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
Meridian will design, build, and launch for Client (the “Build”): (a) a professional website built for search and AI answer-engine visibility, published in English, Spanish, and French, with each language served at its own address so search engines can index all three, hosted on the Meridian SEO platform with SSL; (b) setup and optimization of Client’s Google Business Profile for local map-results visibility — categories, services, service area, hours, and the initial photo and post setup, from the materials and access Client provides; (c) Client’s customer relationship management (CRM) system on the Meridian platform, configured to Client’s lead flow, with AI agents that score incoming leads and draft follow-up replies for Client to review before they are sent; (d) the website chat assistant, answering visitors from Client’s own business details, services, hours, and pages — items (a) through (d) being the same deliverables as Meridian’s Foundation Build; (e) ONE (1) premium custom-built system for the way Client’s business actually runs — for example inventory management, booking and scheduling, or quoting — selected by Client and described in a written system specification signed by both parties before Client’s deposit clears, which specification becomes part of this Agreement; and (f) training for Client and Client’s staff on the delivered system, including live walkthrough sessions and written documentation Client keeps. SCOPE IS WRITTEN BEFORE ANY MONEY MOVES: before Client’s deposit clears, Meridian delivers a written scope document naming the pages to be built, the languages, the CRM pipeline stages, and every system included; the scope document Client approves in writing becomes part of this Agreement and is what “the Build” means wherever this Agreement uses that word. Work outside the approved scope is a written change order signed by both parties, quoted before any work on it begins. ONE SYSTEM, NOT SEVERAL: item (e) is a single system, the one named in the signed specification. A second system, or work outside that specification, is a separate engagement or a written change order signed by both parties, quoted before any work on it begins. WHAT THIS BUILD IS NOT — stated plainly, because it is the difference between this Agreement and Meridian’s flagship: it does not include category exclusivity, and Meridian may work with other businesses in Client’s category and area; and it does not include the year-one search and AI-visibility program. Both belong to the Done-For-You project alone. This Build ends when it launches. A typical Signature Build takes 8–10 weeks from signing to launch. Because every build’s scope is different, and because the schedule depends on Client returning materials, access, and approvals promptly, that timeline is a good-faith estimate rather than a guaranteed date. The content, colors, images, and business information used in the Build will be based on the materials and information Client provides, and Client will review and approve the Build before it goes live. LANGUAGES: the Spanish and French versions are translations of the English content Client approves. Client is responsible for reviewing any statement that is regulated in Client’s industry — health, legal, financial, or similar claims — in each language before publication, because a claim that is permitted in one market is not automatically permitted in another. HOSTING: hosting on the Meridian platform is included for 12 months from launch at no additional charge. After that, Client may continue hosting under a Meridian plan quoted separately in writing, or export the website and move it elsewhere. Nothing renews automatically and this Agreement creates no recurring charge. SUPPORT: Client receives 30 days of Meridian support following launch at no additional charge, covering questions, corrections, and defects in what was delivered. AI USAGE: the AI features described above run on the Meridian platform under its standard fair-use budgets. Sustained usage beyond those budgets, after the included hosting period, is served either on Client’s own AI provider key (which Client may add at any time) or under a plan quoted separately in writing — never billed automatically. ASSESSMENT STEP: where Client already operates a website, Meridian requires its Website AI Assessment ($1,000) completed and paid before this Agreement is signed, so the Build is scoped against a documented understanding of what exists today rather than quoted sight-unseen. The $1,000 is credited in full against the build fee, so the diagnostic step never increases the total Client pays. Clients without an existing website are not required to purchase an assessment.
2. Fees and Payment
The fee for the Build is $40,000, a one-time project fee rather than a subscription. It is paid in two parts: $20,000 (50%) due at signing, and $20,000 (50%) due when Client approves the completed Build for launch. Half the fee is deliberately withheld until Client approves the launch, so Client sees the finished work live before the second payment is due — that withholding is the point of the schedule, not a formality. Once work on an installment has begun, that installment is non-refundable, because it covers work already performed; this is the same rule Meridian applies to its audits and its other one-time engagements. Audit fees Client has already paid are credited in full against the fee above, each applied once — an audit credited against another engagement is not credited a second time here. All amounts are in U.S. dollars and are as stated unless a different arrangement is agreed with Meridian in writing. PAYMENT PLAN OPTION: instead of the schedule above, Client may pay the $40,000 fee in monthly installments of Client’s choosing, provided each installment is at least $4,000 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 $4,000 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.
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
CLIENT OWNS WHAT MERIDIAN BUILDS. Upon payment of the final installment, Meridian assigns to Client all right, title, and interest in the deliverables produced for Client under this Agreement: the website as delivered, including its design, page content, copy, and any images Meridian produces for Client; the CRM configuration built for Client’s pipeline; all of Client’s business and customer data; and, where this Agreement includes one, the custom-built system delivered under its signed specification, including its application source code. On Client’s written request Meridian will provide the deliverables in a portable, usable form at no additional charge, during the hosting period and for thirty (30) days after it ends. As between the parties, Client also owns its business information, its supplied materials, and its domain name. WHAT MERIDIAN KEEPS — stated plainly, so the sentence above is not read wider than it is: Meridian retains all right, title, and interest in the Meridian SEO platform itself, meaning the shared hosting, publishing, CRM, and AI infrastructure every Meridian client uses, together with Meridian’s pre-existing software, tooling, templates, and know-how, none of which is created for Client under this Agreement. Where a deliverable contains such a general-purpose Meridian component, Meridian grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, host, and modify that component as part of the deliverable, including after Client moves the deliverable off the Meridian platform. Third-party software included in a deliverable remains subject to its own license. Client grants Meridian a limited right to identify Client and display the completed work in Meridian’s portfolio and marketing, unless Client opts out in writing.
7. Term and Termination
This Agreement begins on the Effective Date and ends when the Build has launched, Client has approved it, and the final installment has been paid — except for the hosting and support periods described in Section 1, which run from launch for their stated terms, and except for the Sections that survive below. Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice. If this Agreement is terminated after work has begun, installments already begun remain payable and non-refundable as described in Section 2, and Meridian will deliver to Client the work completed to that point. If the final installment is not paid when Client approves the Build for launch, Meridian may withhold launch or, where the Build is already published, pause its public availability until payment is received; pausing does not delete Client’s website, content, data, or custom system, and Meridian will restore availability promptly upon payment. When the included hosting period ends, Client either continues hosting under a separately quoted plan or exports the Build and moves it elsewhere, as described in Section 1; Meridian may, after an extended period during which Client has neither continued hosting nor exported, 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.