Terms Of Service For My Local Ads LLC

1. Introduction

Welcome to My Local Ads. By accessing or using our website or services, you agree to be bound by these terms and conditions (the "Terms"). Please read them carefully. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, SIGN-UP FOR OUR SERVICES, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

2. Use of Platform

Platform may be referred to as CRM or access to digital marketing services herein, and vice versa.

2.1. Age Restrictions.

You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "Minor") create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor's use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor's use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor's behalf. The person who accepts these terms is the owner of the platform account. If you accepted the terms on behalf of a business entity, the business entity is the owner of the platform account.

2.2. Platform Account Ownership.

Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual's trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms. You cannot use our platform in a way that breaks our rules or the law. You are responsible for making sure you and your customers' use of the platform and services is compliant with applicable laws and regulations.

2.3. Transfer Of White-Label CRM Accounts.

Transferring My Local Ads white-label CRM sub-accounts, the user's CRM account, away from My Local Ads' agency account is not permissible without explicit prior written consent and approval from My Local Ads, not including any third parties. If the transfer of a sub-account is approved, My Local Ads reserves the right to alter the sub-account prior to transfer, and charge a 'release fee' to finalize the transfer of the sub-account. The release fee to transfer a CRM sub-account covers, but is not limited to, labor incurred by My Local Ads to transfer the sub-account, to manage the request, and to transfer intellectual property, which is set at $5,000 (USD) as a one-time fee, paid in full prior to the transfer. The release fee covers My Local Ads' intellectual property and labor (including templates, automations, system configurations, and transfer administration) and does not cover the Client's brand assets, which remain the Client's property and transfer with the sub-account without separate charge, subject to Section 20.12. My Local Ads reserves the right to reject the transfer of sub-accounts without further explanation.

2.4. Intended Use.

You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use of the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and customers and confirm that all employees, agents, and customers understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to My Local Ads, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform; and (viii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider. We take privacy seriously. Make sure to read our Privacy Policy and Data Processing Agreement. You also need to have a Privacy Policy of your own that you make available to your customers.

2.5. Privacy.

By using the Platform and providing Information on or through the Platform, you consent to My Local Ads's use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that My Local Ads has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by My Local Ads. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers' data to us for use and disclosure in accordance with these Terms and our Privacy Policy. Keep your Login Credentials confidential. Let us know if you think someone has gained unauthorized access to your account.

2.6. Login Credentials.

You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify My Local Ads immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. My Local Ads reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in My Local Ads's opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials.

2.7. Use of Communication Services.

The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods.

If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act ("TCPA") and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws.

My Local Ads is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws.

My Local Ads is a technology platform communication service application provider ONLY.

My Local Ads does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method.

You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your customers, whether generated by You or sent automatically via the Platform at Your direction.

Some features on our platform leverage third-party services. We are not in control of those third party services, so we're not liable for problems that arise from them.

If you have been assigned phone numbers or email addresses to be used through our platform, we might have to release those phone numbers or emails if you pause or delete your account, and the phone numbers or addresses may no longer be available if you reactivate or unpause your account.

2.8. Third Party Services.

The Platform may leverage or include access to Third Party Services. My Local Ads is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Platform Account, certain features or functionality (such as LeadConnector phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and My Local Ads is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), My Local Ads reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability. My Local Ads disclaims all liability related to outages or downtime of Third Party Services.There might be content on our platform that was created or provided by third parties. We're not responsible or liable for that content.

2.9. Third Party Content.

The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of My Local Ads. My Local Ads is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.If you customize the platform, make sure your customizations don't infringe anyone's intellectual property rights.

2.10. Customizations.

Portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with you and your customers' customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed. My Local Ads may remove any of your modifications at any time without advance notice and without liability to you. Use of the Client's brand on advertising campaigns, lead-capture funnels, and messaging delivered as part of the Pay-Per-Lead Program is governed by Section 20.12. If you use more data than what's contemplated by your pricing plan, you might be required to upgrade your plan.

2.11. Excessive Use Restrictions.

We provide access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in My Local Ads's sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if My Local Ads's operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use. We make regular updates to our platform, and sometimes those updates might affect the previous mode of operation of the platform.

2.12. Platform Updates.

My Local Ads reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on My Local Ads's delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any third-party services.We don't allow access to our platform by those located in embargoed countries. You are responsible for compliance with any local laws that might be applicable to your use of the platform.

2.13. International Use.

If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. My Local Ads makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited.

2. 14. Additional Services.

We offer a range of digital marketing services, including:

Google Advertising: Managing, producing, and optimizing advertising campaigns on Google's advertising platforms, such as Google Local Services, Google Ads, across any specified ad placements, including production of creative campaign assets if needed.

Google Business Profile Optimization: One-time optimization of the Google Business profile following industry best-practices.

Facebook (Meta) Advertising: Managing, producing, and optimizing advertising campaigns on Meta's advertising platforms, including but not limited to Facebook, Facebook Messenger, and Instagram, across any specified ad placements, including production of creative campaign assets if needed.

We offer a range of software whitelabeling services, including:

(White-labeled) CRM Software: Offering customized (white-label) CRM software solutions under the My Local Ads brand.

We offer direct purchases of digital marketing materials, including:

E-Commerce Store: Direct sales of digital marketing materials, courses, and one-off digital marketing services such as audits and optimizations.

We offer lead generation and appointment-setting services, including:

Pay-Per-Lead Program: Generating and delivering consumer inquiries ("Leads") through digital advertising campaigns managed by My Local Ads, including but not limited to Facebook, Instagram, Google, and TikTok platforms. Leads are billed on a postpaid basis and are subject to the Pay-Per-Lead Program Terms set forth in Section 20 of these Terms, which include three Lead categories: In-Person Inspection Booked Leads, Form Fill Inquiry Leads, and Phone Call Leads.

2.15. Additional Provisions for Specific Services

Digital Marketing & Advertising Services

Compliance with Platform Policies: When using services related to Google, Facebook, or any other third-party platform, you agree to comply with their respective terms of service and policies.

No Affiliation: My Local Ads is an independent service provider and is not affiliated with Google, Facebook, or any other third-party platform unless explicitly stated.

2. 16. Lead Definition & Quality.

For the purposes of this agreement, a "Lead" is defined as a prospective customer who has demonstrated interest in the client's product or service through engagement with paid advertisements managed by My Local Ads.

