Document

Privacy, Terms and Conditions

Effective Date: June 16, 2026

1. Acceptance of Terms and Binding Agreement

These Privacy, Terms and Conditions (the "Agreement" or "Terms") govern your use of the free and paid services, software, websites, and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and other content or materials (collectively, the "Services") provided by CEA Strategy ("we," "us," "our," or "CEA"). By creating an account, downloading our software, executing an Intake Form, or otherwise accessing or using our Services, you ("You," "Your," "Customer," or "User"—whether you are a human, artificial intelligence, robotic system, API, algorithm, code, or corporate entity) legally agree to be bound by these Terms. If you do not agree to these Terms, you are prohibited from accessing or using our Services. By submitting an Intake Form or engaging CEA Strategy in any capacity, the Customer irrevocably agrees to all Terms contained herein.

Organizational Authority: If you are accessing or using the Services on behalf of an organization, corporation, or other legal entity, you represent and warrant that you possess the requisite legal and fiduciary authority to bind that organization to these Terms in their entirety.

2. Privacy, Data Collection, and Your Content

By agreeing to these Terms, you consent to CEA Strategy's collection, use, and reasonable disclosure of your content and data as necessary to provide the Services.

Ownership and License. We do not claim ownership of your content. To provide the Services, you grant CEA Strategy a worldwide, royalty-free, non-exclusive license to use, host, reproduce, retain, transmit, reformat, and display your content (a) for the purpose of providing the Services and (b) to protect and secure our systems, for the duration of the engagement and for a reasonable period thereafter consistent with our records-retention practices and legal obligations.

Subprocessors. You acknowledge and agree that CEA Strategy may transmit your content to third-party service providers and AI tools (including those listed in Section 17) solely to perform the Services. This authorization is an express exception to any non-transferability limitation elsewhere in these Terms.

Work Product License. With respect to deliverables and work product created by CEA Strategy and delivered to the Customer, CEA Strategy retains a perpetual, irrevocable, royalty-free license to reuse the underlying know-how, methods, templates, and non-Customer-specific components for any purpose, including improving CEA Strategy's products and services. CEA Strategy shall not disclose your confidential or proprietary content to third parties except as permitted herein.

Limitation of Liability for Data: CEA Strategy employs commercially reasonable security measures to protect Customer data; however, CEA Strategy shall not be liable for data breaches or for deleted, lost, or compromised data that occur despite these measures, absent gross negligence or willful misconduct.

Allocation of Regulatory Responsibility. As between the parties, the Customer is responsible for ensuring that its own use of the Services complies with applicable data privacy laws, including the Florida Information Protection Act (FIPA) (Fla. Stat. § 501.171), and for the lawfulness of the data it submits. Nothing in these Terms purports to reassign any non-delegable statutory duty that the law imposes directly on CEA Strategy.

Prohibition on Selling Data: CEA Strategy shall not sell any data collected from you to third parties.

HIPAA, GDPR, and Regulated Data. CEA Strategy is not engaged to act as a Business Associate under the Health Insurance Portability and Accountability Act (HIPAA) (Pub. L. 104-191), and the Services are not designed for the transmission or storage of Protected Health Information (PHI). The Customer is prohibited from uploading, transmitting, or sharing PHI through the Services. The Services are likewise not configured for personal data subject to the European Union's General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), and the Customer shall not submit such data without a separate written data processing agreement executed by both parties. The Customer agrees to indemnify CEA Strategy against regulatory fines or claims arising from the Customer's submission of regulated data in breach of this Section. The Customer acknowledges that this allocation does not override any obligation the law imposes directly on CEA Strategy by virtue of its actual handling of regulated data.

