Terms of Service

Skale Strategy provides ecommerce management, digital advertising, and marketing services. Depending on your service agreement, our work may include any combination of the following:

• Amazon Marketplace Management: Account health monitoring, catalog management, inventory planning support, and day-to-day operational oversight of your Amazon Seller Central or Vendor Central account.
• Amazon Advertising: Strategy, setup, optimization, and reporting for Amazon PPC (Sponsored Products, Sponsored Brands, Sponsored Display) and Amazon DSP (Demand-Side Platform) campaigns.
• Google Ads Management: Campaign strategy, setup, optimization, and reporting for Google Search, Shopping, Display, Performance Max, and YouTube advertising campaigns, including access to client accounts via the Google Ads API for reporting and campaign management.
• Meta Ads Management: Campaign strategy, setup, optimization, and reporting for advertising on Facebook and Instagram.
• TikTok Ads Management: Campaign strategy, setup, optimization, and reporting for TikTok advertising including In-Feed ads, Spark Ads, and TikTok Shop campaigns.
• Website SEO: Technical SEO audits, on-page optimization, content strategy, blog content creation, keyword research, link building strategy, and organic search performance reporting.
• Amazon SEO and Listing Optimization: Keyword research, search ranking strategy, product listing copywriting, A+ Content and Brand Story creation, and ongoing listing performance analysis.
• Affiliate Program Management: Affiliate network setup and management, partner recruitment, commission structure optimization, and performance tracking and reporting.
• Creative Services: Product photography direction, graphic design for listings and storefronts, video production support, and brand asset development.
• Ecommerce Operations Management: Supply chain coordination support, FBA and FBM logistics guidance, case management with Amazon support, compliance monitoring, and general ecommerce operations consulting.

The specific services included in your engagement will be defined in your signed service agreement or statement of work. Services not explicitly included in your agreement are outside the scope of our obligation.

To allow us to deliver our services effectively, you agree to:

• Provide accurate and timely access to your Amazon Seller Central, Vendor Central, advertising accounts, and any other relevant platform accounts required for the services.
• Respond to requests for approvals, feedback, and information within reasonable timeframes. Delays in your responses may impact campaign performance and project timelines.
• Supply truthful, complete, and up-to-date information about your products, pricing, inventory levels, and business operations.
• Ensure that all products and content you ask us to promote comply with applicable laws, regulations, and the terms of service of the platforms on which they are sold or advertised.
• Maintain valid payment methods and keep your advertising budgets funded as agreed upon in your service agreement.

You are solely responsible for the products you sell, their safety, their regulatory compliance, and the accuracy of any claims made about them. Skale Strategy is not liable for issues arising from product defects, regulatory violations, or inaccurate information provided by you.

Our services are performed on and through third-party platforms, including but not limited to Amazon (Seller Central, Vendor Central, Amazon Advertising, Amazon DSP), Google Ads, and Meta (Facebook and Instagram). Each of these platforms has its own terms of service, policies, and guidelines that govern their use.

You acknowledge and agree that:

• Skale Strategy does not own, operate, or control any of these third-party platforms.
• Platform policies, algorithms, features, fees, and functionality may change at any time without notice from us. These changes can affect campaign performance, account standing, and the availability of certain strategies or tactics.
• We are not responsible for platform outages, policy changes, account suspensions initiated by the platform, algorithm updates, or any other actions taken by a third-party platform.
• We will use commercially reasonable efforts to adapt our strategies when platform changes occur, but we cannot guarantee specific outcomes on platforms we do not control.
• You are responsible for maintaining your own compliance with each platform's terms of service. While we will flag potential compliance issues when we identify them, the ultimate responsibility for compliance remains with you.

Fees for our services are outlined in your signed service agreement. Unless otherwise specified:

• Management fees are billed monthly in advance and are due upon receipt of invoice.
• Advertising spend budgets are separate from management fees. You are responsible for funding your own advertising accounts directly with the relevant platforms (Amazon, Google, Meta, etc.).
• If a performance-based or percentage-of-spend fee structure applies, the specific terms will be defined in your service agreement.
• Late payments may result in a suspension of services until the outstanding balance is resolved. We reserve the right to pause campaign management and optimization if invoices remain unpaid for more than 15 days past due.
• All fees are non-refundable once the billing period has begun, except as otherwise stated in your service agreement.