A Lead can be classified as any of the following across the specified advertising platforms:

1. Facebook & Instagram (Meta) Ads:

Form Submission: A user submits their contact information, such as name, email address, and phone number, through a Facebook Instant Form within a Lead Ad .

Call Only: A user clicks a "Call Now" button within the ad and completes a phone call to the client's business.

2. Google Ads/Google Local Service Ads:

Form Submission: A user submits their contact information through a Google Lead Form Extension directly from a paid advertisement .

Call Only: A user clicks a Google Call Ad or uses the Call Extension within the ad and completes a call to the client's business.

3. TikTok Ads:

Form Submission: A user submits their contact information through a TikTok in-app lead generation form .

Call Only: A user engages with a Call CTA within a TikTok ad and completes a phone call to the client's business.

The above definitions reflect standard industry practices for lead generation and tracking. My Local Ads LLC is not responsible for the quality, accuracy of information, or sales conversion of leads beyond the defined lead capture process. All leads will be considered valid upon submission or completed call, as reported within the respective platform's analytics dashboard.

Appointment Definition (Pay-Per-Lead Program Only): An "Appointment" is defined as a confirmed, booked consultation call between the Client and a prospective customer, scheduled through My Local Ads' appointment-setting process. An Appointment is considered delivered when the prospective customer has been contacted, has confirmed interest in the Client's services, and has been scheduled for a specific date and time. My Local Ads does not guarantee that the prospective customer will attend the scheduled Appointment or that the Appointment will result in a sale.

For Leads delivered through the Pay-Per-Lead Program, the Lead categories, billable criteria, and billing standards set forth in Section 20 (and specifically Section 20.2) shall apply and shall supersede this Section 2.16 to the extent of any conflict.

3. Intellectual Property Rights

Website Content: All content on this website, including text, graphics, and logos, is our property or the property of our licensors and is protected by intellectual property laws.

User Content: By posting content, you grant us a non-exclusive, worldwide, royalty-free license to use, display, and distribute your content.

Content And Creative Assets Produced By My Local Ads: All content produced by My Local Ads — including ad copy, ad images, video creative, landing page templates, funnel designs, and automation configurations — remains the intellectual property of My Local Ads. The Client receives a limited commercial license to use such content for the duration of the service provided. Upon cancellation of the Client's digital marketing services, the Client's license terminates, and the Client waives any licensing rights and any ability to reuse, reproduce, or alter such content. Brand assets provided by the Client (including the Client's name, logos, trademarks, and other commercial identifiers — the "Client Brand Assets") remain the property of the Client and are governed by Section 20.12.

4. Service Specific Terms

We reserve the right to introduce additional terms and conditions specific to each of the services mentioned above. These will be communicated to you and will form a part of this agreement upon your acceptance of those specific services.

5. Content and Conduct

Content Standards: Content must not be illegal, obscene, threatening, or infringing on intellectual property rights.Prohibited Activities: You may not use the website for any fraudulent or harmful purpose or to violate any laws.

6. Privacy Policy

Refer to our Privacy Policy for information on how we collect, use, and protect your data.

7. Limitation of Liability

General Limitation (Website): We do not guarantee the accuracy, completeness, or usefulness of any information on the site and hereby disclaim all liability for any damages resulting from your use of the website.

Scope of Limitation: This limitation of liability applies to all liabilities arising under these Terms, including but not limited to liabilities arising from the use of My Local Ads website, our services (including Google Advertising, Google Local Service Advertising, Google Business Profile Management, Facebook (Meta) Advertising, and CRM Software white-labeling), and any other interactions with My Local Ads.

Limitation on Damages: In no event shall the total liability of My Local Ads for all damages, losses, and causes of action related to the services provided by us, whether in contract, tort (including negligence), or otherwise, exceed the total amount equivalent to one month of billing for the services rendered to the specific user making the claim. This limitation of liability is cumulative and not per incident.

Exclusions: This limitation does not apply to any damage that cannot be limited or excluded by law.

8. Indemnification

You agree to indemnify and hold harmless My Local Ads and its employees, agents, and affiliates from any claims, damages, or expenses arising from your use of the site or your violation of these Terms.

9. Service Terms & Provisions

Additional Service Terms & Provisions

CRM Trial: free CRM trials are permissible for 7-days before the user is billed automatically.

Payment Method: A valid credit card or debit card must be on file at all times with My Local Ads, Google's & Facebook's Advertising products.

CRM Usage Rates For Calls/SMS/MMS/Emails: A minimum $10 credit balance is required to cover CRM SMS/MMS/Call/Email usage rates, which are non-refundable. This balance is charged automatically when the first phone call is received and is reapplied when the balance reaches $0.

Applied CRM Usage Rates:

Make Calls: $0.026/Min

Receive Calls: $0.017/Min

Text Messages: $0.015/SMS

Email: $0.0014/Email

Toll-Free (Tracking) Number: $4.30/Month

Local (Tracking) Number: $2.30/Month

10. Billing Cycle and Fees

The Client authorizes My Local Ads LLC ("the Company") to charge all applicable fees automatically to the payment method on file. A valid payment method is required to maintain an active service account. The following terms apply:

10.1 Types of Fees

a. Pay-Per-Lead Program Fees: Setup Fee, per-Lead charges, and any other fees under the PPL Program, as set forth in Section 20.

b. CRM Software Fees: Recurring fees for access to the My Local Ads white-label CRM platform.

c. CRM Usage Fees: Variable usage-based fees for calls, SMS, MMS, and emails processed through the CRM, as set forth in Section 9.

10.2 Billing Schedule

a. Pay-Per-Lead Program Fees: The Setup Fee is charged on the day of sign-up. Per-Lead charges are invoiced on a postpaid basis under the billing cadence elected by the Client (monthly or bi-weekly), as set forth in Section 20.4. A transaction fee of 2.99% is applied to each Lead invoice (waivable for ACH payments) as set forth in Section 20.4(f).

b. CRM Software Fees: Automatically billed on a recurring basis every 30 days.

c. CRM Usage Fees: Charged automatically when usage credits are depleted, as set forth in Section 9.

10.3 Payment Authorization and Responsibility

All charges are processed automatically using the payment method provided by the Client. By maintaining an active account, the Client authorizes the Company to store and use the designated payment method for all recurring and variable charges. The Client is responsible for ensuring that payment information remains accurate and up to date.

