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SEO SERVICES TERMS OF USE

This Agreement is made and entered into by and between Business Owner Mastery LLC, a New York corporation with an address at 228 Park Ave S #620282, New York, NY 10003 (“Business Owner Mastery”) and you (“Client”), (individually a “Party” and collectively the “Parties”).

Whereas, Client owns a business and desires to engage Business Owner Mastery as an independent contractor for search engine optimization services (the “Project” or “Services”), more specifically described in the statement of work attached hereto as Exhibit A (the “Statement of Work”); and

Whereas, Business Owner Mastery is willing to accept such engagement and perform such Services, in accordance with the terms of this Agreement and upon Client making payments to Business Owner Mastery in the amounts and in the manner set forth in Exhibit B hereto.  

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. ARTICLE 

ARTICLE 1: PERFORMANCE OF SERVICES AND PAYMENT 

1.1 Business Owner Mastery Services Generally.  Business Owner Mastery shall provide the Services described in the Statement of Work.  Unless otherwise provided in the Statement of Work, Business Owner Mastery does not provide any modem, computer, or any other equipment or system for Client to connect to the Internet. Client is responsible for its modems, computers, operating systems and connection devices necessary for connecting to the Internet through which Client can access the Service provided by Business Owner Mastery.  

1.2  Website Blog Postings. In the event any of the Services to be provided shall include Business Owner Mastery posting on the Client’s website, Client acknowledges and agrees that Business Owner Mastery, may but shall not be obligated to obtain approval of a message prior to posting.  Business Owner Mastery shall use its professional judgment when posting content to the Client’s website and shall immediately remove a post upon receipt of a request from the Client. 

1.3 Condition Precedent to Performance.  Client shall provide Business Owner Mastery, in a timely fashion, with any information or assistance Business Owner Mastery reasonably requests for the furtherance of the Project, System and Services. Business Owner Mastery shall maintain complete control over the method, details, and means of performing the Services.  Client shall have broad rights over the results of the Project, including ensuring the satisfactory performance of the Project, and the right to make suggestions or recommendations as to the details of the Project.  Payment of the Service Fee as set forth on Exhibit B shall be a condition precedent to Business Owner Masterys’ performance of the Services. 

ARTICLE 2: OWNERSHIP OF THE SYSTEM 

2.1  Client’s Rights.  Business Owner Mastery shall transfer all of its right, title and interest in and to the System, including all rights and copyrights or other intellectual property rights pertaining thereto, upon full payment as set forth in Exhibit B.  Notwithstanding the foregoing, upon subscribing to the hosting Services, a series of files and software are automatically put in place to operate the Client’s website (“Website Infrastructure”) owned by Business Owner Mastery or a third party, and Client agrees not to use the Website Infrastructure except in accordance with this Agreement.

2.2 Business Owner Masterys’ Rights. Notwithstanding any provision of this Agreement to the contrary, any routines, libraries, tools, methodologies, processes, or technologies created, adapted, or used by Business Owner Mastery in its business generally, including all associated intellectual property rights (collectively, the “Development Tools”) that Business Owner Mastery may use in developing the System or performing the Services shall be and remain the sole property of Business Owner Mastery, and Client shall have no interest in or claim to such Development Tools except such license rights as may be necessary to exercise its rights in the System.  In addition, Business Owner Mastery shall be free to use any ideas, concepts or knowhow that it develops or acquires during the performance of this Agreement to the extent obtained and retained by Business Owner Mastery or its personnel as impressions and general learning. Business Owner Mastery retains the right to develop, use and distribute works that are substantially similar to the System, including those similar in function, structure, sequence, or organization to the System.  

