TERMS OF SERVICE
1. PARTIES AND DEFINITIONS These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Delvion Dynamics LLC ("Delvion," "we," "us," or "our"), a New Mexico Limited Liability Company with EIN 39-5004961, with its principal place of business at 1209 Mountain Road Pl NE Ste R, Albuquerque, New Mexico 87110, United States. Definitions: "Services" means the digital marketing services described in Section 3. "Deliverables" means the tangible work product produced under a Service Agreement. "Service Agreement" means the written contract or Statement of Work (SOW) executed by both parties. "Confidential Information" means proprietary or sensitive information disclosed during the business relationship. 2. ACCEPTANCE OF TERMS By accessing or using our website at delviondynamics.com, requesting a proposal, or entering into a Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our website or services. We reserve the right to modify these Terms at any time. Changes become effective upon posting to our website. Continued use after changes constitutes acceptance. 3. SERVICES PROVIDED Delvion Dynamics LLC provides the following professional digital marketing services: 3.1 Search Engine Optimization (SEO) On-page optimization: technical audits, metadata optimization, content structure Off-page optimization: backlink strategy, digital PR, authority building Local SEO: Google Business Profile optimization, local citation management Technical SEO: site speed, mobile optimization, schema markup, crawlability 3.2 Pay-Per-Click Advertising (PPC) Campaign strategy and account structure Google Ads (Search, Display, Shopping, YouTube) Meta Ads (Facebook, Instagram, Messenger) Amazon Advertising Bid management, budget allocation, and ongoing optimization A/B testing and landing page recommendations 3.3 Social Media Management Platform strategy and content calendar development Content creation (graphics, copy, video concepts) Community management and engagement Influencer outreach and partnership coordination Social listening and reputation monitoring 3.4 Content Marketing Content strategy and editorial planning Blog writing and long-form content Website copy and landing page optimization Email newsletter campaigns White papers, case studies, and lead magnets 3.5 Email Marketing List segmentation and audience targeting Automation workflow design (drip campaigns, nurture sequences) Template design and copywriting Deliverability optimization and compliance (CAN-SPAM, GDPR) Performance analytics and reporting 3.6 Brand Strategy Brand positioning and messaging framework Visual identity guidelines (in collaboration with design partners) Market research and competitive analysis Customer persona development Brand voice and tone guidelines 3.7 Marketing Analytics and Reporting Dashboard setup and KPI tracking Monthly performance reports with actionable insights Attribution modeling and ROI analysis Conversion rate optimization recommendations Data visualization and executive summaries 4. ENGAGEMENT PROCESS 4.1 Proposal and Agreement All services require a written Service Agreement or Statement of Work (SOW) that specifies: Scope of services and deliverables Project timeline with milestones Fees, payment schedule, and invoicing terms Intellectual property provisions Confidentiality obligations Termination conditions 4.2 Commencement Work begins only upon: Execution of the Service Agreement by both parties Receipt of the initial deposit (if applicable) Client provision of necessary access credentials and materials 4.3 Client Responsibilities You agree to: Provide timely access to necessary accounts (Google Ads, Meta Business Manager, analytics platforms) Supply brand assets, content guidelines, and historical performance data Respond to requests for feedback or approval within agreed timeframes Designate a primary point of contact with decision-making authority 5. FEES AND PAYMENT 5.1 Pricing Structure All fees are quoted in United States Dollars (USD) and exclude applicable sales tax unless expressly stated otherwise. Our pricing models include: Monthly Retainers: Fixed monthly fee for ongoing services, invoiced on the first business day of each month Project-Based Fees: Fixed fee for defined-scope projects, typically invoiced 50% upfront and 50% upon completion Hourly Consulting: Billed at agreed hourly rates, invoiced monthly with detailed time tracking 5.2 Payment Terms Net 30 days from invoice date Accepted methods: Bank transfer (ACH/wire), check Late payments subject to interest at the lesser of 1.5% per month or the maximum rate permitted by New Mexico law Services may be suspended for accounts past due by 30 days or more 5.3 Expenses Out-of-pocket expenses (third-party tools, stock imagery, paid media budgets, travel) are billed at cost plus any applicable markup, with prior client approval for amounts exceeding $500 per item. 6. INTELLECTUAL PROPERTY 6.1 Pre-Existing Materials All intellectual property rights in our proprietary methodologies, templates, tools, frameworks, and general know-how remain the exclusive property of Delvion Dynamics LLC. 6.2 Client Materials You retain all ownership rights in your trademarks, logos, brand assets, proprietary content, and customer data provided to us for the performance of Services. 6.3 Deliverables Upon full and final payment of all fees: You receive a non-exclusive, perpetual, worldwide license to use the Deliverables for the purposes specified in the Service Agreement We retain the right to use anonymized or aggregated work product for portfolio, marketing, and educational purposes, unless you provide written notice prohibiting such use Third-party assets (stock images, fonts, licensed software) are subject to the terms of their respective licenses 6.4 Work Product During Engagement All work product created during the engagement is owned by Delvion Dynamics LLC until full payment is received, at which point ownership transfers as specified above. 