Terms and Conditions

1. About Utmost Value

Utmost Value LLC provides digital services that may include website design and development, search engine optimization (SEO), local SEO, digital marketing, digital advertising, branding and graphic design, website hosting, website maintenance, custom web applications, software or technology development, consulting and related digital services.

Specific services, deliverables, pricing, schedules and responsibilities are established through the applicable proposal, quote, statement of work, invoice or other agreement.

2. Website Use

You may use our public website for lawful informational and business purposes. You may not attempt to obtain unauthorized access to our website, servers, accounts, systems or networks; circumvent website security; upload or transmit viruses, malicious code or harmful software; interfere with website availability or performance; use automated systems to abuse our forms or services; scrape personal information in violation of applicable law; impersonate another person or organization; submit false, fraudulent, defamatory, unlawful or abusive material; infringe intellectual-property or privacy rights; or use our website for unlawful activity.

We may restrict access to the website when reasonably necessary to protect our systems, users, business or legal rights.

3. Inquiries and Free Reviews

Submitting a contact form, requesting a quote, requesting a website or SEO review, sending an email or participating in an introductory conversation does not by itself create a client relationship or service agreement.

A client relationship begins only when Utmost Value and the client agree to a project or service through an accepted proposal, contract, statement of work, invoice or other authorized agreement.

Free reviews, audits, consultations, estimates and preliminary recommendations are informational and do not guarantee any specific result.

4. Proposals, Scope and Changes

The scope of a project will be described in the applicable proposal, statement of work, quote or other written agreement. Work outside the agreed scope may require a change order, additional fees, a revised timeline or a separate proposal.

Requests for additional pages, features, integrations, revisions, content, design changes, campaigns, development work or other deliverables may be treated as additional scope. Utmost Value is not obligated to perform out-of-scope work without mutual agreement.

5. Client Responsibilities

Clients are responsible for providing information, access, materials, approvals, credentials and feedback reasonably necessary for us to complete the agreed services.

Clients are responsible for ensuring they have the legal right to provide any text, photographs, videos, logos, trademarks, customer information, databases, software, credentials, marketing lists or other materials supplied to Utmost Value.

Project timelines may be extended when required information, approvals, access or materials are delayed. Clients remain responsible for reviewing and approving final content, factual statements, pricing, legal disclosures, accessibility requirements, industry-specific requirements, privacy notices and other business information before publication unless our written agreement specifically assigns responsibility otherwise.

6. Fees and Payment

Fees, deposits, payment schedules, recurring charges and payment methods will be stated in the applicable proposal, invoice, subscription or agreement.

Unless otherwise agreed in writing, payments are due according to the invoice or proposal; deposits may be required before work begins; recurring services may be billed in advance; third-party expenses may be billed separately; and work may be paused for overdue amounts.

Clients are responsible for applicable taxes unless an exemption applies. Late-payment charges, collection costs, cancellation charges or other fees will apply only when disclosed in the applicable agreement or permitted by law.

7. Third-Party Costs and Services

Projects may use services provided by third parties, including domain registrars, hosting companies, content-delivery networks, email providers, payment processors, website plugins, themes, fonts, stock photography, software libraries, APIs, Google services, search engines, social networks, advertising platforms, analytics tools and cloud providers.

Third-party products and services are subject to their own terms, pricing, policies, availability and technical limitations. Unless specifically included in our written pricing, clients are responsible for third-party subscription, advertising, licensing, domain, hosting or usage fees.

Utmost Value does not control third-party services and cannot guarantee that a third-party provider will remain available, maintain particular features, maintain pricing or avoid outages or policy changes.

8. Domains, Hosting and Maintenance

When Utmost Value provides hosting or maintenance, specific storage, support, backup, security, renewal and maintenance obligations will be governed by the applicable service plan or agreement.

No hosting platform or Internet service can guarantee uninterrupted availability. Scheduled maintenance, security events, software failures, third-party outages, Internet failures, domain issues, malicious attacks and circumstances outside our reasonable control may affect availability.

