Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Optirank Studio LLC, a limited liability company incorporated in the State of Delaware, United States ("Optirank Studio," "we," "us," or "our"). These Terms govern your use of our website at optirankstudio.com and the provision of digital marketing and SEO services by Optirank Studio LLC.

By accessing our website, submitting an inquiry, signing a service proposal or statement of work, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into this Agreement 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 agree with any part of these Terms, you must not use our website or engage our services. We reserve the right to modify these Terms at any time. Continued use of our services after notice of changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

These Terms should be read together with our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

2. Services Description

Optirank Studio LLC provides professional SEO and digital marketing services to businesses and organizations. Our service offerings include, but are not limited to:

Core Service Categories

• Technical SEO: Website audits, Core Web Vitals optimization, crawlability improvements, structured data implementation, and technical infrastructure enhancements.
• On-Page Optimization: Keyword research, metadata optimization, content structure analysis, internal linking strategy, and search intent alignment.
• Link Building and Authority Development: White-hat outreach campaigns, guest post placements, digital PR, and domain authority building.
• Local SEO: Google Business Profile optimization, citation management, review strategy, and geo-targeted content.
• PPC and Paid Advertising: Google Ads, Meta Ads, LinkedIn Ads campaign management, bid strategy, and conversion optimization.
• Content Marketing: Content strategy, SEO-optimized writing, topic cluster development, and content calendar management.
• Social Media Marketing: Profile management, content creation, community engagement, and paid social campaigns.
• Analytics and Reporting: GA4 setup, custom dashboards, monthly performance reports, and strategic recommendations.

Service Agreements and Statements of Work

The specific services to be provided, timelines, deliverables, and fees for each engagement will be set out in a written proposal, statement of work ("SOW"), or service agreement ("Service Agreement") executed between the parties. In the event of any conflict between a specific Service Agreement and these Terms, the provisions of the Service Agreement shall prevail with respect to the subject matter of that agreement.

Service Modifications

We reserve the right to modify, enhance, or discontinue specific service offerings at any time. We will provide reasonable advance notice of any material changes to services that affect active engagements. Any changes to the scope of services during an active engagement must be agreed upon in writing by both parties through a change order or amended SOW.

3. Client Responsibilities

The success of your digital marketing engagement depends significantly on timely and accurate collaboration from your team. As a client, you agree to fulfill the following responsibilities throughout our engagement:

Access and Cooperation

• Provide timely access to all platforms, accounts, and resources necessary to perform the agreed services, including website CMS, Google Analytics, Google Search Console, Google Ads, and any social media accounts.
• Designate a primary point of contact who has the authority to provide approvals, feedback, and decisions within agreed response timeframes.
• Respond to requests for information, approvals, content, or feedback within 5 business days, unless otherwise agreed. Delays in your response may impact project timelines, and Optirank Studio shall not be liable for resulting delays.
• Inform us promptly of any significant changes to your business, website, target audience, or competitive landscape that may affect the services.

Accuracy of Information

• Provide accurate, complete, and up-to-date information about your business, products, services, and target markets.
• Review all deliverables (content, ads, landing pages, reports) promptly and notify us of any inaccuracies or required changes.
• Ensure that any content, trademarks, images, or materials you provide to us do not infringe upon the intellectual property rights of any third party and comply with all applicable laws.

Compliance

• Ensure your website, business practices, and advertising comply with all applicable laws and regulations, including consumer protection laws, advertising standards, and data protection regulations.
• Not request or direct us to implement strategies that violate the terms of service of any search engine, advertising platform, or social media network.
• Obtain all necessary permissions, licenses, and consents required to use the materials and data you provide to us.

Technology and Platform Access

You are responsible for maintaining and paying for all technology, hosting, software subscriptions, and advertising budgets necessary for your business operations. Optirank Studio's service fees do not include advertising spend, platform subscription costs, stock photography, or third-party tool licenses unless explicitly stated in your Service Agreement.

4. Payment Terms

All fees for our services are set out in your Service Agreement or proposal. By accepting a proposal or signing a Service Agreement, you agree to pay all applicable fees in accordance with the payment schedule specified therein.

