Terms of Use

Terms of Use

Important Legal Information below, Welcome to the website of Hero Local LLC (Hero Local). Hero Local owns this website and all affiliated websites including without limitation herolocal.com and your access to this website is subject to these Terms of Use and all applicable laws, rules, and regulations.

Privacy Policy

The materials contained in this website and correspondence received from this website (together, the “Website Materials”) are presented for information purposes only.

This website contains information that was believed current as of the date of inclusion in this website. While we may periodically update or correct information on this website, we make no representation or warranty as to its accuracy, and we disclaim any obligation to update this information.

Hero Local provides the content on this website, subject to the following Terms of Use, which may be updated by Hero Local from time to time without notice to you. You are bound by any such revisions and therefore should review these Terms of Use each time you visit this website for changes. Your use of this website is subject to and constitutes acceptance of, the then-current Terms of Use. If you do not agree to these Terms of Use, you may not access or use this website.

Forward-Looking Statements

This website contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements are identified by the use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “may,” “future,” “continue” and other words and terms of similar meaning and the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause Hero Local’s actual results to be materially different than those expressed in or implied by such forward-looking statements. Particular uncertainties and risks include, among others, uncertainties regarding Hero Local’s ability to grow its licensee network, subscriber network and merchant network, license out its existing and license in additional products and technologies and the terms of such licenses; uncertainties involved in technology development, regulatory review and other approvals and achieving market acceptance and other risks and uncertainties described in Hero Local’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K/A, subsequent quarterly reports on Form 10-Q. All forward-looking statements in this website speak only as of the date the information was posted on this website and are based on Hero Local’s then current beliefs and expectations. Hero Local undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

All personal data provided by you to Hero Local, whether via one of this web site’s forms or otherwise, is subject to our Privacy Policy, which is incorporated into these Terms of Use by reference. You can view our full Privacy Policy, which is also accessible via this website’s home page by clicking on the words “Privacy Policy.”

Hero Local will only collect personal data you voluntarily provide to us, including “sensitive” personal data. In particular, you consent to the disclosure of such personal data to third parties in order to enable us to provide information to you that you have requested. Hero Local will use the personal data you provide for the specific limited purposes about which we inform you when we ask for such information. Hero Local keeps your data only for as long as is reasonably needed for such purposes and in accordance with any applicable legal or ethical reporting or documentation retention requirements.

You agree to inform us promptly should you become aware that any personal data held by us about you is inaccurate and/or out of date. Accordingly, we do not accept liability for any loss, costs, damages, or distress caused to any person arising out of our reasonable reliance upon the accuracy of personal data that you provide to us. If you have submitted personal information through this website and wish us to cease using it for the purposes submitted, please contact us.

Unless we agree otherwise in writing, we require you to use any personal information that we supply to you about members of our staff and/or third parties only for the purposes for which such information is disclosed to you.

Warranties

You hereby warrant that you will not use this website to:

upload, post, email, or otherwise transmit any information, data, software, sound, text, photographs, graphics, video, messages, and any other material (“Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

upload, post, email, or otherwise transmit personal data about anyone other than yourself without that person’s consent; upload, post, email, or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; violate any applicable law or regulation in relation to your use of this website including, but not limited to, regulations promulgated by any securities exchange; collect or store personal data about other users; harvest or collect email addresses or other contact information of other users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; or impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity.

Indemnity

You hereby agree to indemnify Hero Local for any loss or damage of any kind incurred as a result of your breach of any of the warranties described in section 3, above. You also hereby agree to indemnify and hold harmless Hero Local, its parents, subsidiaries, affiliates, stockholders, directors, officers, employees, representatives and agents, from and against any and all claims, charges, demands, damages, liabilities, losses, expenses and liabilities of whatever nature and howsoever arising (including any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill and any other direct or consequential loss) incurred or suffered by Hero Local directly or indirectly by reason of (i) your use of or access to this website; (ii) your violation of these Terms of Use; (iii) any activity related to your Internet account (including negligent or wrongful conduct) by you or any other person accessing this website using your Internet account; (iv) from any transaction you conduct as a result of the contact facilitated by this website; (v) from your property posted on this website; or (vi) from your infringement of any intellectual property rights in any posting to or transmission via this website.

