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
PREREQUISITE: this engagement is available only after Meridian has completed and delivered Client’s full SEO · AIO · GEO Audit (the “Report”) under its own agreement. The Report’s prioritized roadmap defines the scope of the work below. For a fixed term of ninety (90) days, Meridian will provide: (a) implementation of the Report’s top-priority roadmap items on Client’s existing website, in the order the Report recommends — on-page, technical, content, local-visibility, and AI answer-engine (AIO/GEO) work as the roadmap directs, performed on the Meridian SEO platform; (b) keyword-researched content written for Client’s market where the roadmap calls for it; (c) a monthly plain-language evaluation report of the work performed that month and movement against the Report’s baseline — so Client can judge the results for itself each month, not at the end; and (d) an evaluation review in the final month of the term, at which Meridian presents the ninety-day results against the baseline and, where Client wishes to continue, a written proposal for a continuing engagement scoped and priced from what the ninety days demonstrated (collectively, the “Services”). THE PURPOSE, STATED PLAINLY: this is an evaluation engagement — a fixed-term, fixed-price way for Client to see Meridian’s work on Client’s own website before committing a larger ongoing budget. Section 3 applies in full: ninety days is an evaluation window, not a promised outcome, and search and AI answer-engine results in competitive markets commonly take longer than ninety days to fully develop. Work beyond the Report’s roadmap items — a website rebuild, custom CRM work, data migrations, or third-party integrations — is not included and is available under Meridian’s other agreements.
2. Fees and Payment
The fee for the evaluation is $1,500 per month for 3 months — $4,500 in total — billed monthly in advance. Client may instead pay up front at a ten percent (10%) discount: $4,050 paid in full before the evaluation begins, a savings of $450. Client’s $1,000 Website AI Assessment fee is credited in full against the total contract value — under monthly billing it is applied to the first monthly invoice, reducing it to $500, and under the upfront option it reduces the total to $3,050 — so the assessment does not increase the total Client pays to reach this engagement. The credit is applied once: an assessment fee credited against this engagement is not credited a second time against any later build fee. Each monthly fee is non-refundable once that month’s work has begun, because it covers work performed in that month. PAUSE: Client may pause the evaluation once for up to thirty (30) days without penalty. After the pause window expires, if Client does not resume payments, the engagement terminates and Meridian will refund any prepaid unused months on a pro-rata basis; a terminated evaluation cannot be restarted under the original terms, and a new agreement at then-current rates would be required. NO AUTO-RENEWAL: the engagement ends at the close of the ninety-day term unless Client and Meridian sign a separate written continuation; nothing renews or is charged automatically after the final month. Meridian recommends completing the full ninety days — in competitive markets, meaningful movement rarely shows in less — but Client is never locked in beyond the current month. FOUNDERS PRICE: this Agreement is signed at Meridian’s Founders price, offered to the first 100 clients of the 90-Day Evaluation. The rate stated above is fixed for the full term of this Agreement and is not affected by later changes to Meridian’s published prices. The Founders price applies to this evaluation only; any continuation after day ninety is scoped and priced separately in writing. PAYMENT PLAN OPTION: instead of the schedule above, Client may pay the $4,500 fee in monthly installments of Client’s choosing, provided each installment is at least $450 and the full fee is paid within 10 months of signing. Client selects the payment plan at signing; Meridian then issues one invoice for the full fee that accepts partial payments of $450 or more, due in full 10 months from signing. Work begins on receipt of the first installment. Where this Agreement withholds a deliverable until a payment is made — a launch, for example — that deliverable is released when the fee is paid in full. A payment plan does not change what is refundable: an installment is non-refundable once the work it covers has begun. Any assessment or audit fee credited under this Section is applied to that invoice, and the minimum installment is one-tenth of the amount actually invoiced. LATE PAYMENT: if an installment is not received within 10 days of the date it is due, Meridian will send Client a written notice by email. After three (3) such notices without payment or a written response from Client, Meridian may temporarily suspend the Services and Client’s access to the platform until the account is brought current; suspension does not extend the term, waive any fee, or end this Agreement. Meridian restores the Services promptly once payment is received. 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.