3. Payment, Billing, and Financial Covenants

By using the Services' paid features, you agree to pay all applicable fees and taxes. CEA Strategy is headquartered in Florida; the Customer bears sole liability for any taxes or fees applicable to the jurisdiction in which the Customer is located, excluding taxes based on CEA Strategy's net income. Billing may occur in advance or on a recurring basis. Late payments may result in reasonable administrative fees and suspension of Services. If a project or service is canceled, such cancellation shall incur prorated fees for work performed. The following payment terms apply:

Upfront Payment Option: A Customer may pay in full up front to mitigate delays in Services. The Customer remains bound by all operational constraints herein.
Payment Schedule: Unless the Project Charter specifies otherwise, the Customer shall pay one-third (1/3) of the total cost as an initial deposit (which must clear before the project commences), one-third (1/3) at the project midpoint as defined in the Project Charter, and the final one-third (1/3) Net 15 from the date of the closing document signature.
Interim Billing Timelines: Monthly payments due on the first of the month are considered late on day five (5). Non-monthly payments due on a pre-set date are considered late on day five (5) past that date.
If interim payments are late, access to Services may be restricted on day ten (10), and the project is subject to suspension or cancellation upon notice.
Late Fees (Liquidated Damages). The parties acknowledge that a late payment causes CEA Strategy to incur administrative, accounting, and collection costs that are difficult to ascertain with precision at the time of contracting. Accordingly, the parties agree that a one-time late fee of five percent (5%) of the past-due amount (not to exceed the maximum permitted by Florida law) represents a reasonable, good-faith pre-estimate of those costs and constitutes liquidated damages, not a penalty. This late fee is separate from, and in addition to, the interest that accrues under "Accrual of Interest" below; the late fee compensates CEA Strategy for the administrative burden of a late payment, while interest compensates for the time value of the unpaid balance. CEA Strategy shall not separately recover its actual administrative costs of collection in addition to this liquidated late fee, except for third-party collection-agency and attorneys' fees as permitted by law.
Accrual of Interest: The total outstanding balance shall accrue interest at 1.5% per month (18% per annum) or the highest rate allowable under Florida law (Fla. Stat. § 687.02), whichever is lower, until paid in full.
Restart Fees: If a project is canceled and subsequently restarted within twenty (20) days post-cancellation, a 10% restart fee shall apply. A project restarted after day twenty (20) shall be defined as a new project subject to new billing.
Release of Deliverables: Final documents and access shall be released upon receipt and clearance of the final payment.
Long-Term Engagements: Engagements extending beyond one calendar year are subject to a mutually agreed-upon annual rate adjustment, not to exceed 5% per year.
Out-of-Scope Usage & Project Completion: If the project exhausts purchased hours due to Customer-directed out-of-scope work, CEA Strategy shall deliver the project "as-is" based on the completed hours, and shall not be liable for incompletion of the original Scope under these circumstances.
Collections: Delinquent accounts may be assigned to a licensed collection agency. The Customer agrees that CEA Strategy bears no liability for lawful, commercially reasonable collection efforts.

4. User Conduct, Restrictions, and Integration

You are strictly responsible for your conduct and the content you provide. Violation of these Terms constitutes a material breach. You covenant and agree to the following:

You shall not disassemble, decompile, or reverse engineer the Services.
You shall not use the Services for any illegal or unauthorized purpose.
You shall not interfere with or disrupt the Services or servers, including transmitting malicious code.
You shall not access our private API without express written permission.
Accounts registered by automated methods ("bots") are prohibited.

Additionally, the following operational rules apply:

The Customer shall maintain a professional demeanor. Harassment or abuse may result in immediate termination of the contract.
Integration of Directives: Any requests, directives, or modifications not documented within the designated project workspace shall not be binding upon CEA Strategy.
All CEA Strategy emails, calls, and texts shall be recorded in the Customer's project workspace.
Consent to Recording: The Customer agrees that acceptance of these Terms constitutes the Customer's consent to the recording of meetings and communications, consistent with Fla. Stat. § 934.03. The Customer represents that it will obtain consent from its own personnel, agents, and guests who participate in such communications. CEA Strategy's note-taking systems or personnel will issue a visual or audible recording notification at the commencement of meetings; continued participation constitutes ongoing consent.

5. Account Security and Breach Notification

You bear responsibility for safeguarding your account credentials. You agree to promptly notify CEA Strategy in writing if you become aware of any unauthorized use of your account or any security breach.

