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 and deliver an ongoing program of short-form social videos for Client’s business (the “Program”). The Program consists of: (a) PLANNING — a content persona built from Client’s business profile and, each month, a planned calendar of video ideas scored for performance potential; (b) PRODUCTION — three (3) finished vertical videos per week (approximately thirteen (13) per month), each up to sixty (60) seconds, assembled from licensed stock footage, text overlays, motion graphics, and REAL footage of Client’s business captured by Meridian or supplied by Client, with a written conversion script for each video; and (c) REVIEW — Client reviews and approves every video before it is posted or delivered for posting; nothing publishes without Client’s approval. THE HONESTY RULE: Meridian will not synthesize, simulate, or generate images of Client’s premises, food, products, staff, or customers — anything depicting Client’s actual business in any Program video is real captured footage. 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, and deliverables carry disclosure of AI involvement where a platform’s rules or applicable law require it. RELATIONSHIP TO OTHER VIDEO SERVICES: the Program is a template-driven content subscription and is distinct from Meridian’s individually-produced AI-assisted social videos ($1,500 each) and the Signature Brand Film (from $10,000), each sold separately. NO GUARANTEE OF PERFORMANCE: Meridian does not guarantee any level of views, engagement, followers, bookings, or revenue resulting from the Program.
2. Fees and Payment
The fee for the Program is $497 per month, or $397 per month for Client while an active Done-For-You Signature Partner in good standing. There is no setup fee. The Program is month-to-month with no minimum term; videos are planned and delivered within each billing month and unused delivery slots do not roll over. The Program price does not include Meridian’s individually-produced AI-assisted social videos ($1,500 each, $1,000 for active Signature Partners, or $3,600 for a pack of four) or crewed production, which remain separately available under their own terms. 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.