund minus earned discounts.

4.2 Monthly Program

Ideal For: Brands testing DTC channel development who want maximum flexibility.

Pricing Structure

• Setup Fee: $7,500 (one-time, non-refundable, due upon contract signing)
• Monthly Management Fee: $5,500/month (recurring, due 1st of each month)
• Ad Spend Fee: 12% of monthly Google Ads spend (invoiced monthly in arrears)
• Commitment: Month-to-month with 30-day written cancellation notice

Deliverables

• 5 conversion-optimized landing pages
• 10+ email automation flows
• Complete Google Ads campaigns (Search, Shopping, Performance Max minimum)
• Server-side tracking setup (GTM, GA4, ≥95% accuracy)
• Custom Looker Studio dashboard
• Standard Operating Procedures with video documentation
• FDA/FTC compliance review of all marketing materials

Cancellation Terms

• Provide 30-day written notice via email to privacy@exitstrategyads.com
• Must pay for one FULL billing cycle from the date of cancellation notice
• No proration — if canceling mid-month, Client pays through end of current month PLUS next full month
• No early termination fees or penalties beyond the required billing cycle
• Receive all assets per Freedom First Guarantee within 15 business days after effective termination date

Estimated Year 1 Investment: ~$93,100 (assuming $10,000/month ad spend: $7,500 setup + $66,000 management + $14,400 ad spend fees)

4.3 Accelerator Partnership Program

Ideal For: Brands committed to long-term DTC growth who want lower fees and enhanced deliverables.

Pricing Structure

• Setup Fee: $7,500 (100% WAIVED—$25,500 total value waived annually)
• Year 1 Payment: $48,000 paid annually in advance ($4,000/month equivalent)
• Year 2+ Payment: $4,000/month paid monthly (keeps Accelerator Partner status)
• Ad Spend Fee Year 1: 9% of monthly Google Ads spend (invoiced monthly in arrears)
• Ad Spend Fee Year 2+: 7% of monthly Google Ads spend (reduced rate for continued partnership)
• Commitment: Month-to-month with 30-day notice (Year 1 requires annual prepayment; Year 2+ converts to monthly billing at Accelerator rates)

Savings vs. Monthly Program (When Full 12 Months Completed)

• $18,000 in reduced management fees ($1,500/month × 12 months)
• $7,500 waived setup fee
• Total Annual Savings: $25,500 (only fully realized if Client completes 12 months)

Enhanced Deliverables

• 10 conversion-optimized landing pages (2× Monthly Program)
• 20+ email automation flows (2× Monthly Program)
• Complete Google Ads campaigns
• Server-side tracking setup (GTM, GA4, ≥95% accuracy)
• Custom Looker Studio dashboard with advanced segmentation
• Comprehensive SOPs with video documentation
• Priority support and optimization
• FDA/FTC compliance review of all marketing materials

Cancellation Terms

• Provide 30-day written notice via email at any time (month-to-month flexibility)
• Effective termination: End of current billing cycle
• If canceling before 12 months from start date, Client repays discounts not earned
• Client receives all completed assets per Freedom First Guarantee within 15 business days

Estimated Year 1 Investment: ~$58,800 (assuming $10,000/month ad spend: $0 setup + $48,000 management paid upfront + $10,800 ad spend fees paid monthly)

4.4 Skin-in-the-Game Partnership Program

Ideal For: Brands seeking proof-of-concept before paying full rates, willing to share profit upside.

Stage 1: Proof Phase (Months 1-6)

• Setup Fee: $10,000 (one-time, non-refundable, covers infrastructure buildout)
• Monthly Management Fee: $5,500/month (100% WAIVED for 6 months = $33,000 waived)
• Ad Spend Fee: 0% (Client pays Google directly, no markup)
• Performance Fee: 30% of incremental DTC profit above baseline (only when profitable)
• Minimum Commitment: 6 months

Stage 2: Scale Phase (Month 7 onward)

• Monthly Management Fee: $5,500/month (standard rate resumes)
• Ad Spend Fee: 9% of monthly Google Ads spend
• Performance Fee: 30% of incremental DTC profit continues OR transition to standard Accelerator terms (Client's choice)
• Commitment: Month-to-month flexibility

ESA's Financial Risk

• $33,000 in waived management fees during Stage 1
• $0 ad spend fees during Stage 1
• Complete infrastructure buildout at ESA's expense
• Only earns when Client's DTC channel becomes profitable