10.4 Third-Party Advertising Platforms

The Client shall pay all advertising platform fees, charges, and budgets directly to the applicable advertising platforms (including but not limited to Google Ads, Meta Ads, TikTok Ads, and other ad networks). The Client's payment method shall be on file with each advertising platform. My Local Ads does not collect, hold, or pass through advertising platform fees, does not control the billing cycles or charges issued directly by such platforms, and is not responsible for any matters between the Client and any advertising platform, including but not limited to billing disputes, account freezes, chargebacks, refunds, or platform policy enforcement actions.

10.5 Failed Payments and Account Suspension

In the event a payment attempt is declined, expired, or otherwise fails to process, the Client will be notified by email and given up to five (5) calendar days to update payment information. If payment is not successfully processed within this period, the Company reserves the right to pause or suspend all services, including Lead delivery under the PPL Program, CRM access, and related activities until payment is received in full. Continued non-payment beyond ten (10) days may result in termination of services. For PPL Program Clients within an active Commitment Period, termination for non-payment triggers the retroactive rate adjustment under Section 20.8(b).

The Client remains responsible for all accrued fees up to the date of suspension or termination, including any outstanding fees as per our Cancellation Policy. The Company may, at its sole discretion, refer overdue balances to a third-party collections agency or pursue other legal remedies permitted by law.

11. [Reserved]

12. Cancellation Policy

User Cancellations

Cancellation at Any Time (Non-PPL Services): Users may cancel their non-PPL services (such as CRM Software subscriptions and E-Commerce Store purchases) with My Local Ads at any time in (electronic) writing by submitting a request to [email protected], or by using our cancellation request form inside the user's CRM account. Cancellations must be provided in writing, and are not permissible over a phone call or private SMS, under any circumstances. Cancellation of the Pay-Per-Lead Program is governed exclusively by Section 20.8 and not by this Section 12.

Support for Cancellation: For assistance with cancellation, users can visit the My Local Ads Support Portal (link to support portal can be found inside user's CRM account), where step-by-step guidance and additional support are available on how to cancel your services.

12.1. Effect of Cancellation

Upon cancellation, all recurring charges and services will be stopped from the next billing cycle. Recurring charges and services within an ongoing billing cycle, even after cancellation was requested, are not refundable under any circumstances. Any charges incurred before the cancellation are also not refundable under any circumstances as per our Refund Policy outlined in Section 14. Users are responsible for any charges or obligations incurred up to the end of their current billing cycle.

12.2. Cancellation of Pay-Per-Lead Program

Cancellation of the PPL Program is governed by Section 20.8. For the avoidance of doubt, the cancellation provisions of this Section 12 applicable to CRM software and other non-PPL services do not apply to the PPL Program, and vice versa.

14. Refund Policies

Refund Policy For Pay-Per-Lead Program — Setup Fee: The Setup Fee is non-refundable except as expressly provided in a written agreement between the Client and My Local Ads, as set forth in Section 20.10.

Refund Policy For Pay-Per-Lead Program — Lead Charges: Lead charges are non-refundable under any circumstances, except as expressly provided through the Lead Dispute approval process set forth in Section 20.3. My Local Ads determines, in its sole discretion, whether a disputed Lead is billable or non-billable in accordance with Section 20.2 and Section 20.3. If My Local Ads, in its sole discretion, determines a disputed Lead to be non-billable, the corresponding Lead charge is removed from the Client's current or next Lead invoice, or credited toward future Lead charges if the Lead has already been invoiced and paid. Lead charges and dispute credits are not redeemable for cash refunds under any circumstances. No other refund mechanism for Lead charges exists.

Refund Policy For Pay-Per-Lead Program — Freeze Fee: The Freeze Fee is non-refundable under all circumstances, as set forth in Section 20.11.

Refund Policy For Pay-Per-Lead Program — Commitment Rate Differential: Amounts owed under Section 20.8(b) for retroactive rate adjustments are non-refundable.

Refund Policy For CRM Software: Refund requests for CRM software fees are not permissible under any circumstances.

Refund Policy For E-Commerce Store Purchases: Refund requests for direct (e-commerce) store purchases of marketing materials and one-off digital marketing services, such as checklists and optimization services, are not refundable under any circumstances.

Refund Policy For CRM Software Usage Fees: CRM usage fees are not refundable under any circumstances.

15. Modification of Terms

My Local Ads reserves the right to modify these Terms at any time. All changes will be posted on this page.

Express Consent to Updates. From time to time, My Local Ads may request the Client's express electronic consent to confirm updates to these Terms through electronic means, including but not limited to (i) email confirmation messages containing acceptance links, (ii) SMS messages containing acceptance links (where SMS communication is applicable to the Client's account), or (iii) similar electronic confirmation mechanisms. The Client's affirmative electronic action — such as clicking an acceptance link, checking an acceptance box, replying to an SMS confirmation prompt, or providing similar affirmative electronic confirmation — constitutes valid and binding acceptance of the updated Terms under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Florida Uniform Electronic Transaction Act, and applicable law. Such electronic confirmation does not require execution of a new written or signed copy of these Terms, any related Master Services Agreement, or any other physical document. The Client is encouraged to review the updated Terms in full before providing confirmation. My Local Ads may, in its sole discretion, treat the Client's continued use of the Platform after notice of updated Terms as further evidence of the Client's acceptance.

Failure to Provide Consent. If the Client does not provide the requested electronic consent within a reasonable period after request, My Local Ads may, in its sole discretion, suspend the Client's access to the Platform or pause PPL Program services until such consent is provided. Continued non-response beyond a commercially reasonable period may result in termination of the Client's participation under Section 20.8(d).

16. Dispute Resolution

Governing Law: These Terms are governed by the laws of the State of Florida, United States.Jurisdiction: Any disputes or legal matters arising in connection with these Terms shall be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida. By using our website, you consent to the personal jurisdiction and venue of these courts in connection with any action, lawsuit, or proceeding arising out of or related to these Terms or the services provided by My Local Ads.Dispute Resolution: Except as otherwise required by law, any disputes arising from these Terms will be resolved through final and binding arbitration, conducted in Miami-Dade County, Florida, under the rules of arbitration of the jurisdiction.

17. Termination

We may terminate or suspend your account and access to the website and our services if you breach these Terms. Upon termination, your right to use the website or our services will cease immediately.

