Terms of Service

Section 1: Intellectual Property Ownership & License Grant

1.1 Ownership

All websites, web applications, code, templates, design assets, graphics, copy written by LocalCred, configurations, and related materials created or provided by Elevated Guild, LLC d/b/a LocalCred (“LocalCred”) — including any customizations made for Client — are and shall remain the sole and exclusive intellectual property of Elevated Guild, LLC.

This includes, but is not limited to:

• HTML, CSS, JavaScript, and any other source code
• Page layouts, visual designs, and UI components
• Custom-built templates and theme configurations
• Third-party integrations configured by LocalCred
• Any derivative works built on LocalCred's proprietary frameworks or templates

Client acknowledges that no work-for-hire relationship exists with respect to the website or any deliverable, and that nothing in this Agreement transfers ownership of any intellectual property to Client.

1.2 License Grant

Subject to Client's continued payment of the applicable subscription fee, Elevated Guild, LLC grants Client a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the live website hosted by LocalCred
• Display the website to end users for Client's legitimate business purposes
• Provide content updates as permitted under Client's subscription tier

This license is personal to Client and may not be sublicensed, transferred, or assigned without the prior written consent of Elevated Guild, LLC. The license terminates automatically upon cancellation or termination of the subscription for any reason.

1.3 Client-Provided Content

Client retains full ownership of all content, text, images, logos, trademarks, and other materials that Client provides to LocalCred for inclusion on the website (“Client Content”). Client grants Elevated Guild, LLC a limited, non-exclusive license to use Client Content solely for the purpose of building, maintaining, and operating the website during the subscription term.

LocalCred makes no claim to Client Content and will not use it for any purpose beyond delivering the agreed services. Upon cancellation or termination, Client may retrieve their Client Content within 30 calendar days as described in Section 4.1.

1.4 No Implied License; No Code Transfer

No rights are granted to Client beyond the express license described in Section 1.2. Client may not:

• Copy, download, or extract the website's source code
• Reverse-engineer, decompile, or attempt to recreate LocalCred's codebase
• Use any portion of the website or its underlying code outside of the hosted environment provided by LocalCred
• Transfer or port the website to another hosting provider without Elevated Guild, LLC's prior written consent

No source code, design files, templates, or other LocalCred proprietary assets will be transferred to Client under any circumstances — including upon cancellation, refund, or termination. Clients retain only their own Client Content as defined in Section 1.3 and described in Section 4.

Section 2: Subscription & Access

2.1 Subscription Plans

LocalCred offers four (4) tiered subscription plans:

Annual billing rates reflect a discount of approximately 17% off monthly pricing. The one-time setup fee is waived for clients who elect annual billing at signup. The features and service levels associated with each tier are described at localcred.co/pricing and may be updated with reasonable notice as described in Section 2.4.

The Apex tier is LocalCred's enterprise-level plan and is presented separately from the standard three-tier managed growth plans on LocalCred's pricing page. All four tiers are governed equally by this Agreement.

2.2 Billing Cycles

Clients may elect either monthly or annual billing at signup or at renewal.

(a) Monthly Billing. Monthly subscriptions are billed in advance on Client's billing cycle date. The first monthly charge is due at signup.

(b) Annual Billing. Clients who elect annual billing are charged the full annual fee in advance at signup or at renewal. Annual subscriptions automatically renew at the end of each annual term unless cancelled in advance as described in Section 2B.7. The annual rate reflects a discount of approximately 17% off the standard monthly rate and is subject to change at renewal with 30 days' prior written notice.

(c) Auto-Renewal Disclosure — Annual Plans. By electing annual billing, Client expressly acknowledges and agrees that the annual subscription will automatically renew for successive annual terms at the then-current annual rate unless Client cancels before the renewal date as described in Section 2B.7. LocalCred will provide advance written notice of renewal no less than 30 calendar days before the renewal billing date, including the renewal amount and instructions to cancel.

(d) Setup Fee. For monthly plan clients, a one-time setup fee (as defined in Section 2B.0) is charged at signup. The setup fee is waived for clients who elect annual billing at signup.

(e) Failed Payments. Failure to pay any subscription amount due within 7 calendar days of the due date may result in suspension of the website and LocalCred directory listing. See Section 2B.4.

2.3 Scope of Access

The subscription grants Client access to:

• The live, hosted website built and maintained by LocalCred
• A listing in the LocalCred Network (localcred.co) for the duration of the active subscription
• Any included support, maintenance, or communication services defined for Client's subscription tier

The subscription does not grant Client ownership of, or access to, the underlying source code, design files, or hosting infrastructure.

Availability of specific features — including the LocalCred directory listing — is contingent on continued active subscription status. Upon cancellation or termination, the directory listing will be removed as described in Section 3.3.

2.4 Plan Changes

Clients may upgrade or downgrade their subscription plan at any time. Upgrades take effect immediately; downgrades take effect at the start of the next billing cycle. Elevated Guild, LLC reserves the right to adjust pricing with 30 days' prior written notice.

Section 2B: Billing, Refunds & Cancellation Policy

2B.0 Setup Fee

For clients on monthly billing plans, a one-time setup fee is charged at signup:

The setup fee covers the cost of initial website design, build, and onboarding. It is a separate charge from the recurring subscription fee and is not credited toward any subscription payment.

The setup fee is waived entirely for clients who elect annual billing at signup.

Refundability of Setup Fee:

(a) Within the 30-Day Money-Back Guarantee Window (Section 2B.3): If Client requests a refund under the 30-Day Money-Back Guarantee, the setup fee is fully included in the refund. Client receives a refund of both the setup fee and the first subscription payment.

(b) Cancellation Before Site Launch (Within 7 Days of Signup): If Client cancels before the website has been launched (made publicly accessible) and within 7 calendar days of signup, the setup fee will be refunded minus any documented labor costs incurred by LocalCred in connection with the build up to the point of cancellation. LocalCred will provide Client with an itemized accounting of any labor costs deducted from the refund.