Clients are responsible for maintaining current billing and contact information for domains, hosting, software and other services registered directly in their name.

9. Search Engine Optimization

SEO involves factors controlled by search engines and other third parties. Utmost Value does not guarantee a specific search-engine ranking, a number-one ranking, placement for a particular keyword, a particular amount of organic traffic, a specific number of leads or sales, or continued ranking after search-engine algorithm changes.

SEO results may be affected by competition, industry conditions, website history, algorithm updates, client actions, technical conditions, content quality, market changes and factors outside our control. Any projections, estimates or examples are informational and are not guarantees of future performance.

10. Digital Advertising and Marketing

Advertising performance depends on numerous factors outside Utmost Value's control, including platform algorithms, auction conditions, competition, audience behavior, offers and pricing, client reputation, landing pages, market conditions, advertising policies and tracking limitations.

Unless expressly stated in writing, we do not guarantee a specific number of impressions, clicks, leads, customers, conversions, revenue, return on advertising spend or other result. Advertising budgets paid to third-party platforms are separate from Utmost Value's management fees unless otherwise specified.

Clients are responsible for ensuring that their products, services, claims, offers and advertising materials comply with laws and industry requirements applicable to their business.

11. Intellectual Property

Utmost Value Materials

Utmost Value retains ownership of its pre-existing materials, methods, know-how, templates, reusable code, internal tools, processes, libraries, frameworks and intellectual property unless expressly transferred in writing.

Client Materials

Clients retain ownership of materials they provide to us. By providing materials, the client grants Utmost Value a limited license to use, reproduce, modify and process those materials as reasonably necessary to perform the requested services.

Project Deliverables

Ownership or licensing of final project deliverables will be determined by the applicable proposal or service agreement. Unless otherwise stated, transfer of agreed ownership rights may be conditioned upon full payment of all amounts due for the relevant project. Third-party components remain subject to their respective licenses.

12. Portfolio and Promotional Use

Unless the applicable agreement states otherwise or the client requests confidentiality before publication, Utmost Value may identify completed public-facing work in its portfolio, case studies, proposals, social media, award submissions and marketing materials. This may include screenshots, links, the client's business name, logo and a general description of the services performed.

We will not intentionally disclose confidential business information through portfolio use.

13. Confidential Information

During a project, either party may receive non-public business information from the other. Each party agrees to use reasonable care to protect confidential information and use it only for legitimate purposes relating to the project.

Confidential information does not include information that was already lawfully known without restriction; becomes publicly available without breach; is independently developed without use of confidential information; is lawfully obtained from another source; or must be disclosed under applicable law or legal process.

More detailed confidentiality obligations may be included in a separate agreement or nondisclosure agreement.

14. Website Content and Intellectual Property

Unless otherwise indicated, the content of utmostvalue.com, including its branding, original text, graphics, design elements, images, layouts and code, is owned by or licensed to Utmost Value and is protected by applicable intellectual-property laws.

You may view and use the website for lawful personal or business-information purposes. You may not reproduce, publish, sell, distribute, modify or commercially exploit protected website content without permission except where permitted by law.

15. Client Representations

A client represents that it has authority to enter into the applicable service agreement; information supplied to Utmost Value is materially accurate; it has the necessary rights to materials supplied to us; its requested services and business activities are lawful; and its products, services, marketing claims and business practices comply with laws applicable to its operations.

Utmost Value is not responsible for independently verifying every statement, image, claim, license, regulation or legal obligation associated with a client's business.

16. No Legal, Tax or Regulatory Advice

Unless expressly agreed otherwise, Utmost Value provides technology, website, design, SEO, advertising, branding and related digital services. We are not acting as your attorney, accountant, tax adviser, compliance officer or regulatory consultant.

Clients remain responsible for obtaining appropriate professional advice regarding legal notices, privacy compliance, accessibility obligations, industry regulations, taxes, advertising claims, intellectual property and other legal requirements affecting their business.

17. Warranties and Disclaimers

To the fullest extent permitted by applicable law, the public website and general informational content are provided “as is” and “as available.”

