Terms Of Service

1. Definitions and Interpretation

As used in these Master Terms of Service ("Terms" or "Agreement"), the following capitalized terms shall have the meanings set forth below:

"Agency" means Hashem Yaazor LLC, an Ohio limited liability company doing business as LocalBizGuru, including its members, managers, officers, employees, agents, contractors, and successors.
"Client" means the individual, entity, or organization receiving Services from Agency, including any authorized representatives, agents, or successors. Where Client is an individual acting on behalf of a business entity, such individual represents and warrants that they have the authority to bind such entity to these Terms.
"Deliverables" means all work product, materials, content, designs, code, copy, graphics, reports, strategies, and other tangible or intangible items created or produced by Agency in connection with the Services.
"Effective Date" means the earliest of: (a) the date Client executes a Proposal or SOW incorporating these Terms; (b) the date Client makes any payment to Agency; or (c) the date Client provides written or electronic acceptance of these Terms.
"Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, moral rights, goodwill, and all other intellectual property rights, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.
"Proposal" means any proposal, quote, estimate, statement of work ("SOW"), order form, or similar document issued by Agency describing the scope, pricing, and terms of specific Services to be performed for Client.
"Services" means any and all services provided by Agency to Client, including but not limited to: search engine optimization ("SEO"); pay-per-click advertising management ("PPC"); website design, development, hosting, and maintenance; social media management; content creation and marketing; graphic design; brand development; reputation management; consulting; strategy development; and any other digital marketing or related professional services.
"Third-Party Platforms" means any platforms, services, tools, software, APIs, or networks not owned or operated by Agency but used in the provision of Services, including but not limited to Google (including Google Ads, Google Business Profile, Google Analytics, Google Search Console), Meta (including Facebook and Instagram), Microsoft (including Bing Ads), LinkedIn, Yelp, TikTok, X (formerly Twitter), WordPress, hosting providers, analytics tools, CRM systems, email service providers, AI tools, and any other third-party technology or platform.
"AI Tools" means any artificial intelligence, machine learning, or generative AI software, platforms, or services, including but not limited to large language models, image generation tools, code generation tools, and AI-assisted content creation, optimization, or analysis tools.
"Ad Spend" means any amounts paid or payable directly to Third-Party Platforms for the placement of advertisements, distinct from Agency's management fees for administering such campaigns.

2. Formation of Agreement; Acceptance of Terms

2.1 Incorporation by Reference.

These Terms are incorporated by reference into every Proposal, SOW, invoice, email agreement, and any other Service Agreement between Agency and Client (collectively, "Service Agreements"). In the event any Service Agreement states that services are governed by the Terms of Service located at https://localbizguru.com/terms-of-service/, these Terms shall apply in their entirety as though fully set forth therein. Client acknowledges that Client has had the opportunity to review these Terms prior to accepting any Service Agreement.

2.2 Methods of Acceptance.

Client's acceptance of these Terms is manifested by any of the following: (a) executing (by physical or electronic signature) any Proposal or Service Agreement referencing these Terms; (b) clicking "I Agree," "Accept," or any similar affirmative button or checkbox presented in connection with these Terms; (c) making any payment to Agency, whether by credit card, ACH, check, wire transfer, or any other method; (d) directing Agency to begin work, whether orally or in writing; or (e) continuing to receive Services after being provided notice of these Terms or any amendment hereto. Each such act constitutes Client's express, informed, and unambiguous assent to these Terms.

2.3 Order of Precedence.

In the event of a conflict between these Terms and any Proposal or SOW, the specific terms of the Proposal or SOW shall control only with respect to the particular engagement described therein, and only to the extent expressly and specifically inconsistent with these Terms. In all other respects, these Terms shall govern. No oral statement, representation, or prior course of dealing shall modify or override these Terms unless reduced to a writing signed by an authorized representative of Agency.

2.4 Binding on Successors.

These Terms shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives.

3. Scope of Services

3.1 Service Descriptions.

The specific scope, timeline, and deliverables for each engagement shall be set forth in the applicable Proposal or SOW. These Terms govern all Services regardless of whether a formal Proposal exists. Where Services are requested informally (e.g., by email, telephone, or verbal instruction) and Agency commences work, these Terms apply in full.