7. CONFIDENTIALITY 7.1 Obligations Both parties agree to: Maintain strict confidentiality of all Confidential Information Use Confidential Information solely for the purpose of performing obligations under the Service Agreement Disclose Confidential Information only to employees, contractors, or advisers with a need to know, who are bound by confidentiality obligations Return or destroy all Confidential Information upon termination or upon request 7.2 Exceptions Confidentiality obligations do not apply to information that: Is or becomes publicly available through no breach of these Terms Was already known to the receiving party prior to disclosure Is independently developed without use of the disclosing party's Confidential Information Is required to be disclosed by law or court order (with prompt notice to the disclosing party) 7.3 Duration Confidentiality obligations survive termination of the Service Agreement for a period of five (5) years, or indefinitely for trade secrets. 8. LIMITATION OF LIABILITY 8.1 Cap on Liability To the maximum extent permitted by law, Delvion Dynamics LLC's total aggregate liability arising out of or relating to these Terms or any Service Agreement shall not exceed the total amount paid by Client to Delvion for the specific services giving rise to the claim during the twelve (12) months preceding the event. 8.2 Exclusion of Consequential Damages In no event shall Delvion be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: Lost profits, revenue, or anticipated savings Loss of data, goodwill, or business reputation Cost of substitute services Business interruption losses 8.3 Exceptions The limitations in Sections 8.1 and 8.2 do not apply to: Fraud, willful misconduct, or gross negligence Death or personal injury caused by negligence Any liability that cannot be excluded under applicable law 9. INDEMNIFICATION You agree to indemnify, defend, and hold harmless Delvion Dynamics LLC and its members, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: Your breach of these Terms or any Service Agreement Your violation of any third-party rights, including intellectual property rights Any content, materials, or instructions you provide to us Your misuse of the Deliverables Any negligent or wrongful act or omission by you 10. TERM AND TERMINATION 10.1 Initial Term Service Agreements commence on the effective date specified therein and continue for the initial term stated (typically 3, 6, or 12 months for retainers). 10.2 Renewal Retainer agreements automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. 10.3 Termination for Convenience Either party may terminate a Service Agreement without cause upon thirty (30) days' written notice. 10.4 Termination for Cause Either party may terminate immediately upon written notice if: The other party materially breaches these Terms and fails to cure within fifteen (15) days of written notice The other party becomes insolvent, files for bankruptcy, or ceases business operations The other party engages in fraudulent or illegal activity 10.5 Effects of Termination Upon termination: Client remains liable for all fees incurred up to the termination date Delvion shall deliver all completed Deliverables for which payment has been received Client shall return or destroy all Confidential Information Provisions that by their nature should survive termination shall continue in effect 11. FORCE MAJEURE Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, pandemics, or failure of telecommunications or internet service providers. During a force majeure event, the affected party shall: Promptly notify the other party Use commercially reasonable efforts to mitigate the impact Resume performance as soon as practicable If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Service Agreement upon written notice. 12. GOVERNING LAW AND DISPUTE RESOLUTION 12.1 Governing Law These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles. 12.2 Jurisdiction The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Bernalillo County, New Mexico, for any disputes arising out of or relating to these Terms. 12.3 Dispute Resolution Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, the parties may agree to non-binding mediation. Nothing herein prevents either party from seeking injunctive relief in court. 13. GENERAL PROVISIONS 13.1 Entire Agreement These Terms, together with the applicable Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements. 13.2 Severability If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable. 13.3 Waiver No waiver of any provision shall be effective unless in writing. Failure to enforce any right shall not constitute a waiver of that right. 13.4 Assignment Client may not assign or transfer these Terms without Delvion's prior written consent. Delvion may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. 13.5 Independent Contractors The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship. 13.6 Notices All notices must be in writing and delivered to: Delvion: 1209 Mountain Road Pl NE Ste R, Albuquerque, NM 87110, or ceo@delviondynamics.com Client: The address specified in the Service Agreement 14. CONTACT INFORMATION For questions about these Terms, please contact: Delvion Dynamics LLC Address: 1209 Mountain Road Pl NE Ste R, Albuquerque, New Mexico 87110, United States Email: ceo@delviondynamics.com Telephone: +1 (505) 631-0958