Legal

Digital Visibility Program Agreement

Last updated: September 14, 2026

This Digital Visibility Program Agreement (“DVP Agreement” or “Agreement”) is entered into by and between Matthew James Creative, LLC (“MJC,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”), and governs Client’s enrollment in the MJC Digital Visibility Program. Capitalized terms used but not defined here have the meanings set forth in our Hosting Agreement, Terms of Service (TOS), and Acceptable Use Policy (AUP). In the event of a conflict, a signed SOW, estimate, or order form (if any) controls, followed by this Agreement, then the TOS, then the Hosting Agreement, then the AUP.

01Definitions

MJC means Matthew James Creative, LLC.
Client means the person, entity, or authorized representatives accepting this Agreement.
Program or DVP means the MJC Digital Visibility Program.
DVP Services (also “Services”) means the services described in Section 2 and in any SOW.
SOW means a statement of work, estimate, proposal, or order form signed or approved in writing by both parties.
Program Fee means the single bundled monthly fee payable for the DVP Services, as stated in the SOW.
Content (also Client Content) means text, images, video, audio, data, and other materials provided by Client.
Website means the website MJC builds, hosts, maintains and operates for Client’s business under the Program, together with its pages, applications, templates and supporting configuration.
Confidential Information means non-public information designated as confidential or reasonably understood to be confidential.
KPI means key performance indicators mutually discussed (e.g., organic sessions, conversions, rankings, presence in AI-generated answers), which are directional and not guaranteed outcomes.

02DVP Program Scope

The Program is a single, bundled monthly professional services engagement. MJC provides continuing strategy, optimization, content, and technical services; work performed on Client’s Website is carried out as part of those services rather than as a separately priced deliverable. The DVP Services include the following, as applicable to Client’s Website and as prioritized during the term:

2.1 Website Build or Rebuild

A ground-up build or rebuild of Client’s Website, preceded by an audit of the current site, competitor research, keyword and content opportunity analysis, and a revised site architecture. Design, structure, and content are developed collaboratively and are subject to Client review and approval.

2.2 Technical Performance & Standards

Page-speed and Core Web Vitals optimization, accessibility conformance work, server-level security headers, and review of email authentication records (SPF, DKIM, DMARC) at kickoff and on an ongoing basis. Any performance score, accessibility level, or similar figure discussed with Client or published on MJC’s website is a target and good-faith objective, not a warranty; measured results depend on third-party scoring tools, Client Content, and changes made outside MJC’s process. See Sections 10, 14, and 15.

2.3 Search Optimization (SEO)

Keyword research and mapping (periodically refreshed).
On-page optimization (metadata, internal links, headings, content formatting, schema).
Technical monitoring and remediation (crawlability, indexing, performance, structured data, sitemaps, canonicalization).
Off-page strategy (digital PR, outreach guidance, link-earning strategy) within ethical / white-hat norms.

2.4 AI Search Visibility

Structured data and schema markup implemented across relevant page types.
FAQ content and other content structured to be citable by AI answer engines.
An llms.txt file and supporting AI dataset served from the site root, maintained as Client’s services and key facts change.
Entity consistency (company name, services, certifications, key facts) across the Website.
A kickoff baseline of how Client is represented in AI tools, and ongoing tracking of the same buyer-stage prompts.

AI answer engines are third-party systems outside MJC’s control, and inclusion in any AI-generated answer is not guaranteed. See Sections 9 and 10.

2.5 Content Development

Ongoing content development throughout the term — new pages, resources and articles, together with continuing expansion of FAQ content — at a scope and frequency appropriate to Client’s Website and business, and prioritized with Client during the term. Content is subject to Client review and approval under Section 7, and depends on timely Client input and approval.

2.6 Security & Maintenance

Security monitoring, software and platform updates, routine backups, and uptime monitoring for the Website are provided as part of the DVP Services for the duration of the term. Hosting and SSL are not included in the Program Fee — they are provided under the Hosting Agreement and invoiced separately. See Section 3.3.

2.7 Measurement & Reporting

Analytics and conversion tracking configuration (e.g., GA4, Google Search Console, form submissions, and call tracking where appropriate) at launch and on an ongoing basis, plus monthly reporting and periodic strategy reviews. Reports rely on third-party platforms and are provided “as available.”

