Terms of Service — Atomic Digital Sales

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and LUPANNTI POWER ECOM LLC, doing business as Atomic Digital Sales ("Company," "we," "our," or "us"), with its principal place of business at 9701 Montgomery Blvd NE #1162, Albuquerque, NM 87111.

By accessing our website at atomicdigitalsales.com, submitting a contact form, scheduling a strategy call, or engaging our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and must not use our services.

2. Description of Services

Atomic Digital Sales provides professional sales closing and revenue optimization services, including but not limited to:

High-ticket sales closing: Our trained closers conduct sales calls on your behalf, closing deals for your products, programs, or services.
Pipeline management: Systematic lead follow-up, pipeline tracking, and opportunity management within your existing CRM or ours.
Discovery and qualification: Pre-call screening and lead qualification to ensure only high-quality prospects reach your sales pipeline.
Objection handling: Development of objection maps and response frameworks tailored to your specific market and offer.
Sales architecture: Custom sales scripts, call flows, closing sequences, and operational playbooks designed for your business.
Revenue analytics: Performance tracking, call analysis, conversion reporting, and data-driven optimization recommendations.

The specific scope of services, deliverables, and performance metrics will be defined in a separate Service Agreement or Statement of Work ("SOW") executed between the parties prior to commencement of services.

3. Eligibility

Our services are available to:

Individuals who are at least 18 years of age and are legally able to enter into binding contracts.
Businesses and organizations that are legally registered and operating in compliance with applicable laws.
Entities whose products, services, or programs comply with all applicable laws, regulations, and industry standards.

We reserve the right to refuse service to any individual or entity at our sole discretion, particularly if we determine that the client's products or services are illegal, unethical, deceptive, or harmful to consumers.

4. Client Engagement Process

Our standard engagement process consists of the following steps:

Discovery call: An initial consultation to assess your business, offer, target market, and revenue goals. This call is provided at no cost and carries no obligation.
Proposal and SOW: Based on the discovery call, we will prepare a customized service proposal including scope, pricing, timeline, and key performance indicators (KPIs).
Agreement execution: Both parties must sign the Service Agreement and SOW before services commence. Payment of any applicable retainer or setup fees must be received prior to onboarding.
Onboarding: A structured onboarding period (typically 5-14 business days) during which our team learns your offer, develops custom closing materials, and integrates with your sales tools.
Active closing: Our closers begin taking calls and closing deals according to the agreed-upon scope and schedule.
Ongoing optimization: Regular performance reviews, script updates, and strategy adjustments based on data and results.

5. Payment Terms & Billing

A) Pricing Models

We offer the following pricing structures, as detailed in your specific Service Agreement:

Commission-only (Growth Plan): A percentage of closed revenue (typically 15%) with no upfront retainer. Commission is calculated on collected revenue, not invoiced amounts.
Retainer + Commission (Professional Plan): A fixed monthly retainer fee (starting at $3,500/month) plus a reduced commission rate (typically 10%) on closed revenue.
Custom (Enterprise Plan): Tailored pricing based on scope, volume, and specific requirements. Terms are defined in the Service Agreement.

B) Payment Terms

Retainer fees are due on the first of each month, payable within 5 business days of invoice receipt.
Commission payments are calculated bi-weekly or monthly (as specified in your SOW) and are due within 10 business days of invoice receipt.
Accepted payment methods include bank wire transfer (ACH), credit card, and PayPal.
Late payments will incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.

C) Commission Disputes

If you dispute any commission amount, you must notify us in writing within 15 business days of receiving the invoice. We will work together in good faith to resolve any discrepancies. Undisputed portions of invoices must be paid on time regardless of any pending disputes.

6. Client Obligations

To ensure the success of our partnership, you agree to:

Provide accurate and complete information about your business, offer, pricing, and target market during onboarding and throughout the engagement.
Grant us reasonable access to your CRM, calendar, sales tools, and other systems necessary to perform our services.
Ensure a consistent flow of qualified leads for our closers to work with. Lead volume expectations will be defined in your SOW.
Respond to our communications within a reasonable timeframe (typically 24-48 business hours) to avoid delays in service delivery.
Ensure that your products, services, and business practices comply with all applicable laws and regulations.
Not engage our closers in any activity that is illegal, fraudulent, deceptive, or harmful to consumers.
Provide timely and accurate payment as outlined in Section 5.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information exchanged during the course of the engagement, including but not limited to:

Business strategies, pricing models, and financial information.
Customer lists, lead data, and CRM records.
Sales scripts, objection maps, and closing playbooks developed by our team.
Trade secrets, technical information, and marketing strategies.
Performance data, call recordings, and analytics reports.

