Refund & Payment Policy

Sierra Strategic Consulting LLC, a California limited liability company, doing business as "Sierra Strategic" ("Sierra Strategic," "we," "us," or "our")

Last updated: June 14, 2026

1. Introduction and Scope

1.1. This Refund & Payment Policy (this "Policy") governs payment, cancellation, and refunds for Sierra Strategic's custom-software development services, including paid scoping and audit engagements (each, a "Blueprint"), fixed-price builds (each, a "Build"), and optional monthly care and maintenance plans (the "Care Plans"), as further described in Section 14.

1.2. Each engagement is documented in a signed Client Services Agreement with an attached Statement of Work (collectively, the "Agreement"). The description of work set out in the Statement of Work is the "Scope." This Policy is incorporated into and forms part of the Agreement. Capitalized terms used but not defined in this Policy have the meanings given to them in the Agreement.

1.3. If this Policy conflicts with the express terms of a signed Agreement, the signed Agreement controls.

1.4. The "Client" means the business entity or individual that enters into an Agreement with Sierra Strategic. Sierra Strategic provides its services to businesses on a business-to-business basis.

2. Payment Terms

2.1. Full payment in advance. Except as a signed Agreement expressly provides otherwise, the total fixed fee for a Blueprint or a Build (the "Project Fee") is due and payable in full, in advance, before any Work (as defined in Section 4) begins. Payment is processed through Stripe, Inc. ("Stripe").

2.2. Not a deposit or installment arrangement. Payment of the Project Fee is not a deposit, retainer, or installment payment. Work does not commence until payment has cleared and Sierra Strategic has confirmed receipt.

2.3. Delivery milestones are not separate charges. Any progress checkpoints used during a Build, such as kickoff, an interim demonstration, and go-live, together with any allocation of effort among them stated in the Statement of Work, organize and report on Sierra Strategic's performance. They are not separate or additional charges and do not alter the requirement under Section 2.1 that the Project Fee be paid in full in advance.

2.4. What the Project Fee secures. The Project Fee is paid in consideration of Sierra Strategic's reservation of senior delivery capacity for the Client, the Client's place in Sierra Strategic's build schedule, and performance of the Build in accordance with the Scope. Sierra Strategic runs a limited number of concurrent Builds; on confirming payment, it holds that capacity for the Client and declines other engagements to do so. Capacity reserved in this way cannot be resold or recovered if the Client later withdraws, and its reservation is a principal basis for the non-refundability provisions of this Policy.

2.5. Currency. All amounts are stated and payable in United States Dollars (USD).

2.6. Taxes. All amounts are exclusive of, and the Client is responsible for, any sales, use, value-added, goods-and-services, withholding, or similar taxes, duties, or assessments imposed in connection with the Agreement, other than taxes imposed on Sierra Strategic's net income.

2.7. Processing fees. Payment-processing fees charged by Stripe (the "Stripe Fees") are non-refundable, except where Sierra Strategic cancels for its own inability to deliver under Section 10.2.

3. Reconsideration Window

3.1. A Client may reconsider and request a refund of the Project Fee only if both of the following conditions are satisfied: (a) the request is delivered to Sierra Strategic in writing at hello@sierra-strategic.com within forty-eight (48) hours after payment clears; and (b) no Work (as defined in Section 4) has begun (the "Reconsideration Window").

3.2. Both conditions in Section 3.1 are required. Where both are satisfied, Sierra Strategic will refund the amounts paid, less the non-refundable Stripe Fees.

3.3. The Reconsideration Window closes on the earlier of the expiration of the forty-eight (48) hour period or the commencement of any Work, whether or not that period has elapsed.

4. Definition of Work; Completed, Delivered, and In-Progress Work

4.1. "Work" means any effort, activity, or commitment of time or capacity that Sierra Strategic, its personnel, or its vetted contractors and service providers under confidentiality obligations undertake in connection with an engagement. Work includes discovery, planning, and requirements analysis; architecture, design, and development; project management and communications with or on behalf of the Client; preparation for kickoff; and the reservation of delivery slots or other time held for the project.

4.2. "Completed" means Work that Sierra Strategic has performed to the point that the applicable task, component, or deliverable meets the agreed Scope for that item.

4.3. "Delivered" means a deliverable that Sierra Strategic has made available or transmitted to the Client in accordance with the Agreement.

4.4. "In progress" means Work that has commenced but is not yet Completed or Delivered.

4.5. Whether and to what extent Work has been performed, Completed, Delivered, or is in progress is determined by Sierra Strategic's performance measured against the agreed Scope. That determination is not undone, reversed, or reopened by a subsequent acceptance dispute, which is governed solely by Section 12.

5. Non-Refundability After Closure of the Reconsideration Window

5.1. Once the Reconsideration Window has closed or any Work has begun, the portion of the Project Fee attributable to (a) Work performed and (b) reserved senior time and capacity is non-refundable, regardless of the stage of progress.

5.2. Without limiting Section 5.1, no refund is owed on account of a change of mind; a change in the Client's business, priorities, or budget; the Client's decision to engage another vendor or to bring the work in-house; the completion of one or more delivery milestones; delay attributable to the Client; or dissatisfaction that the Client has not first raised and submitted to the cure process under Section 12.

5.3. Work that is Completed or Delivered, including code, design, and data, remains the Client's property in accordance with the Agreement and is non-refundable.

5.4. A change of mind, withdrawal, or abandonment by the Client entitles the Client to no refund for Work that is performed, Completed, or in progress. Abandonment does not toll or otherwise modify the terms of this Policy.

