Payment Terms

GENERAL TERMS AND CONDITIONS OF SERVICE

By executing the Proposal to which these General Terms and Conditions of Service are attached, the client named in the Proposal (the “Client”) hereby acknowledges and agrees that these General Terms and Conditions of Service, together with the Proposal, shall govern the provision of services to Client by Boost Local, Inc. (“Boost Local”): 

1. Agreement.      These General Terms and Conditions of Service, together with the Proposal, contain the entire agreement between the parties with respect to services to be provided to Client by Boost Local (the “Agreement”), and supersede any previous proposals, agreements and understanding between the parties. No amendment or modification to the Agreement shall be effective unless reduced to a writing that is executed by both parties.
2. Independent Contractor. In performing the services for the Client, Boost Local will be acting as an independent contractor in relation to Client. Nothing herein shall create an employer-employee relationship, partnership, or joint venture relationship between Boost Local and Client for any purpose.
3. Standard of Performance.          At all relevant times, Boost Local will adhere to the following standards of performance: (a) Each of its employees assigned to perform services to Client will have the proper skill, training, and background necessary to perform the services in a competent manner; (b) All consulting and development services provided by Boost Local will be performed in a competent and workmanlike fashion and in accordance with customary industry standards; (c) each and every deliverable will conform in all material respects to the specifications for the same as mutually agreed to in writing by Client and Boost Local; (d) any deliverable that is created by Boost Local and used or distributed will not knowingly infringe upon the intellectual property rights of third parties; and (e) Boost Local will be responsible for compliance with all federal, state and local laws and regulations in connection with the performance of services.
4. Client Obligations.      
   a) Client is responsible for, and will pay all third party paid advertising fees directly to said third party, such as an ad network. These networks may include, but are not limited to Google Ads, Microsoft Ads, Meta, and other ad networks as incorporated into our service offering in the future.
   b) Boost Local is not responsible for any actions or inactions of Client or third party vendors.
   c) Client will supply all images, photography, graphics, sound files, video and any other media assets in digital format, as specified by Boost Local. If additional image or media resources are required (such as: art direction, photo/sound research, stock photography/media licenses, photographers, videos, creation of custom graphics, and/or graphic design), Boost Local will notify Client. Client is solely responsible for photography, media licenses, trademarks, and securing intellectual property rights to any assets used to further any marketing campaign or on their site if provided to Boost Local by Client.
   d) Unless otherwise set forth in the Proposal, integration of any new or existing website application functionality is not included in the scope of the services to be provided by Boost Local, nor is the implementation of new page template designs to existing applications.
   e) Estimated figures in the Proposal do not include project expenses, such as: travel; overnight couriers and messengers; purchase, licensing, or royalty fees or search engine fees, pay-per-click fees, advertising or banner fees, software, photography, images, illustrations, music or video clips, color printing, press releases, and preparation of presentation materials. All such reimbursable expenses will be invoiced. All Project Expenses must receive prior written approval from Client. On-site visits requiring Boost Local employees to travel are billed at six thousand ($6,000) dollars per day plus travel expenses. Services of a general nature and not included under the Proposal will be billed at $200 per labor hour.
   f) Relevant software licenses, such as analytics or CRM software, are to be purchased by Client and are not included in the project costs of the Proposal.
   g) Client understands that they are responsible for providing timely feedback and schedules can and will be extended due to feedback. Client also understands and accepts that they are responsible for providing content and revisions in a timely manner. Boost Local is not liable for any schedule issues or delays that arise during project work and services. If Client is not responsive for thirty (30) consecutive days, all projects will be considered abandoned by the Client and all outstanding fees will be immediately due and payable, regardless of the completion status of the project. However, any subscription or recurring engagement with Boost Local shall continue until terminated in accordance with these General Terms and Conditions of Service.
