Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between SEO Counselors LLC, an Arkansas limited liability company (“SEO Counselors,” “we,” “us,” or “our”), and you (“Client,” “you,” or “your”), governing your access to and use of our website located at seocounselors.com (the “Site”) and the search engine optimization and digital marketing services we provide (the “Services”). By accessing our Site, submitting an inquiry, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority or do not agree with all of these Terms, you must not access our Site or engage our Services.

1. Acceptance of Terms

These Terms take effect when you access our Site, submit a contact form, or sign a service agreement, whichever occurs first. Your continued use of our Site or Services constitutes your ongoing acceptance of these Terms. If you have signed a separate written agreement, statement of work, or proposal with SEO Counselors, the terms of that specific agreement shall control in the event of any conflict with these Terms, but these Terms shall otherwise apply to the fullest extent permitted by law.

We may revise these Terms from time to time in our sole discretion. The most current version will always be posted on our Site with an updated “Last updated” date. Your continued use of our Site or Services after changes are posted constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of our Site and Services.

2. Description of Services

SEO Counselors provides search engine optimization and digital marketing services to businesses, with a focus on multi-location companies. Our Services include, but are not limited to, the following:

SEO consulting and strategy: technical site audits, keyword research, competitive analysis, on-page optimization recommendations, and ongoing strategic guidance.
Local search optimization: management and optimization of Google Business Profiles, local keyword targeting, review management, and local pack visibility improvement.
AI search optimization: optimization of content and structured data to improve visibility in AI-powered search engines and answer engines, including schema markup, entity optimization, and content structuring.
Content creation: writing, editing, and publishing of website content, blog posts, landing pages, and other assets designed to improve search visibility and user engagement.
Citation building: creation and management of business listings across directories, maps, and local search platforms to improve local search authority and consistency.
Google Business Profile management:ongoing management of profile information, posts, photos, Q&A, review responses, and performance reporting.
Reporting and analytics: regular performance reports covering search impressions, clicks, calls, direction requests, bookings, and other tracked metrics.

The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate agreement, proposal, or statement of work. These Terms supplement, and do not replace, any such specific agreement. Any services not expressly described in your agreement are not included unless separately agreed in writing.

3. Client Responsibilities

To enable us to perform the Services effectively, you agree to fulfill the following responsibilities:

Provide platform access: You will grant us timely access to the accounts and platforms necessary to perform the Services, including Google Business Profile, Google Search Console, Google Analytics, your website content management system, and any other tools specified in your agreement. Access shall be provided through delegated access, user permissions, or other secure methods rather than sharing of passwords where possible.
Approve content and changes: You will review and approve or request revisions to content, listings, and other deliverables within a reasonable timeframe. We are not responsible for delays caused by your failure to review or approve work.
Communicate in a timely manner: You will respond to our communications, provide requested information, and make decisions within a reasonable period. Extended delays in communication may extend project timelines and may affect the applicability of any performance guarantees.
Provide accurate information: You will provide accurate, current, and complete information about your business, including business name, addresses, phone numbers, hours, services, and any other details relevant to the Services.
Maintain legal compliance: You represent and warrant that all information, content, and materials you provide to us are accurate, lawful, and do not infringe upon the rights of any third party. You are solely responsible for the accuracy and legality of business information published on your behalf.
Comply with platform terms: You agree to comply with the terms of service of all third-party platforms we access on your behalf, including Google's terms of service.

Failure to meet these responsibilities may result in delays, reduced effectiveness of the Services, suspension of any performance guarantees, and additional fees for time spent addressing issues arising from such failure.

4. No Guarantee of Specific Rankings

You acknowledge and agree that search engine optimization is an inexact science and that search engine rankings, visibility, and traffic are influenced by numerous factors outside of our control, including search engine algorithms, competitor activity, changes to your website or business, and broader market conditions. No SEO provider can guarantee specific search engine rankings, positions, or placement, and we do not make any such guarantee.

We do, however, stand behind our work through our 90-day guarantee, described in Section 6 below, which guarantees measurable improvement in tracked business metrics rather than specific keyword positions. Any statements regarding expected results are estimates based on our experience and are not guarantees of specific outcomes unless expressly stated in writing.

