iLOCALHERO, LLC TERMS OF SERVICE
Last Updated: August 3, 2026
These Service Terms (these “Terms”) are posted at https://www.ilocalhero.com/service-terms and govern all services provided by iLocalHero, LLC, a Delaware limited liability company (“iLocalHero,” “we,” “us”), to any client that receives services from iLocalHero pursuant to an accepted proposal, statement of work, scope of work, order form, or service description referencing these Terms (each, a “Service Description”) (“Client,” “you”). These Terms, the applicable Service Descriptions, and, where applicable, the Business Associate Agreement between the parties (the “BAA”) together form the “Agreement.” Client accepts these Terms by any of the following: accepting a Service Description that references these Terms; executing the BAA; paying an invoice for services; or using or continuing to receive the services. No signature on these Terms is required for them to be binding.
1. Services. iLocalHero will provide the marketing, advertising, search engine optimization, web development, lead tracking, and related services described in one or more Service Descriptions. Services are provided on a month-to-month basis unless a Service Description expressly states otherwise.
2. Term; Renewal; Cancellation. Each service subscription renews automatically each month until cancelled. Either party may cancel any service at any time by written notice, effective at the end of the then-current billing period. Fees for the then-current billing period are non-refundable. Cancellation of services does not terminate the BAA, which continues in accordance with its terms.
3. Fees and Payment. Client will pay the fees stated in the applicable Service Descriptions. iLocalHero may change fees by notice to Client; changes take effect at the beginning of the next billing period. Amounts payable by Client are exclusive of taxes, third-party platform spend (including advertising budgets), and third-party subscription costs, which are Client’s responsibility unless a Service Description states otherwise.
4. Client Responsibilities. Client will: (a) provide accurate and complete information and timely access, approvals, and credentials reasonably needed to perform the services; (b) ensure it owns or has rights to all content, trademarks, and materials it provides (“Client Materials”); (c) comply with all laws applicable to Client’s business, including advertising and solicitation rules of Client’s profession; and (d) review deliverables and campaigns and promptly notify iLocalHero of any errors or required changes.
5. Communications Recording and Consent. Certain services include call tracking, call recording, and transcription of calls, form submissions, and chats. Client is solely responsible for complying with federal and state wiretapping, eavesdropping, and call-recording consent laws in every jurisdiction from which its callers may call, including all-party consent states. Client will either (a) direct iLocalHero to enable the recorded-line announcement features available in the applicable platform, or (b) itself provide callers with all legally required notice of recording. Client will maintain appropriate recorded-call disclosures on all tracked numbers and will inform its own personnel that calls may be recorded.
6. Analytics and Advertising Platforms. Client acknowledges that certain widely used analytics and advertising platforms, including Google Ads and Google Analytics, do not offer business associate agreements and prohibit the transmission of protected health information (“PHI”) to them. iLocalHero will configure such platforms using available privacy controls, including exclusion of PHI from URLs, page titles, form parameters, and event data. Client is responsible for the content of its website (including page URLs and titles) and for instructing iLocalHero as to which pages, forms, phone numbers, and conversion events may be tracked. Conversion measurement may involve transmitting click identifiers (e.g., the Google Click ID (GCLID), Meta click ID, or Microsoft Click ID) and conversion event data back to the applicable advertising platform; iLocalHero will configure such conversion uploads to include only the click identifier and the conversion event name, time, and value, and to exclude names, contact information, and health information. For Clients that are HIPAA covered entities, iLocalHero will not enable enhanced conversions, customer-list or hashed-identifier uploads, or remarketing or retargeting audiences unless Client directs it in writing after being advised that those features transmit identifiers to platforms that do not offer business associate agreements. iLocalHero will have no liability for information transmitted to such platforms as a result of Client’s website content or Client’s instructions.
7. Third-Party Services. iLocalHero uses third-party platforms and subcontractors to deliver services (each, a “Vendor”), as identified in Exhibit A to the BAA where the BAA applies. Vendors provide their services under their own terms, as those terms may be amended by the Vendor from time to time, and those terms typically limit the Vendor’s liability to a small amount (in some cases one month of fees paid to the Vendor). For any failure, outage, security incident, or breach occurring within a Vendor’s platform and not caused by iLocalHero’s breach of this Agreement, iLocalHero’s liability to Client will not exceed the amounts iLocalHero actually recovers from the Vendor with respect to that event, and in all cases remains subject to Section 11.
8. Intellectual Property. Upon payment in full, deliverables created specifically for Client under a Service Description are assigned to Client, excluding iLocalHero’s pre-existing materials, tools, templates, processes, and know-how, for which iLocalHero grants Client a non-exclusive license to the extent embedded in deliverables. Client grants iLocalHero a non-exclusive license to use Client Materials as needed to perform the services. iLocalHero may identify Client as a client and describe the general nature of the services in its marketing unless Client opts out in writing.
9. Confidentiality. Each party will use the other party’s non-public business information only to perform under this Agreement and will protect it with reasonable care. This Section does not limit either party’s obligations under the BAA, which governs PHI.