We do not warrant that the public website will always be error-free, uninterrupted, completely secure, free from harmful components, complete or suitable for every purpose. Any service-specific warranty or commitment must be stated in the applicable written agreement.

Except for warranties expressly stated in such an agreement and warranties that cannot legally be excluded, Utmost Value disclaims implied warranties to the fullest extent permitted by law.

18. Limitation of Liability

To the fullest extent permitted by applicable law, neither Utmost Value nor its owners, employees, contractors, officers or agents will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost revenue, loss of business opportunity, loss of goodwill or loss of data arising from website use or services.

For claims arising solely from use of the public website, Utmost Value's aggregate liability will not exceed US $100, unless applicable law requires otherwise.

For paid services, any applicable limitation of liability contained in the relevant proposal, statement of work or service agreement will control. If no separate limitation has been agreed, Utmost Value's aggregate liability arising from a paid service will, to the fullest extent permitted by law, not exceed the fees actually paid to Utmost Value for the specific service giving rise to the claim during the six months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

19. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Utmost Value LLC and its owners, employees, contractors, officers and agents from third-party claims, damages, liabilities and reasonable expenses arising from your unlawful use of our website or services; materials you provide without sufficient rights or authorization; infringement caused by client-provided content; your products, services, marketing claims or business activities; your violation of these Terms; or your violation of applicable law or third-party rights.

This provision does not require indemnification for matters for which indemnification cannot lawfully be required.

20. Suspension and Termination

We may suspend or terminate website access or services when reasonably necessary due to material breach of an agreement, nonpayment, illegal activity, security threats, abuse, misuse of systems or requests that create unreasonable technical or legal risk.

Termination of paid services will otherwise be governed by the applicable proposal or agreement. Amounts properly earned or incurred before termination remain payable.

21. Force Majeure

Neither party will be responsible for delays caused by events beyond its reasonable control, such as natural disasters, severe weather, war, terrorism, governmental actions, widespread Internet outages, utility failures, labor disruptions, epidemics, cyberattacks or failures of essential third-party infrastructure, except for payment obligations already due.

22. Privacy

Our collection and use of personal information associated with the website is described in our Privacy Policy.

Clients may have additional privacy and data-protection responsibilities when Utmost Value processes information on their behalf. Where appropriate, those responsibilities may be addressed through a separate agreement or data-processing addendum.

23. Governing Law

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law principles, except where applicable law requires otherwise.

Any legal proceeding arising from these Terms that is not required by law to be heard elsewhere will be brought in a state or federal court having appropriate jurisdiction in Ohio. Each party consents to the jurisdiction of such courts to the extent permitted by law.

24. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the provision will be enforced to the maximum extent legally permissible and the remaining provisions will continue in effect.

25. No Waiver

Failure by Utmost Value to enforce a provision of these Terms does not waive the right to enforce that provision later.

26. Assignment

You may not assign your obligations under a paid service agreement without our prior written consent, except where applicable law provides otherwise. Utmost Value may assign an agreement in connection with a merger, acquisition, restructuring or sale of substantially all relevant business assets, subject to applicable law.

27. Entire Agreement and Order of Precedence

For public website users, these Terms and the Privacy Policy constitute the applicable agreement concerning use of the public website.

For clients, the applicable proposal, statement of work, invoice terms, service agreement and these Terms collectively form the agreement governing the applicable services.

If there is a conflict, the following order generally applies:

1. A specifically negotiated and signed agreement.
2. An accepted statement of work or proposal.
3. These Terms.

28. Changes to These Terms

We may revise these Terms from time to time. Changes relating to public website use become effective when the updated Terms are posted, except where applicable law requires otherwise.

Changes will not retroactively alter material obligations under an existing paid project unless agreed by the parties or otherwise permitted by the applicable agreement and law.

29. Contact Information

Questions regarding these Terms may be sent to:

Utmost Value LLC
Columbus, Ohio, United States
Email: info@utmostvalue.com
Phone: (440) 340-3880
Website: utmostvalue.com