These Terms of Service (“Terms”) govern your use of the website seoasis.ioand the services provided by SEOasis (“we,” “us,” or “our”). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.
1. Services
SEOasis provides ecommerce search engine optimization (SEO) and AI visibility services, including but not limited to:
- Technical SEO audits and implementation
- Keyword research and content strategy
- On-page and off-page optimization
- AI visibility and large language model (LLM) optimization
- Analytics setup, reporting, and performance monitoring
- Content creation and optimization
The specific scope, deliverables, and timelines for each engagement will be defined in a separate service agreement or statement of work (“SOW”) between SEOasis and the client (“you” or “Client”). In the event of a conflict between these Terms and a signed SOW, the SOW will govern.
We reserve the right to modify, update, or discontinue any aspect of our services at any time, provided that such changes do not materially diminish the scope of services under an active SOW without prior written notice.
2. Client Obligations
To enable us to deliver services effectively, you agree to:
- Provide timely access: Grant us necessary access to your website, CMS, analytics platforms, Google Search Console, and other relevant tools as outlined in the SOW
- Accurate information: Provide accurate and complete information about your business, products, and goals
- Timely feedback: Review and respond to deliverables, recommendations, and requests for approval within a reasonable timeframe (typically 5 business days unless otherwise agreed)
- Implementation cooperation: Implement or authorize the implementation of agreed-upon changes to your website in a timely manner
- Compliance: Ensure that your website and business operations comply with all applicable laws and regulations
- Content accuracy: Ensure that any content, data, or materials you provide to us are accurate and do not infringe on any third-party rights
Delays or failures in fulfilling these obligations may impact project timelines and results. SEOasis shall not be held responsible for delays caused by the Client's failure to meet these obligations.
3. Payment Terms
Payment terms will be specified in the applicable SOW or service agreement. Unless otherwise agreed in writing, the following terms apply:
- Invoicing: Invoices are issued monthly at the beginning of each service period
- Payment due: Payment is due within 15 days of the invoice date
- Accepted methods: We accept payment via bank transfer (ACH), credit card, or other methods as specified in the SOW
- Late payments: Invoices unpaid after 30 days may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum amount permitted by law, whichever is less
- Suspension of services:We reserve the right to suspend services if payment is more than 30 days overdue, upon providing 7 days' written notice
All fees are quoted in US dollars and are exclusive of applicable taxes. You are responsible for any sales tax, use tax, VAT, or similar taxes applicable to the services.
4. Intellectual Property
Client Materials
You retain all ownership rights to your existing content, brand assets, trademarks, and proprietary materials (“Client Materials”) that you provide to us during the engagement. You grant SEOasis a limited, non-exclusive license to use Client Materials solely for the purpose of performing the services.
SEOasis Deliverables
Upon full payment, you will own the deliverables specifically created for you under the SOW, including optimized content, meta data, and page copy written for your website. However, SEOasis retains ownership of:
- Proprietary tools and methodologies: Frameworks, processes, templates, audit systems, and analytical tools developed by SEOasis, whether created before or during the engagement
- General knowledge: Insights, techniques, and expertise gained through the engagement, provided they do not include your confidential information
Portfolio and Case Studies
Unless otherwise agreed in writing, SEOasis may reference the Client by name and include general descriptions of work performed and results achieved in our portfolio, case studies, and marketing materials.
5. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement, including business strategies, analytics data, financial information, and trade secrets. This obligation survives the termination of the service relationship for a period of 2 years.
Confidentiality obligations 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 reference to confidential information; or (d) is required to be disclosed by law.
6. Disclaimers and No Guarantees
SEO and AI visibility are influenced by many factors outside our control, including search engine algorithm changes, competitor activity, and market conditions. While we apply industry best practices and work diligently to achieve the best possible outcomes:
- We do not guarantee specific rankings, traffic levels, or revenue outcomes
- We do not guarantee placement in AI-generated responses or large language model outputs
- Past results described in case studies are not a guarantee of future performance
Our services are provided on an “as-is” basis to the fullest extent permitted by law. We disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
7. Limitation of Liability
To the maximum extent permitted by applicable law:
- SEOasis's total aggregate liability arising out of or related to these Terms or any SOW shall not exceed the total fees paid by you to SEOasis during the 3-month period immediately preceding the claim
- In no event shall SEOasis be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, or loss of business opportunities, regardless of the theory of liability
- SEOasis shall not be liable for any damages arising from search engine penalties, algorithm changes, or actions taken by third-party platforms
8. Termination
Our service engagements operate on a month-to-month basis unless otherwise specified in the SOW. Either party may terminate the engagement as follows:
- Without cause:Either party may terminate the agreement by providing 30 days' written notice to the other party
- For cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within 15 days of receiving written notice
- Non-payment: SEOasis may terminate immediately if payment is more than 45 days overdue
Upon termination:
- You are responsible for payment of all fees for services rendered through the termination date
- We will provide reasonable transition support, including transferring access to any accounts or tools managed on your behalf
- Sections regarding Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law shall survive termination
9. Indemnification
You agree to indemnify and hold harmless SEOasis and its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising out of: (a) your breach of these Terms; (b) your violation of any applicable law; (c) any content or materials you provide that infringe on third-party rights; or (d) your use of the deliverables in a manner not contemplated by the SOW.
10. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet outages, or third-party service provider failures.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the United States and the State in which SEOasis maintains its principal place of business, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with each party bearing its own costs.
12. Modifications to These Terms
We reserve the right to update these Terms at any time. When we make changes, we will update the “Effective date” at the top of this page. For active clients, material changes to these Terms will be communicated via email at least 30 days before they take effect. Continued use of our website or services after changes take effect constitutes acceptance of the updated Terms.
13. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
14. Entire Agreement
These Terms, together with any applicable SOW and privacy policy, constitute the entire agreement between you and SEOasis regarding the subject matter herein and supersede all prior agreements, communications, and understandings, whether written or oral.
15. Contact Us
If you have any questions about these Terms of Service, please contact us at:
SEOasis
Email: mike@seoasis.io
Website: seoasis.io