5. Payment Terms

Fees for the Services are as set forth in your individual service agreement, proposal, or statement of work. Unless otherwise specified, the following payment terms apply:

Billing structure: Services are typically billed as a monthly retainer, due in advance of each monthly service period. One-time projects, if applicable, are billed according to the schedule in your agreement.
Invoicing: Invoices are delivered electronically and are due upon receipt unless otherwise specified in your agreement. Payment may be made by electronic funds transfer, credit card, or other methods designated by us.
Late payment: Any invoice not paid within fifteen (15) days of the due date is considered past due. We reserve the right to charge a late fee of 1.5% per month on past due balances, or the maximum rate permitted by law, whichever is lower. We may also suspend Services for accounts that are more than fifteen (15) days past due, without prejudice to our right to collect all fees owed.
Good standing: The 90-day guarantee and all other performance commitments apply only to accounts that are current and in good standing. Accounts with past due balances are not eligible for the guarantee during the period of delinquency.
Taxes: You are responsible for any applicable sales, use, or similar taxes associated with the Services, other than taxes based on our net income.

6. The 90-Day Guarantee

We are confident in the value of our Services and offer the following guarantee to eligible clients:

If, within ninety (90) days from the start date of your engagement (the “Guarantee Period”), we do not demonstrate measurable lift in the tracked metrics for your campaign, we will continue to provide the Services at no additional cost until measurable lift is achieved, subject to the terms and conditions set forth below.

6.1 Definition of Measurable Lift

“Measurable lift” is defined as a statistically meaningful improvement in one or more of the following tracked metrics, compared to the baseline established during the first thirty (30) days of the engagement:

Search impressions: an increase in the number of times your business appears in search results, as measured by Google Search Console or Google Business Profile insights.
Calls: an increase in phone calls generated from your Google Business Profile or other tracked call sources.
Direction requests: an increase in direction requests initiated from your Google Business Profile.
Bookings: an increase in booking actions, appointments, or conversions tracked through your website or scheduling tools.

Rankings alone, keyword positions, or vanity metrics do not constitute measurable lift. We report on business outcomes, not rankings in isolation. The baseline for comparison is established using data from the first thirty (30) days of the engagement, and improvement is assessed against that baseline using data from the subsequent sixty (60) days.

6.2 Conditions and Exclusions

The 90-day guarantee is subject to the following conditions:

The client must be current on all invoices and in good standing throughout the Guarantee Period.
The client must have fulfilled all Client Responsibilities described in Section 3, including providing timely access to required platforms and approving deliverables without undue delay.
The guarantee applies to new engagements of three (3) months or longer and does not apply to one-time projects, audits, or engagements that have been paused or suspended.
The guarantee does not apply where lack of measurable lift is attributable to factors outside our control, including but not limited to: significant changes to your website not made by us, removal or suspension of your Google Business Profile, penalties or manual actions imposed by search engines, platform outages, or changes to your business operations.
If measurable lift is not achieved within the Guarantee Period, the free service period continues until measurable lift is demonstrated in a subsequent monthly reporting cycle. The free service period does not extend beyond a reasonable additional period and is subject to ongoing client compliance with these Terms.

7. Intellectual Property

The parties acknowledge the following with respect to intellectual property created or used in connection with the Services:

Client-owned materials: You retain all right, title, and interest in and to your existing content, branding, logos, trademarks, business data, and any materials you provide to us. We do not acquire any ownership interest in your intellectual property.
Created content and assets: Upon full payment of all fees owed, you own the content, citations, profiles, and other assets created by us specifically for your engagement, including blog posts, landing page copy, and business listings. We do not hold your Google profiles, citations, or content hostage. Upon termination, all such assets and access are transferred to you as described in Section 9.
Our methodology: We retain all right, title, and interest in and to our proprietary methodologies, processes, tools, templates, frameworks, and know-how used to deliver the Services. You receive a non-exclusive, non-transferable license to use deliverables created for you, but you do not acquire rights to our underlying methodology or intellectual property.
Aggregated and anonymized data: We may use aggregated, anonymized, and de-identified data derived from our work across multiple clients for the purpose of improving our Services, developing industry benchmarks, and conducting research. Such data does not identify you or your business.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to use such information solely for the purposes of performing or receiving the Services. “Confidential information” includes, but is not limited to, business plans, financial information, customer lists, marketing strategies, pricing, technical information, login credentials, and any other non-public information that a reasonable person would understand to be confidential.