3.2 No Guarantee of Results.

CLIENT ACKNOWLEDGES AND AGREES THAT AGENCY MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING SPECIFIC OUTCOMES, RESULTS, OR PERFORMANCE METRICS IN CONNECTION WITH ANY SERVICES, INCLUDING BUT NOT LIMITED TO: SEARCH ENGINE RANKINGS OR POSITIONS; WEBSITE TRAFFIC VOLUMES; LEAD GENERATION QUANTITIES; CONVERSION RATES; REVENUE INCREASES; RETURN ON INVESTMENT; SOCIAL MEDIA FOLLOWERS, ENGAGEMENT, OR REACH; OR ANY OTHER BUSINESS METRIC OR KEY PERFORMANCE INDICATOR.

Digital marketing outcomes are inherently influenced by numerous factors outside Agency's control, including but not limited to: search engine algorithm changes; Third-Party Platform policy changes; competitive landscape; market conditions; Client's own business practices, pricing, customer service, and reputation; industry trends; seasonal fluctuations; consumer behavior; and economic conditions. Agency commits to applying industry best practices, professional expertise, and commercially reasonable efforts, but the nature of digital marketing does not permit guaranteed results.

3.3 Changes in Scope.

If Client requests changes to the scope, specifications, or deliverables of a project after work has commenced, or if Agency determines in its professional judgment that additional work is necessary to accomplish the project objectives, Agency may adjust pricing accordingly. Scope changes of up to twenty percent (20%) of the original project value may be implemented by Agency with notice to Client but without requiring separate written approval. Scope changes exceeding twenty percent (20%) shall require Client's approval, which may be given verbally, via email, or through any electronic or written means and shall be binding.

3.4 Project Coordinator.

Client shall designate a single individual as its authorized Project Coordinator who shall have authority to provide approvals, supply materials, provide feedback, and make decisions on Client's behalf. Agency shall not be required to accept direction from anyone other than the designated Project Coordinator unless Client provides written notice of a change. Conflicting instructions from multiple Client representatives may result in delays and additional charges.

4. Client Obligations and Responsibilities

4.1 Cooperation and Timely Response.

Client shall cooperate with Agency and provide all information, materials, access credentials, feedback, and approvals reasonably requested by Agency in a timely manner. Delays caused by Client's failure to provide requested materials, information, or approvals within ten (10) business days of request shall not constitute a breach by Agency and may result in project delays, postponement fees, or adjustment to timelines without liability to Agency.

4.2 Accuracy of Client-Supplied Materials.

Client represents and warrants that all materials, content, data, claims, testimonials, images, trademarks, and other information supplied to Agency for use in connection with the Services are: (a) accurate, truthful, and not misleading; (b) owned by Client or properly licensed; (c) not infringing upon any third-party Intellectual Property rights; and (d) compliant with all applicable federal, state, and local laws and regulations, including without limitation the Federal Trade Commission Act, the Lanham Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, applicable state consumer protection statutes, advertising disclosure requirements, and any industry-specific regulations applicable to Client's business.

4.3 Account Access and Credentials.

Where Services require access to Client's accounts on Third-Party Platforms, Client shall provide such access in a secure manner and at appropriate permission levels. Client shall maintain ownership of all such accounts at all times. Agency shall not be liable for any unauthorized access, data breach, or security incident affecting Client's accounts caused by factors outside Agency's reasonable control, including Client's failure to maintain adequate security practices.

4.4 Compliance with Laws.

Client is solely responsible for ensuring that its business, products, services, and marketing practices comply with all applicable laws and regulations. Agency may provide general guidance but does not provide legal advice, and any compliance-related content, policies, or disclaimers placed on Client's behalf are informational placeholders only and must be reviewed and approved by Client's own legal counsel before publication.

4.5 Proofreading, Review, and Approval.

CLIENT IS SOLELY RESPONSIBLE FOR PROOFREADING, REVIEWING, AND APPROVING ALL DELIVERABLES, CONTENT, ADVERTISEMENTS, AND MATERIALS BEFORE PUBLICATION, PRINTING, OR DISTRIBUTION. AGENCY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE ACCURACY, BUT ULTIMATE RESPONSIBILITY FOR FACTUAL ACCURACY, LEGAL COMPLIANCE, SPELLING, GRAMMAR, CONTACT INFORMATION, PRICING, AND ALL OTHER CONTENT RESTS WITH CLIENT.

Client's approval—whether express, verbal, written, or implied through failure to object within five (5) business days of delivery—shall constitute acceptance and release of Agency from liability for errors contained in approved materials.

5. Fees, Payment, and Billing

5.1 Fee Structure.

Fees for Services shall be as set forth in the applicable Proposal, SOW, or invoice. Prices quoted in Proposals are estimates only and are valid for thirty (30) days from the date of issuance. All Services not covered by a fixed-price Proposal shall be billed at Agency's then-current hourly rate, in fifteen (15) minute increments, rounded up. The minimum billable time per engagement on any given day shall be thirty (30) minutes for active clients and one (1) hour for inactive clients (defined as clients not receiving a monthly invoice).

