1. Acceptance of Terms
Welcome to Vystoria LLC (“Company,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of our website located at https://vystoria.com/ (the “Site”) and the SEO and digital advertising consulting services we provide (the “Services”). By accessing our Site, requesting information, or engaging our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms and our Privacy Policy. If you do not agree to all of these Terms, you are prohibited from using the Site and Services.
2. Description of Services
Vystoria LLC provides professional consulting services, which may include but are not limited to: Search Engine Optimization (SEO) audits, strategy development, keyword research, content planning, technical SEO recommendations, advertising campaign analysis (e.g., Google Ads, Meta Ads), and related digital marketing advisory services. All Services are provided on a project or ongoing retainer basis, as detailed in a separate Statement of Work (“SOW”) or Service Agreement.
3. Client Responsibilities
To enable us to perform the Services effectively, you agree to:
- Provide accurate, complete, and timely information necessary for the project.
- Grant necessary access to websites, advertising accounts, analytics platforms, and other relevant tools (e.g., Google Search Console, Google Analytics, ad platforms) as mutually agreed.
- Designate a single point of contact for communication to ensure efficiency.
- Make timely decisions and provide feedback as required to keep the project on schedule.
- Ensure you have the legal right to share any data, credentials, or materials you provide to us.
4. Fees, Payment, and Refunds
- Fees: All fees for Services will be outlined in a written SOW or proposal. Fees are quoted in US Dollars ($USD).
- Payment Processing: We use Stripe, a third-party payment processor, to bill you. By providing a payment method, you agree to Stripe’s terms and our payment terms. We do not store your full payment card details on our servers.
- Payment Terms: Unless otherwise stated in an SOW, payments are due as follows:
- For one-time projects: A deposit may be required to commence work, with the balance due upon completion or according to a defined milestone schedule.
- For ongoing retainers: Fees are billed monthly in advance.
- Late Payments: Payments overdue by more than 15 days may be subject to a late fee of 1.5% per month (or the maximum allowed by law) and may result in a suspension of Services.
- Refunds: Due to the custom, advisory, and time-based nature of our Services, we do not offer refunds for work already performed, except as required by law or at our sole discretion.
5. Intellectual Property
- Our IP: All pre-existing materials, know-how, methodologies, tools, reports, templates, and intellectual property developed by Vystoria LLC prior to or independently of the Services remain our sole and exclusive property.
- Client IP: All pre-existing materials, trademarks, and data you provide to us remain your sole and exclusive property.
- Deliverables: Upon full payment of all fees, we grant you a non-exclusive, non-transferable license to use the specific final reports, strategies, and recommendations created for you as part of the Services (“Deliverables”) for your own internal business purposes. We retain the right to use anonymized, aggregated data and general knowledge gained for our own business development.
6. Confidentiality
Both parties agree to hold in confidence any proprietary or confidential information disclosed by the other party (“Confidential Information”) and to use it only for the purpose of fulfilling these Terms. This obligation survives the termination of our engagement.
7. Disclaimer & Limitation of Liability
- No Guarantees: You acknowledge that SEO and digital advertising are dynamic fields. We provide our expertise and best efforts, but we do not guarantee specific rankings, traffic levels, click-through rates, conversion rates, or Return on Investment (ROI). Search engine algorithms and advertising platform policies change frequently and are outside our control.
- Limitation of Liability: To the fullest extent permitted by law, Vystoria LLC’s total liability arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by you to us for the specific Services giving rise to the claim in the six (6) months prior to the event. In no event shall we be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages.
8. Term and Termination
- Term: These Terms remain in effect while you use our Site or engage our Services.
- Termination for Services: Either party may terminate an ongoing Service engagement by providing written notice as specified in the SOW (typically 30 days). For project-based work, termination may result in a fee for work completed up to the termination date.
- Termination for Cause: We may suspend or terminate your access to the Site or Services immediately if you breach these Terms.
9. Indemnification
You agree to indemnify, defend, and hold harmless Vystoria LLC and its members, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the Site or Services, your violation of these Terms, or your violation of any third-party rights.
10. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, USA, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal or state courts located in Bernalillo County, New Mexico. You waive any objection to venue in such courts.
11. General Provisions
- Independent Contractor: Vystoria LLC is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship.
- Entire Agreement: These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between you and Vystoria LLC regarding the Services.
- Modifications: We reserve the right to modify these Terms at any time. We will post the revised Terms on the Site with an updated “Last Updated” date. Your continued use of the Site or Services after such posting constitutes your acceptance of the changes.
- Force Majeure: We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control.
12. Contact Information
If you have any questions about these Terms, please contact us at:
Vystoria LLC
1209 Mountain Road Pl NE, STE R
Albuquerque, NM 87110
Email: hello@vystoria.com