Incremental DTC Profit Calculation

Profit = (Current Month DTC Revenue) − (All DTC Costs) − (Baseline)

Components:

• DTC Revenue: Total Shopify sales for the month
• DTC Costs: Product cost + ad spend + shipping + platform fees + payment processing fees
• Baseline: Average monthly DTC revenue for 3 months prior to engagement (if applicable)

Early Termination Terms (Before Month 6)

If Client cancels before completing Month 6, Client pays back waived management fees:

Formula: $5,500 × (remaining months including current month)

Notes:

• No ad spend fees charged on early exit (Stage 1 = 0% ad spend fee)
• Client keeps all assets per Freedom First Guarantee
• $10,000 setup fee is non-refundable in all circumstances

4.5 Minimum Qualifications (All Programs)

To be eligible for any Exit Strategy Ads program, Client must meet ALL of the following requirements:

Revenue & Platform

• Current monthly sales: $50,000–$500,000/month
• Shopify store (existing OR committed to launch within 30 days of contract signing)
• Minimum $8,000/month Google Ads budget commitment

Compliance & Product Category

• No active FDA/FTC warning letters or enforcement actions
• Product category: Dietary supplements, health products, or wellness products
• 90-day minimum inventory supply on hand

Documentation

• Valid GMP certifications (21 CFR 111 for Dietary Supplements and/or 21 CFR 117 for Food Safety)
• Product testing from approved third parties (NSF, Eurofins, or UL Solutions)
• Substantiation documentation for all structure/function claims
• Active product liability insurance

5. The Three Core Guarantees

5.1 Guarantee #1: The 3:1 ROAS Performance Guarantee

Applicable To: Monthly Partnership and Accelerator Partnership programs only.

The Promise

Exit Strategy Ads guarantees achieving 3:1 ROAS (Return on Ad Spend) within the first 90 days of campaign launch. If this target is not achieved, ESA will waive management fees for Months 4 and 5.

Our Financial Risk

• Accelerator Program: $8,000 in waived fees (2 months × $4,000)
• Monthly Program: $11,000 in waived fees (2 months × $5,500)
• Note: Ad spend continues normally; only management fees are waived

Measurement Methodology

• Formula: ROAS = Shopify Revenue ÷ Google Ads Spend
• Attribution Window: 30-day click (industry standard)
• Measurement Period: Days 1–90 from campaign launch date
• Source of Truth: Shopify admin dashboard revenue data
• Tracking Requirements: Server-side GTM and GA4 tracking with ≥95% accuracy verified within first 30 days

Client Requirements for Guarantee Validity

To maintain guarantee protection, Client must:

1. Maintain minimum $8,000/month Google Ads budget throughout 90-day period
2. Provide Shopify admin access within 7 business days of contract signing
3. Approve tracking implementation within 30 days of proposal
4. Prevent inventory stockouts exceeding 7 consecutive days
5. Approve deliverables within 48 hours (maximum 2 revision rounds)
6. Attend all weekly strategy calls during Month 1 (maximum 1 missed call allowed)
7. Do not modify campaigns, landing pages, or tracking without ESA approval

What Voids the Guarantee

The 3:1 ROAS Performance Guarantee becomes void if any of the following occur:

• Google Ads account suspension not caused by ESA
• Shopify platform downtime exceeding 48 consecutive hours
• Product stockouts exceeding 7 consecutive days
• FDA or FTC enforcement action against Client's products or claims
• Unauthorized changes to tracking pixels, campaigns, or landing pages
• Client misses 2 or more scheduled strategy calls in Month 1
• Client fails to approve deliverables within 48 hours after 2nd revision round
• Force majeure events (natural disasters, pandemics, government-mandated shutdowns)

5.2 Guarantee #2: The 90-Day Infrastructure Delivery Guarantee

Applicable To: All programs (Monthly, Accelerator, and Skin-in-the-Game), but with different remedies based on program structure.

The Promise

Exit Strategy Ads guarantees delivery of complete DTC infrastructure within 90 days of campaign launch.