5.2 Payment Terms.

Unless otherwise specified in the applicable Proposal, a deposit of fifty percent (50%) of the estimated project fee is due before work commences, with the balance due upon completion but prior to final delivery. Recurring service fees are due on the first of each month or as specified in the applicable Service Agreement. All invoices are due upon receipt, with a ten (10) day grace period. Payment may be made by credit card, ACH, check, wire transfer, or other method accepted by Agency.

5.3 Late Payments.

Invoices not paid within the grace period shall accrue a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by Ohio law, whichever is less. A flat administrative late fee of Fifty Dollars ($50.00) (or One Hundred Dollars ($100.00) for invoices exceeding Two Thousand Five Hundred Dollars ($2,500.00)) may be assessed on the fifteenth (15th) day following the invoice date, with additional flat-rate late fees assessed every thirty (30) days thereafter. Client shall be responsible for all costs of collection, including reasonable attorney's fees, court costs, and collection agency fees.

5.4 Suspension of Services.

Agency reserves the right to suspend all work, take websites offline, pause advertising campaigns, and withhold Deliverables if any invoice remains unpaid for more than fifteen (15) days past due. Agency shall provide Client at least five (5) business days' written notice before exercising this right. Resumption of Services following suspension may require payment of all outstanding balances plus a reactivation fee.

5.5 No Refunds.

Agency operates on a fee-for-service model. All payments are for Services previously rendered or committed. Accordingly, all payments are final and non-refundable. Client expressly waives any right to initiate a chargeback, payment dispute, or reversal with any payment processor, credit card company, or financial institution for Services rendered. Unauthorized chargebacks shall constitute a material breach of this Agreement and Client shall be liable for all fees, penalties, and costs incurred by Agency as a result, including administrative processing fees of Two Hundred Fifty Dollars ($250.00) per chargeback.

5.6 Ad Spend.

Where Agency manages PPC or paid advertising campaigns on Client's behalf, Client acknowledges and agrees that: (a) Ad Spend is separate from and in addition to Agency's management fees; (b) Agency shall use commercially reasonable efforts to manage Ad Spend within Client's approved budget, but daily and monthly fluctuations in ad platform algorithms, auction dynamics, and delivery systems may cause actual spend to vary; (c) Agency shall not be liable for any overspend not exceeding ten percent (10%) of the monthly budget, nor for any underspend; (d) results from paid advertising are not guaranteed and are subject to all disclaimers in Section 3.2; and (e) Client is solely responsible for ensuring that all advertised claims, offers, and landing page content comply with applicable laws, platform policies, and FTC guidelines.

5.7 Expenses.

Client is liable for all pre-approved out-of-pocket expenses incurred by Agency in connection with the Services, including but not limited to stock photography, premium fonts, premium plugin licenses, domain registration fees, SSL certificates, third-party software subscriptions, and printing costs. Expenses shall be billed at cost plus twenty percent (20%), or at the regular retail price for stock assets. Expenses exceeding Two Hundred Fifty Dollars ($250.00) individually shall require Client's prior approval.

5.8 Taxes.

All fees are exclusive of applicable sales, use, excise, VAT, or other taxes. Client shall be responsible for all such taxes arising from the Services, excluding taxes based on Agency's net income.

6. Intellectual Property and Ownership

6.1 Agency Ownership.

Agency retains all right, title, and interest in and to all Deliverables, including all Intellectual Property rights therein, unless and until a license is granted to Client as set forth below. This includes all original artwork, designs, code, copy, strategies, methodologies, frameworks, templates, processes, techniques, tools, and know-how developed by Agency, whether created specifically for Client or adapted from Agency's pre-existing materials.

6.2 License to Client.

Upon Client's payment in full of all fees and expenses associated with a project, Agency grants Client a non-exclusive, non-transferable, perpetual license to use the final Deliverables for the specific purpose and medium for which they were created. This license does not include: (a) ownership or transfer of copyright; (b) the right to modify, adapt, or create derivative works without Agency's prior written consent; (c) the right to use Deliverables designed for one medium in a different medium (e.g., using website graphics in print advertising) without an additional license; or (d) the right to sublicense, sell, or distribute the Deliverables except as necessary for Client's ordinary business use.

6.3 Logo and Branding License.

Notwithstanding Section 6.2, logos and brand identity packages shall be granted a broader exclusive license within Client's designated geographic market area (defined as a radius of seventy-five (75) miles from Client's primary business address, or as otherwise specified in the applicable Proposal). Nationwide or international exclusive rights may be purchased for an additional negotiated fee. All logo licenses remain contingent on payment in full.

