REMEDIES. A one time cancellation fee, regardless of term or contract length, not to exceed $1,500 (one thousand five hundred dollars) and applies to all subsequent remedies. This fee may be forgiven or reduced at the sole discretion of LeadsNearby.

Cancelation Within Initial Term: If the Client cancels the agreement during the initial or renewal term, all payments due will be considered due and may be requested immediately.  Any payments made and collected will be considered fully earned without a refund.  If LNB cancels the agreement any monies paid for services not yet rendered to the Client shall be returned to the Client.  If the Client fails to pay for more than 90 days, LNB may consider the Client’s program terminated and cease all services without additional notice.   The client agrees to pay the outstanding balance before the Client program will be restarted. 

Temporary Business Closure (Program Forbearance status):  LeadsNearby will honor requests for temporary marketing program payment pausing caused by Government-mandated (local, state, or Federal) shut down regardless of whether in the initial term or renewal term. 

If any request is made by the Client to pause, suspend, or otherwise cease work due to a temporary business closure caused by natural events, pandemics, or extenuating circumstances LeadsNearby will; verify the request, will add a statement to the client’s website denoting the temporary closure, will forgive all payments owed during the time of the closure until such time the Client is ready to being work, will schedule a call 3 months from the date of the request to gauge the current market (or earlier if circumstances warrant) and to make plans to reopen, and will change all user names and passwords to the website.  The Clients’ responsibility during this time is to denote the temporary closure on their primary and all applicable Google My Business location pages. 

Temporary business closures will extend the agreement length with LeadsNearby by an amount of time equal to twice the length of the closure. During the temporary closure period, your agreement is in Forbearance (deferred) status, and once resumed, your original monthly agreement will be in effect and guaranteed payable to LeadsNearby.  

If your business does not resume work after the temporary closure period (deferral), then the terms of “Business Closure” will apply.  Should you decide to move marketing services during the Forbearance (deferred) period, an amount equal to the monthly agreement for the full remaining agreement (original plus closure extension) will be due in order to process your release.  

Example: Client A, who is paying $500 per month, closes temporarily for 3 months due to the local government mandate (with 6 months remaining on their original agreement). LeadsNearby will suspend all payments due until the local Government lifts the mandate. At that time Client A’s program with LeadsNearby is extended for a 6 month period (for a new total of 12 months remaining = 6 months of the original agreement plus 6 months due to closure extension). Should Client A select a new marketing firm during this 6 month temporary closure period the entire amount of the original plus extended agreement (12 months in this example) becomes due (minus any partial payments made within the 6 deferred months).

Business Slowdown Reduction (Program Maintenance-only status):  A client may invoke this clause if experiencing a slowdown in business (including but not limited seasonal fluctuations in demand, natural disasters, pandemics, etc…).

The following agreement provisions apply if this clause is requested (invoked) by the Client: A member of the LeadsNearby executive team will review and analyze all current data and must speak with the Client, LeadsNearby will lower the Clients’ payment by up to 75% of the contracted monthly rate (the amount to be negotiated in good faith by but ultimately at the sole discretion of LeadsNearby), LeadsNearby will maintain all current services to the fullest extent possible however all client logins will be suspended unless otherwise agreed to. LeadsNearby will also schedule a minimum bi-weekly call with the Client to review current market data, weather trends (if applicable), sales lead flow, and call volume (collectively referred to as Key Performance Indicators (KPI). 

Business slowdown reductions will extend the agreement length with LeadsNearby by an amount of time equal to twice the length of the program reduction. During the business slowdown reduction period, your agreement is in maintenance-only status, and once resumed, your original monthly agreement will be in effect and guaranteed payable to LeadsNearby with an agreement term equal to the original remaining period plus the extension period).  The program will return to normal status due to one of these conditions; the Client may request resumption at any time, the KPI’s may demonstrate a return to normal levels or a predefined date of up to 3 months from the original request.

If your business does not resume work after the temporary closure period (deferral), then the terms of “Business Closure” will apply.  Should you decide to move marketing services during the Forbearance (deferred) period, an amount equal to the monthly agreement for the full remaining agreement (original plus closure extension) will be due in order to process your release.  