   h) Verbal or written abuse of any kind (including threats of abuse or retribution) of any Boost Local employee, member, or officer may result in immediate termination of service. Client acknowledges and agrees that no refund shall be due to Client in the event of termination for verbal or written abuse.
   i) Subject to applicable law, Boost Local reserves the right to decline providing services to Client for any or no reason at Boost Local’s sole discretion. Boost Local reserves the right to refuse to create content that Boost Local finds in its sole discretion to be offensive, dangerous, immoral or otherwise in conflict with the values of Boost Local.
   j) Boost Local will provide revisions for web design and creative projects as outlined in the service tier. Client acknowledges and agrees that any revisions in excess of two shall be billable at a rate of $700 per revision.
   k) Client acknowledges and agrees that the scope of services outlined in the proposal represents capabilities of our team and what service Boost Local is willing and able to render. Client is responsible for determining an appropriate budget allocation for any paid initiatives, and providing all account access/information for any non-paid initiatives. While many marketing campaign types may be supported by our scope of service, opting out of or omitting any specific service will not constitute a breach of contract or failure to render service by Boost Local. 
   l) Client is to pay for all direct mail expenses such as list purchases, postage, printing, and other related expenses as applicable.
5. Intellectual Property.   Boost Local hereby assigns to Client all ownership interests in all work product produced for Client by Boost Local, including all work product posted to the Client’s website, including all campaigns, content, meta-information, webpages, tags and images. However, Boost Local retains ownership of its intellectual property that existed before the effective date of the Agreement and all intellectual property created by Boost Local of a general nature and not specifically tied to Client’s business. Boost Local also retains ownership of (a) its proposals, (b) webpages and content not on the Client’s network, (c) its reporting platform and software and all data captured through such platform or software, and (d) all marketing strategies, provided however that Client can access all keywords and targeting available thru Google Ads, Microsoft Ads, Meta Ads, and any other ad networks as may be applicable. Websites provided by Boost Local to Client as part of marketing services shall immediately become the property of Client upon delivery of the website to Client. Upon termination of marketing services, Client has the option to pay Boost Local a $99 monthly fee for hosting and continued support of the website or may transfer the website to a hosting provider of its choice. If Client requests Boost Local handle such transfer, a fee of $500 shall be due and payable in advance to compensate Boost Local for the labor required to handle the transfer.
6. Term.   The term of the Agreement will commence upon the latter of the execution of the Agreement by each of the parties hereto, or the date of the first payment, and shall automatically renew monthly until terminated by either party as set forth below.
7. Termination.     Unless otherwise stated in the Proposal, either party may terminate the Agreement for convenience by providing not less than three (3) days advance written notice of the effective termination date, which effective termination date must be the last day of the current subscription period. Written notice of termination may be emailed to cancel@tryboostlocal.com or delivered via mail to 1900 Reston Metro Plaza, Suite 600, Reston, VA 20190. Client will direct Boost Local to either leave ad campaigns enabled or to pause them when it delivers this termination notice - if this directive is not provided Boost Local shall, in its sole discretion, determine whether to leave all campaigns enabled or paused.
8. Invoices.           Fees are due and payable according to the schedule set forth in the Proposal. Unless otherwise set forth in the Proposal, fees shall be paid in advance of the services being provided. Upon termination notice, all remaining fees payable under this Agreement shall immediately become due. Boost Local reserves the right to modify any recurring, monthly fees payable by Client upon not less than thirty (30) days’ advance notice to Client. If Client fails to render timely payment for services, Boost Local reserves the right to suspend service without terminating this Agreement.
   