6.4 Content and Copywriting License.

Written content, blog posts, articles, social media copy, ad copy, and other copywriting Deliverables shall be granted to Client under a non-exclusive, perpetual license for use in digital and print marketing. Agency retains the right to repurpose non-confidential written frameworks, strategies, and general marketing approaches in unrelated engagements.

6.5 Pre-Existing IP and Tools.

Nothing in this Agreement transfers ownership of Agency's pre-existing Intellectual Property, tools, templates, code libraries, frameworks, methodologies, or proprietary processes, even where incorporated into Deliverables. Client receives a license to use such pre-existing materials solely as embedded within the Deliverables, subject to the terms of this Section 6.

6.6 Third-Party Licenses.

Certain elements of Deliverables may incorporate third-party materials (including stock photography, fonts, plugins, open-source software, and AI-generated content) subject to separate license terms. Client's rights to such elements are limited by and subject to the applicable third-party license. Agency shall make commercially reasonable efforts to inform Client of material third-party license restrictions.

6.7 Portfolio and Marketing Rights.

Agency retains the irrevocable right to display, reproduce, and publicly reference all Deliverables and work performed for Client in Agency's portfolio, website, social media, marketing materials, case studies, and award submissions, unless Client has executed a separate written non-disclosure agreement with Agency that specifically restricts such use. Client's request to restrict portfolio use shall not retroactively apply to materials already published by Agency.

6.8 Copyright Notices.

For Client's benefit, copyright notices on Deliverables may be displayed in Client's name. Such notices do not affect the actual ownership of the underlying Intellectual Property as set forth in this Section 6.

6.9 Transfer Contingent on Payment.

NO LICENSE OR RIGHT TO ANY DELIVERABLE SHALL VEST IN CLIENT UNTIL ALL FEES AND EXPENSES ASSOCIATED WITH THE APPLICABLE PROJECT HAVE BEEN PAID IN FULL. UNTIL SUCH PAYMENT, AGENCY RETAINS ALL RIGHTS AND CLIENT SHALL HAVE NO RIGHT TO USE, PUBLISH, DISTRIBUTE, OR DISPLAY ANY DELIVERABLE.

7. Artificial Intelligence and AI-Generated Content

7.1 Use of AI Tools.

Client acknowledges and agrees that Agency may utilize AI Tools in the performance of the Services, including but not limited to content drafting, research, data analysis, code generation, image creation or editing, campaign optimization, and strategic planning. Agency exercises professional editorial judgment and human oversight over all AI-generated outputs before delivery to Client.

7.2 No Copyright in Purely AI-Generated Content.

Client acknowledges that, under current United States copyright law and policy (including the U.S. Copyright Office's January 2025 Report on Copyright and Artificial Intelligence and the D.C. Circuit's 2025 decision in Thaler v. Perlmutter), purely AI-generated content that lacks sufficient human authorship may not be eligible for copyright registration or protection. Agency makes no representation or warranty that any AI-assisted Deliverable is or will be copyrightable. To the extent any Deliverable incorporates AI-generated elements, Agency shall use commercially reasonable efforts to apply sufficient human creative input (editing, selection, arrangement, modification) to support copyrightability, but cannot guarantee that any particular work will meet the threshold for copyright protection.

7.3 Client's Responsibility.

Client is solely responsible for: (a) determining whether AI-generated content is suitable for Client's purposes; (b) reviewing all AI-assisted Deliverables for accuracy, legal compliance, and fitness before use; (c) complying with any disclosure requirements applicable to AI-generated content in Client's industry or jurisdiction; and (d) obtaining independent legal advice regarding the protectability and use of AI-generated materials.

7.4 Indemnification for AI Content.

Agency shall not be liable for any third-party intellectual property infringement claims arising from AI-generated outputs. Client agrees to indemnify, defend, and hold Agency harmless from any claims, damages, or expenses (including reasonable attorney's fees) arising from Client's use of AI-assisted Deliverables after delivery and approval.

8. Third-Party Platforms and Services

8.1 No Control Over Third-Party Platforms.

CLIENT ACKNOWLEDGES AND AGREES THAT AGENCY HAS NO OWNERSHIP, CONTROL, OR INFLUENCE OVER ANY THIRD-PARTY PLATFORM, INCLUDING WITHOUT LIMITATION GOOGLE, META, MICROSOFT, APPLE, AMAZON, OR ANY OTHER SEARCH ENGINE, SOCIAL MEDIA PLATFORM, ADVERTISING NETWORK, REVIEW SITE, DIRECTORY, HOSTING PROVIDER, OR TECHNOLOGY COMPANY.