Example: Client B slows down during the typical shoulder season and asks LeadsNearby for a temporary program reduction to preserve cashflow (with 4 months remaining on their original agreement). LeadsNearby agrees to lower the monthly rate to 50% for Client B during this time while still providing all contracted services at a maintenance-only level. In 3 months Client B sees business opportunities increase to a normal level. At that time Client B’s program with LeadsNearby returns to normal monthly agreement with an extension of a 6 month period (for a new total of 10 months remaining = 4 months of the original agreement plus 6 months due to program reduction). Should Client B select a new marketing firm during this 3-month program reduction period the entire amount of the original plus extended agreement (10 months in this example) becomes due (minus any partial payments made within the 3 reduced months).

Business Closure Any business that is closing permanently will still require a 30 day written notice. Upon notification, all client log-ins will be suspended immediately unless otherwise agreed to by a member of the LeadsNearby executive team.

Transitioning Business (Due to Merger or Acquisition): Any business that is being sold or acquired will require a 30 day written notice and payment will immediately become due for all remaining amounts of the original or renewal agreement term. Upon notification, all client log-ins will be suspended immediately unless otherwise agreed to by a member of the LeadsNearby executive team.

Correction of Changes Made through Client access: A client may request access to their website or other platforms at any time.  Once provided with access capable of performing edits, the client agrees to take full responsibility for the actions performed through such access (whether done by the client or a third party acting on their behalf using the client’s access).  

Client agrees to hold LeadsNearby harmless and fully indemnify if that access is used to violate copyright/trademark or other applicable intellectual property agreements.  Further, Client agrees that if LeadsNearby is required to make corrections or modifications the Client agrees to pay $150/hour for documented corrective actions. These corrections may be to any platform Client has been granted access and may take the form of written content, multimedia content, technical changes or other as necessary to return platform and systems to working conditions.

CONFIDENTIALITY. LNB and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use, collect, store, copy, save, divulge, disclose, communicate (collectively “Use”), or knowingly allow others to Use any confidential, private or proprietary information regarding Client and its trustees, officers, employees, grantees, grants, agreements, investments, and technology (including vulnerabilities discovered by LNB) (collectively “Information”). LNB and its employees, agents, or representatives will protect such information and treat it as strictly confidential. This provision will survive and continue to be effective after the termination of this Contract, regardless of the reason for such termination. Upon termination of this Contract, LNB will return to Client all records, notes, documentation and other items that were used, created or controlled by LNB during the term of this Contract.

COPYRIGHTED OR TRADEMARKED WORKS. All work product produced by LNB is original or purchased under appropriate license for the purpose intended.  By agreeing to the terms, Client warrants it has appropriate copyright and/or trademark license to any content (words) or images provided to LNB for reuse in the services covered by the agreement.  If Client provided content or images are found to be in violation of copyright or trademark, LNB will remove said content or images within 3 business days of being notified (time being of the essence). Client solely and expressly accepts any and all penalties or liability resulting from Client provided content or images.

WARRANTY AND REPRESENTATION.  Client represents and warrants that (a) it has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder; (b) neither this Agreement nor Client’s performance of its obligations hereunder will place Client in breach of any other contract or obligation and will not violate the rights of any third party; and (c) Customer will not use the services or Tools provided by LNB in any manner which is in violation of any law or regulation.

INDEMNIFICATION.  Client hereby agrees to indemnify, defend and hold harmless LNB from and against any and all actual or threatened claims, actions, damages, liabilities, costs and expenses, including without limitation reasonable attorney’s fees and expenses, arising out of or in connection with: (a) any representations made by Client herein; (b) Client’s failure to comply with applicable law or regulation; (c) third party claims of infringement of any patents, trade secrets, copyrights, trademarks, service marks, trade names or similar proprietary rights alleged to have occurred; and (d) any damages incurred directly or by virtue of a claim made by a third party, in either case, arising out of a breach of the party’s representations, warranties, covenants or duties arising out of, or in connection with, this Agreement.

NONEXCLUSIVITY. Client understands this agreement is not exclusive unless otherwise noted.  Client further understands and agrees that LNB generates new business through the success of its clients and LNB may add new business in the metro area and vertical combination of Client as a result of Client success.  An exclusive metro area / vertical license may be available at additional cost and such license will be governed by the terms quoted and agreed upon separately.