6. Client Cancellation; Settlement

6.1. Settlement, not refund. Cancellation by the Client after the close of the Reconsideration Window is settled as a wind-down of the engagement and does not, by default, result in a refund.

6.2. Amounts retained. On a Client cancellation, Sierra Strategic retains the following, each of which compensates a distinct category of loss and does not overlap with the other:

    (a) the proportionate share of the Project Fee attributable to Work performed as of the effective date of cancellation, as reasonably determined by Sierra Strategic from its contemporaneous records, which records are presumptively correct absent clear and convincing evidence of error; plus

    (b) a reservation fee equal to thirty percent (30%) of the total Project Fee (the "Reservation Fee"), as liquidated damages for the loss of reserved delivery capacity and forgone alternative engagements described in Section 2.4. As of the time of contracting, the parties acknowledge and agree that: (i) the actual damages Sierra Strategic would sustain from the Client's cancellation, including capacity reserved and made unavailable to others, engagements declined or forgone, and the inability to backfill a delivery slot on short notice, are extremely difficult or impracticable to fix or ascertain; (ii) the Reservation Fee is a reasonable endeavor by the parties to estimate fair compensation for that loss and is not a penalty or forfeiture; and (iii) this provision was negotiated by sophisticated commercial parties on a business-to-business basis. The Reservation Fee is in addition to the value of Work performed recovered under Section 6.2(a).

6.3. Maximum retained amount. The total amount retained under this Section 6 (excluding Third-Party Costs) will not exceed the Project Fee actually paid. Where the value of Work performed under Section 6.2(a) already equals or exceeds the Project Fee, the Reservation Fee is not additionally charged.

6.4. Third-party costs. Any authorized, non-refundable third-party costs incurred for the project (the "Third-Party Costs") are the responsibility of the Client and are payable in addition to the amounts retained under Sections 6.2 and 6.3.

7. Limitation on Amounts Owed; Refund of Unearned Remainder

7.1. No additional liability. The Client will not owe any amount in excess of the amounts already paid, except for authorized, non-refundable Third-Party Costs and any other charges the Client has expressly authorized in writing.

7.2. Refund of unearned, unreserved remainder. If the amounts retained by Sierra Strategic under Section 6 are less than the amount paid by the Client, Sierra Strategic will refund the genuinely unearned and unreserved remainder within ten (10) business days, less any non-recoverable Third-Party Costs and the non-refundable Stripe Fees.

7.3. No refund where retention meets or exceeds payment. If the sum of the value of Work performed and the Reservation Fee meets or exceeds the amount paid by the Client, no refund is due.

8. Transparency; Handover; Use of Deliverables

8.1. Itemized calculation. On a Client cancellation or wind-down, Sierra Strategic will provide an itemized calculation of the amounts retained and of any refund due.

8.2. Handover. To the extent reasonably practicable, Sierra Strategic will hand over usable in-progress deliverables to the Client.

8.3. Production use constitutes acceptance. Placing any deliverable into production or commercial use constitutes full acceptance of that deliverable, and the fees attributable to it are thereby earned.

8.4. Unauthorized use. Work that is unpaid or unearned is neither Delivered nor licensed to the Client. The Client's use of any unpaid, unaccepted, or undelivered work product is unauthorized and constitutes a material breach of the Agreement. Ownership and delivery of work product are otherwise governed by the Agreement.

9. Mutual Wind-Down

9.1. A mutual wind-down of an engagement is settled on the same basis as a Client cancellation under Sections 6 through 8, unless the parties agree otherwise in writing.

10. Cancellation by Sierra Strategic

10.1. Grounds. Sierra Strategic may cancel an engagement only on limited grounds, namely: (a) it determines in good faith that it cannot deliver the Build to the agreed Scope; (b) the working relationship has broken down to a degree that prevents effective performance; or (c) the Client makes a demand that is unlawful or that Sierra Strategic cannot perform without violating a professional or legal obligation.

10.2. Cancellation for Sierra Strategic's own inability to deliver. If Sierra Strategic cancels for its own inability to deliver and not on account of any breach by the Client, it will refund the genuinely unearned remainder of the Project Fee, retaining only (a) the value of Work actually performed and (b) non-recoverable Third-Party Costs. No Reservation Fee is charged in that case, and Sierra Strategic absorbs the Stripe Fees.

10.3. Cancellation on account of Client material breach. If Sierra Strategic cancels on account of the Client's material breach, including non-payment, unresponsiveness beyond the limits set out in Section 11, or conduct that makes performance of the Work impossible, the cancellation is treated as a Client cancellation governed by Sections 6 through 8.

11. Client-Caused Delays and Unresponsiveness

11.1. The Build depends on timely input, decisions, materials, and access from the Client. Delay or unresponsiveness attributable to the Client does not entitle the Client to a refund, extend Sierra Strategic's obligations without additional charge, or convert non-refundable Work into refundable Work.

11.2. Pause. Sierra Strategic may pause an engagement after ten (10) business days of Client unresponsiveness. To restart a paused engagement, the Client must take a new available schedule slot and prepay a reactivation charge equal to ten percent (10%) of the total Project Fee. That charge compensates Sierra Strategic for the rescheduling, re-reservation of capacity, and re-mobilization of personnel necessary to resume a paused engagement, and is not a penalty.

11.3. Deemed abandonment. After thirty (30) calendar days of inactivity following reasonable written attempts by Sierra Strategic to reach the Client, Sierra Strategic may treat the project as abandoned and cancelled, and such cancellation is governed by Sections 6 through 8.