Third-Party Platforms may, at any time and without notice, change their algorithms, policies, terms of service, pricing, features, APIs, data access, or functionality in ways that materially impact the effectiveness of the Services. Agency shall not be liable for any adverse impact on Client's campaigns, rankings, traffic, visibility, or business results caused by any action or inaction of any Third-Party Platform.

8.2 Platform Compliance.

Agency shall use commercially reasonable efforts to comply with the terms of service and policies of applicable Third-Party Platforms. However, Agency does not guarantee that Client's accounts, content, or campaigns will not be flagged, restricted, suspended, or terminated by any Third-Party Platform. Client acknowledges that platform enforcement actions may occur despite full compliance with platform policies.

8.3 Account Ownership.

Client shall retain ownership of all accounts on Third-Party Platforms, including but not limited to Google Ads, Google Business Profile, Meta Business Suite, and social media accounts. Where Agency creates accounts on Client's behalf, such accounts shall be created in Client's name and shall belong to Client. Agency shall not hold Client's accounts hostage or unreasonably withhold access upon termination, provided Client has paid all outstanding fees.

8.4 Platform Fees.

Any fees charged by Third-Party Platforms (including hosting fees, domain registration fees, software license fees, and ad spend) are the sole responsibility of Client, separate from Agency's fees, even where Agency facilitates payment or manages such accounts on Client's behalf.

9. Search Engine Optimization

SEO IS AN INHERENTLY UNPREDICTABLE DISCIPLINE. AGENCY MAKES ABSOLUTELY NO GUARANTEE OF ANY SPECIFIC SEARCH ENGINE RANKINGS, ORGANIC TRAFFIC LEVELS, KEYWORD POSITIONS, FEATURED SNIPPET APPEARANCES, LOCAL PACK PLACEMENTS, OR ANY OTHER SEARCH ENGINE PERFORMANCE METRIC.

SEO results depend on hundreds of factors, many of which are proprietary to search engine operators, continuously changing, and entirely outside Agency's control. These factors include but are not limited to: algorithm updates (including core updates, spam updates, and helpful content updates); competitor activities; domain age and authority; industry competitiveness; geographic factors; user behavior signals; technical website issues introduced by Client or third parties; content changes made by Client outside Agency's involvement; backlink profile changes; and the overall quality and authority of Client's online presence.

Agency employs only ethical, "white hat" SEO strategies consistent with search engine guidelines. However, even full compliance with published guidelines does not ensure favorable rankings. Client acknowledges that: (a) SEO typically requires months or years to produce meaningful results; (b) rankings may fluctuate or decline even during an active campaign; (c) past performance is not indicative of future results; and (d) Agency's obligation is one of reasonable professional effort, not an obligation to achieve any particular outcome.

Previous SEO Work and Penalties. If Client's website has been subject to previous SEO work by other providers that employed improper or "black hat" techniques, Client's domain may carry penalties or negative signals that significantly impair Agency's ability to produce results. Agency shall not be responsible for the consequences of prior providers' actions.

10. Website Design, Development, Hosting, and Maintenance

10.1 Website Ownership.

Unless otherwise specified in writing, websites designed and developed by Agency are subject to the ownership and licensing provisions of Section 6. Client receives a license to display the website on a single domain name. The underlying code, design, and architecture remain Agency's Intellectual Property.

10.2 Hosting Services.

Where Agency provides hosting services, Agency shall use commercially reasonable efforts to maintain uptime but does not guarantee uninterrupted, error-free, or secure hosting. Agency shall not be liable for downtime caused by: hardware or software failures; cyberattacks; distributed denial-of-service attacks; acts of third-party hosting providers; force majeure events; scheduled maintenance; or Client's actions. Agency shall maintain regular backups but does not guarantee the recoverability of data in all circumstances.

10.3 Website Migration.

If Client wishes to transfer its website to a different host or developer, Agency shall reasonably cooperate in the transition, provided all outstanding fees have been paid in full. Migration assistance shall be billed at Agency's then-current hourly rate with a minimum of four (4) billable hours. Domain name transfers shall be billed at a minimum of two (2) billable hours plus any applicable registrar fees.

10.4 Maintenance and Updates.

Websites require ongoing maintenance, including software updates, security patches, plugin updates, and compatibility adjustments. Unless Client has an active Website Care Plan with Agency, Client assumes sole responsibility for all maintenance. Agency shall not be liable for security breaches, functionality failures, or data loss resulting from Client's failure to maintain its website.

