Terms and Conditions

This policy is effective as of 04-12-2025.

1. Acceptance of Terms

By accessing and using the Ocryn website (https://ocryn.com/) and/or engaging Ocryn for any services (including but not limited to SEO, Digital Marketing, PPC, Web Development, and Consulting), you agree to be bound by these Terms and Conditions (“Terms”). These Terms govern your access to and use of the website and the provision of all services provided by Ocryn (“we,” “us,” or “our”). If you disagree with any part of the Terms, you may not access the website or engage our services.

2. Services Provided

Ocryn provides specialized professional services including:

  • Search Engine Optimization (SEO): Strategy, audits, technical implementation, content optimization, and link building.
  • Digital Marketing & PPC: Campaign strategy, management, execution, and reporting for various digital advertising platforms (e.g., Google Ads, social media).
  • Web Development & Design: Custom website building, platform integration, design, maintenance, and hosting (where explicitly agreed upon).
  • Consulting: Strategic advice and planning related to digital presence and business growth.

Specific scopes of work, fees, and timelines for client engagements will be detailed in a separate Statement of Work (SOW) or Service Agreement, which shall be incorporated into these Terms by reference. In the event of a conflict, the SOW shall take precedence regarding the specific service deliverables.

3. Client Responsibilities

As a client engaging Ocryn, you agree to:

  • Provide Timely Access: Grant Ocryn necessary access to accounts, analytics, domain registration, hosting, and relevant third-party tools (e.g., CMS, Google Analytics, ad platforms) required to perform the services.
  • Content and Materials: Supply all requested content, images, trademarks, and branding materials in a timely manner. You warrant that you own or have the proper license to use any materials you provide.
  • Decision Making: Provide prompt feedback, approvals, and decisions required to keep the project moving according to the agreed schedule. Delays caused by the client may result in schedule and cost adjustments.
  • Compliance: Ensure your business operations and content comply with all applicable local, state, national, and international laws and regulations.

4. Payment Terms and Fees

4.1. Fees

Fees for services are outlined in the SOW or service proposal. Unless otherwise stated, all fees are exclusive of any applicable taxes, duties, or government charges, which shall be your sole responsibility.

4.2. Payment Schedule

Payment terms (e.g., monthly retainer, upfront deposit, milestone payments) will be specified in the SOW.

  • Deposits: Non-refundable deposits may be required to commence work.
  • Invoicing: Invoices are typically issued [e.g., on the 1st of the month/upon milestone completion] and are due within [e.g., 7/15/30] days of the invoice date.

4.3. Late Payments

Ocryn reserves the right to suspend all services, including website hosting and marketing campaigns, if payment is not received by the due date. A late fee of [e.g., 1.5% per month or the maximum rate permitted by law] may be applied to overdue balances.

5. Intellectual Property Rights

5.1. Client IP

You retain ownership of all intellectual property rights in any materials, content, data, or accounts provided by you to Ocryn.

5.2. Ocryn IP and Licensed Tools

Ocryn retains ownership of all intellectual property rights in its proprietary methodologies, processes, internal code libraries, non-client-specific tools, and underlying structures developed prior to or outside of the specific SOW.

5.3. Deliverable Ownership (Web Development)

Upon full and final payment for a Web Development project, the ownership of the final website design and code unique to your project shall be transferred to you. This transfer excludes any third-party licenses (e.g., themes, plugins, fonts) that remain governed by their respective owners’ licenses.

6. Termination of Services

6.1. Termination by Client

You may terminate a service agreement by providing written notice [e.g., 30 days] in advance, as specified in your SOW. Upon termination, you remain responsible for payment of all services rendered and expenses incurred up to the effective termination date, including any non-cancellable third-party commitments.

6.2. Termination by Ocryn

Ocryn may terminate services immediately, with written notice, if: (a) you fail to pay any outstanding invoice within [e.g., 15] days of the due date; (b) you materially breach any term of this agreement; or (c) your business practices are deemed illegal, unethical, or harmful to Ocryn’s reputation.

6.3. Effect of Termination

Upon termination, Ocryn will cease all work. The client will be responsible for downloading all data and content from Ocryn’s systems, as we may delete client data after [e.g., 30 days] post-termination.

7. Warranties and Disclaimers

7.1. Ocryn Warranties

Ocryn warrants that it will perform the services in a professional and workmanlike manner consistent with industry standards.

7.2. Disclaimers

  • No Guarantees: You acknowledge that Ocryn makes no guarantee regarding specific SEO rankings, traffic volumes, or conversion rates as these outcomes are influenced by external factors (e.g., search engine algorithms, competitor actions) outside of our direct control.
  • As Is: The website is provided on an “as is” and “as available” basis. Ocryn expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

In no event shall Ocryn, its directors, employees, or agents be liable to you for any indirect, incidental, special, punitive, or consequential damages whatsoever, including any loss of profits, loss of data, or loss of goodwill, arising from or relating to your use of the website or the services, even if Ocryn has been advised of the possibility of such damages.

Ocryn’s total liability for any claim arising out of or relating to these Terms or the services provided shall not exceed the total fees paid by the client to Ocryn for the specific services that gave rise to the claim during the six (6) months immediately preceding the claim.

8.2. Indemnification

You agree to defend, indemnify, and hold harmless Ocryn, its affiliates, licensors, and service providers, and its respective officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the services; or (c) any content or materials you provide that infringe upon the intellectual property or other rights of any third party.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [Insert Governing Jurisdiction, e.g., the State of New York], without regard to its conflict of law principles.

Any dispute arising out of or related to these Terms or the services shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within [e.g., 60] days, the parties agree to submit to binding arbitration in [Insert City and State of Arbitration] in accordance with the rules of the [Insert Arbitration Body, e.g., American Arbitration Association].

10. Miscellaneous Provisions

10.1. Entire Agreement

These Terms, together with any applicable SOWs or Service Agreements, constitute the sole and entire agreement between you and Ocryn regarding the website and the services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

10.2. Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

10.3. Waivers

No waiver by Ocryn of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ocryn to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

11. Changes to the Terms

Ocryn reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least [e.g., 30 days’] notice prior to any new terms taking effect. By continuing to access or use our services after those revisions become effective, you agree to be bound by the revised terms.

Contact Information: For any questions regarding these Terms, please contact us.