12. Scope, Revisions, Acceptance, Cure, and Warranty

12.1. Scope. The Scope is defined by the Agreement and the Statement of Work produced through the Blueprint. Any request outside the Scope is new work, separately quoted and separately billable, and does not constitute a failure by Sierra Strategic to deliver.

12.2. Revisions. Each deliverable includes two (2) rounds of in-Scope revision. Revision requests beyond those rounds are new, separately billable work.

12.3. Acceptance. Following delivery of a deliverable, the Client has five (5) business days either to accept the deliverable or to deliver to Sierra Strategic a single, consolidated, specific written list identifying every respect in which the deliverable fails to conform to the agreed Scope. The following apply:

    (a) any reasonably identifiable nonconformity omitted from that list is waived;

    (b) provided Sierra Strategic has delivered the deliverable and stated the closing date of the acceptance period in accordance with Section 12.3(d), a non-response by the Client neither stops the acceptance period from running nor prevents deemed acceptance on its expiration;

    (c) placing the deliverable into production or commercial use constitutes acceptance; and

    (d) Sierra Strategic will state the closing date of the acceptance period at the time of delivery.

12.4. Cure. To assert that a deliverable fails to conform to the Scope, the Client must provide written notice in accordance with Section 12.3. Sierra Strategic will have a fair opportunity to cure genuine in-Scope defects at no charge within ten (10) business days. The cure obligation is limited to the defects identified in the Client's written list. Two (2) good-faith cure attempts on the same deliverable satisfy Sierra Strategic's cure obligation, after which the deliverable is deemed accepted and no refund is owed in respect of it. A good-faith opportunity to cure under this Section 12.4 is a condition precedent to any refund claim, dispute, or chargeback, subject to Section 13.5.

12.5. Matters that are not failures to deliver. None of the following is a failure by Sierra Strategic to deliver, and none is grounds for refund: a change in the Client's preferences, taste, or direction after acceptance; new ideas or requests; and any scope the Client did not purchase.

12.6. Limited defect warranty. For thirty (30) days following acceptance or go-live, whichever occurs first, Sierra Strategic will, at no charge, correct genuine in-Scope material defects in software that it built and maintains. This warranty does not apply to changes made by the Client or any third party, to the Client's hosting or any third-party services, or to any out-of-Scope use. This warranty is the Client's sole and exclusive remedy for the matters it covers.

13. Chargebacks and Disputes

13.1. Contact Sierra Strategic first. Before initiating any chargeback, payment dispute, or reversal, the Client must contact Sierra Strategic in writing at hello@sierra-strategic.com. Sierra Strategic will acknowledge the Client's communication within two (2) business days.

13.2. Required order of operations. Before initiating any chargeback, dispute, or reversal, the Client must: (a) raise the issue in writing; (b) allow the response and cure process under Section 12 to run; and (c) give Sierra Strategic a genuine opportunity to resolve the issue.

13.3. Premature chargeback as material breach. Initiating a chargeback, dispute, or reversal before completing the steps in Section 13.2 is a material breach of the Agreement. The breach lies in the failure to follow the agreed process, not in the act of disputing a charge. On such breach, Sierra Strategic's remedies include: (a) immediate suspension or termination of the engagement; (b) treatment of the engagement as a Client cancellation under Sections 6 through 8; (c) recovery of amounts owed for Work performed and reserved capacity; and (d) recovery of Sierra Strategic's reasonable response costs, including chargeback fees and, to the extent the Agreement provides for them and applicable law permits, collection and legal costs.

13.4. Records. Sierra Strategic maintains complete records of each engagement and will present them as necessary to resolve any dispute.

13.5. Preservation of mandatory rights. Nothing in this Section 13 waives any non-waivable right of the Client or overrides applicable card-network rules.

13.6. Forum for disputes. Disputes arising under the Agreement are subject to the dispute-resolution terms of the Client Services Agreement and, failing that, to Section 13 of the Terms of Service.

14. Care Plans

14.1. Optional add-on. The Care Plans, marketed as "Keep-Alive," "Sierra Care+," and "Growth Partner," are optional monthly maintenance and support subscriptions. They are separate from, and not included in, the Project Fee, and the Client is not required to purchase any Care Plan.

14.2. Introductory care period; automatic renewal; affirmative consent.

    (a) Disclosure. Where the Agreement provides an introductory care period at no charge (for example, sixty (60) days with a Launch Build or ninety (90) days with a Scale Build), Sierra Strategic presents the automatic-renewal terms to the Client in a clear and conspicuous manner, in visual proximity to the request for consent, before the Client accepts the Care Plan. Those terms are that the Care Plan will automatically convert to a paid month-to-month subscription, the recurring monthly amount that will be charged, the length of the renewal term, and the method by which the Client may cancel.

    (b) Affirmative consent. The Client provides affirmative consent to the automatic-renewal terms and to recurring monthly charges at the disclosed rate through a consent mechanism separate from any consent to the Agreement generally. No charge is initiated absent that consent.

    (c) Acknowledgment. Promptly after the Client's acceptance, Sierra Strategic sends the Client an acknowledgment that includes the automatic-renewal terms, the cancellation policy, and information on how to cancel, in a manner capable of being retained by the Client.

    (d) Pre-conversion notice. Because the introductory period is a free-to-pay conversion offer, Sierra Strategic sends the Client a reminder notice no fewer than three (3) and no more than twenty-one (21) days before the introductory period ends and the first paid charge is initiated. The notice states that the introductory period is ending, the date the first paid charge will occur, the recurring amount, and how to cancel.

