PrecisionLocal, Inc.

1. Scope of Services

PrecisionLocal develops, executes, and manages advertising and marketing campaigns for business clients. Services may include, but are not limited to:

• Paid media placements (e.g., Google Ads, Meta)
• Creative production and strategic consulting
• Campaign reporting, performance tracking, and analytics

Specific services, fees, and timelines are defined in one or more Service Orders, which are incorporated into this Agreement. If a Service Order conflicts with these Terms, the Service Order controls.

This Agreement is entered into solely for commercial and business purposes between sophisticated parties. Consumer protection statutes do not apply.

2. Client Responsibilities

Client agrees to:

• Provide accurate business, billing, and licensing information
• Respond promptly to requests and approvals
• Authorize PrecisionLocal to act as agent for media purchases
• Maintain current payment methods and contact details

Client is responsible for losses resulting from inaccurate information, delayed responses, or failure to approve materials in a timely manner.

3. Fees, Payment & Ownership

Deposit

A 10% non-refundable deposit is due upon execution of a Service Order.

Payment Terms

Remaining balances are due as specified in the Service Order, either in full or in monthly installments.

Late Payments

Unpaid balances accrue interest at 1.5% per month or the maximum allowed by law.

Credit Card Processing Fees

A 3% processing fee applies where legally permitted.

Ownership & Usage Rights

All deliverables remain the property of PrecisionLocal until paid in full. Upon full payment, Client receives a limited, non-exclusive, non-transferable license to use the deliverables solely for its own marketing and promotional purposes. No ownership rights are transferred unless expressly stated in writing.

PrecisionLocal may require a written personal guaranty of payment at its discretion.

We reserve the right to suspend services, withhold deliverables, or pursue collections for delinquent accounts at Client’s expense.

4. Term, Termination & Renewals

This Agreement remains in effect for the duration specified in the applicable Service Order. Service Orders may be renewed or extended in writing.

Termination for Convenience

Either party may terminate with 30 days’ written notice.

Early Termination by Client

If Client terminates early, Client is responsible for:

• All incurred and committed media or vendor costs
• All work completed to date at standard rates
• An early termination fee of $250 per remaining month in the Service Order term

Media purchases are typically non-cancellable and non-refundable. PrecisionLocal is not obligated to recover such costs.

Immediate Termination by Agency

PrecisionLocal may terminate immediately for non-payment, material breach, or reputational harm caused by Client actions.

5. Confidentiality & Account Access

Each party agrees to protect the other’s confidential information using reasonable care. Confidentiality obligations survive termination for three (3) years.

PrecisionLocal retains administrative control of advertising platform accounts. Read-only access may be granted upon request.

6. Intellectual Property

Creative materials remain the property of PrecisionLocal until paid in full. Client is granted a limited license for internal and marketing use only.

PrecisionLocal may display completed work in portfolios or promotional materials unless Client requests otherwise in writing.

7. Warranties & Disclaimers

PrecisionLocal will perform services in a commercially reasonable and professional manner.

All services are provided “as is.” PrecisionLocal makes no guarantees regarding results, lead volume, ROI, or platform behavior and disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability

To the fullest extent permitted by law:

• PrecisionLocal is not liable for indirect, incidental, special, punitive, or consequential damages.
• Total liability shall not exceed the amount paid by Client for the specific campaign giving rise to the claim.

These limitations survive termination.

9. Indemnification

Client agrees to indemnify and hold harmless PrecisionLocal and its officers, employees, and affiliates from claims arising out of:

• Client-provided content or data
• Client business practices
• Breach of this Agreement
• Use of services in violation of law or third-party rights

9A. Non-Solicitation

During the Agreement term and for twelve (12) months thereafter, Client may not solicit or hire any PrecisionLocal employee or contractor involved in providing services without written consent.

Violation results in liquidated damages equal to six (6) months of the individual’s most recent compensation, agreed as a reasonable estimate of damages.

10. Governing Law & Jury Trial Waiver

This Agreement is governed by the laws of the State of Florida. Venue lies exclusively in Hillsborough County, Florida.

Jury Trial Waiver: Each party knowingly and voluntarily waives the right to trial by jury.

Prevailing parties are entitled to recover reasonable attorneys’ fees and costs.

11. Miscellaneous

• Entire Agreement: This Agreement and all Service Orders constitute the entire agreement.
• Amendments: Must be in writing and signed.
• Force Majeure: PrecisionLocal is not liable for delays beyond its control.
• Survival: Payment, IP, confidentiality, indemnification, and liability provisions survive termination.
• Notices: Notices must be delivered in writing via email with receipt or courier.

Client confirms no reliance on representations outside this Agreement.

12. Acceptance

Client accepts these Terms by signing a Service Order, clicking acceptance online, making payment, or continuing to use PrecisionLocal services.

13. Modifications & Incorporation by Reference

Current Terms are maintained at: https://www.precisionlocal.com/terms-conditions

Terms in effect at the time of a Service Order are incorporated by reference. Updates apply prospectively only unless required by law or agreed in writing.

14. Final Liability Upon Termination

If Client terminates early, Client shall pay the greater of:

• $250 per remaining month of the committed term, or
• All non-cancellable third-party costs plus internal labor incurred

Labor is calculated at PrecisionLocal’s standard hourly rates. Where Sections 4 and 14 conflict, Section 14 controls unless otherwise stated in a Service Order.