Retainer and Monthly Services

For ongoing monthly retainer engagements, fees are invoiced in advance at the beginning of each calendar month. Payment is due within 15 days of the invoice date. Retainer services commence upon receipt of the first month's payment.

Project-Based Work

For project-based engagements (e.g., website audits, one-time content creation, ad account setups), payment terms are as follows unless otherwise specified in the Service Agreement:

• 50% of the project fee is due upon signing of the Service Agreement, before work commences.
• The remaining 50% is due upon delivery of the final project deliverables, before final files or reports are released.

Late Payments and Suspension

Invoices not paid within 15 days of the due date will incur a late payment fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. We reserve the right to suspend or pause services on accounts with outstanding invoices more than 30 days overdue. Services will resume upon receipt of all overdue amounts plus applicable late fees. Optirank Studio is not liable for any negative impacts on campaign performance resulting from a suspension due to non-payment.

Advertising Budgets

Any advertising spend (Google Ads, Meta Ads, LinkedIn Ads, etc.) managed by Optirank Studio on behalf of the client is billed separately and directly to the client's payment method on file with the respective platform. Advertising budgets are distinct from our management fees and are not included in our service fees unless explicitly stated.

Taxes

All fees quoted are exclusive of applicable taxes. You are responsible for paying any applicable sales tax, VAT, GST, withholding tax, or other taxes or levies imposed by any governmental authority on our services, except for taxes based on our net income. Where we are required by law to collect and remit taxes, the applicable tax amount will be added to your invoice.

Refund Policy

Due to the nature of digital marketing services, which involve significant upfront labor and resource allocation, all fees are non-refundable once work has commenced, except as expressly set out in your Service Agreement or as required by applicable consumer protection law. If you believe an error has occurred in billing, please contact us within 30 days of the invoice date.

5. Intellectual Property

The ownership of intellectual property created and used during our engagement is governed by the following principles:

Client-Owned Content and Materials

You retain full ownership of all content, data, trademarks, logos, brand assets, and materials that you provide to Optirank Studio for use in delivering our services ("Client Materials"). You grant us a non-exclusive, revocable, royalty-free license to use Client Materials solely for the purpose of providing the services during the term of our engagement. This license terminates upon conclusion of the engagement.

Deliverables

Upon receipt of full payment for the applicable services, Optirank Studio assigns to you all rights, title, and interest in the custom deliverables created specifically for your campaign, including written content, reports, ad copy, and optimized page content ("Deliverables"). This assignment does not include any underlying tools, frameworks, templates, processes, or methodologies used to create those Deliverables.

Agency-Owned Tools, Methods, and Processes

Optirank Studio retains exclusive ownership of all proprietary tools, software, templates, frameworks, workflows, processes, methodologies, and know-how developed or used in the course of providing services ("Agency IP"). Agency IP includes, but is not limited to, our audit templates, reporting dashboards, outreach frameworks, keyword research methodologies, and internal tracking systems. Nothing in these Terms transfers any ownership of Agency IP to the client.

Third-Party Materials

Some deliverables may incorporate third-party licensed materials such as stock photography, fonts, or software components. Where such materials are used, Optirank Studio will ensure appropriate licenses are in place for their use in your deliverables. The client is responsible for maintaining applicable licenses for any third-party materials incorporated into their own platforms beyond the scope of our service delivery.

Portfolio and Case Study Rights

Unless you expressly request otherwise in writing, Optirank Studio reserves the right to reference your company name, general project description, and anonymized or aggregated performance metrics in our marketing materials, website case studies, and portfolio. We will not disclose confidential business information or specific financial data without your prior written consent.

6. Confidentiality

Both parties acknowledge that in the course of our engagement, each may have access to confidential and proprietary information belonging to the other. Both parties agree to maintain the confidentiality of such information and to use it solely for the purposes of performing their respective obligations under the Service Agreement.

Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes business strategies, financial data, technical information, client lists, marketing plans, pricing, and trade secrets.

Confidentiality Obligations

• The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or contractors who need to know such information to perform the services and are bound by equivalent confidentiality obligations.
• The Receiving Party shall use Confidential Information solely for the purpose of performing its obligations under the Service Agreement.
• The Receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exceptions

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 before disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates reasonably to seek a protective order.

Confidentiality obligations survive termination of the Service Agreement for a period of 3 years from the date of termination.

7. Performance & Results

Optirank Studio LLC is committed to delivering high-quality, professional services using industry best practices. However, due to the inherent nature of digital marketing and SEO, the following important disclaimers apply:

No Guarantee of Specific Results

SEO and digital marketing outcomes are influenced by a wide range of factors outside our control, including but not limited to: search engine algorithm changes, competitor activity, website technical issues introduced by the client, changes in market demand, and the inherent unpredictability of organic search. We do not guarantee any specific ranking positions, traffic levels, conversion rates, revenue figures, or return on investment. Any estimates or projections provided in proposals are illustrative only and do not constitute a promise or commitment of results.

Algorithm Changes and Platform Policy Changes

Search engine algorithms (Google, Bing, etc.) and advertising platform policies are subject to change at any time without notice. Such changes may positively or negatively affect your website's rankings, traffic, or ad performance. Optirank Studio is not liable for any negative impacts resulting from algorithm updates or platform policy changes. Where we become aware of significant algorithm updates, we will communicate their potential impact and recommend appropriate responses as part of our ongoing service.

Client-Side Factors

Performance of our services is contingent upon the client fulfilling their responsibilities as outlined in Section 3. Optirank Studio shall not be held responsible for degraded performance resulting from: delayed client approvals, changes made to the website by the client or third parties without our knowledge, reduced advertising budgets, removal of our recommended implementations, or failure to provide necessary access to platforms and data.

Service Standards

We commit to: delivering all agreed services with reasonable skill and care, providing monthly performance reports summarizing key metrics and strategic recommendations, adhering to all major search engine guidelines and advertising platform terms of service, maintaining open communication about campaign progress and any material issues that arise, and promptly addressing any legitimate concerns about service quality raised by the client.

8. Limitation of Liability

To the maximum extent permitted by applicable law, the following limitations apply to all claims arising out of or related to these Terms or our services:

Exclusion of Consequential Damages

In no event shall Optirank Studio LLC, its officers, directors, employees, agents, partners, or suppliers be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if Optirank Studio has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.

Cap on Direct Damages

Optirank Studio's total cumulative liability to you for all claims arising out of or related to these Terms or your Service Agreement, whether in contract, tort, negligence, strict liability, or any other theory, shall not exceed the total fees actually paid by you to Optirank Studio in the three (3) calendar months immediately preceding the event giving rise to the claim.

Exceptions

Nothing in these Terms limits or excludes Optirank Studio's liability for: (a) death or personal injury caused by gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

Essential Basis of the Bargain

You acknowledge that the limitations of liability set forth in this section reflect a reasonable and fair allocation of risk between the parties, and that Optirank Studio would not enter into this Agreement without these limitations. These limitations apply regardless of whether the claim is based on warranty, contract, tort, strict liability, or any other theory, and regardless of whether Optirank Studio has been informed of the possibility of such damage.

9. Indemnification

You agree to defend, indemnify, and hold harmless Optirank Studio LLC and its officers, directors, employees, contractors, agents, licensors, and suppliers (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to:

• Your use of our website or services in violation of these Terms;
• Any content, materials, trademarks, or data you provide to Optirank Studio that infringes upon the intellectual property rights, privacy rights, or other rights of any third party;
• Your violation of any applicable law, regulation, or third-party platform terms of service;
• Your products, services, or business practices that are the subject of the marketing campaigns we manage on your behalf;
• Any misrepresentations you make to us regarding your business, authority, or the legal status of materials you provide;
• Any claims by your customers or third parties arising from the content, offers, or advertising campaigns created under your direction.

Optirank Studio reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim. You shall not settle any claim that imposes any obligation or liability on Optirank Studio without our prior written consent.

10. Term & Termination

The term of each engagement begins on the date specified in the applicable Service Agreement and continues for the duration set forth therein, subject to the termination provisions below.

Termination for Convenience

Either party may terminate an ongoing retainer engagement by providing a minimum of 30 days' written notice to the other party. Notice must be delivered in writing via email to the contact address on file. The client remains responsible for payment of all fees accrued through the end of the 30-day notice period. Services will continue to be delivered at the agreed scope during the notice period unless otherwise agreed by both parties.

Termination for Cause

Either party may terminate the Service Agreement immediately upon written notice if the other party:

• Commits a material breach of these Terms or the Service Agreement that is not cured within 14 days of written notice of the breach;
• Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or liquidation proceedings;
• Engages in fraudulent, illegal, or grossly unethical conduct.

In the event of termination for cause by the client due to an uncured material breach by Optirank Studio, we will refund any prepaid fees for services not yet rendered. In the event of termination for cause by Optirank Studio due to a material breach by the client, all outstanding fees become immediately due and payable.

Effect of Termination

Upon termination of any Service Agreement:

• Each party shall promptly return or destroy the other party's Confidential Information upon request;
• Optirank Studio will provide all campaign data, reports, and access credentials held on the client's behalf within 14 days of the termination effective date;
• All accrued payment obligations survive termination;
• Provisions regarding intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination.

Suspension

We reserve the right to suspend services without notice if we have reason to believe the client is engaging in illegal activity, violating platform terms of service in a manner that exposes Optirank Studio to liability, or if payment is overdue as described in Section 4.

11. Dispute Resolution

We value our client relationships and prefer to resolve any disputes through good-faith negotiation. In the event of a dispute, claim, or controversy arising out of or relating to these Terms or any Service Agreement, the parties agree to follow the process below:

Informal Resolution

Before initiating any formal legal proceedings, the disputing party must provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall then attempt to resolve the dispute through good-faith negotiation between senior representatives for a period of 30 days from the date of the notice ("Negotiation Period").

Mediation

If the dispute cannot be resolved through negotiation within the Negotiation Period, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator. The cost of mediation shall be shared equally between the parties. Either party may proceed to arbitration or litigation if mediation fails to resolve the dispute within 30 days of commencement of mediation.

Arbitration

Any dispute that cannot be resolved through negotiation or mediation shall be submitted to binding arbitration administered by JAMS (or an equivalent arbitration body) under its Commercial Arbitration Rules. Arbitration shall take place in Wilmington, Delaware, or via video conference by mutual agreement. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees in arbitration, except that the arbitrator may award attorneys' fees to the prevailing party in cases of frivolous claims.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis only. You waive any right to bring or participate in a class action, collective action, or representative proceeding against Optirank Studio to the fullest extent permitted by law.

Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to in connection with breaches of confidentiality or intellectual property obligations.

12. Governing Law

These Terms and all matters arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The parties expressly consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any matters not subject to arbitration under Section 11.

International Clients

Clients located outside the United States acknowledge that Optirank Studio is a US-based entity and that these Terms are governed by US law. To the extent that local mandatory consumer protection laws or regulations of your jurisdiction provide rights that cannot be waived by contract, those laws apply in addition to (and not in place of) these Terms. Clients in the European Union should note that EU consumer protection laws may provide additional rights with respect to service quality and dispute resolution.

Entire Agreement

These Terms, together with any applicable Service Agreement, proposal, and our Privacy Policy and Cookie Policy, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, representations, and understandings. No waiver, modification, or amendment of these Terms shall be valid or binding unless it is in writing and signed by authorized representatives of both parties.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

13. Contact

If you have any questions about these Terms of Service, wish to discuss a specific service engagement, or need to raise a legal matter, please contact us through the channels below. We aim to respond to all inquiries within 2 business days.

General Business and Legal Inquiries

• Email: hello@optirankstudio.com
• Legal notices: legal@optirankstudio.com

Mailing Address

Optirank Studio LLC
Attn: Legal Department
2232 Dell Range Blvd, Suite 303 1513
Cheyenne, WY 82009
United States

For privacy-related matters, please contact our Privacy team at privacy@optirankstudio.com or visit our Privacy Policy. For service inquiries and to request a free audit, please visit our Contact page.