    (e) Renewal reminders. For so long as the paid Care Plan continues, Sierra Strategic sends the Client a renewal reminder at least once annually that includes the recurring amount, the renewal term, and the method of cancellation.

    (f) Cancellation. The Client may cancel at any time before the next renewal by the means described in Section 14.3.

14.3. Term and cancellation. Each paid Care Plan is a month-to-month subscription. The Client may cancel at any time, without charge for cancellation, by any self-service billing portal that Sierra Strategic makes available (for example, through Stripe) and in any event by writing to hello@sierra-strategic.com; where the Client enrolled online, cancellation may be exercised online or through the same medium in which the Client enrolled. The cancellation method is at least as easy to use as the means by which the Client accepted the Care Plan. Cancellation stops the next renewal and takes effect at the end of the then-current paid month.

14.4. Refunds for paid care. The Client may cancel paid Care Plan service within the first thirty (30) days and receive a refund of the fee for that first month. Thereafter, the monthly fee for the then-current period is non-refundable once that period has begun. Cancellation stops future charges but does not refund the month in progress. Unused hours or credits do not roll over to a subsequent period unless the Agreement expressly provides otherwise.

14.5. Pause and prepayment. A Care Plan may be paused for twenty-five United States Dollars (USD 25.00) per month to hold the Client's slot and rate. Annual prepayment of a Care Plan receives two (2) months free, which is the only discount available on the Care Plans.

14.6. Coverage. The Care Plans cover only software that Sierra Strategic built and maintains. External software, or software for which Sierra Strategic's maintenance has lapsed, is onboarded onto a Care Plan only after a paid Blueprint audit.

14.7. Governing provisions. The Care Plans are governed by the dispute provisions of Section 13 and the governing-law provisions of Section 16.

15. Acceptance of This Policy

15.1. Before payment is enabled, the Client affirmatively accepts this Policy and the Agreement, by signature, by selecting an acceptance checkbox, or both, and that acceptance is timestamped and recorded. Payment is enabled only after the Client's acceptance has been recorded. Completion of payment serves as additional confirmation of acceptance but is not the sole basis for it. The parties consent to transact electronically; the Client's electronic acceptance constitutes a valid and binding signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.), and Sierra Strategic retains a timestamped record of that acceptance.

16. General

16.1. Incorporation; order of precedence. This Policy is incorporated into and forms part of the Agreement. If the documents comprising the engagement conflict, the following order of precedence governs, from highest to lowest: (a) the signed Client Services Agreement; (b) the Statement of Work; and (c) this Policy. As to any matter on which the signed Client Services Agreement is silent, this Policy controls.

16.2. Severability. If any provision of this Policy is held invalid, illegal, or unenforceable, that provision is severed and the remaining provisions continue in full force and effect. A provision held invalid or unenforceable in part is reformed and enforced to the maximum extent permitted by law to give effect to the parties' intent, and only the offending portion is severed.

16.3. No waiver. No failure or delay by Sierra Strategic in exercising any right under this Policy operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it or of any other right.

16.4. Governing version. The version of this Policy in effect at the time payment is made governs the engagement to which that payment relates.

16.5. Governing law, venue, and dispute forum. This Policy and the Agreement are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Sacramento County, California. Disputes arising under the Agreement are subject to the dispute-resolution terms of the Client Services Agreement and, failing that, to Section 13 of the Terms of Service.

16.6. Business-to-business; mandatory rights preserved. This Policy governs a business-to-business relationship. Nothing in this Policy limits, waives, or excludes any mandatory right or remedy that applies to the Client and that cannot lawfully be limited, waived, or excluded, and this Policy is to be read with any such right or remedy preserved.

16.7. Disclaimer; limitation of liability. Except for the limited defect warranty stated in Section 12.6 and any warranties expressly set out in the Agreement, all deliverables and services are provided on an "AS IS" and "AS AVAILABLE" basis, and Sierra Strategic disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by law. Sierra Strategic's aggregate liability arising out of or relating to fees, refunds, cancellation, or this Policy will not exceed the total Project Fee actually paid by the Client for the engagement giving rise to the claim, and in no event will Sierra Strategic be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or business, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. This Section 16.7 does not enlarge or supersede any limitation-of-liability or warranty provisions of the Agreement, which control to the extent more specific.

16.8. Costs of enforcement. In any action or proceeding to enforce or interpret this Policy or the Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief to which it is entitled. This Section is reciprocal and applies equally to the Client and to Sierra Strategic.

16.9. Force majeure. Sierra Strategic is not liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, fire, epidemic, governmental action, war, civil unrest, labor disturbance, failure or interruption of utilities, internet, hosting, or third-party services, or denial of access to or failure of any platform or service provider relied upon for delivery. An event of force majeure suspends the affected obligations for the duration of the event; it is not a breach and is not a basis for refund.

16.10. Survival. Sections 4 through 13, 14.4, 14.7, and 16 survive the expiration, cancellation, or termination of any engagement or Care Plan, together with any other provision that by its nature should survive.

16.11. Contact. All notices, billing inquiries, and requests under this Policy may be directed to Sierra Strategic Consulting LLC at:

    Sierra Strategic Consulting LLC
    2108 N Street
    Sacramento, California 95816, USA
    Email: hello@sierra-strategic.com

The foregoing address is Sierra Strategic's valid physical postal address for all purposes, including the postal-address requirement of the CAN-SPAM Act (15 U.S.C. § 7701 et seq.). To opt out of commercial email, the Client or recipient may reply to any such message or write to hello@sierra-strategic.com, and Sierra Strategic will honor the request promptly and in any event within ten (10) business days.