   Boost Local may assess an additional fee for our answering services based on Client usage. Client acknowledges and agrees that due to the nature of these usage based expenses, time is of the essence to prevent a service disruption so a prior notice period is not reasonable. Boost Local will bill for answering service usage as defined in the table below. Boost Local will provide the first 60 minutes of answering services at $0 cost to Client. All usage in excess of 60 minutes per month will result in the Client being enrolled into one of the plans below based on the needed usage:
   

   Plan	Minutes	Price (monthly)
   Included	60	$0
   100 Minute Plan	100	$240
   220 Minute Plan	220	$405
   500 Minute Plan	500	$980
   1000 Minute Plan	1000	$1,800
   2500 Minute Plan	2500	$4,400
   5000 Minute Plan	5000	$8,475
   10,000 Minute Plan	10000	$15,900

   
   
   
9. Collection Costs.             In the event of any litigation to enforce the terms of the Agreement, Boost Local shall be entitled to recover its reasonable attorney fees and court costs from Client if Boost Local prevails in such action. The parties agree that if Boost Local is forced to engage counsel to collect any sum due under the Agreement, attorney fees in an amount equal to twenty-five percent (25%) of the sum due shall be deemed reasonable. In addition, interest shall accrue on any monetary judgment awarded to Boost Local at the rate of eighteen percent (18%) per annum.
10. Non-Solicitation and Finder’s Fee.           During the period of time that Boost Local provides services to Client, and for a period of twenty-four (24) months thereafter, Client agrees not to directly or indirectly hire or engage any employee or independent contractor of Boost Local to provide services that are the same or substantially similar to the services provided by Boost Local to Client. In the event of any violation of the foregoing covenant, Client shall be responsible to pay to Boost Local a finder’s fee in an amount equal to twenty thousand dollars ($20,000 USD). Client agrees that the finder’s fee is not a penalty and represents reasonable compensation for Boost Local’s efforts in finding and training the subject person. The foregoing requirement may be waived only with the written consent of an authorized officer of Boost Local.
11. Confidential Information.           In connection with the performance of the services for Client, both Boost Local and Client recognize that there is a need to disclose to one another certain confidential or proprietary information. All such information (including, without limitation, product plans, data, software and technology, financial information, contracts, marketing plans, proposals, business opportunities, pricing information, customer information, processes, inventions, know-how, and manner and methods of conducting business) that is delivered or revealed by one party (the “Disclosing Party”) to the other party (the “Recipient”), regardless of the manner in which it is furnished, is referred to herein as “Confidential Information”. Client acknowledges and agrees that all reports, spreadsheets, proposals, and analyses provided by Boost Local in connection with the performance of the services are considered Confidential Information to the extent such materials contain information that is otherwise considered Confidential Information, inclusive of Boost Local’s pricing, processes, know-how, and manner and methods of conducting business. “Confidential Information” does not include information that is or becomes generally available to the public other than as a result of the breach of the terms of the Agreement. Recipient agrees not to disclose, publish or disseminate the Confidential Information to any third parties or to any of its employees except those employees who have a need to know the Confidential Information for accomplishing the stated purposes described herein. Such employees shall be made aware that the information is confidential.  Recipient agrees that it shall treat the Confidential Information with the same degree of care as it accords to its own confidential information of a similar nature, provided that in no event shall Recipient exercise less than reasonable care to protect the Confidential Information. If the Recipient receives a subpoena or other valid administrative or judicial notice requesting the disclosure of Confidential Information, the Recipient will promptly notify the Disclosing Party. If requested, the Recipient will provide reasonable cooperation to the Disclosing Party in resisting or limiting the disclosure at the expense of the Disclosing Party. Subject to its obligations stated in the preceding sentence, the Recipient may comply with any binding subpoena or other process to the extent required by law, but will in doing so make every reasonable effort to secure confidential treatment of any materials disclosed.
12. Indemnification. Each party shall indemnify, defend, and hold the other party harmless against any expense, cost (including reasonable attorney fees and costs), liability, damage, claim, suit or judgment for all expenses, costs, liabilities, damages, claims, suits or judgments based on a claim that a party’s products, services, instructions, content, images, video, digital media, domain names or other property causes injury, or otherwise damages the property, persons or rights of another, including claims for injury and improper use of copyrights, trademarks or service marks.