2.8 Additions, Expansions & Out-of-Scope Work

Additions and expansions consistent with the scope of the Program are included during the term at no additional charge. Work outside that scope — for example a second website or microsite, a separate application, e-commerce or ERP integration, print or brand identity work, or a materially expanded site — will be estimated and approved in writing before proceeding.

2.9 Paid Advertising

Paid media (SEM/PPC, paid social, and similar), and the associated media budgets, are not included in the Program and are governed by a separate SOW or addendum.

03Relationship to MJC’s Other Agreements

3.1 Precedence: This Agreement governs Client’s Program engagement. Order of precedence is: a signed SOW, estimate, or order form; this Agreement; the Hosting Agreement; the TOS; the AUP.
3.2 SEO Contract Agreement superseded: For a Client enrolled in the Program, this Agreement replaces MJC’s separate SEO Contract Agreement as to the search-optimization work performed under the Program. The one (1) year initial term and one-year renewal terms stated in the SEO Contract Agreement do not apply to Program clients — the term in Section 4 below controls. The SEO Contract Agreement continues to govern SEO-only engagements that are not enrolled in the Program.
3.3 Hosting Agreement: Hosting and SSL for the Website are provided under, and governed by, the Hosting Agreement, and are invoiced separately from the Program Fee. The terms and fees stated in the Hosting Agreement continue to apply while Client is enrolled in the Program.

04Term; Renewal; Technology Refresh

4.1 Initial Term: Three (3) years (36 months) from the agreed start date unless otherwise stated in a signed SOW.
4.2 Auto-Renewal: Automatically renews for successive three-year terms unless either party gives written notice of non-renewal by the later of (a) sixty (60) days prior to the end of the then-current term, or (b) sixty (60) days after receiving a notice of material scope change under Section 4.4 or a notice of renewal adjustment under Section 4.5.
4.3 Technology Refresh: A complete platform and design refresh of the Website — rebuilt to MJC’s then-current standard — is included with each renewal at Client’s then-current monthly rate, with no separate project fee.
4.4 Scope and Fee at Renewal: The Program Fee reflects the scope of Services in effect during the then-current term. If the scope of Services for the renewal term is materially unchanged, the Program Fee continues unchanged except for any adjustment under Section 4.5. If either party wishes to change the scope materially, that party will give written notice of material scope change at least one hundred twenty (120) days before the end of the then-current term, and the parties will agree a revised scope and Program Fee in writing no later than sixty (60) days before the end of the then-current term. If the parties do not reach agreement by that date, either party may decline to renew under Section 4.2 without further obligation.
4.5 Renewal Adjustment: Even where the scope of Services is materially unchanged, MJC may increase the Program Fee for a renewal term by the greater of (a) the percentage increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U, U.S. city average, all items) over the then-current term, or (b) three percent (3%), provided that no single renewal increase under this Section exceeds ten percent (10%). MJC will give Client written notice of any such increase at least one hundred twenty (120) days before the end of the then-current term. Any increase beyond that limit requires Client’s written agreement.

05Termination

5.1 For Cause: Either party may terminate upon written notice if the other party materially breaches and fails to cure within thirty (30) days after written notice. Non-payment by Client for sixty (60) days may be grounds for immediate suspension and termination.
5.2 For Convenience: If specified in a signed SOW, either party may terminate for convenience with thirty (30) days’ written notice (fees through the notice period remain due).
5.3 Early Termination: The Program Fee reflects Client’s commitment to a full three-year term, and MJC’s pricing, staffing, and up-front work are undertaken in reliance on that commitment. If this Agreement ends before the end of the then-current term for any reason other than MJC’s uncured material breach, MJC’s own termination for convenience, or termination by mutual written agreement of the parties — including a termination for convenience by Client under Section 5.2, and a termination by MJC for Client’s uncured material breach or non-payment — the Program Fees for the remainder of the then-current term become immediately due and payable. The parties agree that this amount is a reasonable estimate of MJC’s loss at a time when actual damages would be difficult to determine, and is not a penalty.
5.4 Effect: Upon termination, accrued but unpaid fees remain due. MJC’s obligations cease at the end of the notice/cure period or the termination date. Client’s rights on termination are governed by Sections 5.5 and 11.
5.5 Effect on the Website: On expiry or termination, MJC will deactivate the hosted Website. Post-termination access is not guaranteed and may be subject to fees. Any transition assistance requested by Client is billed at MJC’s then-current hourly rate.