(c) All Other Cancellations: The setup fee is non-refundable once the website has launched and the 30-Day Money-Back Guarantee window has expired.

2B.1 Charges Due at Signup

The following amounts are due and payable at the time of signup:

• Setup Fee (monthly plan clients only) — A one-time setup fee as defined in Section 2B.0, charged immediately upon account creation. Waived for annual plan clients.
• First Subscription Payment — The applicable monthly or annual subscription fee for Client's chosen tier, charged immediately upon account creation.

By subscribing, Client authorizes Elevated Guild, LLC to charge both the applicable setup fee (if any) and the first subscription payment at signup. There is no free trial period unless explicitly offered in writing by LocalCred.

2B.2 Recurring Billing

Monthly subscriptions renew automatically on the same calendar date each month (“Billing Date”). Annual subscriptions renew automatically at the end of each annual term. Client authorizes recurring charges until the subscription is cancelled in accordance with Section 3.1. See Section 2B.7 for annual auto-renewal notice requirements.

2B.3 Refund Policy — 30-Day Money-Back Guarantee

(a) 30-Day Money-Back Guarantee. If Client is not satisfied with the services for any reason, Client may request a full refund within 30 calendar days of the original signup date (“Guarantee Window”). The guarantee applies to both monthly and annual plans. To request a refund under this guarantee, submit a written refund request to cancel@localcred.co or through the client portal within the Guarantee Window. No minimum justification is required — any stated reason qualifies.

(b) Scope of 30-Day Refund. A qualifying refund covers:

• The one-time setup fee paid at signup (monthly plan clients)
• The first month's subscription payment (monthly plans), or the full annual prepayment (annual plans)

(c) Refund Processing. Qualifying refunds will be processed within 3 business days of the refund request. Refunds are returned to the original payment method.

(d) Limitations. The 30-Day Money-Back Guarantee does not apply to:

• Clients who have previously received a refund under this policy (one-time per business entity)
• Charges from optional add-on services, third-party fees, or domain registration costs

(e) No Code Transfer on Refund. The 30-Day Money-Back Guarantee is a refund of fees only. No source code, design files, templates, or other LocalCred proprietary assets are transferred to Client upon refund. Client retains only their own Client Content as defined in Section 1.3. All intellectual property rights defined in Section 1.1 remain with Elevated Guild, LLC regardless of refund.

(f) All Other Payments Non-Refundable After Guarantee Window. Except as provided in Section 2B.3(a), Section 2B.6 (annual mid-year pro-rata), and Section 3.2 (LocalCred termination without cause):

• All subscription fees are non-refundable once the Guarantee Window has expired
• No partial-month refunds are issued for mid-cycle cancellations on monthly plans
• Setup fees are non-refundable after the Guarantee Window has expired

2B.4 Failed Payments

If a scheduled payment fails, LocalCred will notify Client. Client has 7 calendar days from the failed payment date to resolve the billing issue. If payment is not received within that 7-day grace period, LocalCred may suspend the website and Client's LocalCred directory listing without further notice.

Suspension is a consequence of subscription lapse and shall not be construed as a separate breach of this Agreement. Suspension does not constitute cancellation — Client remains responsible for all outstanding fees during suspension.

2B.5 Cancellation Timing

To avoid being charged for the next billing cycle, Client must cancel before their Billing Date. Cancellations submitted on or after the Billing Date will take effect at the end of that billing period, and no refund will be issued for that cycle (except as provided in Section 2B.3). For annual plans, see Section 2B.7 for advance cancellation requirements.

2B.6 Annual Billing — Mid-Year Cancellation

If Client elected annual billing and cancels after the Guarantee Window has expired:

(a) Pro-Rata Refund for Unused Full Months. Client will receive a refund equal to the annual fee paid, minus the standard annual monthly rate multiplied by the number of full calendar months of service used. Partial months are not refunded.

Example: If Client cancels at the beginning of month 5 of a 12-month annual plan, Client has used 4 full months. Client receives a refund covering months 5 through 12 (8 months at the applicable annual monthly rate).

(b) Setup Fee. The setup fee is not included in mid-year cancellation refunds and remains non-refundable after the Guarantee Window has expired.

(c) Effective Date. The cancellation and pro-rata refund calculation are based on the date LocalCred receives written cancellation notice from Client via the methods described in Section 3.1.

2B.7 Annual Auto-Renewal — Cancellation Before Renewal

Annual subscriptions renew automatically unless Client cancels before the renewal date. To prevent renewal billing:

• Submit cancellation via email to cancel@localcred.co or through the client portal
• Cancellation must be received before the scheduled annual renewal billing date
• LocalCred will send a renewal reminder no less than 30 calendar days before renewal billing, including the renewal amount and the steps to cancel

If Client does not cancel before the renewal date, the full annual fee for the new term will be charged. Refund eligibility for a renewed term is governed by Section 2B.3 (30-Day Guarantee) and Section 2B.6 (mid-year pro-rata).

Section 3: Termination & Site Suspension

3.1 Cancellation by Client

Client may cancel their subscription at any time by:

• Sending written notice to cancel@localcred.co, or
• Submitting a cancellation request through the client portal

Both methods are valid. Cancellation takes effect at the end of the current billing period unless Client qualifies for and requests a refund under the 30-Day Money-Back Guarantee (Section 2B.3) or a mid-year annual pro-rata refund (Section 2B.6).

