This Services Agreement (the “Agreement”) is entered into by and between Meridian SEO, LLC, a New York limited liability company with its principal place of business in Harlem, New York, New York (“Meridian”), and the client identified in the signature block below (“Client”). This Agreement takes effect on the date Client signs below (the “Effective Date”).
1. Services
Meridian will produce a promotional brand film for Client’s business (the “Production”). The engagement consists of: (a) PRE-PRODUCTION — a concept and creative direction developed with Client, a written script and shot list approved by Client before the shoot date, and scheduling and location planning; (b) PRODUCTION — one (1) principal photography day of up to ten (10) hours at Client’s location, staffed by a professional crew covering camera, lighting, and sound, and carried out under a certificate of insurance for the shoot; (c) POST-PRODUCTION — a professional edit including color correction, sound mix, music, and captions, delivered as one (1) primary master film together with vertical short-form cutdowns formatted for social platforms, with two (2) rounds of revisions included; and (d) DISTRIBUTION — keyword research for the finished film, title, description, tag and thumbnail optimization for Client’s YouTube channel, and publishing. OPTIONAL AI-ASSISTED VIDEO: Client may separately commission AI-assisted social videos of up to sixty (60) seconds each. In every such video, all footage depicting Client’s actual premises, food, products, staff, or customers is REAL footage captured by Meridian or supplied by Client — Meridian will not synthesize, simulate, or generate images of Client’s premises, food, products, staff, or customers. Generative AI is used only for motion graphics, typography, transitions, stylized or abstract background imagery, and animated brand elements. Meridian will not produce AI-generated testimonials, reviews, endorsements, or synthetic personas presented as real customers or real people. Deliverables carry disclosure of AI involvement where a platform’s rules or applicable law require it, and Client reviews and approves every deliverable before publication. NO GUARANTEE OF PERFORMANCE: Meridian does not guarantee any level of views, engagement, bookings, or revenue resulting from the Production.
2. Fees and Payment
The fee for a Signature Brand Film starts at $10,000 for the single-day production described in Section 1. The final fee depends on scope — additional shoot days, additional locations, paid talent, sets, or specialty equipment price above the starting fee — and is quoted to Client in writing and agreed before the shoot date is booked. Payment is fifty percent (50%) of the quoted fee due at booking, which reserves the crew and the date, and the balance due on delivery of the final approved film. The booking deposit is non-refundable once crew and equipment are committed, because those costs are incurred on Client’s behalf whether or not the shoot proceeds. AI-assisted social videos of up to sixty (60) seconds are $1,500 each, or $1,000 each for Client while an active Done-For-You Signature Partner in good standing, or $3,600 for a pack of four (4). Reasonable travel outside the Harlem, New York area is billed separately at cost. If a shoot must be postponed for weather, a Client-side closure, or any other reason outside Meridian’s control, Meridian will reschedule to the next mutually available date at no additional production fee; any non-recoverable third-party costs already incurred are passed through at cost. CLIENT RESPONSIBILITIES: Client is responsible for securing written releases from any staff, patrons, or other individuals appearing in the Production, and for lawful access to the shoot location. Meridian licenses all music used in the Production. USAGE RIGHTS: on final payment, Client receives a perpetual, worldwide right to use the delivered film and cutdowns in its own marketing, including paid advertising. Meridian retains the right to display the work in its own portfolio and marketing. Raw and unused footage remains Meridian’s and may be licensed to Client separately on request. Fees, refunds, and cancellation are further governed by Meridian’s published Terms of Service (meridianseo.ai/terms) and Refund Policy (meridianseo.ai/refund), which are incorporated by reference. Client may cancel the monthly service at any time, effective at the end of the then-current billing period.
3. No Guarantee of Rankings or Results
Client acknowledges and agrees that search engines, artificial-intelligence answer services, and online directories (including, without limitation, Google, Google Maps, ChatGPT, and similar services) are operated by third parties whose algorithms, policies, and results Meridian does not control. MERIDIAN DOES NOT GUARANTEE ANY PARTICULAR SEARCH RANKING, MAP PLACEMENT, POSITION, CITATION, TRAFFIC LEVEL, LEAD VOLUME, OR REVENUE OUTCOME. Meridian will use commercially reasonable, good-faith efforts, consistent with current professional knowledge and practice, to improve Client’s online visibility. No employee, agent, or representative of Meridian is authorized to promise specific rankings or results, and Client confirms it is not relying on any such promise in signing this Agreement.
4. Use of Artificial Intelligence
Client acknowledges that the Services are delivered using a combination of (a) artificial-intelligence systems — including AI models provided by Anthropic (Claude) and comparable providers — operating on the Meridian SEO platform, (b) Meridian’s own research, tooling, and know-how, and (c) human direction and review by Meridian. AI-generated website content is reviewed before publication; however, Client is responsible for reviewing the website and confirming the accuracy of all statements about Client’s own business, licensing, pricing, and services before and after launch, and for promptly notifying Meridian of any needed corrections.
5. Client Responsibilities
Client will (a) provide timely, accurate, and complete information and materials reasonably requested by Meridian (including business details, photographs, and logo); (b) warrant that it owns or has the right to use all materials it supplies, and that those materials do not infringe any third party’s rights; and (c) ensure that all claims about its own products and services are truthful and comply with applicable law. Client is solely responsible for the conduct of its business.
6. Ownership
As between the parties, Client owns its business information, supplied materials, domain name, and the website content created for Client under this Agreement. Meridian retains all right, title, and interest in and to the Meridian SEO platform, software, designs, tooling, and know-how used to deliver the Services. Upon termination, Client may export its website content as provided in the Terms of Service. Client grants Meridian a limited right to identify Client and display the completed website in Meridian’s portfolio and marketing, unless Client opts out in writing.
7. Term and Termination
This Agreement begins on the Effective Date and continues until the Services are completed or Client’s subscription or monthly service is canceled by either party. Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice. If a payment is not received, fails, or Client’s subscription is canceled or expires, Client’s website will remain live and published through the end of the billing period already paid for (or, if that date is unavailable, for up to thirty (30) additional days), after which Meridian may pause the website’s public availability until payment resumes. Pausing does not delete Client’s website, content, or data, and Meridian will restore the website promptly upon resumption of payment. Meridian may, after an extended period of non-payment, archive or remove Client’s data as further described in the Terms of Service. Sections 3, 4, 6, 8, 9, and 10 survive termination.
8. Disclaimer; Limitation of Liability
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND MERIDIAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT. MERIDIAN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO MERIDIAN IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MERIDIAN IS NOT LIABLE FOR THE ACTS, OMISSIONS, OUTAGES, OR POLICY DECISIONS OF THIRD-PARTY PLATFORMS, INCLUDING SEARCH ENGINES AND AI SERVICES.
9. Governing Law; Venue; Jury Waiver
This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County (Manhattan), New York, for any dispute arising out of or relating to this Agreement, and EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.
10. General
The parties are independent contractors. This Agreement, together with the documents incorporated by reference in Section 2, is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions. Any amendment must be in a writing signed by both parties. If any provision is held unenforceable, the remainder stays in effect. This Agreement may be signed in counterparts, and electronic signatures (including typed and e-signed signatures) are valid and binding.