These Terms of Service, together with any Service Order, govern professional services provided by Seed Value Marketing. Use of this website is also subject to these Terms and to our Privacy Policy.
Posted August 20, 2026 · Existing clients: effective September 19, 2026
Not legal advice. This Agreement is an operator template posted for notice. Have an Ohio business attorney review it if you need counsel on your own situation.
Recitals
WHEREAS, Client wishes to obtain the professional services offered by Company; and
WHEREAS, Company is willing to provide professional services to Client under the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the promises and the covenants contained herein, the parties agree as follows.
This Agreement is entered into between Seed Value Marketing, a marketing services business with its principal place of business in Ashtabula County, Ohio (“Company”), and the individual or business purchasing, receiving, or continuing to receive services, or using this website (“Client”).
By accessing this website, purchasing services, signing a proposal, accepting a statement of work, submitting payment, or otherwise engaging Company, Client agrees to this Agreement and any applicable proposal, invoice, statement of work, or service order (each, a “Service Order”).
If this Agreement and a Service Order conflict, the Service Order controls only as to the specific services, fees, dates, and deliverables it expressly identifies. This Agreement controls on intellectual property, ownership, licensing, confidentiality, limitation of liability, out-of-scope work, and termination effects.
For new Clients, this Agreement is effective on the earlier of signature, first payment, or first use of the services. For Clients already receiving services as of August 20, 2026, this Agreement is effective September 19, 2026 unless Client terminates under Section 3 before that date. Continued payment or use after the applicable effective date is acceptance.
1.Services
Client hereby engages Company, and Company accepts the engagement, for the limited purpose of providing the services more particularly set forth in the applicable Service Order (the “Services”).
Company’s offerings may include digital marketing, website development, search engine optimization (“SEO”), answer-engine and generative-engine optimization (“AEO” / “GEO”), advertising, content, branding support, automation, artificial intelligence tools, consulting, hosting, maintenance, reporting, and related work. No such offering is included unless it is identified in a current Service Order.
Unless a Service Order expressly guarantees a numbered result in writing, Services are provided on a best-efforts basis. Company does not guarantee revenue, rankings, traffic, lead volume, conversions, advertising performance, Map Pack placement, AI-citation results, or any other business outcome.
Company may decline, pause, or refuse an engagement, including after intake, if Client is not aligned with Company’s published rates, cooperation requirements, or scope rules.
2.Payments and billing
Client agrees to pay Company the full amount of all fees set forth in the Service Order, and any other amounts due under this Agreement, when due and without setoff, notice, or demand.
Unless a Service Order states otherwise: one-time project fees are due according to the invoice; recurring services are billed monthly in advance on or about the first of each month; and third-party costs (domains, hosting, software, advertising spend, plugins, stock media, APIs, AI services, email, SMS, and similar) are Client’s responsibility unless expressly included.
Payment in full is due no later than the date on the invoice. If Client fails to tender payment in full by that date, Company may (i) impose interest of one and one-half percent (1.5%) per month, but in no event greater than the maximum allowed by law, plus a twenty-five dollar ($25) administrative fee per overdue invoice; (ii) discontinue access to the Services, including hosting, deployments, automations, advertising, and reporting; and (iii) exercise any other rights available to Company. Collection costs, including reasonable attorney fees, may be added to amounts past due more than thirty (30) days.
A reduced, introductory, promotional, or courtesy fee applies only to the Service Order in which it is stated, and only for the term stated in that Order. It is not a permanent rate, a partnership, or an obligation to perform services beyond that Order. One-time gifts, transfers, or goodwill payments do not create a credit against monthly fees unless a Service Order says so in writing.
Company may change recurring pricing upon thirty (30) days’ written notice. Continued payment or use after the notice period is acceptance of the new rate. If Client does not accept the new rate, Client may terminate under Section 3 before the new rate takes effect, or move to any then-offered hosting-only Service Order.
Month-to-month billing is not a perpetual price lock. It is a cancel-anytime relationship at the then-current rate.
3.Term and termination
Where Client subscribes to recurring Services, the subscription renews for successive monthly periods unless terminated under the Service Order. If the Service Order is silent, either party may terminate by providing written notice at least thirty (30) days prior to the effective date of termination.
Termination does not relieve either party of liability for obligations incurred before the effective date, including the then-current monthly period if billed in advance.
All fees and other amounts due shall be paid prior to the effective date of termination. Notwithstanding anything to the contrary herein, Company shall not be obligated to release, assign, or transfer any domain name, password, administrative access, social or advertising account access, or other information or property to Client (including digital assets developed hereunder) until all fees and other amounts due have been paid in full.
Company may terminate or suspend Services immediately for nonpayment; material breach; abusive or threatening conduct; unlawful activity; misuse of Company property; or circumstances that make continued performance commercially unreasonable.
Client agrees to participate in a reasonable off-boarding process prior to the effective date of termination, if requested by Company.
