Terms and Conditions for Client Engagement

Last Updated: December 13, 2025

These Terms and Conditions (“Agreement”) govern all services provided by Sierra Marketing Partners, LLC, doing business as Hardware Store Marketing Experts (HSME). By signing a proposal, statement of work, or engaging HSME for services, the Client agrees to the following terms.

1. Engagement

Client engages Hardware Store Marketing Experts as an independent contractor to perform the services outlined in the corresponding proposal or statement of work (“Proposal”). Together, this Agreement and the Proposal form the complete and binding contract between the parties.

2. Term

This Agreement is effective upon acceptance by HSME and will remain in effect for one (1) full year (12 months) unless otherwise specified. After the initial term, services will continue month-to-month unless terminated in writing by either party.

HSME may terminate this Agreement immediately if:

Client fails to pay any fees when due,
Client ceases to cooperate or otherwise prevents HSME from performing its services, or
HSME discovers that Client is using its website or marketing channels for unlawful purposes.

3. Fees and Payment

All monthly or recurring fees are due in advance on the same calendar day each month as the contract start date. Example: if the Agreement is accepted on May 10, subsequent payments are due on June 10, July 10, etc.

Late Payments: Fees not received within ten (10) days of their due date will incur interest at 1.5% per month.
Non-Refundable: All fees are non-refundable once services are rendered or work has begun.
Price Changes: HSME reserves the right to adjust pricing with 45 days’ written notice.
Payment Method: Client authorizes automatic payment by card or ACH for all recurring invoices.

4. Design and Change Requests

Unless otherwise specified in the Proposal:

Client is entitled to up to three (3) design revisions for websites or creative assets.
Additional revisions are billed at $75/hour.
Major scope revisions exceeding 50% of the original project time or value will require a new Proposal and signed approval before work resumes.

5. Timing and Cooperation

HSME will make every reasonable effort to meet project timelines. Client agrees to review and approve deliverables promptly, providing clear feedback or written approval within the timeframe specified.

fAny delay caused by Client’s inaction, late feedback, or failure to provide materials may extend delivery timelines. Such delays are not considered a breach by HSME.

6. Client Authorization

Client grants HSME full authorization to:

Access, edit, and optimize Client’s website and marketing platforms as necessary;
Use Client’s brand assets (logos, images, trademarks, etc.) for the purpose of performing services;
Communicate with third-party vendors or platforms (e.g., Google, Meta, hosting providers) as needed to execute campaigns.

Client warrants that it owns or has permission to use all materials provided to HSME.

7. Tracking Numbers and Data Collection

Client consents to HSME’s use of tracking numbers, pixels, or other analytics tools on Client’s website, videos, or marketing campaigns.

All tracking data remains the property of HSME during the term of this Agreement and may be transferred to Client upon request once all outstanding balances are paid.

If Client fails to migrate hosting or tracking services within sixty (60) days of contract termination, HSME reserves the right to remove the website or tracking assets from its servers without liability.

8. Acknowledgments and Limitations

Client acknowledges that:

Search engines and social media platforms are third-party entities outside HSME’s control.
HSME cannot guarantee rankings, visibility, sales, or specific performance outcomes.
Results vary based on market conditions, competition, seasonality, and Client participation.
Unauthorized changes made by Client or third parties to websites, listings, or ad accounts may negatively impact performance.
“Force Majeure” events (e.g., internet outages, platform changes, strikes, natural disasters) release HSME from any liability for delays or non-performance.

9. Ownership of Work

All materials, strategies, and creative work produced by HSME remain its property until all fees are paid in full. Once payment is complete, Client receives a non-exclusive, royalty-free license to use the deliverables for its business. HSME retains the right to display non-confidential work for promotional purposes.

10. Confidentiality

HSME will treat all client data, marketing plans, and performance metrics as confidential. Client agrees not to disclose HSME’s strategies, pricing, or proprietary processes to any third party.

11. Disclaimers of Liability

HSME shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or business interruption. No warranties are expressed or implied regarding specific results or performance. HSME is not responsible for changes made by Client or third parties that affect campaign results or search performance.

12. Governing Law and Arbitration

This Agreement is governed by the laws of the State of Arizona. Any disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

All arbitration shall take place exclusively in Yavapai County, Arizona. The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys’ fees and costs.

13. Miscellaneous

This Agreement may not be assigned without written consent from HSME.
Failure by either party to enforce a term does not constitute a waiver of rights.
This Agreement, together with the Proposal, constitutes the entire agreement between the parties.
Any amendments must be made in writing and signed by both parties.
If any provision is found invalid, the remaining terms shall remain enforceable.
Signatures transmitted electronically or via email are deemed original and binding.

By signing or engaging services, Client acknowledges having read, understood, and agreed to these Terms and Conditions of Service. Sierra Marketing Partners, LLC dba Hardware Store Marketing Experts (HSME)

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