13. Disclaimer.      Boost Local shall not be liable for any actions or inactions of third parties. Third parties include, without limitation, web hosting providers, website platforms, and advertising networks or platforms.  Boost Local does not warrant that the services will be uninterrupted, timely, secure, or error-free. Boost Local does not warrant that the quality of any products, services, or other materials purchased or obtained by Client will meet Client’s expectations. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liability. Neither party shall be liable for any incidental, exemplary, special, punitive nor indirect damages, including lost business profits and loss, damage or destruction of data, even if that party has been advised of the possibility of the same. The cumulative liability of Boost Local for all claims arising under or in connection with its engagement for Client shall not exceed the total amount of all fees paid or payable to Boost Local by Client during the six (6) months preceding the event first giving rise to the imposition of liability.
15. Force Majeure.   Neither party shall be in default of its obligations to the other party (excluding any payment obligations) to the extent the failure to perform its obligations is caused by conditions beyond that party’s control, such as acts of God, war, terrorism, civil commotion, environmental disasters, strikes, labor disputes, search engine algorithmic changes, power and online connectivity outages, malicious attacks by third parties, or governmental demands or requirements beyond that party’s control.
16. Public Relations.            After the first thirty (30) days of the engagement, and without prior written approval, a party may use the other party’s name in a commercially reasonable manner, such as to identify the other party as a service provider or client. Client authorizes Boost Local to showcase work product and results, such as website revisions including before and after screenshots, campaign performance improvements and metrics, testimonials, reviews, creative assets and imagery, and other commercially reasonable demonstrations of results attained by Boost Local on behalf of Client.
17. Assignment.     Client may not assign any of its rights or obligations under the Agreement without the express written consent of Boost Local. Boost Local may assign its rights and obligations under this Agreement without the consent of Client.
18. Severability.    If a court of competent jurisdiction holds any of the provisions of the Agreement to be illegal, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions, or any portion of them, will remain unaffected, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the parties’ intent.
19. Notices. Notices under the Agreement shall be sent in writing to each party at the address set forth in the Proposal, or to such other address as designated in writing in accordance with this section. Notices shall be delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested. Notices are deemed delivered on the date of confirmed receipt or of refusal of acceptance. Notices to Boost Local may be mailed to 1900 Reston Metro Plaza, Suite 600, Reston, VA 20190 or emailed to notices@tryboostlocal.com.
20. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to the conflicts of laws and provisions thereof. A court of competent jurisdiction in Fairfax County, Virginia, shall be the sole and exclusive venue and jurisdiction of any claim that arises under or in connection with the Agreement or otherwise existing between the parties. Each party waives its right to a trial by jury in connection with any such action or judicial proceeding.
21. No Waiver.      The failure of Boost Local to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
22. Acknowledgment.           Client warrants and represents that: (a) it has had the opportunity to obtain the advice of counsel in connection with its review of the Agreement; (b) it has carefully read the Agreement, having had ample time to do so, and knows and understands its contents and its legal effect; (c) it has entered into the Agreement of its own freewill and accord, in accordance with its own judgment and intending to be legally bound hereby; (d) it has not relied on any representation or warranty not herein set forth; and (e) the persons signing the Agreement have the requisite power and authority to execute the Agreement and to thereby bind the party on whose behalf it is being signed, and all predecessors and successors in interest to that party.
23. Counterparts.  The Agreement may be executed in counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original.
24. Electronic Signatures.  The parties acknowledge that electronic signatures to the Agreement will be enforceable to the same extent as original, hand-written signatures. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record. The parties hereto (i) agree that an electronic signature, whether digital or encrypted, is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures on any document sent or delivered by electronic mail or other electronic means, (iii) are aware that the other party will rely on such electronic signatures, and (iv) hereby waive any defenses to the enforcement of the terms of the Agreement based on the foregoing forms of signature.  If the Agreement has been executed by electronic signature, all parties executing the Agreement are expressly consenting under the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), and Uniform Electronic Transactions Act (“UETA”), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.