Each party shall protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party, except to employees, contractors, and agents who need to know such information to perform the Services and who are bound by confidentiality obligations no less protective than those in these Terms.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is required to be disclosed by law, regulation, or legal process, provided that the receiving party gives reasonable notice to the disclosing party where permitted. These confidentiality obligations shall survive termination of the engagement for a period of three (3) years.

9. Termination

Either party may terminate the engagement by providing thirty (30) days' written notice to the other party. Upon termination, the following shall apply:

Payment for completed work: You are responsible for payment of all fees for Services performed through the effective date of termination, including any work in progress that is completed or substantially completed as of the termination date. If you terminate on a monthly retainer, you are responsible for fees through the end of the notice period.
Asset and access transfer: Within fifteen (15) days of the effective termination date, we will transfer to you all assets created during the engagement, including content, citations, profile access, and reporting data. We will remove our access to your accounts upon transfer or upon your written request, whichever occurs first.
No transfer of methodology: Termination does not grant you any rights to our proprietary methodology beyond the license granted in Section 7.
Immediate termination for cause: Either party may terminate immediately for cause in the event of a material breach of these Terms that is not cured within fifteen (15) days of written notice of the breach. We may terminate immediately without notice in the event of non-payment exceeding thirty (30) days, fraudulent activity, or any action by you that exposes us to legal liability.
Survival: Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to those regarding intellectual property, confidentiality, limitation of liability, indemnification, and governing law.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall SEO Counselors, its owners, members, employees, contractors, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, loss of data, loss of goodwill, or business interruption, arising out of or related to the Services, these Terms, or your use of our Site, regardless of the theory of liability and whether or not we have been advised of the possibility of such damages.

In no event shall our total aggregate liability arising out of or related to these Terms or the Services exceed the total amount paid by you to us for the Services during the three (3) months immediately preceding the event giving rise to the claim. This limitation applies to all claims, whether based on contract, tort (including negligence), strict liability, or any other theory.

You acknowledge that search engine rankings, traffic, and business outcomes are influenced by factors outside our control, including search engine algorithm changes, competitor actions, platform outages, and changes to your business or website. We are not liable for any adverse effects resulting from such external factors. The limitations and exclusions in this Section apply even if any remedy fails of its essential purpose.

11. Indemnification

You agree to indemnify, defend, and hold harmless SEO Counselors, its owners, members, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any law or the rights of any third party; (c) the accuracy or inaccuracy of information you provide to us; (d) content or materials you provide for publication; or (e) any claim that the content or materials you provided infringe the intellectual property rights of any third party.

We will notify you promptly of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. You shall not settle any indemnified claim without our prior written consent. We reserve the right to participate in the defense of any claim with counsel of our choosing at our own expense.

12. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of law provisions. The parties agree that the courts located in Benton County, Arkansas, shall have exclusive jurisdiction over any disputes arising under these Terms, and each party consents to the personal jurisdiction of such courts.

Before initiating litigation, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate negotiations by providing written notice of the dispute to the other party. If the dispute is not resolved within thirty (30) days of such notice, either party may pursue litigation in the courts described above. This negotiation requirement does not apply to claims for injunctive relief or other equitable remedies where delay would cause irreparable harm.

13. General Provisions

Entire agreement: These Terms, together with any signed service agreement or statement of work, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings, whether written or oral.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Force majeure: We are not liable for any delay or failure to perform our obligations due to causes beyond our reasonable control, including acts of God, natural disasters, internet or platform outages, labor disputes, governmental actions, or public health emergencies.
Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement.
Relationship of parties: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

14. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the “Last updated” date at the top of this page and, where appropriate, provide notice to active clients by email or through our Site. Your continued use of our Site or Services after any changes become effective constitutes your agreement to be bound by the revised Terms. We encourage you to review these Terms periodically.

15. Contact Us

If you have any questions, concerns, or notices regarding these Terms, please contact us:

SEO Counselors LLC
Email: chase@seocounselors.com
Phone: (479) 407-1428
Website: seocounselors.com