Terms & Conditions
for Zana Holding LLC DBA Local Advantage
Last Updated: June 24, 2025
Please read these Terms and Conditions carefully before using the services offered by Zana Holding LLC DBA Local Advantage (“Company,” “we,” “us,” or “our”). By engaging our services, signing a proposal, making a payment, or otherwise accessing our services, you (“Client” or “you”) agree to be bound by these Terms and Conditions. If you do not agree to these terms, do not use our services.
These Terms and Conditions apply to all services provided by Local Advantage, including but not limited to Web Design, Social Media Management, Social Media Advertising, Google My Business Listing Optimization, Google Search Ads Management, and Search Engine Optimization (SEO).
1. Definitions
“Services” means all digital marketing and web services offered by Local Advantage, including Web Design, Social Media Management, Social Media Advertising, Google My Business Listing Optimization, Google Search Ads Management, and Search Engine Optimization (SEO).
“Agreement” means these Terms and Conditions together with any signed proposal, statement of work, or service order form.
“Ad Spend” means the budget allocated by the Client to be spent directly on paid advertising platforms such as Meta Ads, Google Ads, or any other third-party advertising network.
“Management Fee” means the fee charged by Local Advantage for managing, strategizing, and operating the Client’s campaigns, separate from Ad Spend.
“Deliverables” means any work product, content, design, report, or campaign created by Local Advantage for the Client under this Agreement.
“Intellectual Property” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
“Third-Party Platforms” means external service providers used in the delivery of services, including but not limited to Google, Meta (Facebook/Instagram), WordPress, and other software providers.
2. Services Offered
Local Advantage provides the following services as described in individual service agreements, proposals, or statements of work:
2.1 Web Design Services. We design and develop professional websites intended to improve the Client’s online presence and business performance. Services include custom design, development, revisions as outlined in the agreed scope, and handover of the completed site. Hosting, domain registration, premium plugins, and ongoing maintenance are not included unless explicitly stated in writing.
2.2 Social Media Management. We create, schedule, and publish content across agreed social media platforms on behalf of the Client. Services include content creation, community engagement guidance, and monthly performance reporting. The Client must provide timely access to accounts, brand assets, and approval of content when required.
2.3 Social Media Advertising. We create, manage, and optimize paid advertising campaigns on social media platforms including but not limited to Meta (Facebook and Instagram). The Client is responsible for funding their own Ad Spend account directly with the platform. Our fees cover campaign strategy, creative development, targeting, optimization, and reporting only. We do not guarantee specific results, reach, or return on ad spend.
2.4 Google My Business Listing Optimization. We optimize the Client’s Google Business Profile to improve visibility in local search results. Services include profile setup or audit, category and attribute optimization, photo optimization, review response strategy, and ongoing updates. Results depend on Google’s algorithms and Local Advantage does not guarantee specific ranking outcomes.
2.5 Google Search Ads Management. We manage Pay-Per-Click (PPC) campaigns on Google Ads on behalf of the Client. The Client is responsible for funding their Google Ads account directly. Our fees cover keyword research, ad copywriting, bid management, conversion tracking, and reporting. We do not guarantee a specific number of clicks, leads, or sales.
2.6 Search Engine Optimization (SEO). We implement on-page, off-page, and technical SEO strategies designed to improve organic search visibility. SEO results are subject to search engine algorithm changes and competitive market conditions. We do not guarantee specific rankings, traffic volume, or timeframes for results. We follow Google’s Webmaster Guidelines and will not engage in black-hat or deceptive practices.
3. Fees, Billing & Payment
3.1 Fees. All fees are set forth in the applicable proposal or service agreement. Fees are quoted in United States Dollars (USD) unless otherwise stated. Prices are subject to change with 30 days’ written notice for ongoing retainer services.
3.2 Payment Schedule. One-time project fees (e.g., Web Design) require a deposit of 50% prior to commencement of work, with the remaining 50% due upon project completion and prior to final delivery or launch. Monthly retainer services are billed in advance at the beginning of each billing cycle.