Links

This website may provide, or third parties may provide, links to other websites or resources. Because Hero Local does not have control over such websites and resources, you acknowledge and agree that Hero Local is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Hero Local shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource. These Terms of Use do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites. You are hereby granted a non-exclusive, limited and revocable license to link to this website. Hero Local reserves the right to revoke this license generally, or your right to use specific links, at any time. If Hero Local revokes this license, you agree to remove and disable any and all of your links to this website immediately. You agree not to present the link to this website in such a way that this website is associated with advertising or appears to be an endorsement of any organization, product or service. You agree that the link will not appear on a website that a reasonable person may consider obscene, defamatory, harassing, grossly offensive or malicious. Under no circumstances may you “frame” this website or any of its content or copy portions of this website to a server.

Proprietary Rights

Ownership of this website. You acknowledge and agree that the Website Materials and any information presented to you through this website contain proprietary information that is protected by copyrights, trademarks, service marks or other proprietary rights and laws, applicable intellectual property, and other laws. All Website Materials and any information presented to you through this website and intellectual property rights therein are the property of Hero Local or of third parties who have licensed their rights to Hero Local. Except as otherwise provided herein, none of the Website Materials and any information presented to you through this website may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the express prior written permission of Hero Local. In addition, except as expressly authorized by Hero Local or relevant third parties, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website Materials in whole or in part.

Copyrights

Without prejudicing the generality of the foregoing, you further acknowledge and agree that all responses received in response to queries sent through the “contact us email form” are copyrighted and proprietary and may not be copied or reproduced for any commercial purpose. As between you and Hero Local, Hero Local and its licensors own and reserve the copyrights in this website, including all of the Website Materials.

Copyright License

We hereby grant you a limited license to access and use this website and to download and print copies of any Website Materials to which you have properly gained access, but only for your own personal, non-commercial use, and only if you do not remove, modify or obscure any copyright, trademark or other proprietary notices from such Website Materials. The foregoing license is subject to these Terms of Use and does not include the use of any data mining, robots or similar data gathering or extraction methods. This license is revocable at any time without notice and with or without cause. You agree not to use, display, reproduce, retransmit, modify, distribute, disseminate, sell, publish, broadcast, circulate, display or in any way exploit any Website Materials, in whole or in part, by any means, except as expressly set forth in these Terms of Use, unless you first obtain the written permission of Hero Local.

Trademarks

All trade names, trademarks and service marks displayed on this website are the registered or unregistered trademarks of Hero Local, or its licensors or other third parties (collectively, the “Trademarks”) and are protected by U.S. and international trademark laws and treaties. You may not use any Trademarks displayed on this website without the prior express written permission of Hero Local or the trademark owner.

Your Feedback

Hero Local welcomes your comments, feedback, suggestions and other communications regarding this website and the information, products, and services Hero Local make available through this website (collectively, “Feedback”). By submitting Feedback, however, please note that you represent and warrant that any ideas or information you include in your Feedback is not confidential or proprietary in any way and that you have the legal right to disclose the ideas and information. Please also note that the Feedback you provide to Hero Local through this website will be and remain the exclusive property of Hero Local. Your submission of Feedback will constitute an assignment to Hero Local of all worldwide rights, title, and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. Hero Local will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send Hero Local any Feedback that you do not wish to assign to Hero Local.

Disclaimers

Your use of this website is at your sole risk. Hero Local has used reasonable efforts to make this website as timely and accurate as possible, but because errors may occur, this website is provided on an “as-is” and “as-available” basis.