ARTICLE 3: WARRANTIES AND INDEMNIFICATION 

3.1  Warranty of Title.  Business Owner Mastery warrants that the System will not infringe, the patent, copyright or other intellectual property rights of any third party.  Business Owner Mastery agrees to indemnify, defend and hold Client harmless from and against any damages and expenses, including reasonable attorneys’ fees, payable to a third party by Client as a result of a final judgment of a court of competent jurisdiction, or from a settlement approved by Business Owner Mastery, arising out of a claim by a third party that the System infringe(s) upon any third party’s intellectual properties rights.  Client agrees to give Business Owner Mastery notice of any such claim within five (5) business days after receipt thereof by Client and shall cooperate fully with Business Owner Mastery in the defense and settlement of any such claim.  If Client, its customers or licensees, are enjoined from using the System, Business Owner Mastery will, at its own expense, either obtain for Client, its customers or licensees, the right to continue the use of the System or modify the System so as to make it non-infringing without substantially reducing its utility.  If the foregoing remedies are not reasonably commercially available, Business Owner Mastery shall refund the price paid to it by Client for the infringing work.  However, Business Owner Mastery shall not be liable for any alleged infringement if it is proven that the infringement arose because of the use of the System in combination with other equipment, software, products or devices not furnished by Business Owner Mastery or because of changes to the System made by Client.  

3.2 Client Representations.  Client represents to Business Owner Mastery and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to Business Owner Mastery for inclusion in the System are owned by the Client, or Client has permission from the rightful owner to use each of these elements.  Client also represents and warrants that it will not post unlawful material.  Client agrees to defend, indemnify and hold Business Owner Mastery harmless with respect to any claim or lawsuit, including an intellectual property infringement suit, from any source which may arise at any time relating to the Client's posting or providing infringing content to the System, and its use of the System. 

ARTICLE 4: DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND REMEDY 

4.1  Disclaimer of Warranties.  Except for the express warranties provided in this Agreement, Business Owner Mastery does not make any warranty, express or implied, with respect to the Project, System, Services rendered by it or the results obtained from the work, including, without limitation, any Implied Warranty of Merchantability or Fitness for a Particular Purpose, nor does Business Owner Mastery guarantee optimization results.  Client acknowledges and agrees that Business Owner Mastery is not responsible and shall have no liability, except as set forth in the Statement of Work, for any interruption of the Services, or any loss or damage of the website for any reason, including but not limited to faulty equipment, faulty transmission systems, power outages, viruses, hacking, malware, phishing, operational errors, upgrade or maintenance work, or other interruptions.  

4.2  Limitation of Liability.  It will be extremely difficult to determine the actual damages that may result from Business Owner Mastery’s failure to perform  under this Agreement. Client agrees that Business Owner Mastery is exempt from liability for any loss, damage, injury or other consequence arising directly or indirectly from the Services we provide under this Agreement.  In no event shall Business Owner Mastery be liable for any indirect, incidental, or consequential damages including lost profits arising out of or otherwise relating to the Project, System or Services, or any components thereof, however caused, even if Business Owner Mastery has been advised of the possibility of such damages.  If it is determined that Business Owner Mastery is responsible for any such loss, damage, injury or other consequence, you agree that damages shall be limited to the Service fee. If the Service Fee is an ongoing monthly fee then damages shall be limited to the Service Fee for a six month period.  These agreed upon damages are not a penalty, but (unless otherwise stated in this agreement) they are the sole remedy no matter how the loss, damage, injury or other consequence is caused, even if caused by our negligence, product failure, strict liability, failure to comply with any applicable law, or other fault.

ARTICLE 5: CONFIDENTIALITY OF INFORMATION  

5.1  Confidentiality of Each Party’s Information.  During the term of this Agreement and thereafter, each party hereto shall retain in confidence and shall not (except in furtherance of the Agreement) use or disclose any business and/or technical information of the other party designated in writing as “Confidential” without the prior written consent of such other party and then only to the extent specified in such consent.  Each party shall maintain the confidential information of the other party as “company confidential” or equivalent, with access only by those employees who have a need to access such information and who have entered into appropriate confidentiality agreements.  Each party shall use all reasonable efforts to assure compliance with the terms of such agreements.  Such restrictions on use or disclosure of information described above do not extend to any item of information which (i) is at the time of its disclosure or later becomes publicly known other than through being disclosed by the disclosing party, (ii) is lawfully received from a third party not bound under a similar confidential agreement with the disclosing party, or (iii) is required to be disclosed by the disclosing party pursuant to any order of a court or governmental agency of competent jurisdiction if the disclosing party has notified the other party of such order as soon as possible prior to disclosure.