18. Miscellaneous

Severability: If any part of these Terms is held to be invalid or unenforceable, the remaining parts will remain in full force and effect. Waiver: Any failure by us to enforce any right or provision of these Terms will not be considered a waiver of those rights.

19. Contact Information

For any questions about these Terms, please contact us at [email protected].

20. Pay-Per-Lead Program Terms

20.1 Program Overview.

My Local Ads offers a Pay-Per-Lead Program ("PPL Program") through which the Client receives Leads generated by My Local Ads through digital advertising campaigns and is billed for qualifying Leads on a postpaid basis as set forth in Section 20.4. The PPL Program is governed by this Section 20 and, to the extent of any conflict, this Section 20 supersedes all other provisions of these Terms with respect to the PPL Program.

Lead types available under the PPL Program include:

a. In-Person Inspection Booked Leads (Category 1): A consumer is contacted by My Local Ads' appointment-setting process, confirms interest in the Client's services, and is scheduled to meet for an in-person inspection at a specific date and time. Lead information includes: full name, email address, phone number, full address, project details (the specific service requested, such as "roof replacement," "roof repair," or "HVAC installation"), project timeline (how soon the consumer intends to start the project), and confirmed inspection date and time.

b. Form Fill Inquiry Leads (Category 2): A consumer submits their information through a digital advertising form, including but not limited to Facebook Instant Forms, landing page forms, and quiz funnels. Lead information includes: full name, email address, phone number, full address, project details (the specific service requested, such as "roof replacement," "roof repair," or "HVAC installation"), and project timeline (how soon the consumer intends to start the project).

c. Phone Call Leads (Category 3): A consumer initiates a phone call to a number provisioned by My Local Ads for the campaign, in response to an MLA-managed advertisement. Phone Call Leads are billable subject to the criteria set forth in Section 20.2.

Lead delivery method depends on what the Client has purchased from My Local Ads: (i) if the Client has purchased full access to the My Local Ads CRM, Leads are delivered through the My Local Ads CRM system; or (ii) if the Client has not purchased full CRM access, Leads are delivered via email to up to three (3) email addresses provided by the Client at onboarding. The Client is responsible for monitoring and maintaining the deliverability of the email addresses provided. My Local Ads reserves the right to modify delivery methods with reasonable notice.

20.2 Lead Qualification.

a. General Criteria (All Leads). A Lead is billable when ALL of the following criteria are met: (i) the consumer's inquiry was for the Client's designated trade (different service types within the same trade — for example, roof repair and roof replacement for a roofing Client — are all billable; only inquiries for a trade other than the Client's designated trade are non-billable for trade-mismatch reasons); (ii) the consumer's location is within the Client's designated service area (which the Client elects at onboarding within a 25 to 50 mile radius); (iii) the consumer's contact information is valid as required for the applicable Lead category in Sections 20.2(b)–(d); and (iv) the consumer is not a duplicate of a Lead previously delivered to the same Client within the preceding thirty (30) days.

b. Category 1 — In-Person Inspection Booked Lead. In addition to the general criteria in Section 20.2(a), an In-Person Inspection Booked Lead is billable only if: (i) the consumer has a working phone number (the line is not disconnected); (ii) the consumer's email address is working (does not bounce and has no MX or DNS issues); (iii) the Lead includes a date and time at which the consumer has agreed to meet in person for an inspection; and (iv) the contact information includes the consumer's first and last name.

c. Category 2 — Form Fill Inquiry Lead. In addition to the general criteria in Section 20.2(a), a Form Fill Inquiry Lead is billable only if: (i) the consumer has a working phone number (the line is not disconnected); (ii) the consumer's email address is working (does not bounce and has no MX or DNS issues); and (iii) the contact information includes the consumer's first and last name.

d. Category 3 — Phone Call Lead. In addition to the general criteria in Section 20.2(a), a Phone Call Lead is billable only if: (i) the consumer initiated a phone call to a number provisioned by My Local Ads for the campaign in response to an MLA-managed advertisement; (ii) the call was of at least thirty (30) seconds in duration; (iii) the consumer has a working phone number (the line is not disconnected); and (iv) the call was recorded by My Local Ads where applicable law permits. A Phone Call Lead may qualify as billable even if the Client did not answer the call. The Client expressly acknowledges that consumer intent and advertising cost are incurred upon the consumer's call initiation, and that the Client's failure to answer the phone does not negate the Client's obligation to pay for a qualifying Phone Call Lead.

e. Non-Billable Leads. A Lead is not billable if: (i) the consumer's location is outside the Client's designated service area; (ii) the consumer's inquiry is for a trade other than the Client's designated trade (different service types within the same trade are billable per Section 20.2(a)(i)); (iii) the contact information required for the applicable Lead category in Sections 20.2(b)–(d) is incomplete, invalid, disconnected, or non-working (as reasonably determined by My Local Ads); (iv) the submission is a solicitation, spam, or unrelated to the Client's services; or (v) the consumer is a duplicate of a Lead delivered to the same Client within the preceding thirty (30) days.

f. Determination. My Local Ads shall determine billable Lead charges and the Service Fee Cap (defined in Section 20.4) based on My Local Ads' own access to managed advertising accounts and lead intake systems. Determinations made in good faith by My Local Ads are binding, subject to the dispute process in Section 20.3.

20.3 Lead Disputes & Credits.

a. Dispute Window. The Client may dispute a Lead's billable status within seven (7) calendar days from the timestamp date on which the Lead was received by the Client. Disputes not submitted within this period are waived.

b. Dispute Submission. Disputes must be submitted in writing via email to [email protected] or through the Client's CRM account dispute form. Each dispute must identify the specific Lead and the basis for the dispute (referencing the Non-Billable criteria in Section 20.2(e)).

c. Resolution. My Local Ads will review disputes within five (5) business days. My Local Ads, in its sole discretion, determines whether a disputed Lead is billable or non-billable in accordance with the criteria set forth in Section 20.2. My Local Ads' determination is final and binding. If My Local Ads determines a Lead to be non-billable, the corresponding Lead charge will be removed from the Client's current or next Lead invoice, or credited toward future Lead charges if the Lead has already been invoiced and paid. Credits are not redeemable for cash, refunds, or any other form of payment.

d. Dispute Ceiling. The total value of approved disputes may not exceed twenty-five percent (25%) of the Client's total Lead charges in any single billing period. Disputes exceeding this ceiling will be reviewed on a case-by-case basis at My Local Ads' sole discretion.

e. Good Faith. Repeated frivolous or bad-faith disputes may result in suspension or termination of the Client's PPL Program participation at My Local Ads' sole discretion.

f. Tally and Records. My Local Ads maintains a running tally of the Client's billable Leads, non-billable Leads (including disputes approved as non-billable under this Section 20.3), and dispute credits applied toward future Lead charges. The Client may request a copy of the current tally at any time by submitting a written request to [email protected]. My Local Ads' tally is the authoritative record of dispute resolutions and applied credits.

