1. Parties and electronic acceptance
This Service Agreement is between Viacheslav Zhiltsov, sole proprietor, doing business as LocaVero, mailing address 6425 San Fernando Road, 2nd Floor, Glendale, CA 91201, called "LocaVero," and the person or business identified in the online acceptance record, called the "Client." The Client agrees that typing an authorized name, checking the acceptance boxes, and continuing to payment creates an electronic signature and an enforceable record of acceptance.
2. Services and scope
LocaVero will provide the selected package and only the deliverables listed on the applicable package page, accepted proposal, or written scope. Any material addition, integration, revision cycle, migration, content production, third-party setup, or custom development outside that scope requires a written change order or separate quote.
3. Fees and payment
- The package setup price is shown before acceptance. The Client may pay the setup in full or pay a 50% kickoff deposit when that option is displayed.
- Unless a proposal states otherwise, the remaining setup balance is due before public launch or delivery of final transferable files.
- Third-party subscriptions, advertising, usage, carrier, payment-processing, domain, hosting, app-store, and licensing costs are separate unless expressly included.
- Recurring support begins only when included in an accepted proposal or separately purchased.
- LocaVero may pause work on overdue accounts after reasonable written notice.
4. Client responsibilities
The Client will provide accurate business information, content, access, approvals, legal policies, and feedback reasonably required for the project. The Client represents that it has permission to use all supplied names, images, trademarks, customer data, accounts, and materials. Delays in access or approval may move the delivery schedule.
5. Review, revisions, and acceptance
The included revision and approval process will be stated in the proposal or package scope. The Client must identify material issues during the review period. A deliverable is accepted when the Client approves it in writing, places it into production, or does not report a material scope defect within 10 business days after delivery.
6. Cancellation and refunds
Before kickoff, the Client may cancel for a refund of amounts paid, less nonrefundable payment-processing fees and approved third-party commitments. After kickoff, the Client is responsible for work performed and approved third-party commitments through the cancellation date. Any unused balance will be refunded. Completed milestones and delivered custom work are nonrefundable. This section does not limit rights that cannot legally be waived.
7. Intellectual property
After full payment, the Client owns the final custom deliverables expressly created for the Client, excluding LocaVero pre-existing tools, reusable code, templates, methods, know-how, internal systems, and third-party materials. LocaVero grants the Client a perpetual license to any embedded LocaVero background materials necessary to use the paid deliverable. Third-party components remain subject to their licenses.
8. AI, automation, and customer communication
AI and automation require approved knowledge, testing, monitoring, and human review. Unless expressly authorized in writing, LocaVero will not allow AI to finalize prices, contracts, refunds, appointments, safety decisions, or unusual commitments. The Client is responsible for final business rules, consent language, and review of customer-facing output.
9. Confidentiality and data
Each party will use reasonable care to protect the other party's confidential information and will use it only for the project. LocaVero will process personal information as described in the Privacy Policy and any additional written data terms. The Client will not provide regulated or highly sensitive data unless the parties first approve appropriate safeguards in writing.
10. No guarantee of business results
LocaVero will perform the services professionally and in substantial accordance with the agreed scope. Marketing, lead, conversion, ranking, revenue, platform approval, and AI outcomes depend on factors outside LocaVero's control and are not guaranteed.
11. Limited warranty and remedy
For 30 days after launch or delivery, LocaVero will correct reproducible material defects that cause the delivered work to fail the accepted scope. This does not cover new requirements, third-party changes, unsupported modifications, misuse, or unavailable external services.
12. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, exemplary, or consequential damages. LocaVero's aggregate liability arising from a project will not exceed the fees actually paid to LocaVero for that project during the six months before the event giving rise to the claim. This limitation does not apply where prohibited by law.
13. Termination
Either party may terminate for a material breach that remains uncured for 10 business days after written notice. A party may terminate immediately for fraud, unlawful use, threats, or material security risk. Payment, confidentiality, ownership, disclaimers, liability, and dispute provisions survive termination.
14. Disputes and governing law
The parties will first attempt in good faith to resolve a dispute through written notice and a direct discussion. California law governs this agreement. Any court proceeding will be brought in a court with proper jurisdiction in Los Angeles County, California, unless the parties later sign a different dispute process.
15. General terms
This agreement, the accepted package, and any signed proposal or change order form the complete agreement for the project. A specific written proposal controls over conflicting general language. Changes must be in writing. Neither party may assign the agreement without reasonable written consent, except in connection with a lawful business transfer. Electronic records and signatures are accepted.