Upon cancellation:

• The license granted in Section 1.2 terminates automatically at the end of the final billing period
• The website will be taken offline no later than 48 hours after the subscription ends
• The LocalCred directory listing will be removed no later than 48 hours after the subscription ends
• Client has 30 calendar days from the date the website goes offline to request retrieval of their Client Content (see Section 4.1)
• No source code, design files, database exports, or other LocalCred proprietary assets will be transferred to Client

3.2 Termination by LocalCred

Elevated Guild, LLC may suspend or terminate Client's access to the website for:

• Non-payment of fees past the 7-calendar-day grace period defined in Section 2B.4
• Violation of these Terms of Service or any acceptable use policy
• Client's request to cancel
• Other circumstances at Elevated Guild, LLC's reasonable discretion

Termination Without Cause. If LocalCred terminates this Agreement without cause (i.e., not due to non-payment or Client violation), LocalCred will provide Client with 30 days' advance written notice and a pro-rata refund of any prepaid fees covering the unused subscription period. The setup fee is non-refundable in connection with a termination without cause once the Guarantee Window has expired.

3.3 Effect of Termination

Upon termination for any reason:

• The license terminates and the website goes offline within 48 hours of the subscription end date
• The LocalCred directory listing is removed within 48 hours of the subscription end date. The directory listing is a subscription benefit, not an independent service. Removal upon cancellation, termination, or suspension for non-payment is a standard consequence of subscription lapse and shall not be construed as a separate breach of this Agreement. LocalCred makes no guarantee regarding the effect of listing removal on search engine rankings, third-party citations, or inbound traffic.
• Client has 30 calendar days to request retrieval of Client Content as described in Section 4.1
• LocalCred has no obligation to maintain, preserve, or provide access to any website assets beyond the retrieval window described in Section 4
• All outstanding balances become immediately due

3.4 No Continuity Obligation

LocalCred is under no obligation to:

• Transfer the website or its source code to Client or any third party
• Migrate the website to another platform or host
• Maintain a backup of the website beyond the retention period described in Section 4

Section 4: Data Retrieval (Post-Cancellation Window)

4.1 Client Content Retrieval

Following termination or cancellation, Client has 30 calendar days from the date the website goes offline to request retrieval of their own Client Content (as defined in Section 1.3), which may include:

• Text and copy provided by Client
• Images, logos, and media files uploaded by Client
• Contact form submissions or lead data collected on Client's behalf (if applicable)

Elevated Guild, LLC will provide this content as a ZIP archive upon written request received within the retrieval window. Requests should be submitted to cancel@localcred.co or through the client portal.

4.2 What Will Not Be Transferred

The following will not be transferred under any circumstances:

• Website source code (HTML, CSS, JavaScript, or other code)
• Design files, templates, or visual assets created by LocalCred
• Third-party credentials or API keys provisioned by LocalCred
• LocalCred's proprietary configurations, frameworks, or infrastructure

4.3 Expiration of Retrieval Window

After the 30-day retrieval window expires, LocalCred has no obligation to retain any data associated with Client's account and may permanently delete all associated files without further notice. Client is strongly encouraged to request their content before the retrieval window closes.

4.4 Domain Names

If Client's domain name is registered through or managed by LocalCred:

• Client owns the domain name registration
• LocalCred will transfer DNS control to Client upon written request within the 30-day retrieval window
• If Client does not request transfer within 30 days, LocalCred's obligations regarding the domain cease; Client should initiate transfer directly through the registrar

Section 5: Apex Tier (Enterprise) — Payment Processing

5.1 Stripe Integration

Apex tier clients who use payment processing features (online deposits, invoicing, subscriptions, or membership billing) acknowledge and agree that:

• Payment processing is facilitated through Stripe, Inc. (“Stripe”), a third-party payment processor
• Client must maintain a valid Stripe account in good standing and comply with Stripe's Terms of Service (stripe.com/legal)
• LocalCred integrates with Stripe on Client's behalf as a technical facilitator but is not the payment processor or merchant of record for any transactions processed through Client's website
• LocalCred does not process, store, or have direct access to Client's customers' cardholder data

5.2 Client Responsibility as Merchant of Record

Apex tier clients are the merchant of record for all transactions processed through their Stripe-enabled website. Client is solely responsible for:

• Their own PCI DSS compliance obligations as the merchant of record
• Any tax, regulatory, or compliance obligations arising from their use of payment features
• Chargebacks, refund disputes, or failed transactions with their own customers
• Compliance with applicable state and federal consumer protection and financial regulations

LocalCred is not liable for payment processing errors, failed transactions, chargebacks, or Stripe account suspensions. See Section 11 for additional provisions governing Apex tier payment obligations.

Section 6: Limitation of Liability

6.1 Liability Cap

To the maximum extent permitted by applicable law, Elevated Guild, LLC's aggregate liability to Client arising out of or related to this Agreement, whether based in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the greater of:

(a) The total fees actually paid by Client to Elevated Guild, LLC in the three (3) calendar months immediately preceding the event giving rise to the claim; or

(b) Five Hundred U.S. Dollars ($500.00).

This cap applies to all claims in the aggregate, not on a per-claim basis. The existence of multiple claims shall not expand the cap.

6.2 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, business, goodwill, or anticipated savings; loss of data or business information; cost of substitute services or procurement of replacement goods; business interruption or loss of business opportunity; whether or not such party has been advised of the possibility of such damages and regardless of the theory of liability.

6.3 Mutual Application

The limitations and exclusions set forth in Sections 6.1 and 6.2 apply equally to both Elevated Guild, LLC and Client. Neither party shall be entitled to recover from the other any amounts that would exceed the applicable cap or that fall within the excluded categories of damages.

6.4 Carve-Outs

Notwithstanding the foregoing, the limitations in Sections 6.1 and 6.2 do not apply to:

• Damages arising from a party's fraud, willful misconduct, or gross negligence
• Damages arising from death or personal injury caused by a party's negligence
• Any liability that cannot be limited or excluded under applicable law

6.5 Allocation of Risk

Client acknowledges that the limitations of liability set forth in this section reflect a reasonable and negotiated allocation of risk between the parties, and that Elevated Guild, LLC would not have entered into this Agreement without such limitations.

