Terms of Service

These Terms of Service (“Terms”) govern your use of the marketing services, platforms, and deliverables provided by ScaleLocal (“Company,” “we,” “us,” or “our”), operated by Matt Yassen, with principal offices in Tewksbury, Massachusetts. By checking the consent box at checkout, purchasing any ScaleLocal service, or accessing any ScaleLocal-managed platform, you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. This action constitutes a binding electronic signature.

1. Definitions

• “Services” refers to all marketing services provided by ScaleLocal, including but not limited to: website design, search engine optimization, paid advertising management, lead generation, AI chat assistant and AI receptionist configuration, data gathering, review management, and any other deliverables described in your selected tier.
• “Service Tier” refers to the specific plan selected by Client at checkout (Foundation System, Momentum System, or Authority System).
• “Platform” refers to the ScaleLocal Dashboard, client-facing websites, CRM tools, and any third-party or AI tools provisioned by ScaleLocal.
• “Lead” refers to a unique, verified inbound inquiry from a prospective customer received through a ScaleLocal-managed channel. Leads do not include spam, duplicates within 30 days, vendor solicitations, or test submissions.
• “Commitment Period” refers to the billing term selected at checkout (month-to-month, 6-month, or 12-month).
• “Base Service Payment” refers to the recurring monthly fee paid for the selected Service Tier, excluding ad spend, setup fees, or third-party costs.

2. Services Provided

ScaleLocal will deliver the services described in the selected Service Tier. Deliverables and timelines are incorporated into these Terms by reference. ScaleLocal reserves the right to modify service deliverables with 30 days written notice, provided such modifications do not reduce the performance guarantee applicable to Client’s tier. All service communications, updates, and reporting will be delivered through ScaleLocal’s managed channels.

3. Performance Guarantees

ScaleLocal guarantees the following minimum lead volumes:

• Foundation System: Minimum 3 new leads per month, guaranteed by day 60 of active service.
• Momentum System: Minimum 8 new leads per month, guaranteed by day 90 of active service.
• Authority System: Minimum 15 new leads per month, guaranteed by day 90 of active service.

Guarantee Enforcement: If ScaleLocal fails to deliver the guaranteed minimum lead volume in any calendar month following the applicable ramp-up period, Client’s monthly invoices will be paused. ScaleLocal will continue to deliver services at no charge until the guaranteed minimum has been met. Standard billing will resume in the following cycle.

Guarantee Conditions: This guarantee is strictly contingent upon Client’s full compliance with Section 5. ScaleLocal reserves the right to void the guarantee if Client materially breaches any obligation, including failure to provide required access, interference with active campaigns, or failure to maintain current payment status.

4. Billing and Payment

• Monthly Auto-Renewal: All service tiers are billed monthly on the Client’s signup date. By providing payment information, Client authorizes ScaleLocal to process recurring payments automatically.
• Setup Fees & Benefits: Month-to-month plans include a one-time setup fee. 6-month and 12-month commitments waive this fee. Clients completing a 12-month commitment receive their 12th month of service at no charge.
• Failed Payments: If a payment fails, Client will receive a 3-business-day grace period. Failure to resolve payment will result in an immediate pause of all active services. Paused services do not pause or extend the commitment period.
• No Refunds: All payments made to ScaleLocal are final. There are no refunds for services rendered or prepaid. The sole remedy for missed minimums is the invoice pause described in Section 3.
• Ad Spend: Ad spend is billed separately and paid directly to the platform (Google, Meta) or through a transparent pass-through. ScaleLocal does not mark up ad spend.

5. Client Obligations & Compliance

Client agrees to the following obligations. Failure to meet these may result in delayed deliverables, voided guarantees, or service termination:

• Access and Approval: Client must provide timely access to all required accounts within 5 business days of onboarding. Client must respond to approval requests within 48 hours; otherwise, ScaleLocal will proceed with the submitted version as approved.
• Non-Interference: Client must not modify or interfere with any ScaleLocal-managed campaigns, tracking systems, AI configurations, or SEO implementations.
• Data Privacy & Communications Law Compliance: Client is solely responsible for ensuring that all leads and contacts have provided legally sufficient consent to be contacted via phone, SMS, or email. Client warrants that their use of ScaleLocal’s AI tools, CRM, and lead generation platforms complies fully with the Telephone Consumer Protection Act (TCPA), CAN-SPAM, and all applicable state and federal privacy laws.
• Accurate Information: Client must provide accurate business information. ScaleLocal is not responsible for performance impacts resulting from inaccurate Client data.

