Terms of Service.

Services

Northmark provides search engine optimization ("SEO") services, including but not limited to technical audits, on-page optimization, content development, link building and digital public relations, local search optimization, keyword research, and reporting and analytics. The specific services, deliverables, timelines and fees for your engagement are set out in the proposal or statement of work we agree with you separately (the "Order").

These Terms of Service, together with our Privacy Policy and any Order, form the entire agreement between you and Northmark. If any part of an Order conflicts with these Terms, the Order controls for that engagement only.

SEO disclaimer and no guarantee of rankings

Search engine rankings depend on factors outside our control. We use methods we believe are consistent with search engine guidelines and industry best practice, but we do not and cannot guarantee any specific ranking position, traffic volume, conversion rate, revenue outcome, or that any particular keyword will reach page one.

You acknowledge that:

• Search engines including Google frequently change their algorithms without notice, which can affect rankings positively or negatively.
• Competitor activity, market conditions, seasonality and other external factors influence results.
• Recovery from algorithmic actions, manual penalties or reputation issues may not be possible in all cases.
• Past results for other clients are not a promise of similar results for you.

What we do commit to is delivering the work described in the Order, on the dates agreed, using methods we would not be embarrassed to describe to a search engine, and reporting honestly on the results.

Fees and payment

Fees are stated in the Order in US dollars and exclude any applicable taxes, which are your responsibility. Unless the Order says otherwise:

• The one-off SEO audit fee is payable in advance and the audit is delivered within five working days of receipt.
• Monthly retainers are billed on the first business day of each month and are payable within seven days of the invoice date.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid in full.
• If any invoice is more than fifteen days overdue, we may pause delivery of services on written notice until payment is received. Pausing does not extend the term.

Your responsibilities

To deliver our services we need timely cooperation from you. You agree to:

• Provide accurate, complete information about your business, products and target audience.
• Grant and maintain the access we reasonably need, including to your website content management system, Google Analytics, Google Search Console, Google Business Profile and server logs where relevant.
• Review and respond to our questions, drafts and recommendations within a reasonable time. Repeated delays on your side may extend deadlines or increase fees.
• Own the responsibility for legal compliance of the content you publish, including advertising claims, industry regulations and the accuracy of factual statements about your products.
• Not ask us to engage in practices that violate search engine guidelines, including cloaking, paid link schemes, hidden text or scraped content. If you instruct us to do so anyway, we may refuse or terminate the engagement.

Intellectual property

Deliverables. On full payment of the fees due for a deliverable, we assign to you the copyright in the final content, code and reports we produce specifically for your engagement, subject to the licenses below.

Pre-existing materials. Any templates, checklists, proprietary methods, reporting frameworks, internal tools and know-how we bring to the engagement remain our property. We grant you a non-exclusive, worldwide, royalty-free license to use them as embedded in the deliverables for your own business purposes.

Portfolio use. We may reference our work for you and use non-confidential, anonymized performance data in our marketing, unless the Order specifies otherwise.

Third-party content. Where deliverables incorporate third-party materials (stock imagery, data sources, open source libraries), those materials remain subject to their own licenses, which we will identify for you.

Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential given the circumstances. The receiving party will use that information only to perform under this agreement, will protect it with the same care it uses for its own confidential information (and in any case not less than a reasonable standard of care), and will not disclose it to third parties except to employees, contractors and advisors who need to know and who are bound by similar obligations.

These obligations do not apply to information that is or becomes public without breach, was already known to the receiving party without a confidentiality obligation, is independently developed without use of the confidential information, or must be disclosed by law or court order.

Term and termination

Audit engagements conclude on delivery of the audit report.

Monthly retainers continue month to month until either party terminates by written notice given at least thirty (30) days before the end of the then-current month, unless the Order sets a fixed initial term. Termination during an initial fixed term is governed by the Order.

Either party may terminate this agreement immediately by written notice if the other party materially breaches these Terms and does not cure the breach within fifteen (15) days after receiving written notice of it, or if the other party becomes insolvent, files for bankruptcy or ceases to do business.

On termination you will pay for all services performed and expenses incurred through the effective date of termination. Refunds are governed by our Refund Policy.

Warranties and disclaimers

We warrant that we will perform the services in a professional and workmanlike manner consistent with industry standards, and that we have the right to enter into this agreement.

Except as expressly stated above, and to the maximum extent permitted by law, the services and deliverables are provided "as is" and "as available". We disclaim all other warranties, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, or that the services will meet your requirements or produce any particular business result.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising out of or related to this agreement, whether based on contract, tort (including negligence), strict liability or any other theory, even if advised of the possibility of such damages.

Except for your obligation to pay fees, either party's total aggregate liability arising out of or related to this agreement will not exceed the total fees paid by you to Northmark under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you.

Indemnification

You will defend, indemnify and hold Northmark and its employees and contractors harmless from and against any third-party claim, and any resulting damages, costs and reasonable attorney fees, arising out of (a) content, data, products or services you provide to us or that we publish at your direction, (b) your infringement of any third-party intellectual property or privacy right, or (c) your violation of any law.

We will defend, indemnify and hold you harmless from and against any third-party claim that our original deliverables, as delivered by us and used as intended, infringe a US copyright of that third party, subject to the liability cap above.

Non-solicitation

During the term of any engagement and for twelve (12) months after it ends, neither party will directly solicit for employment or engagement any employee or contractor of the other party who was involved in the engagement, without the other party's prior written consent. General public recruiting not targeted at those individuals is not restricted.

Force majeure

Neither party will be liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, pandemics, government action, internet or utility outages, or the acts or omissions of third parties. The affected party will notify the other promptly and use reasonable efforts to resume performance.

Governing law and disputes

This agreement is governed by the laws of the State of [State], United States, without regard to its conflict-of-laws principles. The parties agree that the state and federal courts located in [County, State] have exclusive jurisdiction over any dispute arising out of or related to this agreement, and each party waives any objection to venue there.

Before filing suit, the parties will attempt in good faith to resolve any dispute by direct discussion between senior representatives for at least thirty (30) days after written notice of the dispute.

Changes to these Terms

We may update these Terms from time to time. When we do, we will change the "Last updated" date at the top of the page and, for material changes, notify existing clients by email at least thirty (30) days before the change takes effect. Continued use of our services after the effective date constitutes acceptance of the updated Terms.

Miscellaneous

Independent contractor. Northmark is an independent contractor. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship.

Assignment. You may not assign this agreement without our prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of your assets. We may assign this agreement to a successor or affiliate.

Notices. Notices to Northmark should be sent to [email protected] and to the mailing address on our Contact page. Notices to you will be sent to the email address on your most recent invoice.

Severability. If any provision is held unenforceable, the remainder of these Terms will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. A party's failure to enforce any provision is not a waiver of the right to enforce it later.

Entire agreement. These Terms, the Privacy Policy, the Refund Policy and any Order together constitute the entire agreement between the parties and supersede all prior agreements on the same subject.

Contact

Questions about these Terms? Email [email protected] or write to Northmark, 1331 Medfield Ave, Baltimore, MD 21211, USA.