Last updated July 7, 2026. These Default Contract Terms govern every engagement between you and ScaleLocal whenever no separate written agreement signed by both parties is in effect. They apply together with our Terms of Service and Privacy Policy.
These Default Contract Terms (the “Terms”) are the standing engagement agreement between Scale Systems LLC (“ScaleLocal,” “we,” “us,” or “our”) and you, the client (“Client,” “you,” or “your”). They apply by default to all services, software, and deliverables we provide (“Services”) whenever there is no separate master services agreement, statement of work, or other engagement contract signed by both parties that specifically supersedes them. Where a later signed agreement exists, that agreement controls only to the extent it expressly conflicts with these Terms; on all other points these Terms continue to apply.
Please read these Terms carefully. By requesting Services, accepting an invoice, using any deliverable, or making any payment, you agree to be bound by them.
These Terms govern by default whenever no separate signed contract is in place between you and ScaleLocal. You accept and become bound by these Terms, without the need for any signature, by doing any of the following:
Each of the above independently constitutes your acceptance of these Terms and forms a binding agreement. Each invoice, order, or statement of work you accept incorporates these Terms by reference. If you do not agree to these Terms, you must not request, accept, use, or pay for any Services. We may update these Terms from time to time; the version in effect when you request or pay for a given engagement governs that engagement, and your continued use of Services after an update constitutes acceptance of the updated Terms.
The scope of any engagement is strictly limited to the specific items expressly itemized on the applicable invoice, estimate, or written order. Anything that is not expressly listed is out of scope.
We reserve the right to decline, defer, or re-quote any request that exceeds the itemized scope.
All fees are due and payable in full on the date the invoice is sent or issued. Invoices are “due upon receipt” and payable immediately; issuance of the invoice is deemed receipt. Unless an invoice expressly states different net terms, no grace period, net-30, or deferred term applies, and payment is not contingent on your review, approval, use, or satisfaction, or on the completion of any future work.
By providing a payment method (credit card, debit card, or bank/ACH details) or by keeping a payment method on file with us or our payment processor, you authorize ScaleLocal to automatically charge that payment method, without further notice or authorization, for:
This authorization is a continuing authorization that remains in effect until all amounts you owe are paid in full and you have cancelled in accordance with Section 9. You agree to keep a valid, current payment method on file, and you authorize us to update card details through account-updater services offered by card networks. If a charge is declined, we may retry it and may suspend Services until payment succeeds.
Any amount not paid when due is past due immediately. On all past-due balances you agree to pay a late charge of 1.33% per month (approximately 16% per year), or the maximum rate permitted by North Carolina law if lower, assessed on the outstanding balance from the due date until paid in full.
You are responsible for all costs of collection, including reasonable attorneys’ fees, court costs, collection-agency fees, and processing charges, to the maximum extent permitted by law. Our acceptance of any late or partial payment does not waive the late charge, waive any past-due amount, or waive our right to enforce these Terms. All late charges and remedies are cumulative and in addition to our other rights.
Advertising spend and third-party costs are not included in our fees and are billed separately as pass-through costs. These include, without limitation, media and ad spend (Google, Meta, Microsoft, and other networks), messaging and carrier fees (SMS/A2P, voice, WhatsApp), print, postage, and direct-mail production and delivery, software, platform, subscription, licensing, stock, domain, hosting, data, list, and API costs, and vendor, contractor, or influencer fees.
To the maximum extent permitted by law, all payments are non-refundable. Fees, deposits, retainers, prepayments, and pass-through funds are earned when paid and are not refundable in whole or in part, including where you cancel, pause, fail to provide materials or approvals, stop using the Services, are dissatisfied with results, or where an engagement is terminated for any reason. Because our Services involve labor, allocated capacity, third-party commitments, and non-recoverable costs incurred on your behalf, no refund, credit, or offset is available for work performed, time reserved, or costs incurred. Any exception must be granted by us in writing and is made at our sole discretion.
By paying any invoice, you confirm the charge is authorized and valid. You agree not to initiate any chargeback, payment dispute, ACH reversal, or reversal request with your card issuer, bank, or payment processor for any charge governed by these Terms. If you have a billing concern, you must contact us first at info@scalelocal.ai so we can address it.