5.2  Breach. Both Parties acknowledge and agree that a breach of these covenants will irreparably harm the non-breaching Party and that the damages resulting therefrom will be difficult, if not impossible, to calculate. Accordingly, both Parties agree that in the event of a breach or threatened breach by a party of any of the covenants in Section 5.1 above, the non-breaching party shall be entitled to seek and obtain, in addition to any other available remedies, a temporary restraining order and/or a preliminary or permanent injunction without the requirement of a bond. 

ARTICLE 6: TERM AND TERMINATION 

6.1  Monthly Term.  Unless otherwise terminated as described below, this Agreement shall commence upon the date first set forth above for the term of one (1) month. Thereafter, this Agreement will automatically renew for successive one month periods unless terminated by either Party by giving the other Party written notice of termination at least thirty (30) days before the expiration of the initial term or any renewal period.  Notwithstanding the foregoing, if no other ongoing services are provided on the Statement of Work, upon completion of the System and full payment, this Agreement shall expire.

6.2  Annual Term.  Unless otherwise terminated as described below, this Agreement shall commence upon the date first set forth above for the term of twelve (12) months. Thereafter, this Agreement will automatically renew for successive twelve month periods unless terminated by either Party by giving the other Party written notice of termination at least thirty (30) days before the expiration of the initial term or any renewal period.  Notwithstanding the foregoing, if no other ongoing services are provided on the Statement of Work, upon completion of the System and full payment, this Agreement shall expire.

6.3     Termination.  If Client is in default of its obligations hereunder, Business Owner Mastery may upon written notice, cancel its services and this Agreement immediately and Client shall be responsible for all amounts due to Business Owner Mastery, prorated through the date of cancellation.   

ARTICLE 7: GENERAL TERMS 

7.1  Independent Contractor.  Business Owner Mastery is an independent contractor in its relationship with Client.  Business Owner Masterys’ employees will not be considered employees of Client for any purpose.  Business Owner Mastery will be solely responsible for payment of taxes including federal, state and municipal taxes, chargeable or assessed with respect to its employees, such as social security, unemployment, workers compensation, disability insurance, federal and state withholding, and other tax and employee benefits.  

7.2  Entire Agreement; Amendment.  This Agreement, together with all Exhibits and Schedules hereto, contains the entire understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes any prior agreements, und­erstandings, discussions, or writings among the parties with respect to the subject matter hereof. This Agreement may only be amended by a written document signed by all parties hereto.  There are no representa­tions, warranties, or obligations of any party not expressly contained herein.

7.3  Waiver.  No waiver by any Party of a breach of any term or condition of this Agreement shall be effective unless in writing and duly executed by the waiving Party.  No such waiver shall constitute a waiver of any subsequent breach of the same or any other term or condition of this Agreement.  No failure on the part of any Party to exercise, and no delay in exercising, any of its rights hereunder shall act as a waiver thereof, nor shall any single or partial exercise by any Party of any right preclude any other or future exercise thereof or the exercise of any other right.  No course of dealing between or among any of the parties hereto will be deemed effective to modify, amend or discharge any part of this Agreement or the rights or obligations of any Party hereunder.

7.4  Applicable Law.  This Agreement and all rights of the Parties hereto shall be governed by and construed in accordance with the laws of the State of New York pertaining to contracts made and to be wholly performed within such state, without taking into account conflict of laws principles.  