Both parties agree to keep confidential any proprietary or sensitive information shared during the course of the engagement. This includes, but is not limited to:

• Business strategies, financial data, sales figures, pricing structures, and supplier information shared by the Client.
• Proprietary methodologies, tools, processes, and strategic frameworks developed or used by Skale Strategy.
• Account credentials, API keys, and access tokens shared for the purpose of delivering services.

Neither party will disclose the other party's confidential information to any third party without prior written consent, except as required by law or as necessary to perform the agreed-upon services (for example, sharing relevant data with an authorized advertising platform).

Confidentiality obligations survive the termination of the service agreement for a period of two (2) years.

You acknowledge and agree that:

• No guaranteed results. Skale Strategy does not guarantee specific sales figures, revenue targets, advertising return on spend, search rankings, or any other particular business outcome. Past performance and case study results are not a guarantee of future performance.
• Market and platform factors. Performance depends on numerous factors outside our control, including market conditions, consumer demand, competition, product quality, pricing, inventory availability, platform algorithm changes, and seasonal trends.
• Advertising performance. While we apply proven optimization strategies and best practices, advertising campaign results vary based on budget, product category, competition, and platform dynamics. We cannot guarantee a specific cost-per-click, conversion rate, or return on ad spend.
• Maximum liability.To the fullest extent permitted by law, Skale Strategy's total liability for any claims arising out of or related to these Terms or our services will not exceed the total fees paid by you to Skale Strategy during the three (3) months immediately preceding the event giving rise to the claim.
• Exclusion of indirect damages. In no event will Skale Strategy be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data, regardless of the cause of action or the theory of liability.

Intellectual property rights related to our engagement are handled as follows:

• Client-owned work product. Content created specifically for your brand during the engagement, including product listing copy, A+ Content, images, and videos, is owned by you once all associated fees have been paid in full.
• Skale-owned tools and methods. Our proprietary tools, software, analytical frameworks, reporting templates, internal processes, and general strategic methodologies remain the intellectual property of Skale Strategy. We grant you no license or ownership interest in these assets.
• Reports and data. Performance reports, analytics summaries, and strategic recommendations provided to you during the engagement may be retained and used by you. However, these materials may not be resold, redistributed, or shared with competing agencies or consultants without our written consent.
• Your brand assets. You retain all rights to your trademarks, brand names, logos, and any pre-existing intellectual property. You grant Skale Strategy a limited, non-exclusive license to use these assets solely for the purpose of delivering the agreed-upon services.

Either party may terminate the service engagement under the following conditions:

• Notice period. Either party may terminate the agreement by providing written notice as specified in your service agreement. If no notice period is specified, a minimum of 30 days written notice is required.
• Termination for cause. Either party may terminate the agreement immediately if the other party materially breaches these Terms or the service agreement and fails to cure the breach within 15 days of receiving written notice of the breach.
• Effect of termination. Upon termination, Skale Strategy will cease all active management and optimization of your accounts. We will provide a reasonable transition period (typically 7 to 14 business days) to hand off access, deliver final reports, and document the current state of your campaigns.
• Outstanding payments. All fees for services rendered through the effective date of termination remain due and payable. Early termination does not entitle you to a refund of fees already paid for the current billing period.
• Account access. After termination, we will remove our access to your accounts within a reasonable timeframe. You are responsible for updating your own account credentials and access permissions.

We take data handling seriously. In the course of delivering our services, we may access and process data from your accounts, including sales data, advertising metrics, customer analytics (as provided by Amazon and other platforms), and account performance data.

We use this data solely for the purpose of delivering and improving the services outlined in your agreement. We do not sell your data to third parties.

For full details on how we collect, use, and protect personal information through our website and services, please refer to our Privacy Policy.

You are responsible for ensuring that your use of any customer data complies with all applicable privacy laws and the data usage policies of the platforms on which you operate.

These Terms are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms or our services will be resolved in the state or federal courts located in Cache County, Utah, and both parties consent to the personal jurisdiction of those courts.

We reserve the right to update or modify these Terms at any time. When we make changes, we will update the "Last updated" date at the top of this page. If we make material changes that affect your rights or obligations, we will make reasonable efforts to notify active clients through email or through your account manager.

Your continued use of our services after any changes to these Terms constitutes your acceptance of the updated Terms. If you do not agree with the changes, you may terminate your engagement in accordance with Section 8.