Section 7: Disclaimer of Warranties

7.1 No Warranties

The services, website, and all related deliverables provided by Elevated Guild, LLC are provided “as is” and “as available” without warranty of any kind. To the maximum extent permitted by applicable law, Elevated Guild, LLC expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to: any implied warranty of merchantability; any implied warranty of fitness for a particular purpose; any warranty of non-infringement; any warranty that the services will be uninterrupted, error-free, or secure; and any warranty that defects will be corrected.

7.2 No Guarantee of Business Outcomes

LocalCred expressly disclaims any warranty or representation that the website, directory listing, or any feature of the services will achieve any particular search engine ranking, generate any specific volume of leads or customer contacts, produce any specific level of revenue or business growth, or improve or maintain online reputation or review scores.

Client acknowledges that business outcomes depend on numerous factors outside LocalCred's control, including but not limited to search engine algorithm changes, local market conditions, Client's business practices, and Client's own responsiveness to leads.

7.3 Third-Party Infrastructure

The services depend on third-party infrastructure and external APIs, including but not limited to Cloudflare, Inc. for content delivery, DNS, and uptime services; Stripe, Inc. for payment processing; Resend for transactional email; Twilio for SMS communications; and Supabase for account data infrastructure. Elevated Guild, LLC does not control and is not responsible for the availability, performance, reliability, or continued operation of any third-party infrastructure provider or API. No warranty is made regarding uptime levels attributable to third-party infrastructure. See Section 13 for the full scope of third-party dependency disclaimers and Client rights in the event of a material service disruption or loss of access.

7.4 No Professional Advice

Nothing in the services or related communications constitutes legal, financial, tax, or business advice. Client should seek qualified professional advice for matters requiring such expertise.

7.5 Services Provided AS IS — No Insurance Coverage

All services are provided strictly “as is.” Elevated Guild, LLC does not carry professional liability (E&O) insurance, general commercial liability insurance, or any other business insurance that covers claims arising from Client's use of the services. Client acknowledges this and agrees that no language in this Agreement or any related communication shall be construed as implying insurance-backed coverage, a guarantee of indemnification beyond what is explicitly stated herein, or any assurance of recovery beyond the liability cap set forth in Section 6.1.

LocalCred makes no warranty, express or implied, that its services will achieve any specific business outcome, including but not limited to: search engine rankings, lead volume, customer acquisition, revenue growth, or return on investment. Client subscribes with full understanding that business results depend on many factors outside LocalCred's control.

Section 8: Indemnification

8.1 Client's Indemnification Obligations

Client shall defend, indemnify, and hold harmless Elevated Guild, LLC and its members, managers, officers, employees, agents, successors, and assigns (“LocalCred Indemnitees”) from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Client Content. Any claim that Client Content infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, right of publicity, or any applicable law or regulation;

(b) Client's Business Operations. Any claims by Client's customers, employees, contractors, or any third party arising from Client's business operations, products, or services — including but not limited to claims related to consumer protection, employment, data privacy, or product liability;

(c) Client's Misuse of Services. Any claim arising from Client's use of the services in violation of these Terms of Service, applicable law, or the rights of any third party;

(d) Apex tier payment Disputes. For Apex tier clients only: any claim, chargeback dispute, regulatory inquiry, or third-party proceeding arising from payment transactions processed through Client's Stripe-enabled website, including disputes between Client and Client's customers regarding refunds, failed transactions, or unauthorized charges.

8.2 LocalCred's Limited Indemnification

Elevated Guild, LLC's indemnification obligations to Client are strictly limited. Subject to the liability cap in Section 6.1 and the exclusions below, Elevated Guild, LLC will indemnify Client solely against direct, out-of-pocket losses arising from a final court judgment (not a settlement) finding that LocalCred's own proprietary code (explicitly excluding all third-party libraries, open-source components, and third-party integrations) directly infringes a valid, issued U.S. copyright registered prior to the claim, provided that:

(a) Client provides LocalCred with prompt written notice of the claim within 10 business days of becoming aware of it;

(b) Client grants LocalCred sole and exclusive control over the defense, negotiation, and settlement of the claim; and

(c) Client provides full cooperation and assistance at LocalCred's direction and expense.

This indemnification does not apply to any claims arising from: (i) Client's modification of LocalCred's code or deliverables; (ii) use of LocalCred's services in combination with any third-party products or content not provided by LocalCred; (iii) Client Content (as defined in Section 1.3); (iv) third-party libraries, frameworks, or open-source components; (v) any patent, trade secret, or trademark claim of any kind; or (vi) any claim arising from Client's business operations, customers, employees, or contractors. Elevated Guild, LLC carries no professional liability or E&O insurance. Any indemnification obligation under this Section is subject to the aggregate liability cap in Section 6.1.

8.3 Indemnification Procedure

The party seeking indemnification must:

(a) Provide the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that failure to provide timely notice shall only reduce the indemnifying party's obligations to the extent it is materially prejudiced by such delay);

(b) Grant the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim that imposes obligations, restrictions, or admissions on the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld); and

(c) Provide reasonable cooperation and assistance in connection with the defense, at the indemnifying party's expense.

The indemnified party retains the right to participate in the defense at its own expense with counsel of its choosing.

Section 9: Dispute Resolution

9.1 Informal Resolution Required

Before initiating any formal legal proceeding, the party asserting a claim must:

(a) Provide the other party with written notice describing the nature of the dispute and the specific relief sought;

(b) Allow the other party 30 calendar days from receipt of such notice to respond and attempt to resolve the dispute in good faith.