10.5 Website Warranty.

Agency warrants that newly developed websites shall be free from material functional defects for a period of thirty (30) days from the date of project completion ("Warranty Period"). During the Warranty Period, Agency shall correct confirmed defects at no additional cost. This warranty does not cover: issues caused by Client's modifications; third-party plugin or software incompatibilities; hosting environment changes; browser updates; or normal wear associated with evolving web standards. After the Warranty Period, all corrections shall be billed at Agency's standard hourly rate.

12. Confidentiality

12.1 Mutual Obligations.

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of performing its obligations under this Agreement. "Confidential Information" includes business strategies, pricing, customer data, trade secrets, financial information, proprietary methodologies, and any information designated as confidential or that a reasonable person would understand to be confidential.

12.2 Exceptions.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

12.3 Permitted Disclosures.

Agency may disclose Client's Confidential Information to its employees, contractors, subcontractors, legal counsel, accountants, and professional advisors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less restrictive than those herein. Either party may disclose Confidential Information as required by law, regulation, or court order, provided the disclosing party gives the other party reasonable advance notice (where legally permissible) to allow the other party to seek a protective order.

12.4 Survival.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

13. Data Privacy and Compliance

13.1 Data Handling.

To the extent Agency receives, processes, or has access to personal data of Client's customers, users, or employees in connection with the Services, Agency shall handle such data in accordance with applicable data protection laws and in a commercially reasonable manner. Agency shall implement and maintain reasonable administrative, technical, and physical safeguards to protect such data.

13.2 Client's Privacy Obligations.

Client is solely responsible for: (a) maintaining a legally compliant privacy policy on its website and in its marketing practices; (b) obtaining all necessary consents for the collection, use, and sharing of personal data, including consents required under the Ohio Consumer Protection Act, the California Consumer Privacy Act (CCPA/CPRA), the General Data Protection Regulation (GDPR), the CAN-SPAM Act, the TCPA, and any other applicable data privacy law; (c) ensuring that Client's instructions to Agency regarding the use of personal data comply with applicable law; and (d) promptly notifying Agency of any data subject requests or regulatory inquiries relating to data processed in connection with the Services.

13.3 No Legal Advice.

Agency does not provide legal advice regarding data privacy compliance. Any privacy policies, cookie notices, consent mechanisms, or compliance-related content created by Agency are informational templates only and must be reviewed and approved by Client's legal counsel before implementation.

14. Representations and Warranties; Disclaimer

14.1 Agency's Representations.

Agency represents and warrants that: (a) it has the right and authority to enter into this Agreement and perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) to Agency's knowledge, original Deliverables created by Agency will not knowingly infringe the Intellectual Property rights of any third party.

14.2 Client's Representations.

Client represents and warrants that: (a) it has the right and authority to enter into this Agreement; (b) the individual accepting these Terms has authority to bind Client; (c) all materials provided to Agency are truthful, accurate, non-infringing, and compliant with applicable laws; and (d) Client's business and marketing practices comply with all applicable laws and regulations.

14.3 Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 14.1, AGENCY PROVIDES ALL SERVICES AND DELIVERABLES ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGENCY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR RESULTS. AGENCY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGENCY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENCY, ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REPUTATIONAL HARM, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN SUCH DAMAGES.

15.2 Aggregate Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY DELIVERABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO AGENCY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF WHETHER AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

15.3 Exceptions.

The limitations in Sections 15.1 and 15.2 shall not apply to: (a) Client's payment obligations under this Agreement; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations under Section 12; or (d) liability arising from a party's willful misconduct or fraud.

15.4 Statute of Limitations.

No action arising out of or related to this Agreement may be brought by either party more than one (1) year after the cause of action accrues, regardless of when the party knew or should have known of the claim. This contractual limitation shall apply to the fullest extent permitted by Ohio law.

15.5 Essential Basis of the Bargain.

Client acknowledges that Agency has set its fees and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers in this Agreement are fair and reasonable.

16. Indemnification

16.1 Client's Indemnification of Agency.

CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS AGENCY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS (COLLECTIVELY, "AGENCY INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO:

Materials, content, data, or instructions provided by Client, including any claim that such materials infringe any third-party Intellectual Property or other rights;
Client's products, services, business practices, or representations, including any FTC enforcement action, consumer protection complaint, or regulatory proceeding;
Client's failure to comply with applicable laws, regulations, or Third-Party Platform terms of service;
Client's use of Deliverables beyond the scope of the license granted herein;
Client's use of AI-assisted Deliverables after delivery and approval;
Any claims by Client's customers, users, or other third parties arising from Client's marketing campaigns or business operations; and
Any breach by Client of its representations, warranties, or obligations under this Agreement.

