Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at https://defynedseo.com/ (the "Website") and the services provided by LedHux Holdings LLC, an Ohio limited liability company, doing business as Defyned SEO ("DEFYNED," "we," "us," or "our").

By accessing the Website, submitting an inquiry, requesting a proposal, purchasing services, or otherwise engaging DEFYNED, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Our Services

DEFYNED provides branding, graphic design, website design and development, search engine optimization (SEO), social media and digital marketing, paid advertising, lead-generation, and related consulting and marketing services.

Specific services, deliverables, timelines, fees, and other project requirements may be established in a separate proposal, statement of work, service agreement, order, or other written agreement between DEFYNED and the client ("Service Agreement").

If a Service Agreement conflicts with these Terms, the Service Agreement will control with respect to the specific services covered by that agreement.

2. Website Use

You may use this Website for lawful purposes only.

You agree not to:

• Use the Website for any unlawful or fraudulent purpose;
• Attempt to gain unauthorized access to the Website or its systems;
• Interfere with the operation or security of the Website;
• Copy, reproduce, modify, distribute, or exploit Website content without authorization;
• Introduce malicious code, viruses, or other harmful material; or
• Use the Website in a manner that could damage DEFYNED, its clients, or other users.

We reserve the right to restrict or terminate access to the Website when we reasonably believe these Terms have been violated.

3. Proposals and Service Agreements

Information displayed on the Website, including service descriptions and starting prices, is provided for general informational purposes and does not constitute a binding offer.

A project becomes binding when the parties enter into a Service Agreement, proposal, statement of work, or other written agreement and any required deposit or initial payment has been received.

Services and deliverables may vary depending on the client's selected package, project requirements, scope, and Service Agreement.

4. Pricing and Payment

Fees for services will be stated in the applicable proposal, Service Agreement, invoice, or other written communication.

Unless otherwise agreed in writing, payment terms established in the applicable Service Agreement will govern.

The client is responsible for providing accurate billing information and making payments when due.

If a payment becomes overdue, DEFYNED may, subject to the applicable Service Agreement, suspend work, withhold deliverables, suspend access to services, or terminate the engagement.

Additional work outside the agreed scope may result in additional fees.

5. Recurring Services

Certain DEFYNED services may be provided on a recurring or monthly basis, including SEO, digital marketing, advertising management, content creation, social media management, reporting, and related services.

Recurring services will be governed by the applicable Service Agreement, including its pricing, billing frequency, cancellation requirements, and renewal terms.

DEFYNED's marketing packages may be offered on a month-to-month basis unless otherwise stated in the applicable agreement.

6. Client Responsibilities

Clients are responsible for providing information, materials, approvals, access credentials, account permissions, and other resources reasonably necessary for DEFYNED to perform the services.

Clients represent that they have the necessary rights and permissions to provide materials to DEFYNED for use in connection with the services.

Delays caused by missing information, delayed approvals, unavailable access, or other client-related issues may affect project schedules and delivery dates.

7. Website Development and Hosting

Where website design, development, maintenance, or hosting is included in a Service Agreement, the scope of those services will be determined by the applicable agreement.

Hosting, domain registration, software, plugins, APIs, payment processors, analytics platforms, advertising platforms, and other third-party services may be subject to separate terms and fees.

DEFYNED does not guarantee uninterrupted availability, security, compatibility, or performance of third-party services.

8. Search Engine Optimization and Marketing Results

DEFYNED uses commercially reasonable strategies and professional expertise to improve online visibility, traffic, engagement, conversions, and other agreed performance objectives.

However, SEO, advertising, social media, and digital marketing performance depends on numerous factors outside DEFYNED's control.

Accordingly, DEFYNED does not guarantee:

• A specific search engine ranking;
• A particular amount of website traffic;
• A specific number of leads or sales;
• A particular advertising return on investment (ROI);
• A specific conversion rate;
• Continued placement in search engine results;
• Approval of advertisements by third-party platforms; or
• Any particular business revenue or profit.

Search engines and advertising platforms may change their algorithms, policies, requirements, pricing, or functionality without notice.

9. Third-Party Platforms

DEFYNED may use or manage third-party platforms and services, including search engines, advertising platforms, social media platforms, analytics tools, hosting providers, CRM systems, and other technology providers.

DEFYNED does not control third-party platforms and is not responsible for changes, outages, suspensions, policy decisions, algorithm changes, account restrictions, or other actions taken by those providers.

Clients remain responsible for complying with applicable third-party platform terms and policies relating to their accounts.

10. Intellectual Property

Unless otherwise stated in a Service Agreement, DEFYNED retains ownership of its pre-existing materials, proprietary processes, templates, systems, methodologies, software, tools, know-how, and other intellectual property used to perform the services.

Ownership or licensing of final client-specific deliverables will be determined by the applicable Service Agreement and, where applicable, will transfer or become available to the client following full payment.

Third-party materials remain subject to their respective owners' rights and license terms.

