Client Services Agreement

This Client Services Agreement (the “Agreement”) is between Cited LLC, a California limited liability company (“Cited”, “we”, “us”), and the business named at checkout (“Client”, “you”).

You accept this Agreement by ticking the acceptance box at checkout and completing payment. If you accept on behalf of a business, you confirm that you have authority to bind that business. This Agreement is for business use only; it is not a consumer contract.

1. Definitions

• Approver: the person or people you name at checkout or in the Client Portal to approve content. You may change Approvers by email at any time.
• Billing Period: each monthly period starting on the Start Date or on a monthly anniversary of it.
• Business Day: Monday to Friday, excluding US federal holidays, measured in Pacific Time.
• Client Data: data about you, your customers or your business that you provide or that we access through your accounts, including analytics, Search Console and Business Profile data.
• Client Materials: text, images, logos, trademarks, facts, prices, credentials and other material you supply or confirm, including your confirmed Business Profile.
• Client Portal: the Cited dashboard where you review work, approve content and manage your account.
• Deliverables: the articles, pages, profile copy, schema markup, listings and other work product we create specifically for you under this Agreement.
• Location: one physical business location with its own Google Business Profile, or one online-only business with one primary website.
• Monthly Packet: the monthly batch of content and changes we send for your review under Section 7.
• Order: the plan, price and options shown at checkout, and any written order form we both sign.
• Sensitive Item: any content item that falls into a category listed in Section 7.4.
• Start Date: the date of your first successful payment.
• Third-Party Platform: any service we do not control, including Google (Search, Business Profile, Analytics, Search Console), Bing, OpenAI/ChatGPT, Perplexity, Anthropic, your website host and CMS, review sites, directories and social networks.

2. The Services

2.1 What we do. For each Location in your Order, Cited runs a complete search and AI visibility program for your business (the “Services”). Depending on your plan, the Services include:

• (a) AI visibility tracking: monitoring how AI assistants and search engines, including ChatGPT, Google AI Overviews and AI Mode, Gemini, Perplexity, Copilot and Claude, mention, cite and recommend your business and your competitors;
• (b) audit and strategy: a visibility audit, competitor and opportunity analysis, research into the questions your customers ask, and a plan that sets priorities;
• (c) technical SEO: site audits and fixes covering crawling and indexing, site structure and internal linking, page titles, meta descriptions and headings, structured data (schema markup), XML sitemaps and robots.txt, AI crawler access, mobile usability, and page speed and Core Web Vitals;
• (d) on-page optimization: improving your existing pages so search engines and AI assistants understand and trust them;
• (e) content: planning, writing and, once approved, publishing articles and pages through the Monthly Packet;
• (f) local SEO: optimizing and managing your Google Business Profile and other agreed listings, keeping your business details consistent across directories, and drafting review responses;
• (g) off-site visibility: building your presence on the third-party sites that AI assistants and search engines rely on, such as directories and industry listings, in line with Section 8; and
• (h) reporting: your Cited dashboard, regular progress reports and strategy reviews.

Our team decides the mix of work each month based on your plan and what will make the biggest difference for your business.

2.2 How we work on your site. We make technical and on-page changes directly where we have access and the change is part of the Services. Where a change needs your developer, host or another provider, we give you a clear specification for them to implement.

2.3 Getting started. We begin onboarding as soon as you sign up: we confirm your business profile, connect your accounts and prepare your setup plan. The pace of setup depends on the access in Section 6.1, so any delay in access or information from you moves our work back, but does not change the Minimum Term, the Billing Periods or the fees.

2.4 Not included. Unless your Order says otherwise, the Services do not include paid advertising, full website redesigns or rebuilds, custom software development, hosting, legal or regulatory advice, or the cost of third-party tools you choose to buy.

2.5 Tools and people. We may use software tools, including artificial-intelligence drafting tools, to prepare Deliverables. Our team reviews content before it is sent to you for approval. We may use employees and subcontractors, some of whom are located outside the United States (currently including South Africa and India); we remain responsible for their work under this Agreement.

2.6 Your website. We take care whenever we work on your website. You remain responsible for your website, hosting, domain, CMS, themes, plugins and security, and for keeping current backups. We are not responsible for problems caused by your hosting, theme, plugins, other people’s changes or the lack of a backup. If a change we make causes a problem, we will fix or reverse it promptly, and that is our responsibility for it.

2.7 Our discretion. We may decline to create or publish, or may remove, any content we reasonably believe is inaccurate, unlawful, misleading, or against Section 8 or a Third-Party Platform’s rules, even if you ask for it or approved it.