6. Term and Cancellation

• Month-to-Month: May cancel with 30 days written notice. Services continue through the end of the current billing period.
• Committed Clients (6 or 12-Month): May terminate early by paying a cancellation fee equal to one (1) additional month of the Base Service Payment. Services will continue through the final day of the last paid billing period.
• Termination by ScaleLocal: ScaleLocal may terminate services immediately, without refund, if Client engages in illegal activity, breaches these Terms, or engages in harassing or disruptive conduct toward ScaleLocal staff.

7. Intellectual Property & Data

• ScaleLocal Property: All website templates, AI prompts, automation workflows, proprietary tools, and methodologies developed by ScaleLocal remain our exclusive intellectual property. Client receives a non-exclusive, revocable license to use these assets only during the active service engagement.
• Public Data: ScaleLocal may utilize publicly accessible information to enrich lead data. ScaleLocal claims no ownership over public data and makes no guarantees regarding its absolute accuracy.
• Client Property & Export: Client content remains Client property. Upon written request, provided Client’s account is in good standing and all fees/commitments are paid, ScaleLocal will provide a standard export of Client’s lead records and analytics within 15 business days. Exports do not include ScaleLocal’s proprietary templates or workflows.

8. Limitation of Liability

To the maximum extent permitted by law, ScaleLocal’s total aggregate liability arising out of these Terms shall not exceed the total amount of Base Service Payments paid directly to ScaleLocal by Client in the ninety (90) days preceding the claim.

AI and Automated Systems Limitation: ScaleLocal utilizes artificial intelligence for chat assistants, receptionists, and data processing. While configured for accuracy, AI systems may generate unpredictable, inaccurate, or unintended responses (“hallucinations”). ScaleLocal shall not be held liable for any loss of revenue, damaged reputation, or legal claims arising from the specific outputs, statements, or errors made by AI tools interacting with Client’s prospects.

ScaleLocal shall not be liable for any indirect, incidental, consequential, or punitive damages. ScaleLocal is not liable for results beyond the guaranteed minimums in Section 3.

9. Third-Party Platforms

ScaleLocal uses third-party platforms (Google, Meta, various CRMs). ScaleLocal is not responsible for algorithm updates, policy changes, account suspensions initiated by the platform, or service disruptions. Such events do not constitute a breach of these Terms.

10. Confidentiality

Both parties agree to maintain the confidentiality of proprietary business information disclosed during the engagement. This survives termination for two (2) years.

11. Disclaimer of Warranties

Except for the express guarantees in Section 3, all services are provided “as is.” ScaleLocal disclaims all implied warranties of merchantability and fitness for a particular purpose. ScaleLocal does not warrant that services will be error-free or that public data gathered is perfectly accurate or current.

12. Indemnification

Client agrees to indemnify, defend, and hold harmless ScaleLocal and its personnel from any claims, damages, or expenses (including attorneys’ fees) arising from: (a) Client’s breach of these Terms, (b) Client’s violation of any law (specifically including TCPA and consumer privacy laws), (c) third-party claims regarding Client’s business operations or services, or (d) the actions of Client using leads generated by ScaleLocal.

13. Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Massachusetts. Any dispute shall first be submitted to good-faith mediation in Middlesex County, Massachusetts. If unresolved within sixty (60) days, parties may pursue litigation in the courts of Middlesex County.

14. General Provisions

• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control (e.g., natural disasters, network failures).
• Modifications: ScaleLocal may modify these Terms at any time. Material changes will be emailed to active Clients with 30 days notice. Continued use constitutes acceptance.
• Severability: If any provision is found invalid, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full effect.
• Entire Agreement: These Terms constitute the entire agreement between the parties regarding the subject matter herein.

15. Contact

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