6. Intellectual Property and Brand Assets

By receiving any CEA Strategy Brand Assets (artwork, images, text, logos, trademarks), you agree that CEA Strategy grants you a limited, non-exclusive, revocable, non-transferable license to display them solely as approved by CEA Strategy. You shall not modify, genericize, or incorporate CEA Strategy Brand Assets into your own product names or trademarks.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THE CEA STRATEGY PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CEA STRATEGY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

8. Limitation of Liability and Exculpatory Waiver

TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, IN NO EVENT SHALL THE CEA STRATEGY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS OR DATA) ARISING OUT OF OR RELATED TO THE SERVICES. CEA STRATEGY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER UNDER THE APPLICABLE PROJECT CHARTER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT.

WAIVER OF ORDINARY NEGLIGENCE: By engaging CEA Strategy, the Customer expressly waives claims against CEA Strategy for ordinary negligence arising out of the performance of the Services. This waiver does not extend to, and CEA Strategy remains liable for, damages caused by gross negligence, willful misconduct, or intentional fraud. The Customer agrees not to pursue individual civil actions against CEA Strategy employees in their personal capacities for actions taken within the scope of their employment.

9. Indemnification and Legal Process

The Customer agrees to defend, indemnify, and hold harmless CEA Strategy and its employees from any third-party claims, damages, or expenses arising from the Customer's material breach of this Agreement or unlawful use of the Services.

Legal Process and Subpoenas: If CEA Strategy personnel are legally compelled by subpoena or other lawful process to participate in proceedings arising out of the Customer's business affairs, the Customer agrees to reimburse CEA Strategy for reasonable expenses and operational time incurred in responding, subject to applicable statutory limitations.

10. Binding Arbitration and Class Action Waiver

PLEASE READ CAREFULLY. Pursuant to the Federal Arbitration Act (FAA) (9 U.S.C. §§ 1-16), you and CEA Strategy agree that any disputes arising out of this Agreement shall be resolved exclusively through final and binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. You and CEA Strategy hereby waive any right to a trial by jury.

Injunctive and IP Relief Carve-Out. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in the courts of Pinellas County, Florida to protect its intellectual property or confidential information pending arbitration.

Arbitration Fees. Each party shall bear its own attorneys' fees, and arbitration filing and administrative fees shall be allocated in accordance with AAA rules, provided that the arbitrator may reallocate fees in a final award as permitted by law.

Class Action Waiver & Venue: You may bring claims only on your own individual behalf and shall not participate in a class action or class-wide arbitration. Venue for arbitration or any legal proceedings shall be seated in St. Petersburg, Pinellas County, Florida.

11. Account Suspension and Termination

CEA Strategy reserves the right to suspend or terminate your access to the Services upon notice for any material breach of these Terms. If a Customer terminates early, the Customer shall be responsible for prorated fees for work performed up to the date of termination. Initial deposits for work already commenced are non-refundable. Upon receipt of cleared final payment, CEA Strategy shall release all completed base documentation. Access to ongoing project systems will be revoked upon termination.

12. Modification of Terms

CEA Strategy reserves the right to modify these Terms. We will provide written notice of material changes at least fifteen (15) days prior to their effective date. If the Customer does not agree to the modified Terms, the Customer may terminate the engagement prior to the effective date. Continued use of the Services following the effective date constitutes acceptance of the updated Terms.

13. General Provisions and Severability

Governing Law: These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

Notice. All notices required under these Terms shall be in writing and delivered (a) by email to the address associated with the Customer's account or project workspace, or (b) by recognized courier or certified mail to the party's principal place of business. Notice is deemed given on the date of email transmission or one (1) business day after courier dispatch.

Assignment. The Customer may not assign or transfer these Terms without CEA Strategy's prior written consent. CEA Strategy may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns.

Survival. The following provisions survive termination or expiration of this Agreement: Sections 2 (Privacy and Content licenses), 6 (Brand Assets), 7 (Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Arbitration and Class Action Waiver), 13 (General Provisions), 14 (Definitions), and 15 (Non-Solicitation), together with any accrued payment obligations.

Severability & Reformation: If any provision of these Terms is held unenforceable by a court or arbitrator, that provision shall be reformed to the maximum extent permitted by law to reflect the original intent. If reform is not possible, it shall be severed, and the remaining provisions shall remain in full force and effect.