Last updated: June 14, 2026. Sierra Strategic may update this Policy from time to time; the version in effect when a payment is made governs the engagement to which that payment relates.

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2) TERMS OF SERVICE

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Terms of Service

Sierra Strategic Consulting LLC, doing business as "Sierra Strategic"

Last updated: June 14, 2026

These Terms of Service (these "Terms") constitute a binding agreement between Sierra Strategic Consulting LLC, a California limited liability company doing business as "Sierra Strategic" ("Sierra Strategic," "we," "us," or "our"), and the person or entity accessing or using the Site or the Services ("you" or the "Client"). Read these Terms carefully. Section 13 contains provisions governing dispute resolution, including, where applicable, an agreement to arbitrate and a waiver of class actions.

1. Acceptance and Eligibility

1.1. By accessing or using the website located at sierra-strategic.com and any associated subdomains and pages (collectively, the "Site"), by submitting a Blueprint intake, or by otherwise engaging Sierra Strategic for any service described in Section 3, you accept and agree to be bound by these Terms and by the Policies referenced in Section 16. If you do not agree, do not access or use the Site or the Services.

1.2. The Site and the Services are offered solely for business and commercial purposes. They are not directed to consumers acting in a personal or household capacity. The Site and the Services are not intended for, and Sierra Strategic does not knowingly collect personal information from, individuals under the age of 16. Use of the Site and the Services requires the user to be at least 18 years of age, as stated in Section 1.3.

1.3. You represent and warrant that you are at least 18 years of age, that you are accessing and using the Site and the Services on behalf of a business, company, or other organization (the "Client Organization"), and that you have the authority to bind that Client Organization to these Terms. Where these Terms refer to the "Client," they refer to the Client Organization and to each individual acting on its behalf.

1.4. If you submit information on behalf of a Client Organization, you further represent that you are authorized to provide that information and that doing so does not violate any obligation owed to a third party.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings set forth below. Other terms are defined where they first appear.

2.1. "Agreement" or "Client Services Agreement" means a written services agreement executed by Sierra Strategic and a Client that governs a specific engagement, together with each Statement of Work attached to or incorporated into it.

2.2. "Blueprint" means the paid, fixed-fee scoping and audit engagement described in Section 3.2, which produces a one-page blueprint and a fixed-price Statement of Work.

2.3. "Care Plan" means any optional, recurring monthly maintenance or support subscription offered by Sierra Strategic, including the plans currently designated "Keep-Alive," "Sierra Care+," and "Growth Partner."

2.4. "Deliverables" means the software, code, designs, documentation, and other work product that Sierra Strategic creates for a Client and delivers under an Agreement.

2.5. "Policies" means the Privacy Policy, the Refund & Payment Policy, and any other policy that Sierra Strategic publishes on the Site and identifies as incorporated into these Terms.

2.6. "Services" means, collectively, the Site, the Blueprint, fixed-price custom-software development builds, Care Plans, and any related consulting, integration, or support services that Sierra Strategic provides.

2.7. "Scope" means the description of work, assumptions, dependencies, and exclusions set forth in a Statement of Work.

2.8. "Sierra Materials" means the materials, methods, frameworks, templates, tools, code libraries, and know-how that Sierra Strategic owns or licenses and that pre-exist, or are developed independently of, a particular engagement, as further described in Section 6.

2.9. "Statement of Work" or "SOW" means a document attached to or incorporated into an Agreement that defines the Scope, fees, timeline, and other terms of a specific engagement.

3. The Services and the Blueprint

3.1. Nature of the Services. Sierra Strategic is a custom-software development studio serving small and mid-sized businesses. Its work includes internal tools, business automations, client and customer portals, booking and scheduling systems, custom applications, and integrations. Engagements are founder-led and delivered by Sierra Strategic's personnel together with vetted contractors and service providers under confidentiality obligations.

3.2. The Blueprint. The Blueprint is a paid, fixed-fee engagement in which Sierra Strategic assesses a Client's workflows and objectives and produces (a) a one-page blueprint and (b) a fixed-price Statement of Work for a proposed build. Purchase of a Blueprint does not obligate either party to enter into a subsequent build, and Sierra Strategic makes no representation that any particular build, outcome, or result will follow from it.

3.3. Builds Governed by a Separate Agreement. Any custom-software build or other implementation work is performed only under a separately executed Client Services Agreement with an attached Statement of Work. The Agreement and its Statement of Work govern the Scope and the project-specific terms for that engagement, including fees, schedule, acceptance, ownership of Deliverables, and warranties. Project specifics and pricing are set forth in the Agreement and the applicable Statement of Work, not in these Terms or on the Site. In the event of any conflict between these Terms and a signed Agreement, the Agreement controls with respect to that engagement, as set forth in Section 16.

3.4. Care Plans; Automatic Renewal. Care Plans are optional, recurring subscriptions for maintenance and support. EACH CARE PLAN AUTOMATICALLY RENEWS FOR SUCCESSIVE BILLING PERIODS (EACH, A "RENEWAL TERM") UNTIL CANCELLED. Before you enroll, Sierra Strategic will present the automatic-renewal terms, including the recurring charge, the billing frequency, the length of each Renewal Term, and the means of cancellation, in a clear and conspicuous manner and in visual proximity to the request for your consent, and will obtain your affirmative consent to those terms. After you enroll, Sierra Strategic will send you an acknowledgment that includes the automatic-renewal terms, the cancellation policy, and instructions for cancelling. You may cancel a Care Plan at any time, without charge for any subsequent Renewal Term, by any self-service or online method we make available and in any event by emailing hello@sierra-strategic.com; where you enrolled online, cancellation may be exercised online or through the same medium. Where Sierra Strategic enables a self-service billing portal (for example, through Stripe), you may also cancel through that portal. Sierra Strategic will process a timely cancellation request to take effect at the end of the then-current billing period. Cancellation does not entitle you to a refund of amounts already paid for the current billing period except as required by applicable law or as stated in the Refund & Payment Policy. The detailed automatic-renewal, pre-renewal notice, reminder, billing, and cancellation mechanics are as further set forth in the Refund & Payment Policy and the applicable Agreement. The scope of each Care Plan is defined in the Agreement or in the published plan description.

