Terms of Service

1. Services

Shopiator LLC ("Shopiator," "we," "us," or "our") provides Google Ads campaign management and optimization services for ecommerce businesses ("Client," "you," or "your"). Our services include account auditing, campaign strategy and structure, bid management, feed optimization, performance reporting, budget leak detection, scaling recommendations, and ongoing campaign optimization across Shopping, Search, Performance Max, YouTube, Display, and Remarketing campaign types.

2. Google Ads API Usage

Our services require access to your Google Ads account via the Google Ads API. By engaging our services, you:

• Authorize Shopiator to access your Google Ads account data through the Google Ads API via OAuth 2.0 authentication
• Grant Shopiator permission to read campaign data, performance metrics, and account configuration for the purposes of analysis, optimization, and reporting
• Grant Shopiator permission to make changes to your Google Ads campaigns (including but not limited to bid adjustments, budget changes, keyword additions, negative keyword management, ad copy updates, and campaign structure modifications) subject to the approval workflow agreed upon in your service agreement
• Acknowledge that you are the authorized administrator or have been granted permissions by the account owner to authorize third-party access to the Google Ads account
• Understand that you may revoke API access at any time through your Google account settings, which will prevent us from providing further services until access is restored

3. Client Obligations

As a client, you agree to:

• Provide accurate and complete information about your business, products, and advertising goals
• Maintain an active Google Ads account with valid billing information and sufficient budget
• Grant and maintain the necessary Google Ads account access for the duration of the engagement
• Respond to communications and approval requests in a timely manner
• Ensure that your products, services, and advertising comply with Google Ads policies and applicable laws
• Notify us promptly of any material changes to your business, products, or advertising objectives

4. Fees and Payment

Service fees are outlined in the separate service agreement or proposal provided to each client. Fees are typically structured as a monthly retainer and may include performance-based components as agreed upon. Payment terms, billing cycles, and accepted payment methods are specified in your individual service agreement.

5. Performance Disclaimers

While we apply our expertise, internal technology, and best practices to optimize your Google Ads campaigns, we cannot guarantee specific results, ROAS targets, revenue outcomes, or cost-per-acquisition figures. Google Ads performance is influenced by many factors outside our control, including but not limited to product-market fit, pricing, seasonality, competition, Google algorithm changes, and overall market conditions. Past performance of other clients does not guarantee similar results for your business.

6. Confidentiality

Both parties agree to keep confidential all non-public information shared during the engagement, including but not limited to business strategies, financial data, customer data, campaign performance data, and proprietary methodologies. This obligation survives termination of the service agreement. Shopiator may reference the client relationship in anonymized case studies and marketing materials unless the client opts out in writing.

7. Intellectual Property

Shopiator retains all intellectual property rights in our internal tools, methodologies, and technology. Campaign structures, strategies, and optimizations created for your account during the engagement remain in your Google Ads account and are yours to keep upon termination. Shopiator's analysis frameworks, audit engines, and software tools remain our intellectual property.

8. Limitation of Liability

To the maximum extent permitted by law, Shopiator's total liability for any claims arising from or related to our services shall not exceed the total fees paid by the client in the three (3) months preceding the claim. We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits or revenue, even if advised of the possibility of such damages. We are not liable for any actions taken by Google, including but not limited to account suspensions, policy violations, or algorithm changes.

9. Termination

Either party may terminate the service agreement with 30 days written notice. Upon termination, Shopiator will provide a transition period to hand off campaign management, deliver final reports, and remove API access. Fees for services rendered up to the termination date remain payable. We will delete your Google Ads data from our systems within 90 days of termination.

10. Indemnification

You agree to indemnify and hold Shopiator harmless from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from your breach of these terms, your violation of any law or regulation, or your products or services violating Google Ads policies.

11. Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any disputes arising from or related to these terms or our services shall be resolved through binding arbitration in Delaware.

12. Changes to These Terms

We reserve the right to update these Terms of Service at any time. Material changes will be communicated to active clients via email. Continued use of our services after changes constitutes acceptance of the updated terms.

13. Brand Protection Monthly Service

These terms apply when you subscribe to Brand Protection (Google Ads Brand Protection Management) and form part of your agreement with us. If they conflict with another section of these Terms for this service, this section applies.

• What is included: Branded Search campaign setup and management, conversion tracking setup using Google Tag Manager and Shopify, Google Merchant Center account and feed setup, weekly reports, and support by email, Telegram, or Slack, for one Shopify store, one primary domain, and one Google Ads account.
• What is not included: consulting calls, Merchant Center suspension support, non-brand campaigns (including Shopping, Performance Max, Demand Gen, and YouTube), creative production, landing page or theme changes, additional stores, domains, or ad accounts, and ad spend. These can be purchased separately.
• Ad spend: our fee is a management fee only. Advertising costs are charged by Google to your own Google Ads account and payment method. We do not hold, collect, or pay out your ad budget, and you are responsible for it.
• Billing: the fee is $500 per month, charged when you subscribe and on the same date each month until you cancel. You authorize recurring charges to your payment method.
• Cancellation: you can cancel at any time before your next billing date by emailing ops@shopiator.com. Cancellation stops future charges and takes effect at the end of the period you have paid for.
• No refunds: fees paid for a month are not refundable, including partial months and months in which you did not use the service, because setup and management work begins immediately. This does not limit any rights you have under applicable law.
• Access: you will provide the access we reasonably need to Google Ads, Google Merchant Center, Google Tag Manager, and Shopify. Delivery timelines start when we have that access, and delays in providing it do not pause billing.
• No guarantee of results: we do not guarantee sales, revenue, return on ad spend, or ad approval. Results depend on factors outside our control, including your brand demand, competitors, store, and budget, and on Google's policies and decisions.
• Disputes: if you have a problem with a charge, email ops@shopiator.com before contacting your bank so we can resolve it quickly. We may provide records of your subscription, acceptance of these terms, access grants, reports, and communications to your bank or payment processor in response to a dispute.

14. One-Time Packages and Digital Products

These terms apply to our one-time packages and products, such as the Operator Audit, Consulting Call, Account Setups, Feed Optimization, and the GMC Fix Guide.

• Scope: we deliver what the package page lists, for the store, domain, and account you provide. Ongoing management, implementation of changes not listed on the page, and ad spend are not included. Ad spend is paid directly to Google from your own account.
• Access: where a package needs access to your accounts, delivery timelines start when we have the access we need. Audits use read-only access where stated.
• Refunds, services: before we start work (before you grant access or book your call) you can request a full refund by emailing ops@shopiator.com. Once work has started, fees are not refundable. If we do not deliver what the package page describes, tell us and we will fix it or refund the part not delivered.
• Refunds, digital products: digital products such as the GMC Fix Guide give instant access and are not refundable once access is delivered. If you cannot access it, email us and we will fix that or refund you.
• Personal use: digital products are for your own business use and may not be resold or shared.
• No guarantee of results: we do not guarantee sales, revenue, return on ad spend, or decisions by Google, including account or Merchant Center reinstatement or ad approval.
• Credits: where a package page offers a credit toward another package, the credit applies within the stated window, once per client, and does not stack.
• Disputes: if you have a problem with a charge, email ops@shopiator.com before contacting your bank so we can resolve it quickly. We may provide records of your purchase, acceptance of these terms, access grants, deliverables, and communications to your bank or payment processor in response to a dispute.

15. Contact

For questions about these Terms of Service, please contact us at: