Terms of Service

Effective Date: January 1, 2026 · Last Updated: January 1, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ZeroFTE LLC ("ZeroFTE," "we," "our," or "us") governing your access to and use of our website at zerofte.com and our AI-native performance marketing services.

By using our website or engaging ZeroFTE for services, you agree to be bound by these Terms. If you do not agree, you must not use our services.

1. Scope of Services

1.1 Services Offered

ZeroFTE provides AI-native performance marketing services for e-commerce businesses, including but not limited to:

• Google Ads campaign strategy, setup, management, and optimization
• Meta Ads (Facebook and Instagram) campaign strategy, setup, management, and optimization
• Ad copywriting and creative direction
• Audience research and targeting strategy
• Campaign performance reporting and analytics
• Free initial ad account audits (as described on our website)

1.2 Service Engagement

The specific scope, deliverables, timelines, and fees for your engagement will be detailed in a separate Service Agreement or Statement of Work ("SOW") entered into between you and ZeroFTE. These Terms govern all such engagements and are incorporated into any SOW by reference.

1.3 Free Audits

Free ad audits provided by ZeroFTE are informational and non-binding. ZeroFTE makes no guarantees that findings in a free audit will translate to specific results if you engage our full services.

2. Client Responsibilities

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

• Provide accurate, complete, and timely information about your business, products, and advertising goals
• Grant ZeroFTE necessary access to your advertising accounts (Google Ads, Meta Business Manager) as required for service delivery
• Review and approve campaign strategies, ad copy, and creative materials within agreed timelines
• Ensure your business, products, and advertising content comply with Google, Meta, and all applicable platform policies
• Make timely payment for all services rendered per the agreed terms
• Designate a primary contact responsible for approvals and communication

3. Payment Terms

3.1 Fees

Service fees are as specified in your SOW or agreed upon in writing. Fees are exclusive of applicable taxes unless otherwise stated. Ad spend (the budget invested directly in Google Ads or Meta Ads) is separate from ZeroFTE management fees and is your direct responsibility.

3.2 Billing Cycle

Unless otherwise agreed in your SOW, management fees are billed monthly in advance. Invoices are due within 14 days of the invoice date.

3.3 Late Payments

Invoices not paid within the due date may incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower). ZeroFTE reserves the right to pause or suspend services for accounts with outstanding balances of more than 14 days.

3.4 Refunds

Given the nature of performance marketing services, fees for work already performed are non-refundable. Ad spend invested in platforms on your behalf is not refundable by ZeroFTE — any refund of unused ad budget is governed by the respective platform's policies.

3.5 Price Changes

ZeroFTE reserves the right to update pricing with at least 30 days' written notice. Price changes will not affect the current term of an active SOW.

4. Term and Termination

4.1 Term

Services commence on the start date specified in the SOW and continue month-to-month unless a fixed term is agreed upon.

4.2 Termination by Client

You may terminate services at any time with 30 days' written notice. You remain responsible for all fees incurred through the end of the notice period.

4.3 Termination by ZeroFTE

ZeroFTE may terminate or suspend services immediately if:

• You breach these Terms or your SOW and fail to cure the breach within 7 days of written notice
• Payment is overdue by more than 30 days
• Your advertising activities violate platform policies or applicable law
• Continuing the engagement would expose ZeroFTE to legal or reputational risk

4.4 Effect of Termination

Upon termination, ZeroFTE will provide reasonable assistance transitioning campaign management back to you or to another provider. Any unpaid fees become immediately due.

5. Intellectual Property

5.1 Client Materials

You retain all ownership of your brand assets, product information, existing creative materials, and advertising account data. You grant ZeroFTE a limited, non-exclusive license to use these materials solely to perform the contracted services.

5.2 Deliverables

Upon full payment of all applicable fees, ZeroFTE assigns to you ownership of deliverables created specifically for your campaigns (ad copy, creative briefs, campaign structures) to the extent such deliverables do not incorporate ZeroFTE's proprietary frameworks, templates, or AI tooling.

5.3 ZeroFTE Proprietary Technology

ZeroFTE's AI systems, optimization models, internal tooling, processes, methodologies, and frameworks remain the exclusive property of ZeroFTE. Nothing in these Terms transfers ownership of ZeroFTE's underlying technology to you.

5.4 Portfolio and Case Studies

ZeroFTE may reference your business as a client and describe general results in marketing materials, case studies, or portfolio content, unless you request otherwise in writing.

6. Confidentiality

Each party agrees to keep the other's confidential business information, strategies, pricing, and proprietary data confidential and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of the agreement for a period of two (2) years.

7. Performance and Results

ZeroFTE uses AI and industry best practices to optimize advertising performance. However, advertising results depend on many factors outside our control, including platform algorithms, market competition, your product quality, pricing, and website conversion rates.

ZeroFTE does not guarantee specific advertising results, ROAS targets, revenue outcomes, or campaign performance metrics. Past results for other clients are not indicative of future results for your campaigns.

8. Limitation of Liability

8.1 Disclaimer of Warranties

Services are provided "as is" and "as available." ZeroFTE disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 Limitation of Damages

To the maximum extent permitted by law, ZeroFTE shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, arising from or related to these Terms or the services, even if ZeroFTE has been advised of the possibility of such damages.

8.3 Cap on Liability

ZeroFTE's total cumulative liability to you for any claim arising from these Terms or the services shall not exceed the total fees paid by you to ZeroFTE in the three (3) months immediately preceding the event giving rise to the claim.

8.4 Platform Liability

ZeroFTE is not responsible for decisions, policy changes, account suspensions, or actions taken by Google, Meta, or any other third-party advertising platform. We will use reasonable efforts to help resolve platform issues on your behalf but cannot guarantee outcomes.

9. Indemnification

You agree to indemnify, defend, and hold harmless ZeroFTE and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your advertising content violating third-party rights or applicable law; (c) your business operations; or (d) your misuse of the services.

10. Acceptable Use

You agree not to use ZeroFTE's services to:

• Advertise products or services that are illegal or prohibited by Google or Meta policies
• Engage in deceptive advertising, false claims, or misleading representations
• Infringe the intellectual property rights of any third party
• Violate any applicable local, national, or international law or regulation

ZeroFTE reserves the right to refuse or terminate services if your advertising content violates this section, without liability to you.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising under these Terms shall first be attempted to be resolved through good-faith negotiation. If not resolved within 30 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in English.

Class action waiver: You waive any right to participate in a class action lawsuit or class-wide arbitration against ZeroFTE.

12. Modifications to Terms

ZeroFTE reserves the right to update these Terms at any time. We will notify you of material changes by updating the "Last Updated" date and, for active clients, by email. Continued use of services after changes take effect constitutes acceptance of the revised Terms.

13. General Provisions

• Entire Agreement: These Terms, along with any applicable SOW, constitute the entire agreement between you and ZeroFTE regarding the services.
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force.
• Waiver: Failure by ZeroFTE to enforce any right under these Terms does not constitute a waiver of that right.
• Assignment: You may not assign your rights or obligations under these Terms without ZeroFTE's prior written consent. ZeroFTE may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party shall be liable for delays or failures caused by events beyond their reasonable control.

14. Contact Us

For questions, concerns, or legal notices related to these Terms, please contact us: