Terms of Service

1. Definitions and Interpretation

“Services” means the professional SEO, content, technical consulting, and related deliverables provided by ProsearchLab as described in applicable Order Forms or Statements of Work (“SOW”). “Client Content” means materials, data, access credentials, and information supplied by Client. “Deliverables” means work product produced under an Order Form or SOW. “Third‑Party Platforms” means external services and tools (including search engines, analytics, CMS, hosting, and APIs).

2. Scope of Services

ProsearchLab will use commercially reasonable efforts to perform the Services in accordance with industry practice. Given the evolving nature of search engine algorithms, policies, competitive dynamics, and market conditions, ProsearchLab does not guarantee specific rankings, traffic, conversions, revenue, or time‑bound outcomes. Deliverables, milestones, and acceptance criteria are governed by the applicable Order Form or SOW.

3. Client Obligations

• Provide accurate, current, and complete information and designate an accountable point of contact.
• Grant timely access to required systems (e.g., analytics, Search Console, CMS, hosting, repositories) and approvals.
• Review, approve, and implement recommendations; the extent of adoption materially affects outcomes.
• Ensure Client Content and configurations are lawful, non‑infringing, and compliant with applicable policies and laws.

4. Payment and Billing

• Invoices are due within thirty (30) days of the invoice date (Net 30) unless stated otherwise.
• Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Client is responsible for all applicable taxes, duties, and levies, excluding ProsearchLab’s income taxes.
• Unless specified otherwise, fees are quoted and payable in USD by the payment method set out in the Order Form.
• Billing disputes must be raised in writing within ten (10) days of receipt; uncontested amounts remain payable.

5. Warranties and Disclaimers

Except as expressly set forth in an Order Form or SOW, Services and Deliverables are provided “as is” and “as available.” ProsearchLab disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non‑infringement, to the maximum extent permitted by law.

6. Limitation of Liability

To the maximum extent permitted by law, ProsearchLab shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits, data, goodwill, or business interruption. ProsearchLab’s aggregate liability under these Terms shall not exceed the fees paid by Client to ProsearchLab in the twelve (12) months preceding the claim. Nothing limits liability where prohibited by applicable law.

7. Term and Termination

• Either party may terminate for convenience with thirty (30) days’ written notice, unless an Order Form specifies otherwise.
• Either party may terminate for material breach not cured within thirty (30) days of written notice; payment default may be cured within ten (10) days.
• Upon termination, all outstanding invoices become immediately due; sections on IP, confidentiality, fees, and liability survive.

8. Intellectual Property

Client retains ownership of Client Content. Unless expressly stated otherwise in an Order Form or SOW, ProsearchLab retains all intellectual property rights in methodologies, tools, templates, and pre‑existing materials. Subject to full payment, Client receives a non‑exclusive, non‑transferable, worldwide license to use the Deliverables for Client’s internal business purposes.

9. Confidentiality and Data Protection

Each party shall protect the other’s confidential information and use it solely for performing the Services. Data will be handled in accordance with ProsearchLab’s Privacy Policy. Confidentiality obligations survive termination.

10. Third‑Party Services and Platforms

Client acknowledges that Third‑Party Platforms may change, suspend, or discontinue features without notice. ProsearchLab is not responsible for outages, policy changes, or limitations imposed by Third‑Party Platforms.

11. Changes and Notices

ProsearchLab may update these Terms from time to time. Changes take effect upon posting or as otherwise stated. Notices may be provided via email or through the Services. Continued use after changes constitutes acceptance.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, U.S.A., without regard to conflict of laws rules. The parties consent to the non‑exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

13. Miscellaneous

• Entire Agreement: These Terms together with applicable Order Forms and SOWs constitute the entire agreement.
• Severability: If any provision is held invalid, the remaining provisions remain in full force.
• Assignment: Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger or acquisition.
• Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control.
• Independent Contractors: The parties are independent contractors; no agency, partnership, or joint venture is created.