Upon termination: Client’s license to Company Content ends except as to paid-for deliverables transferred under Section 4; growth work stops; out-of-scope or unpaid Company Content may be disabled or unpublished as described in Section 5; third-party subscriptions continue unless Client cancels them; and, if all balances are paid, Company will within fourteen (14) days of written request reasonably assist in transferring Client-owned domain administration, Client-owned listing access, and a copy of Client-owned content, which assistance is billable at the then-current hourly rate unless the Service Order includes a fixed migration fee.
4.Ownership and control of products
Company Content. Client acknowledges that the design, development, or operation of any website or other product or service by Company (each, a “Product”) may include source code, documentation, templates, frameworks, schema patterns, automations, prompts, agent configurations, scheduled tasks, skills, operating procedures, and application programs previously written or developed by Company and modified to meet Client’s requirements. Until Company transfers ownership of a Product to Client in accordance with this Agreement, Company owns all worldwide right, title, and interest in and to all such materials and all other content or materials developed or designed by Company in the course of performance, other than the Client Marks, Client Content, and Outside Content (collectively, “Company Content”).
Client Marks and Content. Client may provide trademarks, trade names, logos (“Client Marks”) and photographs, text, or other content Client already owned (“Client Content”). Client grants Company a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Client Marks and Client Content solely to perform the Services and, unless Client opts out in writing, to display completed public-facing work in Company’s portfolio, website, proposals, and case studies. Company may use aggregate, non-confidential performance metrics in case studies unless Client opts out in writing.
Outside Content. Products may include third-party software, fonts, plugins, APIs, stock media, hosting, or other materials Company does not own (“Outside Content”). Outside Content remains subject to its own licenses and cannot be transferred by Company. Client may be required to maintain those licenses after termination.
Accounts. Client-owned domains should remain registered to Client. Client retains ownership of third-party accounts established in Client’s name. Company may be granted administrative access solely to perform the Services. Accounts, properties, or tooling operated in Company’s name remain Company’s.
Control. Unless otherwise agreed in writing, Company shall have administrative access reasonably necessary to operate Products hosted or managed by Company for the duration of the applicable Service Order.
Purchase of Product. No assignment or transfer of Product ownership to Client is effective until all fees due in respect of that Product have been received. Subject to full payment, Client will own only the final, client-specific deliverables expressly identified in the Service Order as being transferred (for example, final published pages, final written copy, final Client-specific graphics, and final reports). Ownership of a deliverable does not transfer ownership of the underlying methodology, template, system, source library, prompt, agent, skill, or know-how used to create it.
Where a Company component cannot reasonably be separated from a paid-for deliverable, Company grants Client a non-exclusive, non-transferable, non-sublicensable license to use that component solely as part of that deliverable, for Client’s own internal business operations, for so long as amounts due are paid and, for hosted properties, for so long as hosting continues or a permitted migration is complete. Client may not resell, sublicense, reverse engineer, or use the component to create a competing service.
A request for “all source code,” “the repository,” “the prompts,” or “the system” does not expand the rights granted in this Section.
5.Out-of-scope work
Services not expressly identified in a current Service Order are outside the scope of this Agreement.
If no Service Order is in effect, recurring fees are deemed to cover hosting and basic maintenance only, and not SEO, AEO, GEO, content programs, city or service pages, schema systems, listing programs, automations, agents, or reporting beyond keeping the site available.
Company may, in its sole discretion, perform additional work. Such work remains Company Content. It is licensed to Client solely on a temporary, revocable, non-exclusive basis for so long as Company elects to keep it published and invoices are current. It is not a purchase, gift, or work-for-hire transfer unless and until it is identified in a Service Order and paid in full.
Informal communications, prior invoices, prior rates, and one-time payments do not expand scope.
Upon termination, nonpayment, Client’s election of a hosting-only or reduced Service Order, or Client’s failure to accept the then-current paid rate for that work, Company may disable, unpublish, or withhold Company Content that has not been purchased, including by returning previously published URLs as HTTP 410 Gone rather than redirecting them. Rankings, citations, and traffic attributable to unpurchased Company Content are not Client property.
Company will not unpublish live Company Content solely because this Agreement was posted. Removal of unpurchased Company Content occurs only after the applicable notice or termination event described above.
6.Client representations, warranties, and cooperation
Client represents and warrants that it owns or has the legal right to use the Client Marks and Client Content, and that those materials do not infringe the rights of any third party.
Client shall provide accurate information; timely access to websites, domains, listings, advertising, analytics, and other accounts reasonably required; timely review and approval of materials; and timely decisions that would otherwise block delivery. Company is not responsible for delay or reduced results caused by Client’s failure to cooperate. Repeated non-cooperation after written notice is a material breach.
Failure to respond to an approval request within seven (7) days may be treated as approval, or may pause the project, at Company’s election. Additional revisions or material changes outside the Service Order may be billed at the then-current hourly rate (if silent, one hundred twenty-five dollars ($125) per hour, billed in thirty-minute increments).