Any chargeback or payment reversal you initiate is a material breach of these Terms. In that event you agree that: (a) the disputed amount remains fully due and owing; (b) you are liable for the disputed amount plus any fees charged to us by the processor or bank, late charges under Section 5, an additional chargeback penalty equal to eighteen percent (18%) per year on the disputed amount, accruing from the date of the chargeback until the full amount is paid in full, and our costs of collection including reasonable attorneys’ fees; (c) we may immediately suspend or terminate all Services and revoke any license or ownership rights in deliverables; and (d) we may report the matter to collections and to fraud-prevention services. You authorize us to submit these Terms, the invoice, and evidence of your acceptance and use of the Services to the processor or bank to dispute any chargeback.
All fees are exclusive of taxes. You are responsible for all sales, use, excise, gross-receipts, VAT, GST, and other taxes, duties, levies, or governmental charges arising from the Services, excluding only taxes on our net income. If we are required to collect or remit any such tax, we may add it to your invoice and charge it to your payment method. If you claim any exemption, you must provide a valid exemption certificate; otherwise you remain responsible for the tax and for any assessment, interest, or penalty resulting from non-payment.
Unless the invoice or order states a specific term, each engagement is month-to-month and automatically renews for successive billing periods until cancelled as provided here.
If any amount is past due, or if a payment is declined, disputed, or reversed, we may — in addition to our other remedies and without liability — immediately suspend, pause, throttle, or stop all or any part of the Services, including pausing campaigns and ad spend, halting deliverables, and disabling access, credentials, software, logins, or accounts, until all past-due amounts (with late charges) are paid in full. Suspension does not relieve you of the obligation to pay recurring or already-incurred fees. We are not responsible for any loss of performance, ranking, data, momentum, or results caused by a suspension or stop-work resulting from your non-payment, and time-based deliverables and terms are not extended by any such suspension.
Ownership of final deliverables transfers to you only upon our receipt of full payment of all amounts due for the applicable engagement (and while no amount is otherwise past due). Until then, all deliverables, drafts, and work product remain our exclusive property, and any use of them by you before full payment is unauthorized and revocable.
You agree to cooperate and to provide, promptly and in usable form, everything we reasonably need, including materials, content, brand assets, approvals, feedback, decisions, budgets, and access to accounts, platforms, domains, and analytics. Delays, missing materials, or slow approvals may delay delivery and may result in additional charges, and do not entitle you to any refund or fee reduction. Timelines are estimates only.
You represent and warrant that: (a) you own or have all rights, licenses, and permissions to everything you provide (content, data, lists, logos, and marks) and that our use of it will not infringe or violate any third-party right; (b) for any contact data, phone numbers, email addresses, or messaging lists you provide or ask us to use, you have obtained and maintain all legally required consents and opt-ins, including for SMS/text, email, WhatsApp/Meta, voice, and other channels; (c) your use of the Services and all materials you provide comply with all applicable laws, including the TCPA, CAN-SPAM, A2P 10DLC and carrier rules, telemarketing and Do-Not-Call rules, and privacy and data-protection laws; and (d) the information you give us is accurate and current. You are solely responsible for your business, offers, claims, products, licensing, and regulatory compliance. You will indemnify us under Section 18 for any breach of these warranties.
Your compliance and liability. You are independently responsible for complying with every privacy, data-protection, and data-sharing law that applies to your business and to any data you collect, control, provide, or ask us to process — including the CCPA/CPRA and the California Delete Act, other U.S. state privacy laws, and the EU and UK GDPR and any other international data-sharing law. You are responsible for your own required notices, consents, consumer-rights responses, and any data-broker or other registrations. We act on your instructions and do not verify your compliance, and you hold all liability for, and will indemnify us under Section 19 against, any claim, fine, penalty, or loss arising from a violation of any such law in connection with your data or the work you direct.
You authorize ScaleLocal to send communications on your behalf and to communicate with you across any channel, including SMS/text, WhatsApp and other Meta messaging, email, telephone and voice calls (including AI voice agents and call recording), ringless voicemail, web chat and AI chatbots, push notifications, direct mail, social media direct messages, and any other or future/emerging communication channel we may adopt. You warrant that every recipient of a message we send on your behalf has provided all consents required by law, and that the content, offers, and timing you approve comply with all applicable laws and platform rules. You are responsible for message content and for maintaining opt-out/STOP handling and required disclosures, and you will indemnify us for any claim arising from messages sent on your behalf or from your instructions.