16.2 Indemnification Procedure.

Agency shall promptly notify Client of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve Client of its indemnification obligations except to the extent Client is actually prejudiced by such failure). Client shall have the right to assume control of the defense, provided that Agency shall have the right to participate in the defense at its own expense and Client shall not settle any claim that imposes obligations on Agency without Agency's prior written consent.

17. Termination

17.1 Termination for Convenience.

Either party may terminate this Agreement or any active Service Agreement upon thirty (30) days' prior written notice to the other party. Termination does not relieve Client of its obligation to pay for all Services performed and expenses incurred through the effective date of termination.

17.2 Termination for Cause.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for fifteen (15) days after written notice specifying the breach; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets; or (c) engages in conduct that, in Agency's reasonable judgment, is illegal, unethical, or may cause reputational harm to Agency.

17.3 Effect of Termination.

Upon termination: (a) Client shall pay all outstanding fees and expenses within fifteen (15) days; (b) Agency shall deliver any completed Deliverables for which full payment has been received; (c) each party shall return or destroy the other party's Confidential Information upon request; (d) Agency shall reasonably cooperate in transitioning Client's accounts and assets, subject to payment in full; and (e) all licenses granted to Client shall remain in effect for Deliverables fully paid for prior to termination, subject to the terms of Section 6.

17.4 Cancellation and Postponement Fees.

If Client cancels or postpones a project after work has commenced, Client shall be liable for all Services performed through the date of cancellation plus a cancellation fee equal to no less than thirty percent (30%) of the total estimated project cost (or the actual cost of work performed, whichever is greater). A project shall be deemed postponed if Agency does not receive substantive feedback, materials, or communication from Client for a period of twenty-one (21) consecutive days. Postponed projects may be resumed only upon mutual agreement and may require a new Proposal and pricing.

17.5 Survival.

The following provisions shall survive any termination or expiration of this Agreement: Sections 1, 5 (to the extent of unpaid amounts), 6, 7, 8, 9, 12, 14.3, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, and 26, as well as any other provision that by its nature is intended to survive termination.

18. Non-Solicitation of Personnel

Client acknowledges that Agency invests substantial resources in recruiting, training, and retaining its personnel. During the term of this Agreement and for a period of twelve (12) months following termination, Client shall not directly or indirectly solicit, recruit, hire, or engage (whether as an employee, contractor, consultant, or otherwise) any employee, contractor, or freelancer of Agency who has performed Services for Client, without Agency's prior written consent. In the event of a breach of this Section, Client shall pay Agency, as liquidated damages and not as a penalty, an amount equal to the greater of: (a) six (6) months of the applicable individual's compensation at Agency; or (b) Thirty Thousand Dollars ($30,000). The parties agree that this amount represents a reasonable estimate of Agency's damages from such solicitation, which would be difficult to calculate precisely.

19. Dispute Resolution; Mandatory Arbitration

19.1 Informal Resolution.

Before initiating arbitration, the aggrieved party shall provide written notice of the dispute to the other party, and the parties shall attempt in good faith to resolve the dispute through informal negotiation for a period of thirty (30) days from the date of such notice.

19.2 Mandatory Binding Arbitration.

IF THE DISPUTE IS NOT RESOLVED THROUGH INFORMAL NEGOTIATION, ALL DISPUTES, CLAIMS, AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT.

The arbitration shall be conducted by a single arbitrator who shall be an attorney licensed to practice in the State of Ohio with at least ten (10) years of experience in commercial or business law. The arbitration shall be held in Cuyahoga County, Ohio, or at such other location as the parties may mutually agree. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including equitable relief, but shall not have the authority to award punitive or exemplary damages except where required by statute. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

19.3 Waiver of Class Actions and Jury Trial.

THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO COMBINE OR CONSOLIDATE CLAIMS OR TO CONDUCT CLASS-WIDE ARBITRATION.

19.4 Costs of Arbitration.

Each party shall bear its own attorney's fees and costs in connection with the arbitration, except that the prevailing party shall be entitled to recover its reasonable attorney's fees and arbitration costs from the non-prevailing party. The prevailing party shall be the party that substantially prevails on the merits of its claims or defenses, as determined by the arbitrator. Filing fees and arbitrator compensation shall initially be shared equally, subject to reallocation by the arbitrator in the final award.