Hero Local MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THIS WEBSITE, ANY CONTENT ON THIS WEBSITE, OR ANY PRODUCT OR SERVICE PROMOTED THROUGH THIS WEBSITE. THIS WEBSITE AND ALL OF ITS CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Hero Local DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM OR COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Hero Local DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, CORRECTNESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY CONTENT APPEARING ON THIS WEBSITE. Hero Local DOES NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THIS WEBSITE BY USERS, AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT THE OPINION, ADVICE OR STATEMENT OF Hero Local.

Hero Local MAKES NO WARRANTY OR REPRESENTATION THAT (I) THIS WEBSITE WILL MEET YOUR REQUIREMENTS, (II) THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THIS WEBSITE WILL BE ACCURATE OR RELIABLE, AND (IV) THE QUALITY OF ANY INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THIS WEBSITE WILL MEET YOUR EXPECTATIONS.

Without limiting the foregoing, certain products promoted through this website may be covered by a product warranty, and the limitations and disclaimers set forth herein will not limit or restrict any manufacturer’s warranty applicable to the products promoted through this website.

Nothing in these Terms of Use will affect any statutory rights to which you may be entitled as a consumer to the extent your ability to alter or waive such rights by contract is limited by applicable law.

Limitations of Liability

UNDER NO CIRCUMSTANCES, SHALL Hero Local, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”), BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS WEBSITE, ITS CONTENT, OR YOUR USE OF OR INABILITY TO USE THIS WEBSITE, INCLUDING ANY LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THIS WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THIS WEBSITE.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF Hero Local OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF Hero Local, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

The information provided on this website is not tailored to your specific factual circumstances. You are responsible for verifying that the general information provided is appropriate for your specific factual situation before relying on it.

Hero Local is not responsible for any errors or omissions in or for the results obtained from the use of this information.

Use of this website and the materials available on this website is at your sole risk. Some portions of this website are hosted by third-party service providers. Hero Local cannot be held responsible for any loss arising from the transmission, use of data, or inaccurate data provided by these service providers. You are responsible for taking all necessary precautions to ensure that any material you may obtain from this website is free of viruses or other harmful components.

Removal of Content

If you would like Hero Local to remove any information or content from this website for any reason, please notify Hero Local by e-mail. While Hero Local does not have any obligation to remove information or content merely because of a removal request, Hero Local will review all such requests and will remove information or content that Hero Local determines should be removed, in its sole discretion and in accordance with these Terms of Use (including the Privacy Policy) and applicable law.

Right to Modify or Discontinue Use

Hero Local reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, this website (or any part thereof) with or without notice. Hero Local shall not be liable to you or to any third party for any modification, suspension or discontinuance of this website.

Choice of Law, Jurisdiction, and Venue

These Terms of Use, along with the Privacy Policy, shall be governed by and construed in accordance with the federal laws of the United States of America and the internal laws of the State of California, U.S.A., excluding conflict of law provisions that would indicate the application of the laws of any other jurisdiction. ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THIS WEBSITE OR THESE TERMS OF USE SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN SAN LUIS OBISPO COUNTY, CALIFORNIA, U.S.A. YOU AND Hero Local IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum. If the courts of the country in which you reside should determine that the provisions of this section are not enforceable, then you agree to submit to binding arbitration.

Local Laws and Export Control

Hero Local controls and operates this website from its headquarters in the United States of America and the content may not be appropriate or available for use in other locations. If you use this website outside the United States, you are responsible for following applicable local laws.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

General Information

These Terms of Use (including the guides and rules referred to herein) constitute the entire agreement between you and Hero Local and govern your use of this website, superseding any prior agreements between you and Hero Local on the subject matter hereof.

Any failure by Hero Local to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect.

Advertising

Our Websites may contain advertisements, product offers, and discounts, promotions, and/or sponsorships. The advertisers and/or sponsors that provide these advertisements and sponsorships are solely responsible for ensuring that the materials submitted for inclusion on the Websites are accurate and comply with all applicable laws. We are not responsible for the acts or omissions of any advertiser or sponsor, nor are we responsible for the goods or services provided by any advertiser or sponsor.