20.4 Fees & Payment.

a. Standard Rate and Discounted Rates. The per-Lead pricing applicable to the PPL Program is set forth below.

Standard Rate (3-Month Minimum Commitment):

• In-Person Inspection Booked Lead (Category 1): $85.00 per Lead
• Form Fill Inquiry Lead (Category 2): $35.00 per Lead
• Phone Call Lead (Category 3): $35.00 per Lead

Discounted Rate — 6-Month Commitment (a $10 per-Lead discount from the Standard Rate):

• In-Person Inspection Booked Lead (Category 1): $75.00 per Lead
• Form Fill Inquiry Lead (Category 2): $25.00 per Lead
• Phone Call Lead (Category 3): $25.00 per Lead

Discounted Rate — 12-Month Commitment (a $20 per-Lead discount from the Standard Rate):

• In-Person Inspection Booked Lead (Category 1): $65.00 per Lead
• Form Fill Inquiry Lead (Category 2): $15.00 per Lead
• Phone Call Lead (Category 3): $15.00 per Lead

The Standard Rate applies to Clients on the 3-month minimum commitment (defined in Section 20.8). Clients who elect a 6-month or 12-month Commitment Period receive the corresponding Discounted Rate for the duration of the Commitment Period. All rates are subject to change pursuant to Section 20.4(b).

b. Pricing Changes. My Local Ads may change per-Lead pricing (including both the Standard Rate and any Discounted Rate) at any time upon at least seven (7) calendar days' written notice delivered via email to the Client's account email of record. Pricing changes take effect on the first Lead invoice issued after the notice period elapses. The Client's consent is not required for pricing changes, and per-Lead pricing is not grandfathered, guaranteed, or locked in for any Commitment Period or other period. If the Client objects to a pricing change, My Local Ads reserves the right to terminate the Client's participation in the PPL Program under Section 20.8(d)(iv), and such termination shall not trigger the retroactive rate adjustment under Section 20.8(b). The Client may instead elect to terminate participation in accordance with Section 20.8, subject to the retroactive rate adjustment under Section 20.8(b) if termination occurs during a Commitment Period.

c. Billing Period. Lead charges are billed on a postpaid basis. The Client's invoice cadence is one of two billing periods (each a "Billing Period"). Bi-Weekly Billing is the default Billing Period; the Client may instead elect Monthly Billing in writing at enrollment.

• Monthly Billing: My Local Ads invoices the Client for all qualifying Leads delivered during the preceding calendar month. Invoices are typically issued between the 1st and the 5th day of the following month.
• Bi-Weekly Billing: My Local Ads invoices the Client for all qualifying Leads delivered during the preceding fourteen (14) day period. Invoices are typically issued at the end of each fourteen-day period.

The invoice-issuance windows stated above are target windows provided for the Client's convenience and are not strict deadlines. My Local Ads may issue an invoice for a Billing Period before, within, or after the stated target window without penalty, breach, or waiver of any right. The Client may not dispute, reject, withhold, or refuse payment of an invoice solely on the basis that the invoice was issued outside the stated target window. All Lead charges accrued during a Billing Period remain valid and payable in full regardless of when My Local Ads issues the corresponding invoice. The dispute window for individual Leads under Section 20.3(a) is anchored to the date the Lead was received by the Client and is not extended, restarted, or otherwise affected by the timing of invoice issuance.

d. Billing Period Override. My Local Ads may, upon five (5) business days' written notice, transition the Client from monthly to bi-weekly billing if any of the following occur: (i) the Client's accrued unbilled Lead charges in a single month exceed an amount determined by My Local Ads to present unacceptable credit risk; (ii) the Client has experienced a failed payment in the prior ninety (90) days; or (iii) the Client's projected Lead charges for the current Billing Period, based on the actual Lead delivery pace during the period, are projected to exceed 80% of the Service Fee Cap calculated under Section 20.4(e). My Local Ads shall not transition the Client from bi-weekly to monthly billing except by mutual written agreement.

e. Service Fee Cap. My Local Ads' total Lead charges in any calendar month shall not exceed one hundred percent (100%) of the higher of (i) the Client's actual ad spend paid to advertising platforms during that calendar month, or (ii) the Client's Dedicated Ad Budget Commitment for that calendar month (the "Service Fee Cap"). The Service Fee Cap is measured on a calendar-month basis regardless of the Client's elected Billing Period under Section 20.4(c); bi-weekly invoicing does not pro-rate, divide, or otherwise reduce the Service Fee Cap. The "Dedicated Ad Budget Commitment" is the per-calendar-month advertising budget amount the Client elects in writing at enrollment under Section 20.5(g). Ad spend is calculated in the aggregate across all platforms on which My Local Ads is managing campaigns on the Client's behalf, net of platform refunds and credits.

Auto-Pause. When, during a calendar month, either (i) the Client's ad spend reaches the Dedicated Ad Budget Commitment, or (ii) My Local Ads' accrued Lead charges reach the Service Fee Cap, My Local Ads shall (A) notify the Client that the cap or budget has been reached, and (B) pause the Client's MLA-managed advertising campaigns until the start of the next calendar month. By participating in the PPL Program, the Client expressly authorizes My Local Ads to pause MLA-managed campaigns as necessary to enforce this Section. Auto-pause is an enforcement mechanism, not a termination, and does not affect Leads already generated and pending delivery.

Resumption. My Local Ads shall resume paused campaigns upon the earliest of: (i) the start of the next calendar month; (ii) the Client's payment in full of outstanding agency fees plus written request to [email protected]; or (iii) the Client's approval to waive the Service Fee Cap, given in writing (including email to [email protected] or SMS to a My Local Ads representative) or verbally (including by phone call, in-person meeting, or video meeting). The Client may approve a waiver scoped to either (A) the current calendar month only, or (B) the current calendar month and continuing into subsequent calendar months until the Client revokes the waiver in writing to [email protected]. During an active waiver, My Local Ads may bill agency fees in excess of the Service Fee Cap, and the Client remains responsible for those agency fees. My Local Ads' contemporaneous record of any verbal approval — including written notes, call recordings (where applicable law permits), or follow-up confirmation message to the Client — is the authoritative record of both the Client's approval and the scope of the waiver.