Marketing, advertising, SEO/GEO, AI, and software outcomes depend on many factors outside our control, including your market, offers, pricing, responsiveness, budget, competition, and the policies and algorithms of third-party platforms. Accordingly, we do not guarantee any specific result, including any ranking, traffic, impressions, leads, calls, appointments, sales, revenue, ROI, conversion rate, deliverability, or timeline. Any projection, example, benchmark, or past result is illustrative only and is not a promise. Our obligation is to provide the itemized Services with reasonable professional care; it is not to achieve any particular outcome, and non-achievement of any outcome is not a breach and does not entitle you to any refund or credit.
Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use it only to perform or receive the Services and will protect it with reasonable care. Confidential Information does not include information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information as required by law or legal process, with reasonable notice where permitted. Our tools, software, methods, pricing, and processes are our Confidential Information. Nothing in this Section limits our rights to use data as described in these Terms, our Terms of Service, and our Privacy Policy, including to operate, analyze, and improve our products and services and for permitted advertising and data uses.
To the maximum extent permitted by law, the Services, software, and deliverables are provided “as is” and “as available,” and we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services or software will be uninterrupted, error-free, secure, or free of harmful components, or that any result will be achieved. We are not responsible for the acts, omissions, outages, policy changes, price changes, suspensions, or terms of any third-party platform, network, carrier, or vendor.
To the maximum extent permitted by law, in no event will ScaleLocal or its owners, members, employees, contractors, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenue, leads, data, goodwill, or business opportunity, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages, and regardless of the theory of liability.
Our total aggregate liability for all claims arising out of or relating to the Services or these Terms will not exceed the total fees you actually paid to us for the specific Services giving rise to the claim during the one (1) month immediately preceding the event that gave rise to the claim (excluding pass-through ad spend and third-party costs). This limitation applies in the aggregate and is not per-incident. These limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.
You will defend, indemnify, and hold harmless ScaleLocal and its owners, members, employees, contractors, and affiliates from and against any and all claims, demands, actions, investigations, losses, damages, liabilities, fines, penalties, and costs (including reasonable attorneys’ fees) arising out of or relating to: (a) your business, products, services, offers, or claims; (b) any content, data, lists, or materials you provide or approve, and any messages sent on your behalf; (c) your breach of these Terms or of any representation or warranty, including the data/consent warranties in Sections 13 and 14; (d) your violation of any law or third-party right, including the TCPA, CAN-SPAM, A2P/carrier rules, telemarketing/DNC rules, intellectual-property rights, and privacy laws; and (e) your negligence or willful misconduct. We may participate in the defense with our own counsel at our expense, and you may not settle any matter in a way that imposes any obligation or admission on us without our prior written consent.
Our rates and fees may change. For recurring engagements, we may change fees on notice before your next billing cycle (email to your account address is sufficient); your continued use of the Services or non-cancellation after the notice constitutes acceptance of the new fees. Pass-through ad spend and third-party costs may change at any time based on third-party pricing and are passed through as incurred. Rates quoted on any estimate are valid only for the period stated or, if none, for thirty (30) days.
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, utility or internet failures, cyberattacks, outages or policy changes by third-party platforms, carriers, or vendors, supply-chain disruptions, or governmental action. Payment obligations are not excused by force majeure.
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. Subject to any binding-arbitration provision in our Terms of Service, the exclusive venue for any permitted court action is the state or federal courts located in Wake County, North Carolina, and you consent to the personal jurisdiction of those courts and waive any objection to venue or forum. To the fullest extent permitted by law, each party waives any right to a jury trial and to participate in any class or representative action.
You may not assign or transfer these Terms or any engagement without our prior written consent; we may assign freely, including in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions stay in full effect. Our failure to enforce any provision is not a waiver, and any waiver must be in writing to be effective. The parties are independent contractors; nothing creates a partnership, joint venture, employment, or agency relationship beyond the limited authority expressly granted. Notices to us must be sent to info@scalelocal.ai; notices to you may be sent to the email or address on your account. Section headings are for convenience only.
These Terms, together with the applicable invoice, estimate, or order, and our Terms of Service and Privacy Policy, are the entire agreement between you and ScaleLocal regarding the Services and supersede all prior or contemporaneous proposals, discussions, and understandings on the same subject where no separate signed contract exists. In the event of a conflict, the order of precedence is: (1) a separate master services agreement or engagement contract signed by both parties, which supersedes these Terms only to the extent it expressly conflicts; then (2) the specific invoice, estimate, or written order; then (3) these Default Contract Terms; then (4) our Terms of Service; then (5) our Privacy Policy. Your pre-printed or standard purchase-order terms do not apply and are expressly rejected. No modification of these Terms is binding on us unless made or accepted by us in writing.