3.3 Payment Methods. We accept payment via credit card, debit card, ACH bank transfer, and other methods as specified in your invoice. Payments processed through Stripe are subject to Stripe’s Terms of Service at stripe.com/legal. Payments processed through Wise are subject to Wise’s Terms of Service at wise.com/terms-and-conditions. The Client is responsible for any transaction fees imposed by their chosen payment method or financial institution.
3.4 Late Payments. Invoices are due on the date specified. Invoices not paid within 7 days of the due date may incur a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Local Advantage reserves the right to suspend services immediately upon non-payment without liability to the Client.
3.5 Ad Spend Billing. For advertising services (Social Media Advertising and Google Search Ads), Ad Spend is billed separately and directly by the advertising platform to the Client. The Client must maintain sufficient funds in their advertising account at all times. Local Advantage is not responsible for any interruption to campaigns caused by insufficient Ad Spend funds. Management fees are due regardless of whether the Client has funded their advertising account.
3.6 Chargebacks & Disputes. The Client agrees to contact Local Advantage directly to resolve any billing disputes before initiating a chargeback with their payment provider. Initiating a chargeback without first contacting us is a material breach of these Terms. If a chargeback is filed, Local Advantage reserves the right to immediately suspend all services, pursue recovery of funds, and report the dispute to relevant credit and fraud prevention services.
3.7 Taxes. All fees are exclusive of applicable taxes, including sales tax, VAT, or any other government-imposed charges. The Client is responsible for all applicable taxes related to the services received.
4. Term & Termination
4.1 Term. These Terms are effective upon the Client’s acceptance and continue until terminated in accordance with this section. Monthly retainer agreements continue on a month-to-month basis unless otherwise specified in the service agreement.
4.2 Termination by Client. The Client may terminate monthly retainer services by providing a minimum of 30 days’ written notice prior to the next billing date. Notice must be submitted via email to the address provided in the service agreement. No refunds will be issued for the current billing period upon termination.
4.3 Termination by Local Advantage. Local Advantage may terminate services immediately and without liability upon: (a) the Client’s failure to make payment when due; (b) the Client’s material breach of these Terms; (c) the Client’s use of our services for unlawful, fraudulent, or deceptive purposes; or (d) circumstances that make it impossible or impractical to deliver the services (e.g., the Client fails to provide required access, materials, or approvals for 30 or more days).
4.4 Project Services. For one-time project services (e.g., Web Design), if the Client terminates the project after work has commenced, all completed work becomes billable at our standard hourly rate of $150/hour, or the project deposit is forfeited (whichever is greater), to compensate for time and resources already invested.
4.5 Effect of Termination. Upon termination: (a) the Client’s access to deliverables and platforms managed by Local Advantage will be transferred back to the Client within 14 business days; (b) all outstanding invoices become immediately due and payable; (c) Local Advantage will retain ownership of any unpaid deliverables until full payment is received.
5. Client Responsibilities
5.1 Access & Cooperation. The Client agrees to provide timely access to all platforms, accounts, assets, login credentials, and information necessary for Local Advantage to perform the services. Delays caused by the Client’s failure to provide required access or approvals may result in project delays and will not entitle the Client to a refund or fee reduction.
5.2 Account Ownership. The Client acknowledges and agrees that they are the owner of all advertising accounts, Google accounts, social media accounts, and website platforms unless otherwise agreed in writing. Local Advantage will be granted administrative or management-level access to perform services. Upon termination, the Client retains full ownership of these accounts.
5.3 Content Accuracy. The Client is responsible for the accuracy, legality, and appropriateness of all content, products, and services they ask Local Advantage to promote. The Client represents and warrants that all materials provided to Local Advantage do not infringe any third-party intellectual property rights, violate any applicable law, or contain false or misleading information.
5.4 Platform Compliance. The Client must ensure that their business, products, services, and advertising content comply with the policies of all applicable third-party platforms (Google, Meta, etc.). Local Advantage is not responsible for account suspensions, ad disapprovals, or penalties resulting from the Client’s failure to comply with platform policies.
5.5 Timely Feedback. For project-based services, the Client agrees to review and provide feedback on deliverables within 5 business days of submission. Failure to respond within this window may be treated as approval, and the project will proceed accordingly.