Violations

We recommend users who find inappropriate content to contact us immediately. In addition, we reserve the right to remove all material that we consider inappropriate. This includes pornographic, offensive, defamatory, undocumented, illegal material(s) that is/are in any way contrary to accepted morality and behavior.

Service Level Agreement

Engagement

Subject to the terms and conditions of this Agreement, the Client hereby engages Hero Local as a consultant to perform the services set forth as part of this agreement, and Hero Local hereby accepts such an engagement. Duties and compensation of this engagement shall be set forth in the proposal provided verbally, or by signing up on our website, which may not be amended unless in writing and accepted by Hero Local. Hero Local begins work immediately upon the execution of this agreement and holds the client responsible for complete payments in a timely manner. Hero Local monthly fees are automatically billed to the credit card on file at the start of the project.

Package Duration and Termination

This engagement shall commence upon execution of this agreement and shall continue and remain in effect as outlined in the original signed proposal. The Client must give a 30-day notice of cancellation to end either service after the completion of the initial term outlined in the signed proposal. Any payment due within the 30 day cancellation period will be billed in full. Call & Email tracking is available at an additional cost of $9.95 per month and includes as an add-on service. This will require the use of a new telephone number across all optimized business listings to allow for recording and tracking functionality. Payment, Financial Agreement, Refund Policy, Credit Card, Payment Reversals: Client acknowledges and agrees that all financial information presented to Hero Local (e.g., credit card, electronic debit information, etc.) is true and lawfully theirs to and that Hero Local is reasonably relying on said representations in entering into this Agreement and providing its products and/or services. Client acknowledges that all payments are due in advance of any services to be performed and that Hero Local maintains a “NO REFUND POLICY” for any services. In the event that Client charges back, reverses, dishonors any payment to Hero Local, incurs any additional charges as provided for in this Agreement, an interest at the rate of 9% per annum or at the highest legal rate (whichever rate is lower) will be assessed on the full amount due, until said amount is paid in full. Client understands that Hero Local prides itself on protecting consumer’s financial privacy and safety. Hero Local will prosecute to the full extent of the law for any fraudulent financial information given to it.

Unenforceability of Provisions

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. Default or Breach by Client; Fees & Costs; Preemption: Client defaults on or otherwise breaches any of the terms, conditions, covenants and/or warranties contained in this Agreement, Client agrees to compensate Hero Local for any and all damages arising thereof, including but not limited to actual damages, consequential. Client defaults on or otherwise, breaches any of the terms, conditions, covenants and/or warranties contained in this Agreement, Client agrees to compensate Hero Local for any and all damages arising thereof, including but not limited to actual damages, consequential damages, and economic losses. Furthermore, Client agrees Hero Local shall be entitled to recover all reasonable fees, expenses and/or costs (including attorney’s fees, in-house counsel costs, court costs, expenses and other costs) incurred in attempting to collect payment from Client or in enforcing this Agreement against Client, to the extent not prohibited by applicable law.

Indemnification and Liability

Client agrees and acknowledges that it shall hold Hero Local (including but not limited to all its employees, officers, shareholders, directors, agents, attorneys, vendors, affiliates, subcontractors, its parents, subsidiaries, suppliers or contract employees) harmless from any liability, loss, claims, and/or expenses related to any or all provided services.

Liability

Hero Local will not be liable for, nor limited to the following, as any of these pre-existing conditions may harm your results: duplicate domain names or websites, redirecting URL’s, previous SEO actions both on and off the website, previous link popularity or link farm efforts, previous trouble (site being banned) with or by any search engine(s),any other efforts that would harm or hinder our results, whether previously, or incurred presently or in the future after acknowledgment the agreement with Hero Local. Hero Local is not liable for the results or any outcome of this engagement. Also, if there are any modifications to the work performed by Hero Local, without prior written consent is considered a breach of this agreement. Hero Local is also not liable or responsible for acts of God or other force majeure actions.