11. Client Materials

Clients retain ownership of materials they provide to DEFYNED, subject to any rights granted to DEFYNED for purposes of providing the services.

By providing materials, the client grants DEFYNED the limited rights reasonably necessary to use, reproduce, modify, publish, or otherwise process those materials for the purpose of performing the agreed services.

The client represents that it has the necessary rights to provide such materials and authorizes DEFYNED to use them as required for the project.

12. Portfolio and Marketing Rights

Unless otherwise agreed in writing, DEFYNED may identify a client as a customer and display completed work created for the client in DEFYNED's portfolio, website, presentations, case studies, or other promotional materials.

A client may request that certain confidential information or unpublished work not be publicly displayed, subject to a written agreement with DEFYNED.

13. Revisions and Approvals

The number of revisions, review periods, approvals, and other project procedures will be determined by the applicable Service Agreement or selected service package.

Client-approved work may be considered final. Additional revisions or changes outside the agreed scope may be billed separately.

The client is responsible for reviewing and approving materials before publication or launch.

14. Cancellation and Termination

Either party may terminate services in accordance with the cancellation and termination provisions of the applicable Service Agreement.

DEFYNED may suspend or terminate services if the client:

• Fails to make required payments;
• Breaches these Terms or an applicable Service Agreement;
• Provides unlawful or infringing materials;
• Fails to provide necessary cooperation or access; or
• Engages in conduct that creates a material legal, security, or reputational risk for DEFYNED.

Upon termination, the client remains responsible for fees and approved expenses incurred before the effective termination date, subject to the applicable Service Agreement.

15. Refunds

Refund eligibility, if any, will be determined by the applicable Service Agreement, proposal, invoice, or written refund policy.

Unless otherwise expressly agreed in writing, fees for services already performed, approved expenses, third-party costs, and completed deliverables are not automatically refundable.

16. Disclaimer of Warranties

The Website and its content are provided on an "as is" and "as available" basis to the fullest extent permitted by applicable law.

DEFYNED does not warrant that the Website or any service will be uninterrupted, error-free, completely secure, or free from harmful components.

Except as expressly provided in a written Service Agreement, DEFYNED disclaims warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.

17. Limitation of Liability

To the fullest extent permitted by applicable law, DEFYNED and its owners, officers, employees, contractors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of data, or loss of goodwill arising from or related to the Website or services.

To the fullest extent permitted by law, DEFYNED's aggregate liability arising from a service engagement will not exceed the amount actually paid by the client to DEFYNED for the specific services giving rise to the claim during the six (6) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.

18. Indemnification

To the fullest extent permitted by applicable law, the client agrees to defend, indemnify, and hold harmless DEFYNED and its owners, officers, employees, contractors, and representatives from claims, damages, liabilities, losses, costs, and expenses arising from:

• Materials supplied by the client;
• The client's violation of applicable law or third-party rights;
• The client's misuse of the services or Website; or
• The client's breach of these Terms or an applicable Service Agreement.

19. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with the services.

Each party agrees to use reasonable care to protect confidential information and to use such information only for purposes related to the business relationship.

Confidential information does not include information that is publicly available, independently developed, lawfully obtained from another source, or required to be disclosed by law.

20. Privacy

DEFYNED may collect and process information submitted through the Website, including information provided through contact, consultation, quote, and project forms.

Use of personal information is subject to DEFYNED's Privacy Policy.

21. Third-Party Links

The Website may contain links to third-party websites, platforms, or resources.

These links are provided for convenience. DEFYNED does not control and is not responsible for the availability, content, security, privacy practices, or policies of third-party websites.

Accessing third-party websites is at your own risk.

22. Changes to These Terms

DEFYNED may update these Terms from time to time.

Updated Terms will be posted on the Website with a revised effective date. Continued use of the Website after updated Terms become effective constitutes acceptance of the revised Terms, to the extent permitted by applicable law.

Changes to an existing client's Service Agreement will be governed by the amendment provisions of that agreement.

23. Governing Law

These Terms will be governed by and interpreted in accordance with the laws of the State of Ohio, without regard to its conflict-of-law principles, unless otherwise required by applicable law or provided in a separate Service Agreement.

Any dispute arising from these Terms will be subject to the jurisdiction and venue specified in the applicable Service Agreement or, if no such provision exists, the appropriate courts located in Champaign County, Ohio.

24. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

25. Entire Agreement

These Terms, together with any applicable Service Agreement, proposal, statement of work, order, or other written agreement between DEFYNED and the client, constitute the agreement concerning the subject matter addressed therein.

If there is a conflict between these Terms and a specific Service Agreement, the Service Agreement will control for the services covered by that agreement.

26. Contact Information

Questions regarding these Terms may be directed to:

LedHux Holdings LLC, doing business as DEFYNED SEO
114 N Main St
Urbana, OH 43078
United States

Email: info@defynedseo.com
Phone: +1 (937) 975-3339