For the avoidance of doubt: The Service Fee Cap limits the amount My Local Ads may bill in a calendar month, calculated as 100% of the higher of actual ad spend or the Dedicated Ad Budget Commitment for that month. Except for the auto-pause authority above, the Client's advertising budget is determined by the Client and paid directly to advertising platforms. This Section does not apply during an active Account Freeze under Section 20.11.

My Local Ads determines the Service Fee Cap, actual ad spend, and accrued Lead charges based on its access to managed advertising accounts.

Example: With a Dedicated Ad Budget Commitment of $2,500 per month, a Client on bi-weekly billing has a Service Fee Cap of $2,500 for the calendar month — not $1,250 per bi-weekly invoice. If My Local Ads' accrued Lead charges reach $2,500 mid-month, even with only $1,000 in actual ad spend so far, MLA notifies the Client and pauses MLA-managed campaigns until the start of the next calendar month. The Client may approve in writing or verbally to waive the Service Fee Cap — either for the current month only or on an ongoing basis — allowing campaigns to resume immediately without any change to the Dedicated Ad Budget Commitment.

f. Transaction Fee. A transaction fee of 2.99% is applied to each Lead invoice and is charged in addition to the Lead charges. The transaction fee is waived for Clients who pay via ACH bank transfer, upon written request submitted to [email protected] at or before enrollment.

g. Payment Method. A valid credit card, debit card, or ACH bank account must be on file at all times. All Lead invoices and the transaction fee (where applicable) are charged automatically to the payment method on file.

h. Failed Payments. If an invoice payment fails or is declined, the Client will be notified by email and given up to five (5) calendar days to update payment information and remit payment in full. If payment is not successfully processed within this period, My Local Ads reserves the right to pause Lead delivery and any related services until payment is received. Continued non-payment beyond ten (10) days may result in termination of the Client's participation in the PPL Program under Section 20.8(d).

20.5 Client Obligations.

a. Responsiveness. The Client shall respond to delivered Leads within a commercially reasonable timeframe. My Local Ads recommends responding within five (5) minutes of Lead delivery. My Local Ads is not responsible for Leads that fail to convert due to delayed Client response.

b. Licensing & Insurance. The Client shall maintain all licenses, permits, insurance, and certifications required by applicable law for the Client's trade or profession throughout participation in the PPL Program.

c. No Reselling. Because Leads are delivered exclusively to the Client under Section 20.6, the Client shall not resell, redistribute, transfer, or share any Lead with any third party. Breach of this Section is a material breach of the PPL Program and grounds for immediate termination under Section 20.8(d).

d. Compliance. The Client shall comply with all applicable laws governing the Client's contact with consumers, including but not limited to the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and applicable state telemarketing and consumer protection laws. The Client is solely responsible for obtaining any additional consents required by law before contacting consumers.

e. Accurate Information. The Client shall provide and maintain accurate service area, trade type, and contact information. My Local Ads is not responsible for misdirected Leads resulting from inaccurate Client-provided information.

f. Direct Payment to Advertising Platforms. The Client shall pay all advertising platform fees, charges, and budgets directly to the applicable advertising platforms (including but not limited to Meta, Google, and TikTok). The Client's payment method shall be on file with each advertising platform. My Local Ads does not collect, hold, or pass through advertising platform fees, and is not responsible for any matters between the Client and any advertising platform, including but not limited to billing disputes, account freezes, chargebacks, refunds, or platform policy enforcement actions.

g. Minimum Advertising Budget. The Client shall maintain a minimum advertising budget of two thousand five hundred dollars ($2,500) per calendar month, paid directly to advertising platforms for campaigns managed by My Local Ads on the Client's behalf. At enrollment, the Client shall elect in writing a Dedicated Ad Budget Commitment (as defined in Section 20.4(e)), expressed as a per-calendar-month dollar amount, at or above this minimum. Increases may be requested in writing at any time; decreases require My Local Ads' written consent and take effect no earlier than the next Billing Period. The minimum advertising budget is a requirement of participation in the PPL Program. Failure to maintain the minimum advertising budget in any calendar month entitles My Local Ads, at its sole discretion, to (i) pause Lead delivery until the minimum is restored, or (ii) terminate the Client's participation in the PPL Program under Section 20.8(d). The minimum advertising budget requirement is waived during any active Account Freeze period under Section 20.11; during such freeze period, the Client's advertising budget shall be zero dollars ($0) as set forth in Section 20.11.

h. Professional Conduct. The Client (and the Client's employees, contractors, and representatives) shall interact with My Local Ads' personnel in a professional manner. The Client shall not engage in verbal abuse, harassment, threats, discriminatory language, or other unprofessional misconduct directed at any My Local Ads employee, agent, or contractor. My Local Ads, in its sole discretion, determines whether conduct violates this Section.

20.6 Lead Exclusivity & Service Areas.

a. Lead Exclusivity. Each Lead delivered under the PPL Program is exclusive to the Client. My Local Ads does not share, resell, or redistribute any Lead to any other contractor or third party.

b. Service Areas Are Not Exclusive. The Client's designated service area is not exclusive. My Local Ads may serve other contractors operating in the same trade or service type within the same geography, and may generate Leads for those other contractors from the same service area, provided that no individual Lead is delivered to more than one contractor.

c. No Guarantee of Volume. My Local Ads does not guarantee a specific volume of Leads in any period. Lead volume depends on market conditions, advertising performance, and consumer demand.