Initiation of a formal proceeding prior to completion of this informal resolution process shall be grounds for dismissal or stay of such proceeding pending completion of the process. The parties agree to participate in good faith, though neither party is required to accept any particular resolution.

9.2 Binding Arbitration

If a dispute is not resolved through the informal process described in Section 9.1, and the amount in controversy is less than $75,000 (exclusive of attorneys' fees and costs), the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.

(a) Seat and Location. The arbitration shall be conducted in Jefferson County, Colorado, unless the parties mutually agree to a different location or to conduct proceedings remotely.

(b) Arbitrator. The arbitration shall be conducted by a single neutral arbitrator selected in accordance with AAA rules.

(c) Discovery. Discovery shall be limited as provided by the AAA Commercial Arbitration Rules, unless the arbitrator permits additional discovery upon a showing of substantial need.

(d) Award. The arbitrator's award shall be in writing and shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

(e) Costs. Each party shall bear its own attorneys' fees and costs in connection with arbitration, except that the arbitrator may award fees and costs to the prevailing party if the arbitrator determines that a claim or defense was frivolous or advanced in bad faith.

9.3 Small Claims Court

Notwithstanding Section 9.2, either party may bring an individual claim in small claims court in Jefferson County, Colorado, if the claim qualifies under that court's jurisdictional limits. LocalCred exclusively serves Colorado businesses; all disputes shall be governed by Colorado law and venue shall lie in Jefferson County, Colorado.

9.4 Class Action Waiver

All disputes must be brought in the parties' individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. Neither party may participate in a class arbitration, class action, private attorney general action, or any other proceeding in which either party acts or proposes to act in a representative capacity. The arbitrator has no authority to consolidate more than one person's claims or to preside over any form of class or representative proceeding.

If this class action waiver is found to be unenforceable with respect to a particular claim, that claim shall be severed from arbitration and litigated in court pursuant to Section 9.5, while all other claims shall remain subject to arbitration.

9.5 Governing Law and Venue

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 9.2.

(b) Venue. For any dispute that proceeds to court, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Jefferson County, Colorado.

Section 10: General Provisions

10.1 Entire Agreement

These Terms of Service, together with any order form, subscription confirmation, or applicable service addendum, constitute the entire agreement between Client and Elevated Guild, LLC with respect to the subject matter hereof. They supersede all prior agreements, representations, proposals, discussions, and understandings between the parties, whether written or oral, regarding the subject matter of this Agreement.

No statement made by any representative of LocalCred — whether in sales conversations, emails, social media, or marketing materials — modifies or supplements these Terms unless incorporated in a signed written addendum.

10.2 Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from this Agreement. All remaining provisions shall continue in full force and effect.

10.3 No Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of that right, power, or privilege. A waiver of any particular breach or default does not constitute a waiver of any subsequent breach or default of the same or any other provision.

10.4 Force Majeure

Neither party shall be liable for delays in performance or failure to perform obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, flood, fire, or earthquake; epidemic, pandemic, or public health emergency; acts of war, terrorism, civil unrest, or government action; internet or telecommunications infrastructure failures; or actions or failures of third-party service providers (e.g., Cloudflare, Stripe) that the party could not reasonably prevent or mitigate.

This force majeure provision does not excuse Client's obligation to pay subscription fees that have already been billed, LocalCred's obligations with respect to Client Content retrieval during the retrieval window, or any obligations that arose before the force majeure event.

The party claiming force majeure shall notify the other party in writing as soon as reasonably practicable and shall resume performance promptly once the condition ceases. If a force majeure condition prevents performance for more than 60 consecutive days, either party may terminate this Agreement upon written notice, with pro-rata refund of any prepaid fees covering the period after termination.

10.5 Notices

All notices, requests, consents, and other communications under this Agreement shall be in writing and sent via email to the addresses on file for each party.

• To LocalCred: legal@localcred.co
• To Client: The email address associated with Client's account at the time of notice

Notices sent by email are deemed effective when sent, provided no bounce-back or delivery failure notification is received within 24 hours. It is Client's responsibility to maintain a current and functional email address on file with LocalCred. Cancellation notices must be sent to cancel@localcred.co or submitted through the client portal as described in Section 3.1.

10.6 Assignment

(a) By LocalCred. Elevated Guild, LLC may assign this Agreement, in whole or in part, without Client's consent in connection with a merger, acquisition, sale of substantially all assets, corporate restructuring, or assignment to an affiliate or successor entity. LocalCred will provide written notice to Client of any such assignment. The assignee will be bound by the terms of this Agreement.

(b) By Client. Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Elevated Guild, LLC. Any purported assignment by Client without such consent is void and of no effect.

10.7 Amendments

Elevated Guild, LLC reserves the right to modify these Terms of Service at any time. Material changes will be communicated to Client via email to the address on file, with at least 30 calendar days' advance written notice before the amended Terms take effect.

“Material changes” means changes that: (a) expand Client's obligations or liabilities; (b) reduce Client's rights or remedies; or (c) alter the pricing, billing cycle, or refund terms in a way adverse to Client.

Continued use of the services after the effective date of any modification constitutes Client's acceptance of the updated Terms. If Client does not agree to a material change, Client may terminate the subscription before the effective date and receive a pro-rata refund of any prepaid fees for the unused period beyond the effective date.

Non-material changes (such as clarifications, corrections to typographical errors, or updates to contact information) may be made without advance notice and are effective upon posting.

10.8 Colorado-Only Service Area

LocalCred exclusively serves businesses located in the State of Colorado. All services are designed, delivered, and performed in Colorado. This Agreement is governed by Colorado law (see Section 9.5). No representation is made that the services or this Agreement comply with the laws of any other state or jurisdiction.

If at any time LocalCred determines that Client's principal place of business is located outside the State of Colorado, LocalCred reserves the right to immediately terminate this Agreement upon written notice to Client, and to issue a pro-rata refund of any prepaid fees covering the unused subscription period. No setup fee refund shall be issued in connection with a termination under this Section once the 30-Day Money-Back Guarantee window has expired.