Hero Directory – Directory Optimization

Keywords

Keywords must be finalized by the Client within 7 days of acknowledgment of this agreement. Failure to finalize the optimization keywords within 7 days will result in Hero Local finalizing the keyword list on behalf of the Client. Any modification to the time frame and keyword list can only be altered if mutually agreed upon in writing, by both parties.

Search Engines

Search Engines are their own separate entities, they can change placement and/or ranking results at any time, for which, Hero Local will NOT assume any liability. Further, Hero Local will not assume any liability for copyright infringements for keywords/phrases chosen by the client used in the optimization or on the pages uploaded to the client’s website or used in our link popularity networking. The client must also inform Hero Local as to the existence of such infringements, in writing.

SEO Optimization Success

Client acknowledges and agrees that there are no guarantees of success after search engine optimization. Client agrees that Hero Local shall not be liable for clients business not yielding the results expected the after optimization of the website. Furthermore, Client agrees that Hero Local does not guarantee any business success or any results thereof.

Hero Social – Social Media Management

Hero Local shall deliver the Project Plan as outlined in the provided proposal. Customer shall have five (5) days to review and comment upon the Project Plan. Upon approval of the Project Plan by Customer, Hero Local shall immediately commence development of the Web Site in conformance with the Project Plan.

Hero Local shall deliver the Project Plan as outlined in the provided proposal. Customer shall have five (5) days to review and comment upon the Project Plan. Upon approval of the Project Plan by Customer, Hero Local shall immediately commence development of the Web Site in conformance with the Project Plan. Hero Local shall deliver the Project Plan as outlined in the provided proposal. Customer shall have five (5) days to review and comment upon the Project Plan. Upon approval of the Project Plan by Customer, Hero Local shall immediately commence development of the Web Site in conformance with the Project Plan.

Changes in Project Scope If at any time following acceptance of the Project Plan, Customer should desire to change the specifications or other elements of the Project Plan, Customer shall submit to Hero Local a written proposal specifying such changes. Hero Local shall evaluate each such proposal and shall submit to Customer a written response within five (5) working days following receipt thereof. Hero Local response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement.

If at any time following acceptance of the Project Plan, Customer should desire to change the specifications or other elements of the Project Plan, Customer shall submit to Hero Local a written proposal specifying such changes. Hero Local shall evaluate each such proposal and shall submit to Customer a written response within five (5) working days following receipt thereof. Hero Local response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement.

Hero Promote – Customer Retention

Once the client approves the site, content, and design, the site will be considered live. At that point, no additional content can be added to the client’s site. Client shall have seven (7) days to further inspect, test and evaluate the Web Site for content related errors or programming errors. If the client finds any problems, they are to notify Hero Local via email stating the corrections that need to be made. Hero Local will have 2 days from the receipt of the email to correct the deficiencies. The Client then has an additional seven (7) days to inspect, test and reevaluate the Site.

Location of Website

Hero Local will host the website as part of the Hero Local and provide access on management portal on request. All HTML files and images are included as part of the package and will continue to be available for the term of the agreement.

Rights to Work Product

Hero Local hereby acknowledges that the Deliverables and any other documentation, materials or intellectual property hereunder (collectively, the “Work Product”) are works which have been specially commissioned by Customer and are “work made for hire” for Customer and Customer shall own all right, title, and interest therein. Customer shall be considered the author of the Work Product for purposes of copyright and shall own all the rights in and to the copyright of the Work Product and, as between Customer and Hero Local, only Customer shall have the right to obtain a copyright registration on the same which Customer may do in its name, its trade name or the name of its nominee(s). Accordingly, among other things, Customer is the author and owner of the Work Product and shall have the sole and exclusive rights to do and authorize any and all of the acts set forth in Section 106 of the Copyright Act with respect to the Work Product and any derivatives thereof, and to secure any and all renewals and extensions of such copyrights. To the extent Hero Local does not own such Work Product as a work made for hire, Hero Local hereby assigns, transfers, releases and conveys to Customer all rights, title, and interest to such Work Product, including but not limited to all other patent rights, copyrights, and trade secret rights.

