Terms of Service

1. Services

LocalCred (“we,” “us,” “our”), operated by Elevated Guild, LLC, a Colorado limited liability company, provides custom web design, development, hosting, and ongoing maintenance services for local businesses under a monthly subscription model (“Services”). The specific scope, deliverables, and plan details are defined at the time of enrollment and may be modified by mutual written agreement.

2. Subscription & Payment

All plans are billed monthly in advance. Your subscription begins on the date your first payment is processed. By subscribing, you (“Client,” “you,” “your”) agree to pay the monthly fee for your selected plan for the duration of your subscription.

Late or failed payments may result in suspension of hosting and maintenance services. If payment is not received within 14 days of the due date, we reserve the right to take your site offline until the balance is resolved. You remain responsible for all fees accrued during any suspension period.

After the initial 12-month commitment period, your subscription will automatically renew on a month-to-month basis at the then-current rate for your plan. We will provide at least 30 days' written notice before any rate increase takes effect. You may cancel your subscription at any time after the minimum commitment period with 30 days' written notice.

3. Minimum Commitment & Early Termination

All plans require a minimum 12-month commitment. This commitment reflects the significant upfront investment LocalCred makes in custom design, development, and deployment of your website prior to and during the subscription period.

If you cancel or terminate your subscription before completing 12 months of continuous paid service, an early termination fee applies. The fee is calculated as the lesser of:

• The sum of remaining monthly payments through month 12 of your subscription, or
• A flat early termination fee of $1,500.00.

The parties acknowledge and agree that this early termination fee represents a reasonable estimate of LocalCred's losses resulting from early cancellation, including but not limited to unrecovered development costs, resource allocation, and opportunity costs, and is not intended as a penalty. This provision shall be interpreted as a liquidated damages clause under Colorado law.

After completing 12 months of continuous paid service, you may cancel at any time with 30 days' written notice. No early termination fee applies after the minimum commitment period.

4. Cancellation & Site Transition

Upon cancellation (after satisfying any applicable minimum commitment or early termination obligations), your site will remain live through the end of your current billing period. After that date, hosting and maintenance will cease and the site will be taken offline.

Code export is available under the following conditions:

• After the minimum commitment period: You may request a full export of your website source code at any time. We will provide the codebase within 7 business days of a written request.
• During the minimum commitment period: Code export is available only upon payment of all outstanding balances including any applicable early termination fee. The code will be provided within 7 business days of receipt of final payment.

You are responsible for your own hosting, domain management, and maintenance after cancellation and code export.

We offer a 30-day reactivation grace period after cancellation, during which you may reactivate your subscription at the same plan and rate without a new setup process.

5. Intellectual Property

Assignment of deliverables. Upon completion of the minimum 12-month commitment period and payment of all outstanding balances, LocalCred hereby assigns to you all right, title, and interest in the custom code, design assets, and content created specifically for your project (“Deliverables”), subject to the exceptions below.

License during commitment period. During the minimum commitment period, LocalCred grants you a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely through the hosted website we provide as part of your subscription. During this period, you may not copy, redistribute, resell, sublicense, or independently host the Deliverables.

LocalCred retained rights. LocalCred retains all right, title, and interest in: (a) general techniques, methodologies, tools, and know-how; (b) reusable frameworks, libraries, and non-client-specific components; and (c) any pre-existing intellectual property used in the creation of the Deliverables. These retained rights are not affected by the assignment of Deliverables.

Portfolio use. We may feature your completed project in our portfolio, marketing materials, and case studies unless you request otherwise in writing.

Third-party assets. Fonts, stock images, icons, and third-party plugins or libraries used in your project are subject to their own license terms. We will identify any third-party assets used and their applicable licenses upon request.

6. Client Responsibilities & Content

You are responsible for providing all content (text, images, logos, branding) needed for your website in a timely manner. Delays in content delivery may affect project timelines.

You represent and warrant that all content you provide is owned by you or that you have the necessary rights and permissions to use it, and that such content does not infringe on the intellectual property rights, privacy rights, or other rights of any third party.

7. Indemnification

Client indemnification. You agree to indemnify, defend, and hold harmless LocalCred, Elevated Guild, LLC, and their members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) content you provide or authorize for use on your website; (b) your use of the website or Services in violation of these Terms; or (c) your violation of any applicable law or regulation.

LocalCred indemnification. LocalCred agrees to indemnify, defend, and hold harmless Client from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) infringement of third-party intellectual property rights by LocalCred's proprietary tools, frameworks, or pre-existing components (excluding client-provided content and third-party assets); or (b) LocalCred's gross negligence or willful misconduct in the performance of Services.

8. Warranty Disclaimer

Except as expressly set forth in these Terms, the Services are provided “as is” and “as available.” LocalCred disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by Colorado law.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. We do not guarantee specific business outcomes, search engine rankings, conversion rates, or revenue results from the use of your website.

9. Limitation of Liability

To the fullest extent permitted by law, LocalCred's total aggregate liability for any and all claims arising out of or related to these Terms or the Services is limited to the total amount you have actually paid to LocalCred in the 12 months immediately preceding the event giving rise to the claim.

In no event shall LocalCred be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost revenue, lost profits, loss of data, loss of business opportunities, or cost of procurement of substitute services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if LocalCred has been advised of the possibility of such damages.

10. Service Level & Hosting

Websites are hosted on Cloudflare (or a comparable hosting provider at our discretion) with SSL certificates included. While we target high availability, we do not guarantee 100% uptime except as specified for Enterprise plan subscribers, who receive a 99.9% uptime SLA with service credits for qualifying downtime as defined in the Enterprise plan agreement.

Content updates are included per your plan: 1 per month for Starter, 3 per month for Growth, and unlimited for Pro and Enterprise. Additional updates beyond your plan allowance may be billed at our then-current hourly rate.

11. Acceptable Use

You agree not to use our Services for any unlawful purpose or to host content that is defamatory, fraudulent, obscene, threatening, or that infringes on the intellectual property or other rights of any third party. We reserve the right to suspend or terminate Services immediately, without refund, for violations of this policy.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, power failures, internet or telecommunications failures, third-party hosting provider outages, government actions, or cyberattacks.

13. Dispute Resolution

Informal resolution. Before initiating any formal dispute resolution, the parties agree to attempt informal resolution by sending written notice describing the dispute and proposed resolution. The parties shall negotiate in good faith for at least 30 days before pursuing other remedies.

Binding arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall take place in Jefferson County, Colorado. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Small claims exception. Either party may bring an individual action in small claims court in Jefferson County, Colorado, for disputes within the court's jurisdictional limits.

No class actions. All disputes shall be resolved on an individual basis. Neither party shall bring or participate in any class action, collective action, or representative proceeding.

14. Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

15. Modifications to Terms

We may update these Terms from time to time. Material changes will be communicated via email to the address associated with your account at least 30 days before they take effect. Continued use of our Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may cancel your subscription in accordance with the cancellation provisions above.

16. General Provisions

Governing law. These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

Severability. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Entire agreement. These Terms, together with any written proposal, statement of work, or plan enrollment agreed upon by the parties, constitute the entire agreement between you and LocalCred with respect to the Services and supersede all prior or contemporaneous communications, proposals, and representations, whether oral or written.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or your subscription without our prior written consent. LocalCred may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Contact

Questions about these Terms? Reach us at hello@localcred.co.