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SEO Contract Agreement

Last updated: September 14, 2026

This SEO Contract Agreement (“Agreement”) is entered into by and between Matthew James Creative, LLC (“MJC,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”). 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 the order of precedence is: a signed SOW or order form (if any); then this Agreement; then the Hosting Agreement; then the TOS; then the AUP.

Digital Visibility Program clients: this document does not govern your engagement. See the Digital Visibility Program Agreement, which supersedes this Agreement for Program clients — including its term. The one-year term below applies only to SEO-only engagements.

01Definitions

  1. MJC means Matthew James Creative, LLC.
  2. Client means the persons, entity, or authorized representatives accepting this Agreement.
  3. Content means text, images, video, audio, data, and other materials provided by Client.
  4. Website means the web properties on which MJC performs the Services, whether hosted and maintained by MJC or controlled by Client.
  5. Confidential Information means non-public information designated as confidential or reasonably understood to be confidential.
  6. Services means SEO strategy and execution as described in Section 2 and any SOW.
  7. KPI means key performance indicators mutually discussed (e.g., organic sessions, conversions, rankings), which are directional and not guaranteed outcomes.

02SEO Program Scope

The SEO Services may include, as applicable and as prioritized during the term:

  • Keyword research and mapping (periodically refreshed).
  • On-page optimization (metadata, internal links, headings, content formatting, schema recommendations).
  • Technical monitoring and recommendations (crawlability, indexing, performance, structured data, sitemaps, canonicalization).
  • Content strategy consultation and editorial guidance; content production if separately contracted.
  • Off-page strategy (digital PR, outreach guidance, link-earning strategy) within ethical/white-hat norms.
  • Analytics configuration guidance and reporting (e.g., GA4, GSC), with reasonable reliance on third-party data accuracy.
  • Periodic reviews, prioritization, and roadmap adjustments based on data and business inputs.

Note: Development work (e.g., code changes, plugin installs, page builds) is out of scope unless explicitly included in a signed SOW or maintenance plan. Paid advertising (SEM/PPC) is governed by separate budgets and, if engaged, a separate SOW or addendum.

03Term; Renewal

  1. Initial Term: One (1) year from the agreed start date unless otherwise stated in a signed SOW.
  2. Auto-Renewal: Automatically renews for successive one-year terms unless either party gives written non-renewal at least sixty (60) days prior to the end of the then-current term.

04Termination

  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.
  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).
  3. Effect: Upon termination, accrued but unpaid fees remain due. MJC’s obligations cease at the end of the notice/cure period or termination date.

05Fees; Payment; Late Fees; Taxes

  1. Schedule: Monthly fees per the signed estimate/SOW, billed in advance unless otherwise agreed.
  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.
  3. Taxes: Client is responsible for applicable sales, use, VAT/GST, or similar taxes (excluding MJC’s income taxes).

06Client Obligations

  1. Access & Approvals: Provide timely access to the third-party accounts Client controls — for example Google Analytics, Google Search Console, Google Business Profile and product data systems — and, where Client hosts its own site, to that site; review and approve recommendations and content promptly.
  2. Implementation: Client (or Client’s developer) is responsible for implementing recommended changes unless development is included in a written SOW. Delays in implementation may delay or limit results.
  3. Accuracy & Compliance: Ensure that website content, claims, and data collection comply with law (e.g., advertising, disclosures, industry regs, privacy).
  4. Brand & Legal Review: Client is responsible for legal review of all public-facing content; MJC does not provide legal advice.
  5. Data Integrity: Client is responsible for analytics configurations, conversion tracking, and data quality unless explicitly included in a signed SOW.
  6. No Guarantees: Client acknowledges that rankings and traffic depend on numerous external factors (e.g., algorithms, competitors, seasonality, platform changes).

07MJC Obligations

  1. Professional Standard: Perform Services in a professional and workmanlike manner consistent with industry norms.
  2. Ethical Practices: Use ethical, sustainable SEO methods; no link schemes, cloaking, or deceptive practices.
  3. Reporting: Provide reasonable monthly reporting and periodic strategy reviews. Reports may rely on third-party platforms and are provided “as available.”
  4. Confidentiality: Maintain the confidentiality of Client’s Confidential Information.

08KPIs; 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, or any specific business outcomes.

09Third-Party Platforms & Dependencies

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

10Intellectual Property

  1. Client Content: Remains the property of Client.
  2. MJC Materials: Tools, templates, and methodologies used by MJC remain MJC’s property. Upon full payment, Client receives a non-exclusive, non-transferable license to use the written content, recommendations and reports prepared for Client during the term, on web properties Client controls.

11Confidentiality

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.

12Disclaimers

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.

13Limitation of Liability

  1. 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.
  2. 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.
  3. Liability Cap: MJC’s total aggregate liability for any and all claims relating to the SEO Services shall not exceed the total fees paid by Client to MJC for SEO Services in the twelve (12) months preceding the event giving rise to the claim.
  4. Sole Remedy: Client’s exclusive remedy is to discontinue the Services and, where applicable, pursue a refund limited by the Liability Cap.

14Indemnification

  1. 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.
  2. 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; or (b) material breach of this Agreement.

15Governing 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.

16Notices

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).

17Miscellaneous

  1. Independent Contractor: MJC is an independent contractor; no partnership, joint venture, or employment relationship is created.
  2. 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.
  3. Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control.
  4. 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.
  5. 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 SEO Services and supersedes prior or contemporaneous understandings. Order of precedence: signed SOW or order form (if any), this Agreement, Hosting Agreement, TOS, AUP.
Related Documents
Privacy Policy
How MJC handles information collected on this site.
Digital Visibility Program Agreement
Terms for clients enrolled in the Digital Visibility Program.
Terms of Service
The master terms governing all MJC services.
Acceptable Use Policy
What may and may not be done on MJC-provided services.
Hosting Agreement
Terms for websites hosted and maintained by MJC.

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