For Monthly & Accelerator Programs:

• ESA will waive management fees for Months 4 and 5
• Accelerator: $8,000 in waived fees (2 months × $4,000)
• Monthly: $11,000 in waived fees (2 months × $5,500)

For Skin-in-the-Game Program:

• ESA continues working at $0/month until infrastructure is complete
• Stage 2 transition clock does NOT start until infrastructure is delivered
• No additional penalty needed—ESA already working for free

Complete Infrastructure Includes

• Landing Pages: 5 (Monthly), 10 (Accelerator), 10 (Skin-in-the-Game)
• Email/SMS Automations: 10+ flows (Monthly), 20+ flows (Accelerator/Skin-in-the-Game)
• Google Ads Campaigns: Search, Shopping, Performance Max minimum
• Tracking: Server-side GTM, GA4 with ≥95% accuracy
• Retargeting: Audience lists and campaigns
• Dashboards: Custom Looker Studio with ≥10 key metrics
• Documentation: Comprehensive SOPs with video walkthroughs
• Compliance: Full FDA/FTC review of all materials

Quality Standards

• PageSpeed score 90+ (mobile and desktop)
• Mobile-responsive design on all devices
• FDA/FTC compliant copy (no prohibited disease claims)
• Comprehensive documentation and training materials

Timeline Extensions (Day-for-Day)

The 90-day delivery deadline extends on a day-for-day basis if:

• Asset delivery from Client exceeds 7 business days from request
• Client approvals exceed 48 hours from submission
• Platform access provision exceeds 7 business days from request
• Revision requests exceed 2 rounds per deliverable
• Client-requested scope changes (timeline adjusted by mutual agreement)

5.3 Guarantee #3: The Freedom First Guarantee

Applicable To: All programs (Monthly, Accelerator, and Skin-in-the-Game).

The Promise

Exit Strategy Ads guarantees month-to-month flexibility (Monthly Program), transparent cancellation terms (Accelerator/Skin-in-the-Game), and Client ownership of 100% of assets created—regardless of when Client cancels.

Assets Client Owns Permanently

Upon any termination of services, Client receives and retains permanent ownership of:

• Landing Pages: Complete source files (HTML, CSS, JavaScript), all copy and content
• Email/SMS Templates: All sequence templates, automation flow diagrams, ESP-compatible formats
• SOPs: Complete documentation, video walkthroughs, campaign management guides
• Analytics: Looker Studio dashboards transferred to Client's Google account
• Creative Assets: Ad copy, creative briefs, source files
• Campaign Data: Audience lists, campaign documentation, keyword research

Asset Delivery Process

1. Client provides written cancellation notice
2. Final invoice generated for remaining obligations
3. Asset handoff call scheduled within 5 business days
4. All assets transferred via secure file sharing or direct platform transfers
5. Complete delivery within 15 business days of effective termination date
6. ESA revokes platform access after delivery confirmation
7. ESA deletes proprietary client data within 30 days

6. Payment Terms

6.1 Invoicing Schedule

Setup Fee

• Due upon contract signing, before any work begins
• One-time, non-refundable charge
• Payment required to initiate engagement

Monthly Management Fee

• Monthly Program: Recurring charge due on 1st of each month
• Accelerator Program: Annual payment of $48,000 due upfront (paid once annually in advance)
• Skin-in-the-Game Stage 2: Recurring charge due on 1st of each month

Ad Spend Fee

• Invoiced monthly in arrears (charged after ad spend occurs)
• Based on actual ad spend from prior calendar month
• Due within 15 days of invoice date

Performance Fee (Skin-in-the-Game Only)

• Invoiced quarterly in arrears
• Based on actual incremental DTC profit above baseline
• Due within 15 days of invoice date

6.2 Accepted Payment Methods

• Credit Card (via Stripe): Preferred method, automatic recurring billing available
• ACH Bank Transfer: Processing time 5-7 business days
• Wire Transfer: Available for payments >$5,000, client responsible for wire fees

6.3 Late Payment Terms

• Grace Period: 5 calendar days from due date (no penalties)
• After 5 Days: Late fee of 1.5% monthly interest (18% APR) on unpaid balance
• After 15 Days: Services suspended until payment received
• After 30 Days: Contract termination process initiated, account referred to collections

6.4 Refund Policy

• Setup Fees: Non-refundable in all circumstances
• Monthly Management Fees: Non-refundable for services already rendered; refundable per guarantee terms only
• Ad Spend Fees: Non-refundable in all circumstances
• Performance Fees: Non-refundable (based on actual profit delivered)

7. Intellectual Property Rights

7.1 Client-Owned Property

Client retains full ownership of all brand assets, customer data, product formulations, supplier relationships, and pre-existing intellectual property.

7.2 ESA-Created Deliverables

Upon full payment of all fees owed, Client receives permanent, non-exclusive ownership of all landing pages, email/SMS templates, ad copy, SOPs, and dashboards created specifically for Client.