3.5. No Guarantee of Particular Results. Sierra Strategic will perform the Services with reasonable care and skill, but it does not warrant that the Services or any Deliverable will achieve any particular result, except to the extent a signed Agreement expressly provides otherwise.

4. Payment

4.1. Except as otherwise stated in a signed Agreement, fees for the Blueprint and for builds are due in full, in advance, before work begins, and are paid through Stripe, Inc. ("Stripe") as Sierra Strategic's third-party payment processor. Care Plan fees are billed on a recurring basis as set forth in the Refund & Payment Policy and the applicable Agreement.

4.2. The complete payment terms, including the timing of payment, the role of Stripe, refunds, chargebacks, late payment, and the auto-renewal and cancellation terms for Care Plans, are set forth in the Refund & Payment Policy, which is incorporated into these Terms by reference. By engaging Sierra Strategic, you agree to the Refund & Payment Policy.

4.3. Your use of Stripe is subject to Stripe's own terms and policies. Sierra Strategic does not store full payment-card numbers.

4.4. Nature of Advance Payment. Fees paid in advance compensate Sierra Strategic for the personnel, scheduling, and resources it commits and reserves to your engagement upon payment. If an engagement is cancelled or terminated, the amount Sierra Strategic retains, and any refund due, are governed by the Refund & Payment Policy and the applicable Agreement. That allocation, including the liquidated-damages recital set forth in the Refund & Payment Policy, is intended to represent a reasonable approximation of the costs incurred and the resources committed as of the date of cancellation, and not a penalty or forfeiture.

5. Site Accounts and Communications

5.1. Certain features of the Site, including Blueprint intake forms and scheduling tools, may require you to submit business information. You agree to provide accurate and complete information and to keep it current.

5.2. You are responsible for the security of any credentials used to access the Site or any portal Sierra Strategic provides, and for all activity occurring under those credentials. You will notify Sierra Strategic promptly of any unauthorized use.

5.3. Sierra Strategic may send you administrative and transactional communications relating to the Site, the Services, and any engagement. Marketing communications are governed by Section 9 and by the Privacy Policy.

6. Intellectual Property

6.1. Sierra Strategic's Property. As between the parties, Sierra Strategic owns and retains all right, title, and interest in and to the Site, the "Sierra Strategic" name and brand, its logos, trade dress, and other marks, the content Sierra Strategic publishes, and all Sierra Materials. Nothing in these Terms transfers any right in the foregoing to you, except for the limited license in Section 6.2.

6.2. Limited License to the Site. Subject to your compliance with these Terms, Sierra Strategic grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for the purpose of evaluating and procuring the Services. You may not copy, modify, distribute, frame, scrape, or create derivative works from the Site or its content except as expressly permitted.

6.3. Ownership of Deliverables. Ownership of the Deliverables is governed by the signed Agreement. As provided there, upon a Client's payment in full for an engagement, the Client owns one hundred percent (100%) of the Deliverables created for and delivered to it under that engagement, including code, design, and data, subject to Sierra Strategic's retained rights in the Sierra Materials and in any third-party or open-source components, which are licensed rather than assigned. These Terms do not themselves assign any Deliverable; assignment occurs under, and on the conditions stated in, the Agreement. To the extent any Sierra Materials or third-party or open-source components are incorporated into the Deliverables, the license granted to the Client to use them as part of the Deliverables is as set forth in the applicable Agreement.

6.4. Feedback. If you give Sierra Strategic feedback about the Site, the Blueprint, or any other Service, Sierra Strategic may use it without restriction or any obligation to you, including to improve its offerings.

7. Acceptable Use and Prohibited Conduct

7.1. You agree not to, and not to permit any third party to:

(a) use the Site or the Services in violation of any applicable law or regulation, or for any unlawful, fraudulent, or deceptive purpose;

(b) access, tamper with, or use non-public areas of the Site, Sierra Strategic's systems, or the technical delivery systems of Sierra Strategic's providers;

(c) probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measure;

(d) introduce any virus, malware, or other harmful code, or interfere with or disrupt the integrity or performance of the Site or the Services;

(e) scrape, harvest, or use automated means to collect data from the Site except as expressly authorized in writing;

(f) reverse engineer, decompile, or attempt to derive the source code of any non-open-source software underlying the Site, except to the extent that restriction is prohibited by applicable law;

(g) impersonate any person or entity, or misrepresent your affiliation with any person or entity; or

(h) use the Site or the Services to develop a competing product or service, or to infringe or misappropriate the intellectual property or other rights of Sierra Strategic or any third party.

7.2. Sierra Strategic may investigate any suspected violation of this Section 7 and may suspend or terminate access to the Site for any violation, without limiting its other remedies.