06Fees; Payment; Late Fees; Taxes

Schedule: A single bundled monthly Program Fee per the signed estimate/SOW, covering the DVP Services described in Section 2, billed in advance unless otherwise agreed. The Program Fee is a single fee for the DVP Services as a whole and is not allocated among the components described in Section 2.
Late Fees: Past-due balances may accrue a late fee of up to one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less.
Suspension: MJC may suspend the DVP Services, and hosting provided under the Hosting Agreement, for balances more than sixty (60) days past due, upon written notice.
Taxes: Client is responsible for applicable sales, use, VAT/GST, or similar taxes (excluding MJC’s income taxes).

07Client Obligations

Access & Approvals: Provide timely access to the third-party accounts Client controls — for example Google Analytics, Google Search Console, Google Business Profile, advertising accounts, product data systems and social profiles — and review and approve recommendations and content promptly.
Content & Inputs: Supply photography, product data, technical specifications, and subject-matter review needed for the build and for ongoing content. Delays in Client inputs or approvals may delay the build and limit results.
Implementation: Under the Program, MJC implements approved changes to the Website it builds, hosts, and maintains. Where Client or a third party makes changes outside MJC’s process, or maintains other web properties not covered by the Program, Client is responsible for those changes and for implementing MJC’s recommendations on those properties.
Accuracy & Compliance: Ensure that Website content, claims, and data collection comply with law (e.g., advertising, disclosures, industry regs, privacy).
Brand & Legal Review: Client is responsible for legal review of all public-facing content; MJC does not provide legal advice.
No Guarantees: Client acknowledges that rankings, traffic, and inclusion in AI-generated answers depend on numerous external factors (e.g., algorithms, competitors, seasonality, platform changes).

08MJC Obligations

Professional Standard: Perform Services in a professional and workmanlike manner consistent with industry norms.
Ethical Practices: Use ethical, sustainable SEO and AI-visibility methods; no link schemes, cloaking, or deceptive practices.
Reporting: Provide reasonable monthly reporting and periodic strategy reviews. Reports may rely on third-party platforms and are provided “as available.”
Backups & Security: Maintain routine backups, software updates, and security monitoring of the hosted Website consistent with the Hosting Agreement.
Confidentiality: Maintain the confidentiality of Client’s Confidential Information.

09KPIs; No Performance Guarantees

KPIs are directional and may be influenced by factors outside MJC’s control (algorithm updates, competitor activity, platform changes, market conditions, inventory/pricing changes, website changes). No guarantee is made regarding rankings, traffic, conversions, revenue, ROI, lead volume/quality, inclusion or citation in AI-generated answers, or any specific business outcomes.

10Third-Party Platforms & Dependencies

No Control: The Services may rely on third-party platforms (e.g., Google, Microsoft, Meta, OpenAI, Perplexity, analytics or SEO tools) that MJC does not control. Those platforms may change features, algorithms, crawler behavior, or availability without notice.
Compliance: Client is responsible for compliance with applicable platform terms, ad policies, and data/privacy requirements.
Suspensions/Limitations: MJC is not liable for platform account suspensions, manual actions, or throttling by third parties.

11Intellectual Property

Client Content: Remains the property of Client.
MJC Materials: Tools, frameworks, code libraries, templates, and methodologies used by MJC remain MJC’s property.
Use of the Website: For the duration of the Program, MJC builds, hosts, operates and maintains the Website, and Client has the benefit of it as a live, publicly available site serving Client’s business. The Website is provided as part of the Services rather than as a separately priced deliverable.
Third-Party Components: Fonts, plugins, stock imagery, and similar third-party components are licensed under their own terms; Client is responsible for maintaining those licenses following any transition away from MJC.
Publicity: MJC may identify Client as a client and display the Website in MJC’s portfolio and marketing materials, unless Client requests otherwise in writing.

12Confidentiality

Each party will use reasonable care to protect the other party’s Confidential Information and not disclose it to third parties except as required by law or for performance of the Services under appropriate confidentiality obligations. This Section survives termination.