Entire Agreement (Merger Clause): These Terms, together with the executed Project Charter (and any Intake Form incorporated therein), constitute the complete agreement between the parties, superseding all prior oral or written communications. In the event of a conflict, the order of precedence is: (1) the executed Project Charter, (2) these Terms, and (3) the Intake Form.

14. Strict Definitions

CEA: The legally recognized short name for CEA Strategy.
Customer: The individual or entity contracting CEA Strategy.
Data: Any information, analytics, contracts, or media provided during the engagement.
Days: Calendar days, unless otherwise specified. For purposes of operational and payment timelines, U.S. Federal Holidays are excluded from the count, and where a deadline falls on a weekend or U.S. Federal Holiday, it rolls to the next business day.
Intake Form: The initial document submitted by the Customer outlining preliminary project specifics. The Intake Form informs, but does not by itself establish, the binding Scope.
Project Charter: The executed document that establishes the binding Scope of deliverables and controls in the event of any conflict with the Intake Form.
Scope: The boundaries of project deliverables explicitly authorized in the executed Project Charter and approved change orders.

15. Nature of the Legal Engagement

CEA Strategy operates strictly as an independent, contract-per-project entity.
Independent Contractor Status: CEA Strategy personnel are independent contractors and shall never be considered employees of the Customer.
Non-Solicitation and Replacement Fee: To protect legitimate business interests, including its investment in recruiting and training (Fla. Stat. § 542.335), the Customer agrees that during the term of this Agreement and for twelve (12) months following its completion, the Customer shall not solicit, recruit, or hire any CEA Strategy employee or contractor who performed services for the Customer during the engagement. The parties recognize that CEA Strategy's loss of such personnel is difficult to quantify; accordingly, if the Customer hires or engages any such individual in breach of this provision, the Customer shall pay CEA Strategy a one-time replacement fee equal to fifty percent (50%) of the individual's projected first-year total compensation, which the parties agree is a reasonable estimate of CEA Strategy's recruiting and onboarding costs and not a penalty. Payment of this fee, once made, shall fully satisfy the Customer's obligations under this provision with respect to that individual. This restriction does not apply to an individual who responds to a general solicitation (such as a public job posting) not specifically directed at CEA Strategy personnel.
No Legal Advice: CEA Strategy does not provide legal counsel. Operational suggestions shall not be construed as legal advice.

16. Scope of Services & Binding Change Orders

Purchased hours shall be utilized exclusively for project discussions, document building, and communications.

Exclusions

Permanent C-suite positions, legal representation, hands-on technical coding, and permanent staffing are explicitly excluded from CEA Strategy Services unless defined in the Project Charter.

Scope & Change Orders

The Customer shall not add deliverables not explicitly included in the signed Project Charter unless written change orders are executed.
Any scope changes require formally written and signed change orders.
Once the authorized sponsor signs a deliverable, it shall be deemed approved.

Credentials: CEA Strategy personnel utilize frameworks including PMI, PRINCE2, Google Project Management, CISSP, and ITIL.

17. Tools & Technology Liability Exemption

CEA Strategy-provided tools are the authorized tools for the engagement.
Artificial Intelligence Disclosure: The Customer acknowledges that CEA Strategy utilizes advanced AI systems and cloud-based platforms—including but not limited to Gemini Apps, Gemini Code Assist, DeepSeek, Firebase Studio, Claude, and ChatGPT—to assist in executing deliverables. CEA Strategy will use commercially reasonable efforts when employing these tools; however, CEA Strategy disclaims liability for inherent risks associated with AI, including algorithmic hallucinations or third-party intellectual property claims derived from AI training models. The Customer assumes the duty to review and approve all AI-assisted deliverables prior to final commercial deployment.

18. Vendor Management and Third-Party Liability

If third-party vendors are part of the project, the Customer assumes responsibility for all financial and legal agreements with those vendors. CEA Strategy bears no liability for vendor performance.

19. Schedule, Credentials, and Force Majeure

Schedule: CEA Strategy personnel are not required to operate on U.S. Federal Holidays.
Force Majeure: CEA Strategy shall not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, cyber-attacks, pandemics, or government decrees.

BY ENGAGING CEA STRATEGY, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.