7.5  Jurisdiction and Venue.  All disputes under this Agreement shall be settled by arbitration in Cortland, New York, before three arbitrators pursuant to the rules of the American Arbitration Association.  Arbitration may be commenced at any time by any Party hereto giving written notice to each other Party to a dispute that such dispute has been referred to arbitration under this Agreement.  Business Owner Mastery and Client shall each select one arbitrator and the two arbitrators so chosen shall select the third arbitrator by agreement. If the arbitrators chosen by Business Owner Mastery and Client do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association.  Any award rendered by the arbitrator shall be conclusive and binding upon the Parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reason for the award.  This provision for arbitration shall be specifically enforceable by the Parties and the decision of the arbitrator in accordance herewith shall be final and binding and there shall be no right of appeal therefrom.  

7.6  Binding Effect and Electronic Consent.  This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective successors and permitted assigns. In Witness Whereof, I agree and understand that by electronically clicking the box and agreeing to the Terms and Conditions, that all electronic agreements or signatures are the legal equivalent of my manual or handwritten signature and I consent to be legally bound to this agreement.  

Business Owner Mastery e-mail addresses for Notices:
Stephen Gardner - [email protected]
Andrea Scalici - [email protected]

EXHIBIT A: STATEMENT OF WORK 

Search Engine Optimization Services:  

The SEO Essentials Package includes: 
10 Target Keywords
1 Blog Article Per Week
Customized Monthly Report
On-Page Optimization
High-Quality Backlinks
Google Business Profile Optimization
Google Business Profile Posting
Blog Publishing on Your Site
Detailed Website Auditing
Backlink Tracking and Management
Technical SEO Optimization

The SEO Advanced Package includes: 
25 Target Keywords
1 Blog Article Per Week
1 Blog Article Syndicated Per Month
Schema Markup
Customized Monthly Report
On-Page Optimization
High-Quality Backlinks
Google Business Profile Optimization
Google Business Profile Posting
Blog Publishing on Your Site
Detailed Website Auditing
Backlink Tracking and Management
Technical SEO Optimization

The SEO Pro Package includes: 
50 Target Keywords
2 Blog Articles Per Week
2 Blog Articles Syndicated Per Month
Schema Markup
Monthly Progress Video
Customized Monthly Report
On-Page Optimization
High-Quality Backlinks
Google Business Profile Optimization
Google Business Profile Posting
Blog Publishing on Your Site
Detailed Website Auditing
Backlink Tracking and Management
Technical SEO Optimization

EXHIBIT B: SERVICE FEES 

The SEO Essentials Package:

The monthly “Service Fee” for performing the search engine optimization services shall be $297.00 payable each month during the Term of this Agreement.   

The annual “Service Fee” for performing the search engine optimization services shall be $3,029.00 payable each month during the Term of this Agreement.   

Any payment for any Services set forth on Exhibit A not received within ten (10) days of the date when due shall be subject to a two (2%) percent late charge which shall be immediately due and payable, and Business Owner Mastery shall have the right to immediate suspend services upon non-payment. 

The SEO Advanced Package:
The monthly “Service Fee” for performing the search engine optimization services shall be $497.00 payable each month during the Term of this Agreement.   

The annual “Service Fee” for performing the search engine optimization services shall be $5,069.00 payable each month during the Term of this Agreement.   

Any payment for any Services set forth on Exhibit A not received within ten (10) days of the date when due shall be subject to a two (2%) percent late charge which shall be immediately due and payable, and Business Owner Mastery shall have the right to immediate suspend services upon non-payment.  

The SEO Pro Package:
The monthly “Service Fee” for performing the search engine optimization services shall be $997.00 payable each month during the Term of this Agreement.   

The annual “Service Fee” for performing the search engine optimization services shall be $10,169.00 payable each month during the Term of this Agreement.   

Any payment for any Services set forth on Exhibit A not received within ten (10) days of the date when due shall be subject to a two (2%) percent late charge which shall be immediately due and payable, and Business Owner Mastery shall have the right to immediate suspend services upon non-payment.   


Updated: March 10, 2024