Terms of service.

Last Updated: [10/26/26]

These SEO Services Terms of Service ("Agreement") are entered into between John Ussenko ("JU") and the client identified in the applicable Statement of Work, proposal, invoice, or service agreement ("Client").

By engaging JU's services, the Client acknowledges and agrees to the following terms and conditions.

1. Scope of Services

JU will provide Search Engine Optimization ("SEO") and related digital marketing services designed to improve the visibility, discoverability, and performance of the Client's website in search engines.

Services may include, but are not limited to:

  • Keyword and market research

  • SEO strategy development

  • On-page SEO optimization

  • Technical SEO analysis and recommendations

  • Website content optimization

  • Meta title and description optimization

  • Internal linking improvements

  • Website structure and navigation recommendations

  • Backlink acquisition and outreach efforts

  • Competitor analysis

  • SEO reporting and performance tracking

  • Blog content creation

  • Social media content creation

  • Traffic and ranking analysis

JU reserves the right to determine the methods, strategies, and techniques used to achieve SEO objectives.

2. Payment Terms

Invoices are due within fifteen (15) calendar days from the invoice date unless otherwise agreed in writing.

Failure to make timely payment may result in:

  • Suspension of services

  • Delays in deliverables

  • Termination of the Agreement at JU's discretion

All fees paid are non-refundable unless otherwise stated in writing.

3. Client Responsibilities

To facilitate effective SEO services, the Client agrees to provide:

Website Access

  • Administrative or backend access to the website

  • Access to hosting, analytics, Google Search Console, and other relevant platforms as needed

Cooperation

  • Timely responses to requests for information

  • Authorization to make approved website modifications

  • Permission to communicate with third-party vendors or developers when necessary

Analytics and Data

  • Access to website traffic data, reporting tools, and analytics platforms

  • Access to relevant email accounts for outreach and SEO initiatives

Content and Assets

The Client grants JU permission to use and modify materials provided by the Client, including:

  • Logos

  • Images

  • Graphics

  • Trademarks

  • Website content

  • Marketing materials

solely for purposes related to SEO, digital marketing, and website optimization.

If additional content is required to support SEO efforts, the Client agrees to provide such content in a timely manner.

4. SEO Performance Disclaimer

The Client understands and acknowledges that search engine rankings are influenced by numerous factors outside the control of JU.

Accordingly:

  • JU does not guarantee any specific ranking position.

  • JU does not guarantee first-page rankings.

  • JU does not guarantee increased traffic, leads, sales, revenue, or conversions.

  • JU does not guarantee inclusion in any search engine index or directory.

Search engines frequently modify ranking algorithms, policies, and indexing procedures. Such changes may positively or negatively affect website performance and are beyond JU's control.

SEO is an ongoing marketing process, not a guaranteed result.

5. Search Engine Policy Changes

JU shall not be held responsible for ranking fluctuations, de-indexing, reduced visibility, penalties, or other changes resulting from:

  • Search engine algorithm updates

  • Policy changes

  • Industry-wide ranking shifts

  • Search engine penalties unrelated to JU's work

  • Technical issues outside JU's control

If a website experiences ranking loss due to algorithmic changes, JU may recommend corrective actions; however, no specific recovery outcome is guaranteed.

6. Third-Party Websites and Backlinks

SEO may involve acquiring backlinks from third-party websites.

The Client acknowledges that:

  • JU cannot control the ongoing operation of third-party websites.

  • Third-party websites may remove, modify, or discontinue links at any time.

  • JU is not liable for the actions, policies, quality, or availability of third-party websites.

The Client further acknowledges that obtaining links from known spam networks, link farms, or low-quality websites can significantly impact search performance.

JU shall not be liable for SEO consequences resulting from backlinks obtained independently by the Client or third parties.

7. Website Changes and Client Modifications

JU is not responsible for adverse SEO impacts resulting from changes made by:

  • The Client

  • The Client's employees

  • Web developers

  • Marketing agencies

  • Contractors

  • Any third party

If modifications overwrite, remove, or compromise SEO work previously completed by JU, restoration services will be billed at the then-current hourly rate.

8. Additional Services

Any services not specifically included in the agreed scope of work are considered additional services.

Examples include:

  • Branding

  • Copywriting

  • Paid advertising campaigns

  • Specialized consulting

  • Website design

  • Graphic design

  • Development work

  • Emergency website support

Additional services outside the agreed scope will be billed at JU's then-current rates and will require prior written approval by the Client.

9. Intellectual Property & Client Warranties

The Client represents and warrants that it owns, or has obtained all necessary rights, licenses, permissions, and approvals for any materials provided to JU.

These materials include, but are not limited to:

  • Text

  • Graphics

  • Logos

  • Images

  • Videos

  • Designs

  • Trademarks

  • Copyrighted content

The Client agrees to indemnify, defend, and hold harmless JU and its contractors from any claims, damages, liabilities, costs, or expenses arising from the use of materials supplied by the Client.

10. Confidentiality

Both parties agree to treat all non-public business information, reports, recommendations, strategies, pricing, credentials, and proprietary information as confidential.

Neither party shall disclose confidential information to third parties without prior written consent except when required by law.

This confidentiality obligation survives termination of the Agreement.

11. Limitation of Liability

To the maximum extent permitted by law, JU shall not be liable for:

  • Lost profits

  • Lost revenue

  • Lost business opportunities

  • Loss of search rankings

  • Loss of website traffic

  • Loss of data

  • Indirect damages

  • Consequential damages

  • Special damages

JU's total liability under this Agreement shall not exceed the total amount paid by the Client for services during the three (3) months preceding the event giving rise to the claim.

12. Termination

Either party may terminate services upon written notice as specified in the applicable service agreement or Statement of Work.

Upon termination:

  • All outstanding invoices become immediately due.

  • The Client remains responsible for payment of all completed work and expenses incurred.

  • JU may remove administrative access, reporting access, and project resources under its control.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

Any disputes arising under this Agreement shall be resolved in the courts located in California.

14. Acceptance

By signing a Statement of Work, proposal, invoice, order form, or by engaging JU's services, the Client acknowledges that they have read, understood, and agreed to these Terms of Service.

Contact Information: If you have any questions regarding these Terms of Service, please contact: John Ussenko