License Terms

• Perpetual (no expiration)
• Non-exclusive (ESA may use similar frameworks for other clients)
• Transferable (Client may use with future agencies)
• Worldwide (no geographic restrictions)

7.3 ESA Proprietary Property

Exit Strategy Ads retains exclusive ownership of proprietary methodologies, internal tools, pre-existing templates, and generic training materials.

7.4 Portfolio and Marketing Rights

ESA may showcase Client's work in portfolio and case studies (anonymized metrics unless Client grants permission). Named case studies and specific revenue figures require explicit written consent. Client may request removal from ESA portfolio at any time.

8. Compliance & Legal Responsibilities

8.1 FDA/FTC Compliance Obligations

Client's Primary Responsibility: Client acknowledges that compliance with FDA and FTC regulations is ultimately Client's responsibility, not ESA's.

ESA's Compliance Support Role: Review of ad copy for prohibited claims, identification of high-risk language, implementation of required disclaimers, and guidance on best practices.

What ESA Does NOT Provide: Legal advice, guarantee that materials won't be challenged, substantiation documentation, product testing, or defense in enforcement proceedings.

8.2 Prohibited Disease Claims

Client agrees that all marketing materials will comply with FDA regulations prohibiting disease claims. Products cannot claim to diagnose, cure, mitigate, treat, or prevent any disease.

8.3 Required FDA Disclaimer

This disclaimer MUST appear on all supplement marketing materials including Google Ads (in ad copy or landing page), all landing pages, all email marketing messages, and anywhere health benefits are discussed.

8.4 Indemnification

Client Indemnifies ESA: Client agrees to indemnify ESA from claims arising from false product claims, FDA/FTC enforcement actions, intellectual property infringement, platform policy violations, and third-party claims arising from Client's products.

ESA Indemnifies Client: ESA agrees to indemnify Client from claims arising from copyright infringement in ESA-created content, policy violations caused solely by ESA, and data breaches caused by ESA's negligence.

9. Limitation of Liability

9.1 Maximum Liability Cap

Exit Strategy Ads' total aggregate liability shall not exceed the total fees paid by Client to ESA in the six (6) months immediately preceding the event giving rise to liability.

9.2 Excluded Damages

ESA IS NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, INCENDENTAL, PUNITIVE, OR SPECIAL DAMAGES INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION.

Exception: The exclusions above do not apply to damages caused by ESA's gross negligence, fraud, or willful misconduct.

9.3 Third-Party Platform Failures

ESA is not liable for damages caused by third-party platforms including Google Ads outages, Shopify downtime, email/SMS provider issues, or analytics platform failures.

9.4 No Guarantee of Specific Results

Except for the Three Core Guarantees in Section 5, ESA makes no warranties about specific ROAS, revenue, profit, traffic levels, or customer acquisition costs.

10. Confidentiality

10.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is marked as confidential or reasonably should be understood to be confidential.

10.2 Obligations

Both parties agree to maintain confidentiality, use information solely for Agreement purposes, not disclose to third parties without consent, protect information with reasonable care, and limit access to those with need to know.

10.3 Duration

Confidentiality obligations survive termination for three (3) years from disclosure date. Trade secrets remain confidential indefinitely. Client's customer data remains confidential indefinitely.

11. Term & Termination

11.1 Initial Term

• Monthly Partnership: Month-to-month, continues until terminated
• Accelerator Partnership: Month-to-month with annual prepayment; early cancellation receives refund minus earned discounts
• Skin-in-the-Game: Stage 1 is 6 months minimum; Stage 2 is month-to-month

11.2 Termination by Client

Monthly Partnership Program

• Provide 30-day written notice via email
• Must pay for one FULL billing cycle from cancellation notice date
• No proration — if canceling mid-month, pay through end of current month PLUS next full month
• Example: Notice on January 15 → Service through February 28 → Effective termination February 28

Accelerator Partnership Program

• Provide 30-day written notice at any time
• If canceling before 12 months: receive refund minus earned discounts
• Discount reclamation includes: monthly rate difference ($1,500/month), waived setup fee ($7,500), ad spend fee difference (3% of total spend)

Skin-in-the-Game Partnership Program

• Before Month 6: Pay $5,500 × remaining months including current month
• After Month 6: Month-to-month cancellation with 30-day notice, no penalties
• $10,000 setup fee is non-refundable in all circumstances

11.3 Termination by ESA

For Cause (Immediate): Non-payment >30 days, material breach not cured within 15 days, unauthorized campaign changes, fraudulent activity, FDA/FTC enforcement action, or abusive behavior toward staff.