This confidentiality obligation survives the termination of the engagement for a period of two (2) years. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed by the receiving party; or (d) is lawfully received from a third party without restriction.

8. Intellectual Property

A) Company IP

All proprietary methodologies, frameworks, training materials, and general sales systems developed by Atomic Digital Sales remain our exclusive intellectual property. You are granted a non-exclusive, non-transferable license to use these materials solely for the duration of the engagement.

B) Client IP

All intellectual property owned by you prior to the engagement, including your brand, products, trademarks, and proprietary content, remains your exclusive property.

C) Custom Work Product

Custom sales scripts, objection maps, and closing playbooks created specifically for your business during the engagement will be jointly owned. Upon termination of the engagement and fulfillment of all outstanding payment obligations, full ownership of these custom materials transfers to you.

9. Performance Guarantee

For retainer-based plans (Professional and Enterprise), we offer a 30-day performance guarantee:

If you are not satisfied with the performance of our services within the first 30 days of the active closing phase (post-onboarding), you may request a full refund of the retainer paid for that period.
This guarantee applies to the retainer portion only, not to any commissions earned on closed deals.
To claim this guarantee, you must notify us in writing within 35 days of the commencement of the active closing phase.
This guarantee is limited to one claim per client and does not apply if the lack of results is attributable to factors outside our control, such as insufficient lead volume, changes to your offer or pricing during the guarantee period, or failure to provide the access and information required under Section 6.

Commission-only plans (Growth) carry zero upfront financial risk by design, as payment is tied exclusively to closed revenue.

10. Termination

A) By Either Party

Either party may terminate the Service Agreement with 30 days' written notice, unless a different notice period is specified in your SOW.

B) Immediate Termination

Either party may terminate the agreement immediately if the other party:

Commits a material breach of these Terms or the Service Agreement and fails to cure such breach within 15 days of written notice.
Becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.
Engages in any illegal, fraudulent, or grossly negligent conduct.

C) Effect of Termination

Upon termination:

All outstanding fees, retainers, and commissions earned through the termination date become immediately due and payable.
Commissions on deals closed during the engagement period that are paid by customers after termination remain payable for a period of 90 days following the termination date.
Each party shall return or destroy all confidential information of the other party.
Custom work product will be transferred to you upon fulfillment of all payment obligations, as described in Section 8.
Sections 7 (Confidentiality), 8 (IP), 11 (Liability), 12 (Indemnification), and 14 (Governing Law) survive termination.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

IN NO EVENT SHALL ATOMIC DIGITAL SALES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OR INABILITY TO USE OUR SERVICES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
WE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM FACTORS OUTSIDE OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO LEAD QUALITY, MARKET CONDITIONS, CHANGES TO YOUR OFFER, OR CUSTOMER PAYMENT DEFAULTS.

12. Indemnification

You agree to indemnify, defend, and hold harmless Atomic Digital Sales, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:

Your use of our services or any activity related thereto.
Your violation of these Terms or any applicable law or regulation.
Your violation of any rights of any third party.
Any misrepresentation about your business, products, or services that you provided to us or that our closers communicated to prospects based on information you supplied.

13. Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee any specific revenue outcomes, close rates, or business results. While we reference historical performance metrics and case studies, past performance is not indicative of future results. Individual results will vary based on numerous factors including offer quality, lead quality, market conditions, pricing, and other variables outside our control.

Any testimonials, case studies, or results shared on our website or in our marketing materials represent individual experiences and are not guaranteed outcomes.

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law provisions.

A) Informal Resolution

Before filing any formal dispute, both parties agree to first attempt to resolve any dispute informally by contacting the other party in writing and engaging in good-faith negotiations for a period of at least 30 days.

B) Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Albuquerque, New Mexico, and the arbitrator's decision shall be final and binding.

C) Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and provide notice through our website or by email.

Changes to these Terms will not apply retroactively to any existing Service Agreement. Your continued use of our website or services after the effective date of modified Terms constitutes your acceptance of the changes.

If you do not agree to the modified Terms, you should discontinue your use of our website and services and contact us to discuss the impact on any active Service Agreement.

16. Contact Information

For any questions or concerns regarding these Terms of Service, please contact us:

Email: info@atomicdigitalsales.com
Mail: LUPANNTI POWER ECOM LLC, 9701 Montgomery Blvd NE #1162, Albuquerque, NM 87111, United States