13Data Handling; Security; Personnel

13.1 Personnel: The DVP Services are performed by MJC’s principals and employees. If MJC engages a contractor who will have access to Client systems or Client data, that contractor is bound by written confidentiality obligations no less protective than those in Section 12.
13.2 Access: MJC accesses Client’s third-party accounts and credentials only as reasonably necessary to perform the DVP Services, and maintains those credentials in access-controlled storage.
13.3 Security Incident Notification: MJC will notify Client within seventy-two (72) hours of confirming a security incident that MJC reasonably believes has compromised Client data or Client systems under MJC’s control, and will provide the known details and MJC’s remediation steps as they develop.
13.4 Client Data: Client data remains Client’s property. MJC does not sell Client data and does not use it other than to perform the DVP Services. Backups are maintained as described in Section 8.4.
13.5 Deletion: Upon termination and upon request, MJC will delete Client data in MJC’s possession, subject to routine backup retention cycles.

14Disclaimers

ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MJC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, SECURITY, DATA ACCURACY, OR ERROR-FREE OPERATION.

15Limitation of Liability

No Consequential Damages: MJC, its owners, employees, affiliates, agents, and vendors shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including without limitation lost profits, lost sales, lost business, loss of goodwill, loss or corruption of data, or business interruption, even if advised of the possibility of such damages.
Specific Exclusions: Without limiting the foregoing, MJC shall not be liable for: (a) algorithm updates; (b) competitor actions; (c) platform changes or suspensions; (d) delays or errors from Client or third-party vendors; (e) inaccuracies or outages in analytics/third-party tools; or (f) losses arising from unimplemented recommendations or unapproved changes.
Liability Cap: MJC’s total aggregate liability for any and all claims relating to the DVP Services shall not exceed the total fees paid by Client to MJC under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
Sole Remedy: Except for MJC’s indemnity obligations under Section 16.2, Client’s exclusive remedy is to discontinue the Services and, where applicable, pursue a refund limited by the Liability Cap.

16Indemnification

By Client: Client shall defend, indemnify, and hold harmless MJC, its owners, employees, contractors, affiliates, and vendors from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of (a) Client’s breach of this Agreement; (b) Client Content or websites; (c) Client’s violation of law or platform terms.
By MJC: MJC shall defend, indemnify, and hold harmless Client from third-party claims arising solely from MJC’s (a) gross negligence or willful misconduct; (b) material breach of this Agreement; or (c) a claim that materials created by MJC and used in performing the Program infringe a third party’s copyright, trademark, or trade secret, excluding Client Content and materials supplied or directed by Client.
Procedure: The party seeking indemnity will promptly notify the other in writing of the claim, allow the indemnifying party to control the defense with counsel of its choosing, and provide reasonable cooperation at the indemnifying party’s expense. No settlement imposing a non-monetary obligation or an admission on the indemnified party may be entered without that party’s written consent, not to be unreasonably withheld.

17Governing Law; Venue; Attorneys’ Fees

This Agreement is governed by the laws of the Commonwealth of Pennsylvania. The parties consent to exclusive jurisdiction and venue in Allegheny County, Pennsylvania, USA. The prevailing party in any dispute is entitled to reasonable attorneys’ fees and costs.

18Notices

Notices must be in writing and delivered personally, by certified or registered mail (return receipt), or reputable overnight courier to the addresses on file (or as updated by written notice).

19Miscellaneous

Acceptance: This Agreement is accepted by Client’s signature on an SOW, estimate, or order form referencing the Program, or by Client’s continued use of the DVP Services and payment of MJC’s invoices.
Independent Contractor: MJC is an independent contractor; no partnership, joint venture, or employment relationship is created.
Assignment: Neither party may assign without the other party’s written consent, not to be unreasonably withheld, except either party may assign to a successor in interest in a merger, acquisition, or sale of substantially all assets.
Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control.
Severability: If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in full force.
Waiver: A party’s failure to enforce any provision is not a waiver of that provision or of any other right.
Survival: Sections 1, 5, 6 (as to amounts accrued), 11, 12, 13, 14, 15, 16, 17, 18, and 19 survive termination or expiration.
Amendments: Must be in writing and signed by authorized representatives, except MJC may update referenced policies (TOS/Hosting/AUP) by posting updates on its website.
Entire Agreement; Order of Precedence: This Agreement, together with any signed SOWs/order forms and the referenced TOS/Hosting/AUP, constitutes the entire agreement regarding the DVP Services and supersedes prior or contemporaneous understandings, including the SEO Contract Agreement as described in Section 3.2. Order of precedence: signed SOW or order form (if any), this Agreement, Hosting Agreement, TOS, AUP.

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Questions about this document? Email solutions@matthewjamescreative.com or call (412) 508-8085.