8. Third-Party Services, Links, and International Users

8.1. The Site and the Services rely on third-party platforms and services, which may include Stripe for payments, Cal.com and/or Calendly for scheduling, Google Workspace for email and productivity, the Site's hosting provider, and tools used for recorded video walkthroughs. Your use of those third-party services may be subject to the third party's own terms and privacy practices, and Sierra Strategic is not responsible for them.

8.2. The Site may contain links to third-party websites or resources. Sierra Strategic provides those links for convenience and does not endorse, and is not responsible for, the content, products, or practices of any third-party site or resource. You access third-party sites at your own risk.

8.3. International Users. The Site and the Services are operated from the United States and directed to businesses located in the United States. If you access the Site or the Services from, or provide personal data relating to individuals located in, the European Economic Area or the United Kingdom, the additional terms and disclosures in the Privacy Policy concerning the EU General Data Protection Regulation and the UK General Data Protection Regulation apply to that processing to the extent those laws apply. By using the Site, you consent to the transfer of information to, and processing in, the United States and other jurisdictions where Sierra Strategic and its providers operate, subject to the safeguards described in the Privacy Policy.

9. Marketing and Email Communications

9.1. Sierra Strategic conducts business-to-business outreach and may send commercial email to business contacts to offer its custom-software development services, as further described in the Privacy Policy. Each such commercial email includes accurate header information and a functioning means to opt out of further commercial messages, consistent with the CAN-SPAM Act.

9.2. Each commercial email Sierra Strategic sends includes Sierra Strategic's valid physical postal address and a functioning means to opt out of further commercial messages. You may opt out at any time by following the instructions in the message or by writing to hello@sierra-strategic.com. Sierra Strategic will honor a valid opt-out request within ten (10) business days as required by the CAN-SPAM Act, and will not thereafter send you commercial email except as the Act permits. This Section 9 does not limit transactional or administrative communications relating to the Site, the Services, or an engagement.

10. Informational Content Disclaimer

10.1. Content published on the Site, including blog posts, guides, and marketing materials, is provided for informational purposes. It is not legal, financial, tax, or other professional advice, and you should not rely on it in place of advice from a qualified professional.

10.2. No content on the Site, no submission of a Blueprint intake, and no communication preceding a signed Agreement creates a binding engagement, a fiduciary relationship, or any obligation on the part of Sierra Strategic to perform any Services. An engagement arises only upon execution of an Agreement and, where applicable, payment as required under Section 4.

11. Confidentiality

11.1. In the course of an engagement, each party may receive non-public business, technical, or financial information of the other party that is marked or reasonably understood to be confidential ("Confidential Information"). Each party will use the other's Confidential Information only as necessary to perform under, or to evaluate, the engagement, and will protect it using at least reasonable care.

11.2. Sierra Strategic's personnel and its vetted contractors and service providers are bound by confidentiality obligations consistent with this Section 11.

11.3. The detailed confidentiality terms governing a specific engagement are set forth in the applicable Agreement and control over this Section 11 to the extent of any conflict. Confidential Information does not include information that is or becomes public through no breach by the receiving party, was already known to the receiving party without obligation of confidence, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

12. Disclaimers; Limitation of Liability; Indemnification

12.1. Disclaimer of Warranties. Except as expressly provided in a signed Agreement, the Site and the Services are provided "as is" and "as available," and Sierra Strategic disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade. Sierra Strategic does not warrant that the Site or the Services will be uninterrupted, timely, secure, or error-free, or that any defect will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so portions of this Section 12.1 may not apply to you.

12.2. Limitation of Liability. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to these Terms, the Site, or the Services, regardless of the legal theory asserted and whether or not the party was advised that such damages were possible. Sierra Strategic's total aggregate liability arising out of or relating to these Terms, the Site, and any use of the Site that is not the subject of a signed Agreement will not exceed one hundred United States dollars (US$100). Liability arising out of an engagement is governed by the limitation of liability set forth in the applicable Agreement, which controls for that engagement.

The limitations and exclusions in this Section 12.2 do not apply to (a) either party's liability for fraud, gross negligence, or willful misconduct; (b) your payment obligations or your obligations under Section 12.3 (Indemnification); (c) either party's breach of Section 11 (Confidentiality) or infringement or misappropriation of the other party's intellectual property; or (d) any liability that cannot be excluded or limited under applicable law, including liability under the California Consumer Privacy Act to the extent it applies. The parties acknowledge that the limitations and exclusions in this Section 12 are an essential basis of the bargain and reflect an agreed allocation of risk, and that they apply even if a limited remedy fails of its essential purpose.

12.3. Indemnification. You will defend, indemnify, and hold harmless Sierra Strategic and its members, officers, employees, contractors, and agents from and against any third-party claim, and any related loss, liability, damage, cost, or expense (including reasonable attorneys' fees), arising out of or relating to (a) your breach of these Terms or the Policies, (b) your misuse of the Site or the Services, (c) your violation of any applicable law or of the rights of any third party, or (d) any information or material you provide to Sierra Strategic, except to the extent the claim arises from Sierra Strategic's own breach of these Terms. This Section 12.3 does not apply to matters governed by the indemnification provisions of a signed Agreement, which control for the applicable engagement.

Sierra Strategic will (a) promptly notify you in writing of any claim for which it seeks indemnification (provided that a failure or delay in notice relieves you of your obligations only to the extent you are materially prejudiced), (b) grant you sole control of the defense and settlement of the claim (except that you may not settle any claim in a manner that imposes any non-monetary obligation or admission of fault on Sierra Strategic without its prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at your expense. Sierra Strategic may participate in the defense with counsel of its own choosing at its own expense.