7.Confidentiality
Each party shall protect confidential information received from the other and use it only for purposes of the engagement.
Company’s templates, prompts, skills, agent configurations, operating procedures, pricing methodologies, and similar materials are Confidential Information of Company even if Client has seen them in the course of the engagement.
Confidentiality does not apply to information that is public through no breach of this Agreement; was already lawfully known; is independently developed without use of confidential information; is lawfully received from another source; or must be disclosed by law.
8.Relationship between the parties
Company shall perform all Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Informal language does not create a partnership or a discount.
Company may establish relationships with other clients for services similar to those described herein.
Company provides marketing, technology, creative, and consulting services. Company does not provide legal, accounting, tax, or other regulated professional advice unless expressly stated in a Service Order.
Ohio is a one-party consent state. Where a Service Order includes call tracking or recording, Client consents to recording, storage, and review of calls to numbers provisioned or tracked for the engagement, for attribution, quality, training, and dispute resolution. Client is responsible for any additional notices Client must give on Client’s own lines.
9.Artificial intelligence and third-party platforms
Company may use artificial intelligence and machine-learning tools in performing the Services. Client acknowledges that AI-generated material may contain errors or omissions and is responsible for reviewing public-facing materials where appropriate. Client receives the agreed deliverable, not ownership of Company’s underlying AI system, prompts, agents, or evaluation tools.
Search engines, maps products, advertising platforms, and AI platforms may change algorithms, policies, or functionality without notice. Such changes are not a failure to perform.
Where Company manages advertising, Client remains responsible for advertising budgets and third-party advertising charges unless otherwise agreed in writing.
10.Indemnification
To the fullest extent permitted by law, Client shall indemnify and hold harmless Company from and against damages, losses, expenses, or liability arising out of Client’s breach of this Agreement, Client-provided materials, or Client’s products, services, or advertising claims. This Section survives termination.
11.Limitation of liability; refunds
To the maximum extent permitted by law, Company will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, or business interruption.
To the maximum extent permitted by law, Company’s aggregate liability arising from the Services will not exceed the total amount actually paid by Client to Company for the specific Services giving rise to the claim during the six (6) months preceding the event giving rise to the claim.
Nothing in this Agreement excludes liability that cannot legally be excluded.
Unless a Service Order expressly provides otherwise, fees for Services already performed are non-refundable.
12.Assignment
Client may not assign this Agreement without Company’s prior written consent, except in connection with a bona fide sale of substantially all of Client’s business assets where permitted by law. Company may assign this Agreement in connection with a merger, acquisition, restructuring, or sale of assets.
13.Dispute resolution
If a dispute arises out of this Agreement, the parties shall first attempt in good faith to resolve it by direct communication for fifteen (15) days after written notice, and may then pursue mediation in Ashtabula County, Ohio.
Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief to protect intellectual property, confidential information, accounts, or data.
The prevailing party in any action to enforce this Agreement may recover reasonable attorney fees and costs.
14.Notices
Notices under this Agreement shall be in writing. Notices are effective when sent by email with confirmation of sending, or by certified mail, to the addresses on the latest Service Order (or, if none, to support@seedvaluemarketing.com for Company).
15.Entire agreement; amendments
This Agreement, including any Service Order and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, invoices, messages, and informal arrangements, including any prior monthly rate.
Company may update these Terms by posting the revised version at seedvaluemarketing.com/terms and sending notice to the email on file. Updates take effect thirty (30) days after notice for existing Clients, and immediately for new Clients. Continued payment or use after the effective date is acceptance. If Client does not agree, Client may terminate under Section 3 before the effective date.
A signed Service Order still controls fees, dates, and named deliverables. Custom amendments to a signed Service Order require a writing signed by both parties (including electronic signature). Oral promises do not modify this Agreement.
16.Rights cumulative; no waiver; survival
No right or remedy herein is exclusive of any other. Failure to enforce a provision is not a waiver. A waiver must be in writing.
Sections 4 through 11, 12, 13, 15, 17, and this Section survive termination.
17.Governing law and venue
This Agreement shall be governed by the laws of the State of Ohio, without regard to conflict-of-law principles. Any legal proceeding arising from this Agreement shall be brought in the appropriate state or federal courts located in Ashtabula County, Ohio. Each party consents to that venue.
18.Severability; force majeure; counterparts
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in effect.
Company is not responsible for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, utility or internet outages, cyber incidents, government actions, labor disruptions, platform outages, hosting or software failures, and similar events.
This Agreement may be executed by electronic signature or electronic delivery, in counterparts, each of which is an original and all of which constitute one agreement. Client’s electronic signature, written acceptance, payment, submission of an order, or continued use of the Services after receipt of this Agreement constitutes acceptance.
19.Use of this website
This website is provided as-is for information about Company’s services. Examples and case studies are illustrations, not a guarantee of the same result.
Company’s site content, frameworks, and methods are Company intellectual property. Visitors may not copy or republish them to build a competing product.
Form submissions are also subject to the Privacy Policy.