20.7 Data Rights.

a. Ownership. My Local Ads owns all consumer data, lead data, and inquiry data generated through the PPL Program, including but not limited to names, phone numbers, email addresses, and service requests ("Consumer Data"). Consumer Data ownership rests with My Local Ads regardless of the brand, trade name, or other commercial identifier appearing on the advertisements, funnels, or messaging through which the Consumer Data was collected. The display of the Client's branding under Section 20.12 identifies the contractor recipient of the Lead and does not transfer ownership of, or control over, the Consumer Data.

b. Limited License. My Local Ads grants the Client a limited, non-exclusive, non-transferable, revocable license to use Consumer Data solely for the purpose of responding to and servicing the consumer's inquiry. This license terminates upon termination of the Client's participation in the PPL Program.

c. Restrictions. The Client shall not: (i) sell, transfer, or disclose Consumer Data to any third party; (ii) use Consumer Data for any purpose other than servicing the consumer's inquiry; (iii) add Consumer Data to any marketing list or database for unsolicited communications; or (iv) retain Consumer Data after termination of the PPL Program, except (A) as required by applicable law, or (B) any data export provided by My Local Ads under Section 20.8(d), the receipt of which does not waive the restrictions in clauses (i)–(iii) of this Section 20.7(c).

20.8 Term, Commitment Period & Termination.

a. Term & Commitment Period. Participation in the PPL Program requires a minimum commitment ("Commitment Period") of three (3) months. The Client may instead elect, at enrollment, a longer Commitment Period of six (6) months or twelve (12) months. Clients who elect a 6-month or 12-month Commitment Period receive a Discounted Rate as set forth in Section 20.4(a). Participation in the PPL Program begins on the Client's sign-up date and continues for the elected Commitment Period; thereafter the engagement continues on a month-to-month basis at the Standard Rate, unless renewed at a new Commitment Period.

b. Client Termination During Commitment Period — Retroactive Rate Adjustment. The Discounted Rate offered for 6-month and 12-month Commitment Periods is conditional on the Client's completion of the elected Commitment Period. If the Client terminates participation in the PPL Program before the Commitment Period ends, the per-Lead rate for Leads previously delivered during the Commitment Period retroactively adjusts to the Standard Rate set forth in Section 20.4(a), and the Client shall pay the rate differential, subject to the Reconciliation Cap set forth in this Section 20.8(b). The retroactive rate adjustment is capped at a maximum of one hundred twenty (120) days of Lead deliveries (the "Reconciliation Cap"). If more than 120 days have elapsed since the start of the Commitment Period at the time of termination, only Leads delivered within the most recent 120 days (measured back from the date of termination) count toward the rate differential. This rate adjustment compensates My Local Ads for the discount extended in reliance on the Client's commitment and is not a penalty for termination.

Example 1: If the Client signs a 6-month commitment at the Discounted Rate of $75 per In-Person Inspection Booked Lead (a $10 discount from the $85 Standard Rate) and terminates after 3 months (90 days) with 100 such Leads delivered, all 100 Leads count toward the rate differential because 90 days is within the 120-day Reconciliation Cap. The Client will be invoiced $10 × 100 = $1,000 in rate differential.

Example 2: If the Client signs a 12-month commitment at the Discounted Rate of $65 per In-Person Inspection Booked Lead (a $20 discount from the $85 Standard Rate) and terminates after 9 months (270 days) with 300 such Leads delivered in total — 100 of which were delivered within the most recent 120 days prior to termination — only those most-recent-120-day Leads count toward the rate differential. The Client will be invoiced $20 × 100 = $2,000 in rate differential.

c. Client Termination After Commitment Period. After the elected Commitment Period concludes (or upon completion of the 3-month minimum for Clients on the Standard Rate), the Client may terminate participation in the PPL Program at any time by providing written notice to [email protected]. Upon termination: (i) Leads in the delivery pipeline at the time of termination will be delivered and billed as normal in the next applicable Billing Period; (ii) the Client remains responsible for all accrued and unpaid Lead charges, including the rate differential under Section 20.8(b) if applicable; and (iii) the Client's license to Consumer Data terminates, subject to Section 20.7(c).

d. Agency Termination. My Local Ads may terminate the Client's participation in the PPL Program immediately upon: (i) non-payment or failed payment not cured within five (5) business days of notice; (ii) violation of Section 20.5 (Client Obligations), including Lead reselling; (iii) abuse of the dispute process under Section 20.3; (iv) violation of Section 20.5(h) (Professional Conduct), as determined by My Local Ads in its sole discretion; or (v) at My Local Ads' sole discretion with thirty (30) days' written notice.

Confirmation and Effect. My Local Ads will confirm any termination under this Section 20.8(d) via email to the Client's account email of record. Termination under Section 20.8(d)(i)–(iv) takes effect immediately upon issuance of the confirmation email and requires no prior notice. My Local Ads may, but is not required to, issue a warning or provide an opportunity to de-escalate or cure before terminating; the decision to issue or withhold such a warning, and the decision to terminate or to reverse a prior termination, rests in My Local Ads' sole discretion.

Survival of Payment Obligations. Termination under any provision of this Section 20.8(d), including discretionary termination under Section 20.8(d)(v), does not relieve the Client of any accrued or unpaid obligations to My Local Ads, including but not limited to (A) Lead charges for Leads delivered prior to and including the date of termination; (B) the retroactive rate adjustment under Section 20.8(b) where applicable under Section 20.8(e); (C) the Setup Fee to the extent earned; and (D) any other amounts due for services already provided. My Local Ads retains all rights to invoice, collect, and pursue payment of such amounts in accordance with Section 10.5 and applicable law.

Off-Boarding Support and Data Export. Notwithstanding termination, My Local Ads will provide reasonable off-boarding support if requested by the Client, including a one-time export of the Client's lead data and opportunity data from the My Local Ads CRM. Off-boarding support and the data export are provided as a courtesy at My Local Ads' reasonable discretion as to scope, format, and timing. The Client's receipt of any data export does not modify or waive the Client's continuing obligations under Section 20.7 (Data Rights).

e. Effect of Agency Termination During Commitment Period. If My Local Ads terminates the Client under Section 20.8(d)(i), (ii), (iii), or (iv) before the end of the Client's elected Commitment Period, the retroactive rate adjustment under Section 20.8(b) shall apply. If My Local Ads terminates the Client under Section 20.8(d)(v) (sole discretion) before the end of the Client's elected Commitment Period, no retroactive rate adjustment applies and the Client's rates for delivered Leads remain at the Discounted Rate.

f. Survival. The following Sections survive termination of the PPL Program: Section 20.3 (Disputes & Credits, for disputes filed prior to termination); Section 20.4 (Fees & Payment, for invoices covering Leads delivered prior to termination); Section 20.7 (Data Rights); Section 20.8(b)–(c) and 20.8(e) (rate differential obligations); Section 20.9 (Limitation of Liability); Section 20.10 (Setup Fee, to the extent earned); and Section 20.12 (Customer Brand & Marketing Assets, with respect to wind-down).

