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 at 157 Columbus Ave, New York, NY 10023 (“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
ONE LOCATION. This Agreement covers a single business location — the address stated in the signature block below (the “Location”). Where Client operates under the same brand, trade name, or ownership at more than one physical address — for example, a restaurant group or event-space operator with two or three locations under one name — each additional location requires its own separate Done-For-You Agreement, its own written proposal, and its own Project fee starting at the published floor; this Agreement does not extend to, and the Services below are not provided for, any location other than the Location. Meridian will provide Client with its “Done-For-You” website, CRM, and search visibility project for the Location — Meridian’s flagship engagement, scoped per client in a written proposal, with projects starting at $100,000 per location — consisting of: (a) design and construction of a premium website for Client’s business, built and hosted on the Meridian SEO platform, including dedicated landing pages for Client’s event-space, catering, or private-dining offerings where applicable; (b) a custom customer relationship management (CRM) system designed and configured specifically for Client’s business and booking workflow, with AI-assisted lead capture, lead qualification and scoring, instant alerts, and drafted follow-ups (comparable custom CRM builds are commonly quoted elsewhere at $18,000 or more for the CRM alone); (c) publication of two (2) keyword-researched blog articles per week (approximately eight (8) per month), subject to reasonable variation, each researched for educational and buyer-intent search terms and internally linked to Client’s key conversion pages; (d) setup and ongoing management of Client’s Google Business Profile; (e) one (1) on-site production and media day per calendar quarter — photography and video content capture of Client’s business and space, together with a working assessment of Client’s lighting, audio, and audio-visual setup for events, drawing on Meridian’s professional production background — performed by Meridian personnel as a single operator using Meridian’s own equipment, with reasonable travel outside the Harlem, New York area billed separately at cost. CREWED PRODUCTIONS ARE NOT INCLUDED: a scripted, insured production engaging additional camera, lighting, sound, or talent personnel is a separate engagement, separately scoped, quoted, and signed, and is not covered by the Project fee. VIDEO EDITING AND YOUTUBE OPTIMIZATION ARE NOT INCLUDED: editing, publishing, and keyword or metadata optimization of video content are a separate engagement, separately scoped, quoted, and signed, and are not covered by the Project fee. The Services further include: (f) a monthly plain-language report of work performed and keyword targets (collectively, the “Services”). EXCLUSIVITY: for so long as Client remains an active Signature Partner in good standing, Meridian will not accept another Done-For-You client in the same primary service category and the same neighborhood market as the Location, each as recorded at signing. This exclusivity attaches to the Location, not to Client’s brand as a whole — where Client signs a separate Agreement for another location under Section 1, that location’s category and neighborhood market are recorded and protected separately. The content, colors, images, and business information used in the website will be based on the materials and information Client provides, including through Meridian’s intake form. Client will review and approve the website before it goes live.
2. Fees and Payment
Fees for the Done-For-You project begin at $100,000 PER LOCATION, as defined in Section 1 — this Agreement covers the one Location named in the signature block, and a Client with additional locations under the same brand pays this floor again, under a separate signed Agreement, for each one. The exact Project fee is set in a written proposal prepared for Client after the audit, presenting scope options at different investment levels; the proposal Client accepts in writing becomes part of this Agreement and states the total fee and its payment schedule. Unless the accepted proposal states a different schedule, the Project fee is paid in four milestones: thirty percent (30%) as a deposit due within five (5) business days of execution; thirty percent (30%) at design approval — website mockups and CRM workflow sign-off; twenty-five percent (25%) at pre-launch, when all builds are completed and ready to deploy; and the final fifteen percent (15%) after go-live and training completion, invoiced net fifteen (15) days from the go-live date — at the $100,000 floor, $30,000 / $30,000 / $25,000 / $15,000. Implementation begins within five (5) business days of deposit clearance. In every payment schedule, a meaningful portion of the Project fee is withheld until Client approves the completed website and CRM for launch, so Client reviews and approves the work before the final payment is due. Once work on a scheduled installment has begun, that installment is non-refundable, because it covers work already performed. All amounts are in U.S. dollars and are as stated unless a different arrangement is agreed with Meridian in writing. Where Client already operates a website, Meridian requires its Website AI Assessment ($1,000) completed and paid before this Agreement is signed, so the Project is scoped against a documented understanding of what exists today rather than quoted sight-unseen. The $1,000 is credited in full against the Project fee, so the diagnostic step never increases the total Client pays. Clients without an existing website are not required to purchase an assessment. Ongoing service after the first year — hosting, content, CRM operation, and reporting under a care retainer — is optional and quoted separately in writing; nothing renews or is charged automatically beyond what the accepted proposal states. 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.