TIMELY COMMUNICATION. Client understands that LNB will require certain information from Client in order to effectively carry out the execution of the services.  Client, therefore, agrees to provide timely communication.

MUTUAL NON DISPARAGEMENT. Neither the Client nor LNB shall make any oral or written statements about the other party which is intended or reasonably likely to disparage the other party, or otherwise degrade the other party’s reputation in the home or commercial services industries.

NO WARRANTY: THE SERVICES PERFORMED OR PROVIDED BY LNB ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LNB HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES AND ANY LICENSED PRODUCTS OR SOFTWARE, INCLUDING ANY THIRD-PARTY SOFTWARE OR APPLICATIONS, PROVIDED ALONG WITH THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LNB OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

LNB DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LNB MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICES WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL CONTENT DELIVERED TO YOU THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

PROPRIETARY SOFTWARE.  The Services provided by LNB to the Client may include software or applications (collectively “Tools”) that were developed by LNB for the benefit and use of the Client during the term of their service.  These tools represent a significant investment in research and development on the part of LNB and provide substantial ongoing value to the Client.  The Client agrees to remove these Plugins (if present) upon cancellation:

  • LeadsNearby plugin – ClipIt Coupons
  • LeadsNearby plugin – CS Analytics
  • LeadsNearby plugin – Schema Options
  • LeadsNearby plugin – Tech Profiles
  • LeadsNearby plugin – Overall Nearby Now review ratings
  • LeadsNearby plugin – White Label
  • LeadsNearby plugin – Page Duplicator
  • LeadsNearby plugin – Bulk Service Area Generator
  • LeadsNearby plugin – All in One

The following Field Service / Dispatch and Dealer support specific plugins and integrations (if present):

  • ServiceTitan – Gravity forms addon
  • ServiceTitan – Marketing Automation integration
  • FieldEdge – Addon
  • ServiceTrade – Client portal
  • Lennox Integration

And the following paid tool keys:

  • Gravity Forms Support Key
  • WP Rocket License Key
  • WordPress 4.5 jQuery Hot Fix
  • Akismet API Key
  • wpMandrill API Key

If the client wishes to retain and use these Tools after cancellation LNB will provide a quotation for an ongoing monthly license(s).  Such license(s) will be governed by the terms quoted and agreed upon separately.

LICENSED SOFTWARE.  The Services provided by LNB to the Client may include other third-party software or applications that is governed by an End User License Agreement between the Client and the owner or licensor of the third-party software or application.  The use and terms of that third-party software and applications shall be governed by those separate End User License Agreements.

LIMITATION OF LIABILITY.  TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LNB BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LNB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  In no event shall LNB’s liability to the Client, for any reason, exceed the total amount paid by Client to LNB for Services in the three months preceding the accrual date of any incident or event that is alleged to have caused damage, liability, or loss.

ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this contract. This Contract supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If any provision of this contract will be held to be invalid or unenforceable for any reason, the remaining provisions continue to be valid and enforceable. If a court finds that any provision of this contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT. This Contract may be modified or amended in writing, if signed by the parties obliged under the agreement.

ARBITRATION.  Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  If the American Arbitration Association declines to administer any dispute hereunder, the parties shall submit the matter to the Wake County, North Carolina Civil Superior Court for the appointment of another arbitrator pursuant to the United States Arbitration Act (9 U.S.C. Section 1, et seq.)  The arbitrator shall be a person agreed upon by all parties and having experience with and knowledge of the computer software business.  The arbitration shall be conducted in the English language.  The place of arbitration shall be in Raleigh, Wake County, North Carolina.  This agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina.  The United States Arbitration Act (9 U.S.C. Section 1, et seq) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.  Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results or any arbitration hereunder without the prior written consent of both parties.  Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy.)

NOTICE. Any notice or communication required or permitted under this contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

ASSIGNMENT. LNB may assign or transfer this Contract to a Successor without the prior written consent of the non-assigning party.

SUCCESSORS. This agreement benefits and binds the parties and their respective heirs, successors and permitted assigns.

USE OF NAME. Client agrees to allow LNB to use its name, logo image or description of its relationship with Client at its discretion.

Government (local, state, or Federal) imposed sanctions. If for any reason, a local, state, or the federal government imposes a closure or otherwise denotes your business as “not essential”… the following should apply.