20.9 Limitation of Liability.

a. No Guarantees. My Local Ads does not guarantee the volume, quality, or conversion rate of Leads or Appointments delivered through the PPL Program. The Client is solely responsible for converting Leads and Appointments into paying customers.

b. Liability Cap. In no event shall the total liability of My Local Ads arising from the PPL Program exceed the total amount paid by the Client for PPL Program services in the three (3) months immediately preceding the event giving rise to the claim.

c. Exclusion of Damages. In no event shall My Local Ads be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, or loss of business opportunity, arising from the PPL Program.

20.10 Setup Fee.

a. Amount and Timing. The Client shall pay a setup fee of two thousand five hundred dollars ($2,500) (the "Setup Fee") on the day of the Client's sign-up for the PPL Program. The Setup Fee covers My Local Ads' initial onboarding, account configuration, campaign setup, funnel build, and related services rendered prior to first Lead delivery.

b. Default Non-Refundable. The Setup Fee is non-refundable except as expressly provided in a written agreement between the Client and My Local Ads. Such a written agreement may be executed at sign-up or at any time thereafter. Absent such a written agreement, the Setup Fee is fully earned by My Local Ads on the day of sign-up and is not refundable under any circumstances.

c. Discretionary Refund Contingencies and Approval. Any written agreement under Section 20.10(b) must set forth the specific contingencies that must be satisfied for a refund or credit of the Setup Fee. A refund or credit of the Setup Fee becomes available only when (i) the specified contingencies have been satisfied, and (ii) My Local Ads, in its sole discretion, confirms in writing that those contingencies have been satisfied and approves the refund or credit. If My Local Ads, in its sole discretion, determines that the contingencies have not been satisfied — or declines to approve the refund or credit — the Setup Fee remains fully earned by My Local Ads and is non-refundable under any circumstances. Oral statements, marketing materials, and any communications outside such written agreement do not create any obligation by My Local Ads to refund the Setup Fee.

20.11 Account Freeze.

a. Freeze Option. The Client may, upon written request to [email protected], elect to freeze the Client's PPL Program account for an indefinite period in exchange for a monthly fee of two hundred fifty dollars ($250) (the "Freeze Fee"). The Freeze Fee is billed monthly in advance to the Client's payment method on file.

b. What the Freeze Preserves. During an active freeze period: (i) the Client's advertising campaigns and creative assets are preserved; (ii) the Client's advertising accounts (Meta, Google, TikTok, and any other platforms managed by My Local Ads on the Client's behalf) are maintained in good standing to the extent within My Local Ads' control; (iii) My Local Ads continues to provide advertising-related customer support to the Client; and (iv) the Client's advertising funnels are preserved.

c. What the Freeze Does Not Preserve. The Freeze Fee does not entitle the Client to: (i) Lead delivery (Lead delivery is paused during the freeze period); (ii) any guarantee, lock-in, or preservation of future per-Lead pricing (Standard Rate and Discounted Rate are subject to change under Section 20.4(b) during the freeze period); or (iii) any guarantee of advertising platform behavior, including approvals, account suspensions, or platform policy changes during the freeze period.

d. Ads Paused During Freeze; No Ad Spend. During an active freeze period, the Client's advertising campaigns shall be paused and the Client's advertising budget for the duration of the freeze period shall be zero dollars ($0). The minimum advertising budget requirement under Section 20.5(g) is waived during the freeze period. Continuing to operate advertising campaigns, or to spend on advertising platforms for campaigns within the scope of the PPL Program, during an active freeze period constitutes a material breach of these Terms and grounds for immediate termination of the freeze and the Client's PPL Program participation under Section 20.8(d). In the event of such breach, My Local Ads is entitled to invoice the Client for all Leads generated during the breach period at the Standard Rate set forth in Section 20.4(a), without application of any Discounted Rate.

e. Resuming Service. Upon the Client's written request to resume PPL Program service, the Client is not required to pay the Setup Fee again. Per-Lead pricing upon resumption will be the then-current Standard Rate or Discounted Rate applicable to the Client's elected Commitment Period at the time of resumption.

f. Non-Payment of Freeze Fee. Failure to pay the Freeze Fee is governed by Section 20.4(h) (Failed Payments). Continued non-payment of the Freeze Fee beyond the cure period may result in termination of the Client's PPL Program account at My Local Ads' sole discretion.

g. Non-Refundable. The Freeze Fee is non-refundable under all circumstances.

20.12 Customer Brand & Marketing Assets.

a. Customer-Branded Campaigns. Unless otherwise agreed in writing, advertising campaigns, lead-capture funnels, email communications, and SMS communications produced and managed by My Local Ads on the Client's behalf under the PPL Program shall display the Client's brand, trade name, and other commercial identifiers (the "Client Brand Assets") rather than My Local Ads' brand.

b. Limited License Grant by Client. The Client grants My Local Ads a limited, non-exclusive, non-transferable, royalty-free license to use the Client Brand Assets solely for the purpose of operating PPL Program services on the Client's behalf. This license terminates upon termination of the Client's participation in the PPL Program, subject to a reasonable wind-down period during which My Local Ads removes the Client Brand Assets from active campaigns, funnels, and messaging.

c. Client Warranty. The Client represents and warrants that: (i) the Client owns or has the right to license all Client Brand Assets provided to My Local Ads; (ii) My Local Ads' use of the Client Brand Assets as contemplated by this Section 20.12 does not infringe any intellectual property, publicity, or other right of any third party; and (iii) the Client has the authority to bind any third party (such as a parent entity, franchisor, or licensor) whose rights are implicated by My Local Ads' use of the Client Brand Assets.

d. Indemnification. The Client shall indemnify, defend, and hold harmless My Local Ads, its employees, agents, and affiliates from any claim, damage, loss, liability, or expense (including reasonable attorneys' fees) arising from or related to the Client Brand Assets, including any claim that My Local Ads' use of the Client Brand Assets as contemplated by this Section 20.12 infringes or violates a third party's rights.

e. MLA-Produced Creative. Creative assets produced by My Local Ads (including ad copy, ad images, video creative, landing page templates, funnel designs, and automation configurations) remain My Local Ads' intellectual property as set forth in Section 3. The Client Brand Assets remain the Client's property. My Local Ads' license to use the Client Brand Assets is limited as set forth in this Section 20.12.