10. No Guarantee; Warranty Disclaimer.
EXCEPT AS EXPRESSLY STATED IN A SERVICE DESCRIPTION, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” iLOCALHERO DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. iLOCALHERO DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR SEARCH RANKING, TRAFFIC LEVEL, LEAD VOLUME, CONVERSION RATE, ADVERTISING PERFORMANCE, OR REVENUE OUTCOME, ALL OF WHICH DEPEND ON FACTORS OUTSIDE iLOCALHERO’S CONTROL.
11. Limitation of Liability.
(a) EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT WILL iLOCALHERO OR ITS MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOST DATA, ARISING FROM OR RELATING TO THE SERVICES OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 11(a) IS INDEPENDENT OF SECTION 11(b) AND REMAINS IN EFFECT EVEN IF SECTION 11(b) IS HELD UNENFORCEABLE.
(b) CAP. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE BAA, OR ANY SERVICE DESCRIPTION, iLOCALHERO’S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY CAUSE WHATSOEVER — EXPRESSLY INCLUDING CLAIMS ARISING OUT OF OR RELATING TO THE BAA, THE HIPAA RULES (AS DEFINED IN THE BAA), INDEMNIFICATION, REGULATORY FINES OR PENALTIES ASSESSED AGAINST CLIENT, AND BREACH NOTIFICATION COSTS — AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CLIENT TO iLOCALHERO FOR SERVICES DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
(c) Basis of the Bargain. The parties acknowledge that iLocalHero’s fees reflect the allocation of risk in this Section 11 and that iLocalHero would not provide the services at those fees without it.
(d) Reformation. If any limit in this Section 11 is held unenforceable as to a claim, it will be reformed to the maximum limitation permitted by applicable law as to that claim and will remain in effect as to all other claims.
12. Indemnification by Client. Client will indemnify, defend, and hold harmless iLocalHero and its members, managers, employees, consultants, agents, and representatives from and against any and all third-party claims, losses, liabilities, damages, and costs (including reasonable attorneys’ fees) arising from: (a) Client Materials or the content of Client’s website; (b) Client’s products or services, or the professional services Client renders to its patients or customers; (c) Client’s failure to obtain any legally required consent to call recording or other communications monitoring under Section 5; (d) tracking or data-collection configurations implemented at Client’s instruction under Section 6; or (e) Client’s violation of this Agreement or of applicable law.
13. Changes to These Terms. iLocalHero may amend these Terms by posting an updated version at https://www.ilocalhero.com/service-terms with a revised “Last Updated” date and giving Client at least thirty (30) days’ advance notice of material changes by email or in writing. Changes take effect thirty (30) days after notice; Client’s continued use of the services after the effective date constitutes acceptance. If Client objects to a change, Client may cancel under Section 2 before the change takes effect. The version of these Terms in effect at the time of an event governs claims arising from that event.
14. Governing Law; Dispute Resolution.
(a) This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws principles, except to the extent preempted by federal law.
(b) Any dispute arising out of or relating to this Agreement or the services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Chicago, Illinois. Judgment on the award may be entered in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING; DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. Either party may seek injunctive relief in a court of competent jurisdiction to prevent or restrain an actual or threatened impermissible use or disclosure of PHI or confidential information.
(c) No action arising out of or relating to this Agreement may be brought more than one (1) year after the party bringing it knew or reasonably should have known of the facts giving rise to the claim, except where a longer period is required by applicable law.
15. General.
(a) Entire Agreement; Order of Precedence. The Agreement (these Terms, the Service Descriptions, and the BAA, if any) is the entire agreement between the parties regarding the services and supersedes all prior discussions and agreements regarding the services. If the BAA applies, the BAA controls solely as to the parties’ HIPAA compliance obligations with respect to PHI; provided that nothing in the BAA creates monetary obligations of iLocalHero beyond, or limits the application of, Sections 10, 11, and 12 of these Terms, which apply to all claims, including claims arising out of or relating to the BAA. If a Service Description conflicts with these Terms, these Terms control unless the Service Description expressly states that it amends an identified section of these Terms.
(b) Notices. Notices must be in writing and delivered by email with confirmation of transmission or by nationally recognized courier: if to iLocalHero, to [email protected] / 16192 Coastal Highway, Lewes, DE 19958, Attn: iLocalHero Legal Team; if to Client, to the primary contact and billing email addresses associated with Client’s account. Client is responsible for keeping its contact information current. Email alone is sufficient for routine service and billing notices and for reports under the BAA.
(c) Assignment. Neither party may assign this Agreement without the other party’s written consent, not to be unreasonably withheld, except that iLocalHero may assign it in connection with a merger, reorganization, or sale of substantially all of its assets.
(d) Independent Contractor. iLocalHero is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
(e) Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including platform outages, acts of third-party providers, and changes to search engine or advertising platform algorithms or policies.
(f) Severability; Waiver; Survival. If any provision is held invalid, the remainder remains in effect. Waiver of one breach is not waiver of another. Sections 8 through 15 survive termination.
Questions about these Terms may be directed to [email protected].