3. Fees, billing and taxes

3.1 Fees. The fee is US$1,500 per month for each Location, unless your Order states a different price. Setup is included. Fees are billed monthly in advance on the first day of each Billing Period to the payment method you give at checkout.

3.2 Founding clients. If your Order identifies you as a Founding Client, your monthly fee will not increase for 12 months from the Start Date.

3.3 Price changes. We may change the fee by giving you at least 3 months’ written notice. A price change cannot take effect during a Founding Client’s 12-month lock. If you do not accept the new price, you may cancel under Section 4.3 before it takes effect, and your last Billing Period will be charged at the old price.

3.4 No refunds. Fees are non-refundable and are not prorated, except where this Agreement expressly provides a credit or refund.

3.5 Failed payments. If a payment fails, we will notify you and retry. If any amount is still unpaid 10 days after our notice, we may suspend the Services (including publishing) until it is paid. Suspension does not extend the Minimum Term or pause billing. We do not charge interest on late payments; we may recover reasonable collection costs, including attorneys’ fees, for amounts more than 30 days overdue.

3.8 Billing disputes. If you think a charge is wrong, you will tell us in writing within 30 days of the charge and give us a chance to fix it before disputing it with your bank or card issuer. If you dispute a charge that was properly made under this Agreement, we may suspend the Services, and you will reimburse any chargeback fees we incur. A disputed charge does not end this Agreement or your obligation to pay.

3.6 Taxes. Fees exclude sales, use, VAT and similar taxes. You pay any such taxes that apply; we will show them at checkout or on your invoice. Each party pays its own income taxes.

3.7 Google Business Profile is free. Google does not charge for Google Business Profile. Our fee is for our management services only and is not paid to Google. Any third-party costs will be shown as separate line items.

4. Term, renewal and cancellation

4.1 Minimum Term. This Agreement starts on the Start Date and runs for a minimum of 3 Billing Periods (the “Minimum Term”).

4.2 Renewal. After the Minimum Term, this Agreement renews automatically every month, and we charge the monthly fee at the start of each Billing Period, until you or we cancel.

4.3 Cancellation by you. You may cancel at any time by giving at least 30 days’ written notice. Email to accounts@cited.io counts as written notice, and we will confirm receipt by email. Cancellation takes effect at the end of the Billing Period in which the 30-day notice period ends. The fee for that final Billing Period is charged in full and is not prorated, and Services continue until the end of it. You may give notice during the Minimum Term, but cancellation cannot take effect before the Minimum Term ends.

4.4 Cancellation by us. We may cancel on 30 days’ written notice for any reason; if we do, we will refund any fees paid for days after the cancellation date.

4.5 Termination for breach. Either party may terminate immediately by written notice if the other party materially breaches this Agreement and does not fix the breach within 15 days of written notice describing it. We may also terminate immediately if you ask us to do something that would breach Section 8 or the law, or if fees remain unpaid 30 days after our notice under Section 3.5. If we terminate for your breach before the Minimum Term ends, the fees for the rest of the Minimum Term become due immediately.

5. Pause

5.1 When you can pause. After the Minimum Term, you may pause the full Services once in any 12-month period, for 30 to 90 days, by giving us written notice at least 7 days before the pause starts and naming a restart date. You may not start a pause during a cancellation notice period.

5.2 Maintenance tier. During a pause we will provide the Maintenance Services, and you will pay US$249 per month per Location instead of the full fee, billed monthly in advance (the first pause month is prorated to the next Billing Period date). Maintenance Services are: continued visibility tracking and dashboard access, keeping published content live, removals and corrections under Section 7.6, and keeping account connections working. No new content is produced or published during a pause.

5.3 Restart. We will email you before the restart date. Full Services and the full fee resume automatically on the restart date. You may move the restart date earlier at any time by email.

5.4 If you do not restart. If, before the restart date, you tell us you do not wish to restart, your message counts as notice of cancellation and this Agreement ends 30 days after the restart date. The same applies if your payment for the first Billing Period after the restart date fails and is not cured within 10 days. In either case the Maintenance Services and Maintenance fee continue until this Agreement ends.

5.5 Price locks. A pause does not extend a Founding Client’s 12-month price lock.

6. Your responsibilities and access

6.1 Access. Within 5 Business Days of kickoff you will give us the access we reasonably request, including write access to your website or CMS and manager access to your Google Business Profile, and access to Google Search Console, Google Analytics and Bing Webmaster Tools where you have them. Section 2.3 explains how a delay affects our work.