Section 11: Apex Tier (Enterprise) — Payments & Compliance

11.1 Client as Merchant of Record

Client is the merchant of record for all payment transactions processed through the Stripe payment integration on Client's website. This means:

• All payment contracts are between Client and Client's customers
• All receipts, invoices, and payment confirmations issued through Client's website are issued by Client, not LocalCred
• All applicable consumer protection obligations, truth-in-lending disclosures, and refund and dispute handling obligations are Client's responsibility

11.2 LocalCred's Role — Technical Facilitator Only

Elevated Guild, LLC is a web services provider and technical integrator only. LocalCred is not a payment processor, financial institution, money services business, or party to any transaction between Client and Client's customers. LocalCred's role is limited to configuring and maintaining the technical integration between Client's website and Stripe.

11.3 PCI DSS Compliance

(a) Client's Responsibility. Client is solely responsible for understanding and fulfilling all PCI DSS compliance obligations applicable to Client's business as a merchant that accepts card payments.

(b) LocalCred's Infrastructure. LocalCred configures the Stripe integration so that cardholder data is submitted directly to Stripe's servers and does not transit or reside on LocalCred's servers. LocalCred makes no representation that this configuration automatically satisfies Client's PCI DSS obligations, as the applicable scope depends on factors specific to Client's Stripe account configuration, payment methods, and business practices.

11.4 Client's Payment Operations Responsibilities

Client is solely responsible for:

• Establishing and communicating to Client's customers Client's own refund and cancellation policies
• Handling all chargeback disputes and payment disputes with Client's customers, including responding to Stripe's chargeback dispute process within required timeframes
• Compliance with applicable payment network rules (Visa, Mastercard, etc.) as communicated by Stripe
• Maintaining Client's Stripe account in good standing and promptly addressing any Stripe-initiated reviews, holds, or account actions
• Any tax collection, remittance, or reporting obligations arising from Client's sales transactions

11.5 LocalCred's Technical Assistance

LocalCred will provide reasonable technical assistance with Stripe integration configuration within the scope of the Apex tier subscription. However, LocalCred has no liability for payment processing failures, gateway errors, Stripe outages, failed transactions, chargeback outcomes, or tax or regulatory consequences arising from Client's payment operations. Technical assistance does not constitute financial, legal, or compliance advice.

11.6 Stripe's Terms

Client's use of payment processing features is also governed by Stripe's Terms of Service (stripe.com/legal), Stripe's Connected Account Agreement, and other applicable Stripe policies. Violation of Stripe's terms that results in suspension or termination of Client's Stripe account does not excuse Client from ongoing subscription obligations to LocalCred.

Section 12: Auto-Renewal Disclosure (Annual Plans)

12.1 Automatic Renewal

Annual subscriptions automatically renew at the end of each subscription term at the then-current annual rate for Client's subscription tier, unless Client cancels before the renewal date in accordance with Section 2B.7. LocalCred will disclose the applicable renewal amount in the advance renewal notice described in Section 12.2.

12.2 Advance Renewal Notice

LocalCred will send Client a written renewal notice no fewer than 30 calendar days before the scheduled annual renewal billing date. The renewal notice will include:

• The renewal date
• The renewal amount to be charged
• Instructions for cancelling before the renewal date
• Contact information for cancellation (cancel@localcred.co or the client portal)

12.3 Cancellation Before Renewal

To prevent renewal billing, Client must submit a cancellation request before the renewal billing date via email to cancel@localcred.co or through the client portal. Cancellation requests received on or after the renewal billing date will not prevent the renewal charge for that term. Post-renewal refund eligibility is governed by Section 2B.3 (30-Day Money-Back Guarantee) and Section 2B.6 (mid-year pro-rata).

12.4 Renewal Charges

If Client does not cancel before the renewal date, the renewal charge for the new annual term is non-refundable after the 30-Day Money-Back Guarantee window has expired. The 30-Day Money-Back Guarantee applies to the initial signup only and is not available for renewal terms, except at LocalCred's sole discretion.

Section 13: Third-Party Service Dependencies, Outages & API Loss

13.1 Reliance on Third-Party Services

LocalCred's platform and services depend on third-party APIs, platforms, and infrastructure providers, including but not limited to:

• Cloudflare, Inc. — hosting, CDN, DNS, DDoS protection, and Turnstile
• Stripe, Inc. — subscription billing and Apex tier payment integrations
• Resend — transactional email delivery
• Twilio — SMS outreach and client communications
• Supabase — account and client portal data infrastructure
• ElevenLabs — AI-powered voice agent technology used for automated outbound calling to prospective clients (see Section 13.9)
• AI / Large Language Model Providers — including OpenAI, Anthropic, Google (Gemini), OpenRouter, and other AI model APIs used to power platform automation, content assistance, lead routing, and operational workflows (see Section 13.8)

Elevated Guild, LLC does not own, operate, or control these third-party services. Their availability, feature sets, pricing, and terms of service are subject to change at any time at those providers' sole discretion.

13.2 No Liability for Third-Party Outages or Degradation

Elevated Guild, LLC shall not be liable to Client for any interruption, degradation, delay, error, data loss, or failure of any service, feature, or functionality caused by or attributable to a third-party provider outage, maintenance window, platform incident, API change, rate limit, or policy enforcement action.

This includes, without limitation:

• Cloudflare network outages, DNS propagation delays, or DDoS mitigation events
• Stripe API downtime, payment processing errors, or Stripe-initiated account holds
• Resend email delivery failures or queuing delays
• Twilio messaging failures, carrier filtering, or SMS delivery delays
• Supabase database unavailability, query failures, or data access errors
• AI or LLM provider API outages, rate limiting, model deprecations, content policy changes, or changes to model behavior or output quality

A third-party outage or degradation event does not constitute a breach of this Agreement by Elevated Guild, LLC, does not entitle Client to a refund, credit, or fee reduction, and does not suspend Client's payment obligations.

