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 run a thirty (30) day lead-generation sprint for Client’s product or service (the “Sprint”). The engagement consists of: (a) ONBOARDING — a working session in which Meridian and Client define the ideal customer profile (industry, role, geography, and the buying signals that indicate readiness); (b) WEEKLY DELIVERY — each week of the Sprint, Meridian identifies and researches prospective customers matching that profile and delivers a target of three (3) qualified leads per week, where a “qualified lead” means a real, reachable business contact matching the agreed profile, together with the research behind the match and a personalized outreach draft written for Client’s review; (c) OUTREACH SUPPORT — Client sends the outreach from its own address, or authorizes Meridian to send individually approved messages on Client’s behalf; nothing is ever sent without Client’s approval, and every message complies with CAN-SPAM (a truthful identity, a working unsubscribe, and a postal address); and (d) WEEKLY REVIEW — a short written summary of what was delivered, what got responses, and what Meridian will adjust the following week. LEADS ARE RESEARCHED, NOT PURCHASED: prospects come from Meridian’s own discovery and research tooling against public business information — never from bought contact lists. NO GUARANTEE OF CONVERSION: Section 3 of this Agreement applies to the Sprint in full — Meridian does not and cannot guarantee that any lead becomes a paying customer.
2. Fees and Payment
The fee for the Sprint is $1,499, payable in full before the Sprint begins, and covers the entire thirty (30) day engagement. THE FREE RE-RUN: if Client engages with the delivered leads in good faith (sending or approving outreach to the delivered leads within the Sprint window) and none of them has become a paying customer by the end of the thirty (30) days, Meridian will run one (1) additional thirty (30) day Sprint for Client at no additional fee. The re-run is the sole and exclusive remedy for a Sprint that does not convert; it is a further round of the same services, not a refund, and it does not alter Section 3. CONTINUATION: at the end of the Sprint, Client may continue on a monthly lead-generation retainer quoted separately in writing based on the niche and volume — there is no automatic renewal and no recurring charge under this Agreement. 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.