13. Dispute Resolution and Governing Law

13.1. Governing Law. These Terms, and any dispute arising out of or relating to these Terms, the Site, or the Services, are governed by the laws of the State of California, without regard to its conflict-of-laws principles, and, where applicable, by controlling United States federal law.

13.2. Venue. Subject to Section 13.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sacramento County, California, for any action permitted to be brought in court, and each party waives any objection to that venue.

13.3. Agreement to Arbitrate. Except as provided in this Section 13.3, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services that is not governed by a signed Agreement and that cannot be resolved through good-faith negotiation within thirty (30) days will be resolved exclusively by final and binding individual arbitration, rather than in court. This Section 13.3 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The arbitration will be administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules (the "Rules"), as modified by these Terms, before a single neutral arbitrator. The seat of the arbitration is Sacramento County, California, and any in-person hearing will be held there unless the parties agree otherwise or the arbitrator orders telephonic or video proceedings. The arbitrator will apply the governing law identified in Section 13.1 and may award any relief available in an individual action in court. Judgment on the award may be entered in any court of competent jurisdiction. The allocation of arbitration fees and costs is governed by the Rules and by applicable law; where applicable law requires Sierra Strategic to bear costs unique to arbitration in order for this Section to be enforceable, Sierra Strategic will bear those costs.

Exceptions. Notwithstanding the foregoing, (a) either party may bring an individual action in small claims court for a dispute within that court's jurisdiction, and (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect or enforce its intellectual property rights or Confidential Information.

Right to Opt Out. You may opt out of this Section 13.3 by sending written notice of your decision to opt out to hello@sierra-strategic.com within thirty (30) days after you first agree to these Terms. The notice must state your name, the entity you represent, and an unambiguous statement that you wish to opt out of arbitration. If you opt out, Section 13.2 governs the resolution of disputes; opting out has no effect on any prior or other agreement to arbitrate.

Severability of this Section. If the agreement to arbitrate in this Section 13.3 is found unenforceable, then, except as provided in Section 13.4, the parties' disputes will be resolved in the courts identified in Section 13.2.

13.4. Class-Action Waiver. ALL DISPUTES SUBJECT TO ARBITRATION UNDER SECTION 13.3 MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of class, collective, or representative proceeding. If this Section 13.4 is found unenforceable as to a particular claim or request for relief, then that claim or request, and only that claim or request, will be severed from arbitration and brought exclusively in the courts identified in Section 13.2; the remainder of Section 13.3 will continue to apply to all other claims. This Section 13.4 survives termination of these Terms.

13.5. Time to Bring Claims. To the extent permitted by applicable law, any claim arising out of or relating to these Terms, the Site, or the Services that is not governed by a signed Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred. This Section 13.5 does not apply to, and does not shorten the limitations period for, any claim that applicable law prohibits from being contractually shortened, including claims under the California Consumer Privacy Act.

13.6. Engagement Disputes. Disputes arising out of a specific engagement are governed by the dispute-resolution and governing-law provisions of the applicable Agreement, which control over this Section 13 for that engagement.

14. Force Majeure

Neither party is liable for any failure or delay in performance (other than a payment obligation) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, governmental action, labor disturbance, and the failure, disruption, or unavailability of the internet, power, hosting, or other third-party platforms on which the Site or the Services depend. The affected party will use reasonable efforts to resume performance promptly. If a force majeure event affecting Sierra Strategic's performance continues for more than thirty (30) consecutive days, either party may terminate the affected engagement on written notice, with refund and wind-down handled under the applicable Agreement and the Refund & Payment Policy.

15. Assignment

You may not assign or transfer these Terms, or any right or obligation under them, without Sierra Strategic's prior written consent, and any purported assignment in violation of this Section 15 is void. Sierra Strategic may assign these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to a successor in interest. These Terms bind and benefit the parties and their permitted successors and assigns.

16. Entire Agreement; Order of Precedence

16.1. These Terms, together with the Policies and any signed Agreement, constitute the entire agreement between you and Sierra Strategic regarding the Site and the Services, and supersede all prior or contemporaneous understandings on that subject.

16.2. In the event of a conflict among the documents governing an engagement, the following order of precedence controls: (a) first, the signed Client Services Agreement, including its Statement of Work; (b) second, these Terms; and (c) third, the Policies. The order of precedence in this Section 16.2 applies except that, on the specific subjects of privacy and of payment and refunds, the Privacy Policy and the Refund & Payment Policy respectively control over any general statement in these Terms, to the extent of the conflict.

16.3. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Nothing in these Terms limits or excludes any liability or right that may not be limited or excluded under applicable law, and each limitation in these Terms applies only to the maximum extent the law permits.

16.4. No Waiver. No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise precludes any further exercise.

16.5. Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17. Changes to These Terms

Sierra Strategic may revise these Terms. Sierra Strategic will provide reasonable advance notice of material changes to these Terms by posting the revised Terms with an updated "Last updated" date and, where it has your email address, by email. Changes apply prospectively only and do not apply to any dispute of which Sierra Strategic had notice before the change took effect. Your continued use of the Site or the Services after the revised Terms take effect constitutes your acceptance of them. Terms in effect at the time an Agreement is signed govern that engagement, except as the Agreement provides.

18. Notices and Contact

18.1. Notices to Sierra Strategic under these Terms must be sent to:

Sierra Strategic Consulting LLC
2108 N Street
Sacramento, California 95816
USA
Email: hello@sierra-strategic.com

18.2. Sierra Strategic may provide notices to you by email to an address you have provided, by posting on the Site, or through the Services. You consent to receive notices electronically.