13.3 API Changes, Deprecations, and Access Loss

Third-party providers may at any time modify, restrict, deprecate, or discontinue APIs, features, or services that LocalCred integrates with or relies upon (“API Change”). Elevated Guild, LLC shall not be liable for any impact to Client's website or services resulting from an API Change made by a third-party provider outside of LocalCred's control.

If a third-party API Change materially affects a feature included in Client's subscription tier, LocalCred will make commercially reasonable efforts to:

• Notify Client within a reasonable time after becoming aware of the impact
• Identify and implement a functionally equivalent substitute where one exists
• Communicate timeline and workaround information to Client

LocalCred makes no guarantee that a functionally equivalent substitute will be available, or that any substitute will be implemented within any particular timeframe.

13.4 LocalCred's Right to Substitute Services

Elevated Guild, LLC reserves the right to substitute any third-party service, API, or infrastructure provider at any time, at its sole discretion, including in response to pricing changes, terms-of-service changes, service degradation, security concerns, or loss of access. LocalCred will endeavor to maintain equivalent service quality when substituting providers.

A provider substitution that does not materially reduce the features or service level included in Client's subscription tier does not constitute a material change under Section 10.7 and does not require advance notice beyond LocalCred's reasonable commercial efforts to communicate updates.

13.5 Material Loss of Critical Infrastructure

In the event that Elevated Guild, LLC permanently loses access to a third-party service that is essential to the core delivery of the subscription (e.g., hosting infrastructure or payment processing) and no functionally equivalent substitute is reasonably available within 30 calendar days, either party may terminate this Agreement upon written notice.

If LocalCred terminates under this Section, Client will receive a pro-rata refund of any prepaid fees covering the unused subscription period after the termination effective date. The setup fee is non-refundable under this provision once the 30-Day Money-Back Guarantee window has expired.

This Section 13.5 termination right is distinct from the force majeure termination right in Section 10.4. Both may apply concurrently if conditions overlap.

13.6 Client's Own Third-Party Integrations

Where Client uses third-party tools, accounts, or services in connection with their website (including but not limited to Google Business Profile, Google Analytics, social media platforms, review platforms, or booking software), Client is solely responsible for:

• Maintaining valid accounts and access credentials for those services
• Any impact to their website or business operations resulting from changes to those services
• Compliance with those services' terms of service and platform policies

LocalCred is not responsible for and has no obligation to remediate issues caused by changes to, suspension of, or loss of access to any third-party service that Client independently operates or controls.

13.7 No Uptime Guarantee

Elevated Guild, LLC does not warrant or guarantee any specific uptime percentage or service level for the website or any associated service. Uptime is dependent in part on third-party infrastructure providers, including Cloudflare, whose service levels are governed by their own terms and are outside LocalCred's control. In no event shall downtime caused by third-party infrastructure constitute a breach of this Agreement or give rise to any credit, refund, or damage claim against Elevated Guild, LLC.

13.8 Artificial Intelligence & Large Language Model Providers

LocalCred's platform utilizes artificial intelligence and large language model (“AI/LLM”) APIs from one or more providers, including but not limited to OpenAI, Anthropic, Google (Gemini), OpenRouter, and other AI model providers (“AI Providers”). These APIs may be used to power platform automation, content drafting assistance, lead routing logic, operational workflows, and other features. The specific AI Providers in use may change at any time at LocalCred's sole discretion.

13.8.1 No Guarantee of AI Output

AI/LLM outputs are probabilistic and may be inaccurate, incomplete, inconsistent, or inappropriate for a particular purpose. Elevated Guild, LLC makes no warranty or representation regarding the accuracy, reliability, fitness, or completeness of any content, recommendation, or output generated in whole or in part by an AI model. Any AI-assisted content delivered as part of the services (including but not limited to copy drafts, SEO suggestions, or lead-routing recommendations) should be reviewed by Client before use. Client is solely responsible for reviewing, approving, and publishing any content related to their business.

13.8.2 Model Changes, Deprecations & Policy Updates

AI Providers may at any time modify, restrict, deprecate, or discontinue models or API versions; change output behavior, capabilities, or content policies; or impose new usage restrictions. These changes are outside LocalCred's control. Elevated Guild, LLC is not liable for any degradation, change in output quality, feature unavailability, or service disruption resulting from an AI Provider's modification of its models or policies. LocalCred will make commercially reasonable efforts to substitute an equivalent AI Provider or model when a material change affects a platform feature included in Client's subscription tier, but does not guarantee continuity of any specific model, provider, or output characteristic.

13.8.3 Rate Limits & Availability

AI Provider APIs are subject to rate limits, quota restrictions, and capacity constraints that may result in delayed, degraded, or temporarily unavailable AI-powered features. Elevated Guild, LLC is not liable for service delays or feature unavailability caused by AI Provider rate limits or capacity constraints.

13.8.4 Data Handling by AI Providers

To the extent that Client Content or other data is processed through AI Provider APIs as part of service delivery, such processing is governed by the applicable AI Provider's terms of service and data processing agreements. Elevated Guild, LLC will not knowingly transmit Client's sensitive personal data (such as payment card numbers or government-issued identification) to AI Provider APIs. However, Client acknowledges that certain content submitted for website assistance or platform features may be processed by third-party AI systems. Clients with heightened data sensitivity requirements should contact LocalCred before subscribing.

13.8.5 No Exclusive Reliance on AI Output

LocalCred's use of AI/LLM tools is intended to enhance operational efficiency and platform capabilities. It does not replace human review of materials that affect Client's business, brand, or legal obligations. Client retains final responsibility for approving content published on their website and for any business decisions informed by AI-assisted platform outputs.

