STATUS  DRAFT — PENDING REVIEW BY COUNSEL. THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY AN ATTORNEY AND MAY CHANGE.

1. Agreement to These Terms

These Terms of Service ("Terms") govern your use of the website spmstrategies.com (the "Site") and the services provided by SPM Strategies, LLC ("SPM Strategies," "we," "us," or "our"), a Virginia limited liability company based in Fairfax, Virginia. By accessing the Site or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use the Site or our services.

If we execute a separate written agreement, proposal, or statement of work with you, the terms of that document control to the extent they conflict with these Terms.

2. Services

SPM Strategies provides digital and AI services for political organizations and small businesses, including:

  • AI engineering — custom automation, AI-driven systems, and production AI infrastructure
  • Websites — design, development, hosting coordination, and ongoing management
  • Digital advertising — campaign strategy, creative, placement, and management
  • Analytics — measurement, dashboards, and reporting

The specific scope, deliverables, timeline, and fees for any engagement are defined in the applicable proposal, statement of work, or order. We may use third-party platforms and providers (for example, hosting, analytics, advertising, and email platforms) in delivering the services.

3. Fees and Payment

  • Fees are stated in the applicable proposal, statement of work, subscription, or invoice.
  • Unless otherwise agreed in writing, invoices are due upon receipt. Recurring services are billed in advance on the agreed billing cycle.
  • Third-party costs (such as advertising spend, domain registration, and platform fees) are the client's responsibility unless the engagement states otherwise.
  • We may suspend services for accounts with overdue balances after reasonable notice.
  • Except where required by law or expressly stated in an engagement, fees paid are non-refundable.

4. Client Responsibilities

You agree to:

  • Provide timely access to the content, credentials, accounts, and approvals reasonably needed to perform the services
  • Ensure that materials you supply do not infringe any third party's rights and comply with applicable law
  • Review deliverables and provide feedback or approvals within a reasonable time
  • Comply with all laws applicable to your organization — including, for political clients, applicable campaign finance, disclaimer, and communications regulations. You are responsible for the legal compliance of your own campaign or business activities.

5. Intellectual Property and Ownership

  • Client materials. You retain all rights to the content, trademarks, and data you provide to us.
  • Deliverables. Upon full payment, you own the final deliverables created specifically for you under an engagement (for example, your website content and creative), except as stated below.
  • Our tools. We retain all rights to our pre-existing and independently developed materials — including our platforms, frameworks, templates, code libraries, automation systems, and know-how. Where deliverables incorporate these, you receive a non-exclusive license to use them as part of the deliverables for your own purposes.
  • Portfolio use. Unless you tell us otherwise in writing, we may identify you as a client and describe the category of work performed. We will not publish confidential details without your consent.

6. Acceptable Use

You may not use the Site or our services to:

  • Violate any applicable law or regulation
  • Infringe the intellectual property, privacy, or publicity rights of others
  • Transmit malware, interfere with the Site's operation, or attempt unauthorized access to any system
  • Distribute deceptive, defamatory, or unlawfully discriminatory content

We may decline or discontinue work that we reasonably believe violates law, platform policies, or these Terms.

7. Third-Party Platforms

Our services often depend on third-party platforms (such as advertising networks, hosting providers, analytics services, and email providers). We do not control those platforms, and we are not responsible for their availability, policy changes, pricing changes, or actions (including account suspensions) that affect your campaigns or properties. We will make reasonable efforts to work within and adapt to platform requirements.

8. Confidentiality

Each party agrees to protect the other's non-public information received in connection with an engagement, to use it only for purposes of the engagement, and not to disclose it to third parties except as required by law or with consent.

9. Disclaimers

Except as expressly stated in a written engagement, the Site and services are provided "as is" and "as available." We do not warrant that the Site or services will be uninterrupted or error-free, and we do not guarantee specific outcomes — including election results, advertising performance, search rankings, lead volume, or revenue. Marketing and AI systems operate in environments we do not fully control, and results vary. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

To the fullest extent permitted by law: (a) neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility; and (b) SPM Strategies' total aggregate liability arising out of or relating to the Site, the services, or these Terms will not exceed the amounts you paid to us for the services giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law.

11. Indemnification

You agree to indemnify and hold harmless SPM Strategies and its members, officers, and contractors from claims, damages, and expenses (including reasonable attorneys' fees) arising from materials you provide, your business or campaign activities, or your breach of these Terms. We agree to indemnify you against third-party claims that deliverables we originally created for you infringe a third party's intellectual property rights, excluding materials you supplied or third-party components.

12. Term, Termination, and Suspension

  • Engagement-specific term and termination provisions are stated in the applicable proposal or statement of work.
  • Either party may terminate an engagement for material breach if the breach is not cured within fifteen (15) days of written notice.
  • Upon termination, you are responsible for fees for services performed and non-cancelable third-party costs incurred through the effective date of termination.
  • Sections that by their nature should survive (including ownership, confidentiality, disclaimers, limitation of liability, and governing law) survive termination.

13. Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. The state and federal courts located in Fairfax County, Virginia will have exclusive jurisdiction over any dispute arising out of these Terms or the services, and each party consents to venue there. The prevailing party in any action to enforce these Terms is entitled to recover reasonable attorneys' fees and costs.

14. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date. Continued use of the Site or services after changes take effect constitutes acceptance of the revised Terms.

15. Contact

Questions about these Terms: