Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and V-technology LLC, a Wyoming limited liability company, doing business as RankFlow SEO ("RankFlow", "we", "us"). They govern your access to and use of the rankflowseo.online website (the "Site") and any services we provide to you, including services purchased through an online subscription.

By accessing the Site, submitting a form, subscribing to a plan, or signing a statement of work with us, you agree to these Terms. If you do not agree, do not use the Site or our services.

Our services are intended for businesses. By subscribing or signing a statement of work, you confirm that you are acting on behalf of a business and that you have the authority to bind it to these Terms.

If you have signed a separate Master Services Agreement (MSA) or Statement of Work (SOW) with us, that document controls in the event of any conflict with these Terms.

We provide SEO consulting and execution services, including technical SEO, content production, link acquisition, local SEO, eCommerce SEO, AI-search optimization, Google Business Profile management, and audits. For online subscriptions, the scope of the services is the plan description published on our pricing page when you subscribe. For quoted engagements, the scope, deliverables, fees, milestones, and timelines are set out in the proposal or SOW we sign with you.

Free resources on the Site (such as the free SEO audit) are provided on a best-efforts basis. We reserve the right to decline or limit free services, including where we determine in good faith that a request is outside our typical client profile or commercially impractical.

We may modify the Site and the features we offer at any time. Existing subscriptions and engagements continue under their agreed scope; if we discontinue a service you rely on, we will give you reasonable notice and a migration path.

Online subscriptions. Subscription fees are shown in US dollars on our pricing page and at checkout. They are charged in advance at the start of each billing period (monthly or annual, as shown at checkout) to the payment method you provide, and are processed by our payment provider, Stripe. Your subscription renews automatically at the end of each billing period until it is cancelled as described in our Subscription, Cancellation & Refund Policy (https://www.rankflowseo.online/subscription-policy), which forms part of these Terms.

Quoted engagements. For enterprise or custom engagements, fees are set out in the proposal or SOW, invoiced in US dollars, and due net 15 from the invoice date unless the SOW says otherwise. The first month's fee is invoiced on signature and is due before work begins. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you are responsible for our reasonable costs of collection.

Failed and late payments. If a subscription payment fails, our payment provider will retry the charge and notify you so you can update your payment method. If payment still fails after these retries, we may pause the services and cancel the subscription. For quoted engagements, we may suspend services on accounts more than 30 days past due, after written notice and an opportunity to cure.

Price changes. We may change subscription prices. We will notify you by email at least thirty (30) days before a new price applies to your subscription; if you do not agree, you may cancel before the change takes effect.

Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes (other than taxes on our income) that apply to the services. If you are required to withhold any tax, you will gross up the payment so that we receive the full amount due.

Refunds. Except as stated in our Subscription, Cancellation & Refund Policy or where required by law, fees already paid are non-refundable.

Online subscriptions start on the date of your first payment and include a minimum commitment of three (3) months, unless a different minimum is shown at checkout. After the minimum commitment, you may cancel at any time; cancellation takes effect at the end of your current billing period. If you cancel during the minimum commitment, your subscription ends when the minimum commitment ends.

Quoted engagements begin on the start date in your SOW and continue for an initial committed term of three (3) months. Thereafter, the engagement renews on a month-to-month basis until either party terminates by giving the other at least thirty (30) days' written notice.

Either party may terminate a subscription or engagement for cause if the other party materially breaches these Terms or the SOW and fails to cure the breach within fifteen (15) days after written notice. Either party may also terminate immediately if the other becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

On termination, you will pay all undisputed fees and expenses through the effective date of termination. We will return or, at your election, securely delete your confidential information within thirty (30) days. The sections of these Terms that by their nature should survive termination (including Intellectual Property, Confidentiality, Warranties, Limitation of Liability, Indemnification, and Governing Law) will survive.

Our background IP. We retain all rights, title, and interest in and to our pre-existing materials, methodologies, templates, dashboards, software, and know-how, including any improvements made during your engagement that are not specific to you (collectively, "Background IP"). To the extent any Background IP is incorporated into a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of that deliverable for your internal business purposes.

Deliverables. Subject to payment in full, we assign to you all rights, title, and interest in the deliverables created specifically for you under your subscription or an SOW (excluding Background IP), and grant you the license described above to any Background IP incorporated into them.

Your materials. You retain all rights in materials you provide to us. You grant us a non-exclusive, worldwide, royalty-free license to use those materials solely to provide the services.

Anonymized learnings. We may use anonymized and aggregated metrics and learnings derived from our engagements to improve our services and, with your prior written consent, for promotional case studies.

Each party (the "Receiving Party") will protect the other party's ("Disclosing Party") confidential information with the same care it uses for its own confidential information, but not less than a reasonable standard of care, and will use it only to perform under, or exercise rights under, these Terms.

Confidential information does not include information that the Receiving Party can demonstrate: (a) was rightfully in its possession without obligation of confidentiality before disclosure; (b) is or becomes publicly known through no fault of the Receiving Party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's confidential information.

The Receiving Party may disclose confidential information to the extent required by law, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

To deliver our services effectively, you agree to: (a) provide reasonably requested access to your website, analytics, search-console properties, and other accounts; (b) cooperate with reasonable requests for content, technical implementation, and feedback within mutually agreed timelines; (c) ensure that materials you provide do not infringe third-party rights or violate applicable law; and (d) keep your account and billing information accurate and up to date.

You acknowledge that the success of an SEO program depends on factors within and outside our control, including your willingness and ability to implement our recommendations. Delays caused by your non-cooperation or by third-party platforms do not change your payment obligations.

We warrant that we will perform the services in a professional and workmanlike manner consistent with industry standards, and that the deliverables we provide will not, to our knowledge, infringe any third-party intellectual property rights.

We do not guarantee specific search rankings, traffic levels, leads, or revenue outcomes. Search engines and generative-AI platforms are third parties whose algorithms, policies, and surfaces change without notice and are outside our control. We follow the published guidelines of major search providers and do not engage in tactics we believe carry meaningful penalty risk; however, the application and enforcement of those guidelines is at the sole discretion of those providers.

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR (C) YOUR PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE SUBSCRIPTION OR SOW 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 the above limitations may not apply to you in full. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

By you. You will defend, indemnify, and hold harmless RankFlow and its members, managers, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable costs (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) materials you provide to us that infringe a third party's rights or violate applicable law; or (c) your use of the deliverables in violation of applicable law.

By us. We will defend, indemnify, and hold you harmless from and against any third-party claim alleging that the deliverables we create specifically for you under your subscription or an SOW infringe a third party's intellectual property rights, and will pay damages finally awarded by a court or agreed in settlement. We will have no obligation under this paragraph for any claim arising from materials you provided, modifications you made, or use of the deliverables in combination with anything not supplied by us.

The party seeking indemnification will promptly notify the other in writing of the claim, give the indemnifying party sole control of the defense and settlement (with no obligation to admit fault or pay money without consent), and reasonably cooperate at the indemnifying party's expense.

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming for any dispute arising out of or relating to these Terms, and waive any objection to venue in those courts.

The parties will attempt to resolve any dispute in good faith for at least thirty (30) days before initiating litigation. Notwithstanding the foregoing, either party may seek equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Force majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or telecommunications failures, and pandemics. Payment obligations are not excused by force majeure.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign these Terms to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Entire agreement. These Terms, together with our Subscription, Cancellation & Refund Policy, our Data Processing Addendum, and any signed SOW or MSA, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements and understandings.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

No waiver. A failure to enforce any right under these Terms is not a waiver of that right.

We may update these Terms from time to time. If we make material changes, we will give you reasonable advance notice — at least thirty (30) days for existing clients, by email — before the changes take effect. Your continued use of the services after the effective date constitutes acceptance of the updated Terms. If you do not agree to a material change, you may cancel the affected subscription or engagement before the change takes effect; we will refund any pre-paid fees for the unused portion.

Questions about these Terms can be sent to hello@rankflowseo.online or by mail to V-technology LLC (RankFlow SEO), 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801, United States.