Without Cause: 30-day written notice, prorated refund of current month's prepaid fees, all assets delivered per Freedom First Guarantee.

11.4 Effects of Termination

• All unpaid invoices become immediately due
• Asset delivery within 15 business days per Freedom First Guarantee
• ESA deletes proprietary Client data within 30 days
• Confidentiality, IP rights, indemnification, and dispute resolution provisions survive termination

12. Warranties & Disclaimers

12.1 ESA's Limited Warranties

Exit Strategy Ads warrants that services will be performed professionally, deliverables will be free from material defects for 30 days, personnel are qualified, and ESA will comply with applicable laws.

12.2 Client's Warranties

Client warrants authority to enter Agreement, product compliance with FDA/FTC regulations, accuracy of provided information, ownership of intellectual property, and adequate claim substantiation.

12.3 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS WARRANTIES IN SECTION 12.1, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. ESA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Force Majeure

13.1 Definition

Neither party is liable for failure or delay caused by events beyond reasonable control including natural disasters, pandemics, government actions, infrastructure failures, or civil unrest.

13.2 Notification

Affected party must notify the other within 5 business days and provide status updates every 14 days during the event.

13.3 Extended Force Majeure (>60 Days)

If Force Majeure prevents performance for more than 60 consecutive days, either party may terminate with no penalties. Setup fees remain non-refundable. Guarantee periods extend day-for-day.

14. Dispute Resolution

14.1 Good Faith Negotiation (Mandatory First Step)

Before formal proceedings, parties must attempt resolution through good faith negotiation: written dispute notice, senior representative meeting within 15 business days, and 30-day negotiation period.

14.2 Mediation (Optional)

If negotiation fails, parties may agree to mediation under AAA Commercial Mediation Procedures. Costs split 50/50. Mediation is non-binding.

14.3 Binding Arbitration

Unresolved disputes shall be determined by binding arbitration governed by the Federal Arbitration Act, conducted under AAA Commercial Arbitration Rules, with one neutral arbitrator in Osceola County, Florida.

14.4 Exceptions to Arbitration

• Injunctive relief for confidentiality or IP breaches may be sought in court
• Claims for unpaid fees less than $10,000 may be pursued in Small Claims Court

14.5 Class Action Waiver

ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.6 Governing Law and Venue

This Agreement is governed by Florida law. Exclusive venue for court proceedings is Osceola County, Florida. Both parties consent to personal jurisdiction in Florida courts.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any signed Service Proposal, Privacy Policy, and written amendments, constitute the entire agreement and supersede all prior agreements.

15.2 Amendments

No amendment is effective unless in writing and signed by both parties. ESA may modify Terms for future clients with 30-day advance notice to existing clients.

15.3 Assignment

Client may not assign without ESA's consent. ESA may assign to affiliates, successors, or acquiring entities with 30-day notice to Client.

15.4 Severability

If any provision is held invalid, it shall be modified to the minimum extent necessary. Remaining provisions remain in full force.

15.5 Waiver

Failure to enforce any provision does not constitute waiver. Written waiver is required. Waiver on one occasion does not apply to future occasions.

15.6 Notices

All notices must be in writing. Email notices are effective upon sending during business hours. Certified mail is effective 3 business days after deposit.

To Exit Strategy Ads:
4077 Malawi Trl, Saint Cloud, FL 34772
Email: privacy@exitstrategyads.com

15.7 Relationship of Parties

ESA and Client are independent contractors. Nothing creates employment, partnership, joint venture, or agency relationship. Neither party has authority to bind the other.

15.8 Survival

Payment Terms, IP Rights, Compliance/Indemnification, Limitation of Liability, Confidentiality (3 years), and Dispute Resolution provisions survive termination.

15.9 Electronic Signatures

Electronic signatures (DocuSign, Adobe Sign, or similar) have the same legal effect as handwritten signatures. Parties consent to electronic transactions.

16. Acknowledgment and Acceptance

By signing below, clicking "I Accept," making a payment, or providing platform access to Exit Strategy Ads, Client acknowledges and agrees that:

1. Client has read and understands these Terms and Conditions in their entirety
2. Client has had opportunity to review these Terms with legal counsel
3. Client voluntarily agrees to be bound by these Terms
4. Client warrants authority to enter into this Agreement on behalf of its company or entity
5. Client agrees to the dispute resolution provisions including binding arbitration and class action waiver
6. Client understands the limitations of liability and disclaimers of warranties