6.2 Accounts stay yours. Your accounts remain in your name and under your ownership. We will only ever hold manager, user or contributor access, never ownership. We will not change account ownership, recovery details or billing details on any of your accounts.

6.3 Information. You will confirm your business profile (services, prices, service area, credentials, opening hours and similar facts), name at least one Approver, keep your Approver contact details current, and give us a list of things we must never say. You will tell us promptly if any fact we rely on changes.

6.4 Cooperation. You will respond to reasonable requests for information and will not give anyone else conflicting instructions about the same accounts without telling us.

7. Approvals and publishing

7.1 You approve every claim. We will not publish any claim about your business that has not been approved by you, either expressly or under Section 7.3.

7.2 Monthly Packet. We will send each Monthly Packet to your Approver(s) by email or in the Client Portal before the scheduled publish dates in it. For each item you may Approve, Hold or Request Changes. We will send at least one reminder before any item is treated as approved.

7.3 Deemed approval of routine items. If you take no action on an item that is not a Sensitive Item within 5 Business Days after we send the packet, that item is treated as approved and we may publish it on or after its scheduled date. Publishing or using an item yourself also counts as approval. We will never publish an item before its deemed-approval date; if a holiday or late delivery means the 5 Business Days have not passed by the scheduled date, we will move the item to a later date. A Hold or a Request Changes on an item stops the clock for that item.

7.4 Sensitive Items need a written yes. The following are never deemed approved and will only be published after your express written approval (a click on “Approve” in the Client Portal or an email reply counts): If a Sensitive Item is not expressly approved by its scheduled date, we will hold it and offer it again in a later packet.

• (a) prices, fees, discounts or offers;
• (b) guarantees, warranties or promised outcomes;
• (c) credentials, licenses, awards, certifications or years of experience;
• (d) any mention of a competitor by name;
• (e) medical, health, legal or financial content; and
• (f) any content for a client in a regulated profession under Section 15.

7.5 What approval means. Approval (express or deemed) authorizes us to publish the item as delivered and confirms that the facts about your business in it are accurate to your knowledge. Approval does not make you responsible for our own errors in following Section 8. Content based on facts you confirmed in your business profile is your responsibility as to those facts.

7.6 Removals and edits. You may ask us to remove or change any published item at any time, for any reason. We will remove an item, and make reasonable edits, promptly after your request.

8. How we work

We warrant that, in performing the Services, we will:

• (a) follow Google’s Search Essentials and spam policies, Google Business Profile guidelines and review policies, and the published terms of each search or AI engine we work with;
• (b) comply with the FTC’s Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465) and the FTC Endorsement Guides;
• (c) never create, buy, sell, write, AI-draft or incentivize reviews or testimonials, and never selectively ask only happy customers for reviews (“review gating”);
• (d) never add keywords to your business name, create fake or virtual-office addresses, or create fake profiles, personas or bylines; and
• (e) only use bylines of real people who have agreed to be named.

9. Results

We commit to excellent work: the Services described in this Agreement, delivered with professional skill and care, using methods that follow search engine and AI platform guidelines. Search engines and AI assistants are run by third parties who decide what they show, and their systems change often. That is why no reputable provider promises specific placements, and this Agreement does not: we do not guarantee any particular ranking, Google Maps position, AI mention or citation, timeframe, or level of traffic, calls, leads or revenue. Examples, forecasts and case studies we share show what is possible; they are not promises.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, DELIVERABLES, DASHBOARD AND DATA ARE PROVIDED “AS IS”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT, TO THE EXTENT THE LAW ALLOWS. Data shown in the dashboard (including AI answers, citations and search estimates) comes from third parties and may be incomplete or inaccurate.

10. Timing

We work to the schedule in your plan and keep you updated on progress. Because much of the work depends on access, approvals and third-party platforms, the schedules and turnaround times we share are planning estimates rather than contractual deadlines. If any work falls short of this Agreement, we will put it right promptly, and we may also offer a fee credit at our discretion; putting the work right and any credit are your remedies for late or deficient work. Timings pause while we wait for access, information or approval from you.

11. Your warranties

You warrant that:

• (a) the facts, prices, credentials, licenses and claims about your business that you supply or approve are true, current and not misleading, and you have evidence for any objective claim;
• (b) you own or have permission to use all Client Materials, and our use of them as permitted by this Agreement will not infringe anyone’s rights;
• (c) you have the right to give us access to each account you connect and to share the Client Data with us; and
• (d) you will comply with the laws and professional rules that apply to your business and your advertising; and
• (e) you have given any notices and have any consents and lawful basis needed for the personal information you share with us.

12. Intellectual property

12.1 Deliverables. Once you have paid the invoice covering a Deliverable, we assign to you all of our rights, title and interest in that Deliverable, to the extent such rights exist. (Under current US Copyright Office guidance, material generated entirely by AI may not be protected by copyright.) Until then, you have a license to use Deliverables we have published on your website.

12.2 What we keep. We keep all rights in our methods, processes, software, prompts, templates, checklists, know-how and general skills, and in anything we created before or independently of this Agreement (“Cited Materials”). If any Cited Materials are built into a Deliverable, you receive a perpetual, royalty-free license to use them as part of that Deliverable.

12.3 Your materials. You keep all rights in Client Materials and Client Data. You grant us a non-exclusive license to use them during the term solely to provide the Services.

12.4 Aggregated data and samples. We may create and keep aggregated, anonymized data from our tracking and scans (for example, which websites AI engines cite in a category), provided it does not identify you or any individual. We may also use anonymized samples of our work in which your business cannot be identified. You can opt out of anonymized work samples by emailing us.

12.5 Client list. We may name your business (including its logo) in a list of our clients, unless you ask us not to by email. Any testimonial or case study requires your consent under Section 20.

13. Confidentiality

Each party will keep the other’s non-public business information confidential, use it only for this Agreement, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (with prompt notice where lawful). This Section survives for 3 years after this Agreement ends.

14. Data protection

14.1 Roles. For personal information in Client Data, you are the business (or controller) and we are your service provider (or processor).

14.2 Our commitments. We will:

• (a) process personal information only to provide the Services and as you instruct in this Agreement;
• (b) not sell or share it (as those terms are defined in the California Consumer Privacy Act), and not retain, use or disclose it for any other purpose or outside our direct business relationship with you;
• (c) not combine it with personal information from other sources, except as the law permits service providers to do;
• (d) comply with applicable US state privacy laws and give it the same level of protection those laws require;
• (e) tell you if we can no longer meet our obligations under applicable privacy law;
• (f) allow you to take reasonable steps to stop and remedy any unauthorized use;
• (g) ensure everyone who handles it is bound by confidentiality;
• (h) use reasonable security measures and tell you without undue delay after we become aware of a security breach affecting it; and
• (i) help you respond to consumer privacy requests, as reasonably required.

14.3 Sub-processors. We use sub-processors (including hosting, AI model and data providers) listed on request (email accounts@cited.io). Client Data may be accessed by our team and sub-processors outside the United States, under the same protections as this Section. We will give notice of new sub-processors by email, and we bind each one to data-protection terms at least as protective as this Section.

14.4 AI processing. You consent to our sending Client Data to AI model providers listed as sub-processors, solely to provide the Services. We will not allow those providers to train their models on your Client Data where the provider offers that choice. Data from Google APIs is used in line with Google’s API Services User Data Policy, including its Limited Use requirements.

14.5 DPA. We will sign our standard data processing addendum on request. If the Services ever involve personal data protected by the GDPR or UK GDPR, the parties will sign appropriate terms first.

15. Regulated clients

15.1 Who this covers. This Section applies if you are a medical or dental practice, medical spa, other healthcare provider, law firm, financial adviser or other business whose advertising is regulated by a professional body.

15.2 Professional sign-off. Every item for a regulated client is a Sensitive Item. A licensed professional at your business must approve it before we publish it. You are responsible for checking that content meets the advertising and professional rules that apply to you.

15.3 No patient data. We do not create, receive, store or transmit protected health information, and we do not sign business associate agreements. You must not send us patient information. You will send review requests from your own systems. Replies we draft to reviews will not confirm that any person is or was your patient or client.

16. Third-party platforms

The Services work with Third-Party Platforms that we do not control, and their own terms apply to your use of them. If a Third-Party Platform changes its rules, features, results or prices, or suspends or limits an account, that is not a breach of this Agreement unless our breach of Section 8 caused it. If your Google Business Profile is suspended while we manage it, we will prepare and submit a reinstatement appeal at no extra charge; Google makes the final decision.

17. Indemnities

17.1 By Cited. We will defend you against any third-party claim, and pay the damages and costs finally awarded or agreed in settlement, to the extent the claim arises from (a) our breach of Section 8, or (b) a Deliverable infringing someone’s intellectual property, except to the extent the claim arises from Client Materials, facts you supplied or approved, or changes made by anyone other than us.

17.2 By you. You will defend us against any third-party claim, and pay the damages and costs finally awarded or agreed in settlement, to the extent the claim arises from (a) your breach of Section 11, (b) Client Materials, or (c) facts or claims about your business that you supplied or approved, unless we changed them without your approval, (d) content we created or published at your specific direction, or (e) your violation of any law or professional rule.

17.3 Process. The party seeking protection must notify the other promptly, let it control the defense and settlement (no settlement may admit fault by, or impose obligations on, the protected party without its consent), and give reasonable help at the other’s cost.

18. Limitation of liability

18.1 No indirect losses. Neither party is liable for any loss of profits, revenue, goodwill or data, or for any indirect, special, incidental, consequential or punitive damages, even if it was told they were possible.

18.2 General cap. Each party’s total liability arising out of or relating to this Agreement is limited to the fees paid and payable by you under this Agreement in the 3 months before the event giving rise to the claim.

18.3 Higher cap. For claims arising from our breach of Section 8 or our obligations under Section 17.1, our total liability is instead limited to the fees paid and payable in the 12 months before the event giving rise to the claim.

18.4 Exclusions. Sections 18.1 to 18.3 do not limit (a) your obligation to pay fees, (b) your obligations under Section 17.2, or (c) either party’s liability for fraud, gross negligence or wilful misconduct, or any liability that cannot be limited by law.

18.5 Time limit for claims. Any claim against Cited arising out of or relating to this Agreement must be brought within one year after the claim arose, or it is permanently barred, to the extent the law allows.

18.6 Basis of the bargain. The fees reflect the allocation of risk in this Section 18 and in Sections 9 and 16, which are an essential part of the bargain between the parties.

19. Exit and data

19.1 Access. Promptly after this Agreement ends we will remove our access to your accounts. You may also remove our access yourself at any time. Deliverables already published stay on your website unless you ask us to remove them before the end date.

19.2 Your data. Within a reasonable time after the end date we will delete Client Data from our active systems, and confirm this in writing if you ask. Copies in routine backups will be overwritten in the normal course. Until deletion, you may ask us for an export of your Deliverables and tracking history.

19.3 What we keep. We may keep aggregated, anonymized data and work samples under Section 12.4, and records we must keep by law or to evidence this Agreement (such as acceptance and billing records).

19.4 Survival. Sections 2.6, 3 (for unpaid amounts and Section 3.8), 4.5 (for amounts due), 9, 11, 12, 13, 14, 17, 18, 19, 20.3, 22 and any other provisions that by their nature should survive, survive the end of this Agreement.

20. Recordings, testimonials and case studies

20.1 Call recordings. We record sales, onboarding and review calls, and use the recordings and transcripts to build and update your business profile and content. We will tell everyone on the call that it is being recorded at the start of each call, and anyone may ask us to stop recording.

20.2 Your words, with consent. We will only publish a testimonial or case study about you in your own words, or as you approve it, and only with your written consent. We do not offer anything in exchange for reviews or testimonials.

20.3 Withdrawal. You may withdraw consent to a testimonial or case study at any time, and we will remove it from material we control within a reasonable time.

21. Changes to this Agreement

We may update this Agreement by publishing a new version at a new version-numbered address. New versions apply to new orders straight away. For existing clients, a new version takes effect at the start of the first Billing Period that begins at least 30 days after we email you a summary of the changes. If you do not agree, you may cancel under Section 4.3 before the change takes effect, and the current version will apply until cancellation. Changes to fees are governed by Section 3.3, not this Section.

22. General

22.1 Notices. Notices must be in writing. Email counts. Notices to us, including cancellation notices, go to accounts@cited.io; notices to you go to the email address on your account. Email notice is effective when sent, unless the sender receives a bounce message.

22.2 Electronic acceptance and records. You agree that accepting this Agreement electronically at checkout is a valid signature, and that we may keep this Agreement and related records in electronic form.

22.3 Order of precedence. If there is a conflict, a written order form signed by both parties prevails over this Agreement, and this Agreement prevails over any other Order details. Any terms in your purchase orders or other documents are excluded.

22.4 Independent contractors. The parties are independent contractors. Neither may bind the other.

22.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (other than payment obligations), including outages or changes at Third-Party Platforms.

22.6 Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of all or substantially all of its business or assets, with notice.

22.7 Governing law and courts. California law governs this Agreement, without regard to its conflict-of-laws rules. The state and federal courts in San Francisco County, California have exclusive jurisdiction, except that either party may bring a claim in small claims court where eligible, or seek urgent injunctive relief in any competent court.

22.8 Entire agreement. This Agreement and your Order are the entire agreement between us about the Services and replace all earlier discussions, proposals and statements. You confirm that you have not relied on any statement, forecast or promise that is not in this Agreement or your Order. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. A failure to enforce a right is not a waiver of it.