Training

Hero Local shall provide no training in the use of the Web Site. Limited support via phone or e-mail will be available to Customer for 30 days following acceptance of the Web Site. “Limited support” shall include instructions to access, alter, and maintain the Web Site using software and/or technology purchased by Customer. Hero Local is not responsible for providing software and/or technology to Customer.Assignment: Either party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other party.

Assignment

Either party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other party.

Professional Websites

Our websites are based on pre-designed and pre-optimized templates that are geared to your industry. Our packages do not include a complete custom website design.

Hero Ads – Pay Per Click Services

Business Assessment

The Client will need to provide the required information and access to the business in order for Hero Local to complete the initial business assessment.Keyword Research

Keyword Research

An initial targeted keyword list must be provided by Client to Hero Local in order to initiate the keyword research and provide an estimate of the Cost Per Click (CPC). The initial keyword list will also be used to research additional keywords required to achieve optimal CPC, quality score, customer base and the targeted market by the client in order to achieve the overall internet marketing objective.

Ad Copy

Hero Local will create as many ads as necessary to increase CTR and conversions. Hero Local will not require the approval of Client to create ads unless a separate arrangement is agreed upon. The client will need to determine if ad approval is required during the signing of the agreement before an ad can be included in a campaign.

Hero Local will create as many ads as necessary to increase CTR and conversions. Hero Local will not require the approval of Client to create ads unless a separate arrangement is agreed upon. The client will need to determine if ad approval is required during the signing of the agreement before an ad can be included in a campaign.

Monthly Fees

The client is required to provide Hero Local with the initial goals for the overall PPC campaign. If more than one PPC service is used, Hero Local will reserve the right to distribute the overall budget across the PPC services as deemed necessary for best results. The agreed upon budget amount may have a variance of up to 20% on any given day from the set daily budget. PPC systems may deliver up to 20% more ads than your daily budget calls for. This helps make up for other days in which your daily budget is not reached. However, your monthly management fee will never be more than your contracted monthly budget although additional spend may be billed at the end of each month for the additional spend.

Hero Local charges a 50% of the First Month Agreement for Setup and then it will be an ongoing 25% of the spend that will be used for the fees. For example for our $999 package, the first month will include a $499 setup fee and the remainder of the $500 will be included for the ad spend. After the first month, the $999 total budget will spend $800 on Ads and $199 will go towards the advertising management fees.

Account Ownership

Hero Local reserves the right to the ownership of the advertising account and will be configured under Hero Local’s optimized account and services with Google Adwords and using Facebook for Remarketing. If the account is canceled by the client, all information retained is the property of Hero Local and will be deemed the sole owner unless other terms are made outside of this agreement.

PPC Providers

As PPC advertising providers and search engines are their own separate entities, keywords being bid on can change ad placement and/or cost at any time, for which, Hero Local will NOT assume any liability. Hero Local will report any major fluctuations in ad placement and cost for specific keywords to Client in order for Client to make the required decision to alter the budget or price for the keywords. Further, Hero Local will not assume any liability for copyright infringements for keywords/phrases chosen by the client used in the PPC campaign or on the pages onto the client’s website.

PPC Provider Fees

PPC management fees don’t include the actual PPC click fees charged by PPC advertising providers such as Google Adwords, MSN AdCenter or Yahoo Publishing. PPC management fees and PPC advertising provider fees are two different costs; the PPC management pricing included in the proposal is only for PPC management and does not include PPC advertising provider costs which are billed separately and directly to Client by the PPC advertising provider.

Termination Of Service

This engagement shall commence upon execution of this agreement and shall continue and remain in effect as outlined in the original electronically signed proposal. The Client must give a 30-day cancellation notice after the initial agreement term by providing a written letter, fax, or email, or utilizing our website cancellation link to end either service. A confirmation number will be provided to the client as proof of cancellation. Verbal cancellations will not be accepted under any circumstances. Any payment due within the 30 day cancellation period will be billed in full.