19.5 Injunctive Relief.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration, without waiving the right to arbitration. The parties agree that any breach of Sections 6 (Intellectual Property), 12 (Confidentiality), or 18 (Non-Solicitation) would cause irreparable harm for which monetary damages would be inadequate.

19.6 Small Claims Exception.

Either party may bring an individual action in small claims court in Cuyahoga County, Ohio for disputes within such court's jurisdictional limits, in lieu of arbitration.

19.7 Failure to Appear.

Failure of a party to appear for or participate in the arbitration proceeding, or to cause an undue delay of greater than sixty (60) days in scheduling the arbitration, shall entitle the other party to a default award, unless the failure is due to circumstances beyond the party's reasonable control.

20. Governing Law and Venue

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

To the extent any matter is not subject to arbitration or is properly before a court (including actions to enforce an arbitration award), the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Cuyahoga County, Ohio, and waive any objection to such jurisdiction or venue, including any objection based on inconvenient forum.

21. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters; epidemics or pandemics; war; terrorism; riots; government orders or restrictions; labor disputes; internet or telecommunications failures; power outages; cyberattacks; Third-Party Platform outages or changes; and any other event beyond the affected party's reasonable control. The affected party shall provide prompt notice to the other party and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Service Agreement without liability.

22. Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect. It is the express intent of the parties that this Agreement be enforceable to the maximum extent permitted by law.

23. Entire Agreement; Integration

These Terms, together with any applicable Proposals, SOWs, and invoices incorporating these Terms by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written. No extrinsic evidence or prior course of dealing shall be used to contradict, modify, or supplement these Terms except as set forth in a writing signed by an authorized representative of Agency.

24. Modification and Amendment

24.1 Agency's Right to Modify.

Agency reserves the right to modify, update, or amend these Terms at any time by posting the revised Terms at https://localbizguru.com/terms-of-service/ and updating the "Last Revised" date. Client's continued use of the Services or payment of invoices after such posting shall constitute acceptance of the modified Terms. For material changes, Agency shall use commercially reasonable efforts to provide Client with notice (via email, invoice notation, or other written means) at least fifteen (15) days before the changes take effect.

24.2 No Oral Modifications.

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of Agency. No oral agreements, representations, or promises shall modify these Terms.

25. Waiver

The failure of either party to enforce any provision of this Agreement at any time shall not constitute a waiver of such provision or of the right to enforce such provision at a later time. No waiver shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

26. Assignment

Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Agency's prior written consent. Agency may freely assign this Agreement to any successor entity, affiliate, or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any purported assignment in violation of this Section shall be void.

27. Notices

All formal notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after sending by nationally recognized overnight courier; (c) three (3) business days after sending by certified U.S. mail, return receipt requested; or (d) upon confirmation of receipt when sent by email to the email address on file for the receiving party. Routine business communications (including approvals, feedback, and project-related correspondence) may be delivered by email and shall be effective upon transmission.

Notices to Agency shall be sent to: Hashem Yaazor LLC d/b/a LocalBizGuru, 3805 Severn Rd., Suite B, Cleveland Heights, Ohio 44118.

28. Right of Refusal

Agency reserves the right to decline or terminate any engagement at its sole discretion, including without limitation engagements involving content that Agency deems obscene, offensive, discriminatory, deceptive, illegal, or otherwise inconsistent with Agency's values or professional standards. Client expressly waives all claims arising from Agency's exercise of this right.

29. Independent Contractor

Agency is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party shall have the authority to bind the other or incur obligations on the other's behalf.

30. Construction

This Agreement shall be construed without regard to which party drafted it. Section headings are for convenience only and shall not affect interpretation. The word "including" means "including without limitation." References to "days" mean calendar days unless otherwise specified. All references to currency are to United States dollars.

31. Acceptance and Acknowledgment

BY EXECUTING ANY PROPOSAL, SOW, SERVICE AGREEMENT, OR INVOICE REFERENCING THESE TERMS, BY MAKING ANY PAYMENT TO AGENCY, OR BY DIRECTING AGENCY TO COMMENCE WORK, CLIENT ACKNOWLEDGES THAT: (A) CLIENT HAS READ AND UNDERSTANDS THESE TERMS IN THEIR ENTIRETY; (B) CLIENT HAS HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL COUNSEL; (C) CLIENT VOLUNTARILY AND KNOWINGLY AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN; (D) THESE TERMS CONSTITUTE A VALID AND BINDING AGREEMENT ENFORCEABLE AGAINST CLIENT; AND (E) CLIENT IS NOT RELYING ON ANY REPRESENTATIONS OR PROMISES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.