13.9 ElevenLabs AI Voice Agent

LocalCred's outbound AI Calling Program utilizes ElevenLabs, Inc. for AI voice synthesis and conversational agent technology, delivered via Twilio's telephony infrastructure. ElevenLabs is an independent third-party provider. LocalCred does not own or control ElevenLabs' platform, and ElevenLabs' availability, performance, and policies are subject to change at ElevenLabs' sole discretion.

Elevated Guild, LLC is not liable for any degradation, outage, or unavailability of the AI Calling Program caused by ElevenLabs' or Twilio's platform disruptions, policy changes, or rate limits. The AI Calling Program is an operational outreach tool and is not a service feature included in Client subscriptions; it is used by LocalCred for its own business development purposes only.

SMS Communications Program

Program description. LocalCred operates an outbound SMS outreach program to introduce our web design services to local business owners. Messages may include links to demo websites, service information, and follow-up communications related to LocalCred offerings. This program is directed at business phone lines in a B2B context.

Message frequency. Message frequency varies. You may receive up to 3 messages per outreach sequence per business contact.

Rates. Message and data rates may apply depending on your mobile carrier and plan.

Opt-out. To stop receiving SMS messages from LocalCred, reply STOP to any message at any time. You will receive one final confirmation and no further messages.

Help. For assistance, reply HELP to any message or contact us at hello@localcred.co.

Carriers are not liable for delayed or undelivered messages. LocalCred does not share, sell, or transfer phone numbers obtained through this program to any third party for marketing purposes.

AI-Powered Outbound Calling Program

Automated Voice Agent Disclosure

LocalCred uses an AI-powered conversational voice agent (powered by ElevenLabs and delivered via Twilio) to make outbound telephone calls to prospective business clients (“AI Calling Program”). These calls are automated and made using a synthetic AI voice. When you receive a call from LocalCred, you may be speaking with an AI agent, not a human representative.

The AI Calling Program is directed exclusively at business telephone lines of businesses located in Colorado. LocalCred exclusively serves Colorado businesses; all operations, outreach, and service delivery are performed in Colorado. Contact information is sourced from publicly available business directories (BBB, Google Maps, and similar registries). This program is conducted in a B2B context and is intended to introduce LocalCred's managed website and growth platform services to Colorado business decision-makers.

TCPA Disclosure & B2B Exemption

LocalCred's outbound AI calling program is directed exclusively at business telephone numbers, not residential or consumer lines. LocalCred does not target phone numbers registered to individuals for personal use. Business phone numbers obtained from public B2B directories are not subject to the same TCPA prior-express-written-consent requirements applicable to calls to residential lines.

Notwithstanding the foregoing, LocalCred maintains an internal do-not-call list and honors opt-out requests. If you wish to opt out of future calls from LocalCred:

• During a call: Say “stop,” “remove me,” or “do not call” at any time. The AI agent will honor your request.
• By email: Send your business name, phone number, and opt-out request to hello@localcred.co.

Opt-out requests will be processed within 5 business days and the number will be added to LocalCred's internal suppression list.

Call Recording Notice

Calls made through LocalCred's AI Calling Program may be recorded for quality assurance, training, and compliance purposes. All of LocalCred's operations are based in Colorado. Call recording is governed exclusively by Colorado law (C.R.S. § 18-9-303), which provides that a call may be recorded with the consent of one party to the conversation. By continuing a call with LocalCred's AI agent after this disclosure has been provided, you consent to recording of that call under Colorado law.

Call recordings are handled in accordance with LocalCred's Privacy Policy (localcred.co/legal/privacy), which governs retention, use, and deletion of call recordings.

AI Visibility Monitoring (GEO) Service

Service Description

Certain LocalCred subscription tiers include access to AI Visibility Monitoring (also referred to as GEO or Generative Engine Optimization monitoring). This service monitors how Client's business is cited, described, or referenced across AI-powered search and answer platforms, including but not limited to ChatGPT (OpenAI), Gemini (Google), Google AI Mode, Perplexity, and similar large language model (LLM) and AI assistant platforms (“AI Search Engines”).

To deliver this service, LocalCred may periodically submit queries referencing Client's business name, location, category, or other descriptive information to AI Search Engine APIs or interfaces. Results are compiled and reported to Client as part of the subscription service.

No Guarantee of AI Citation Results

AI Search Engine responses are probabilistic and outside LocalCred's control. LocalCred makes no warranty or representation that AI Visibility Monitoring will improve, maintain, or achieve any particular level of citation, mention, or recommendation by any AI Search Engine. AI Search Engine outputs may change at any time without notice at the discretion of the AI Search Engine provider.

Client acknowledges that AI Search Engine responses may be inaccurate, outdated, or may omit Client's business entirely. LocalCred is not responsible for AI Search Engine outputs or for any business impact resulting from how Client's business is or is not referenced by AI Search Engines.

AI-Generated Website Content — FTC Disclosure

As part of LocalCred's website build and content management services, some or all of the copy, descriptions, and textual content on Client's website may be drafted or generated with the assistance of artificial intelligence tools. LocalCred uses AI-assisted writing tools to create and update website copy for efficiency and quality. All AI-assisted content is reviewed prior to publication, but Client acknowledges that AI tools are used in the content creation workflow.

Client retains final responsibility for approving published content and for ensuring that any claims, representations, or statements on their website are accurate and compliant with applicable law and Federal Trade Commission (FTC) guidance. LocalCred does not guarantee that AI-generated content is factually accurate, legally compliant, or appropriate for every regulatory context. Clients in regulated industries (healthcare, financial services, law, etc.) are responsible for having AI-assisted content reviewed by appropriate licensed professionals before publication.

Contact

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