6. Intellectual Property
6.1 Client-Owned Content. Any content, materials, logos, trademarks, or intellectual property provided by the Client remain the sole property of the Client. The Client grants Local Advantage a limited, non-exclusive license to use such materials solely for the purpose of delivering the agreed services.
6.2 Work Product Ownership. Upon receipt of full payment for a project, and subject to Section 6.3, all final deliverables created specifically for the Client (e.g., website designs, ad creatives, written content) are assigned to the Client. Local Advantage retains ownership of all deliverables until full payment is received.
6.3 Retained Rights. Local Advantage retains all rights to: (a) pre-existing tools, frameworks, code libraries, templates, workflows, and methodologies used in delivering services; (b) general knowledge and skills developed during the engagement; (c) aggregate, anonymized performance data used for benchmarking and service improvement. Nothing in this Agreement prevents Local Advantage from using similar skills, designs, or techniques for other clients.
6.4 Portfolio Use. The Client grants Local Advantage the right to reference the Client’s business name, logo, and general results (e.g., “we helped a local business grow website traffic by 40%”) in our portfolio, case studies, social media, and marketing materials, unless the Client provides written objection.
6.5 Third-Party Assets. If licensed stock images, fonts, plugins, or other third-party assets are incorporated into deliverables, the Client is responsible for ensuring continued compliance with the applicable licenses. Costs for such licenses are the Client’s responsibility unless explicitly included in the project quote.
7. Confidentiality
7.1 Mutual Confidentiality. Both parties agree to keep confidential any non-public, proprietary, or sensitive information shared by the other party in connection with this Agreement (“Confidential Information”). Confidential Information includes business strategies, financial data, customer lists, pricing, campaign performance data, and technical information.
7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s information; or (d) is required to be disclosed by law, regulation, or court order.
7.3 Duration. Confidentiality obligations survive termination of this Agreement for a period of 2 years.
8. Disclaimer of Warranties & No Guarantee of Results
8.1 No Guarantees. Digital marketing results depend on numerous factors outside Local Advantage’s control, including but not limited to search engine algorithms, platform policy changes, market competition, consumer behavior, and budget levels. Local Advantage makes no guarantees of specific results, including but not limited to: website rankings, traffic volume, lead generation, advertising return on investment, social media follower growth, or revenue increases.
8.2 Services “As Is.” Except as expressly stated in these Terms, Local Advantage provides services on an “as is” and “as available” basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.3 Third-Party Platforms. Local Advantage is not responsible for any changes, outages, policy updates, suspensions, or terminations by third-party platforms (Google, Meta, etc.) that affect the delivery or effectiveness of services. We will make commercially reasonable efforts to adapt to platform changes, but do not guarantee uninterrupted service.
8.4 Client’s Own Decisions. The Client acknowledges that all business decisions, including but not limited to budget levels, product pricing, target markets, and business strategy, remain the sole responsibility of the Client. Local Advantage’s recommendations are advisory in nature and do not constitute financial, legal, or business advice.
9. Limitation of Liability
9.1 Cap on Liability. To the maximum extent permitted by applicable law, Local Advantage’s total liability to the Client for any claim arising out of or relating to these Terms or the services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Local Advantage in the three (3) months immediately preceding the event giving rise to the claim.
9.2 Exclusion of Consequential Damages. In no event shall Local Advantage be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if Local Advantage has been advised of the possibility of such damages.
9.3 Ad Spend Losses. Local Advantage shall not be liable for any loss of Ad Spend funds or poor advertising performance, including but not limited to fraudulent clicks, platform errors, account suspensions, or market conditions beyond our control.
9.4 Exceptions. The limitations in this Section do not apply to: (a) the Client’s obligation to pay fees; (b) claims arising from a party’s gross negligence, fraud, or willful misconduct; or (c) liability that cannot be limited under applicable law.
10. Refund Policy
10.1 Monthly Retainer Services. All retainer fees paid are non-refundable. Because our work begins immediately upon the start of each billing cycle, we do not offer refunds for partially used months or cancellations made after a billing cycle has commenced.
10.2 Web Design & One-Time Projects. The initial deposit is non-refundable as it compensates for resource allocation, discovery, and initial design work. If the Client cancels after work has commenced, any fees paid beyond the deposit for completed work are also non-refundable.
10.3 Ad Spend. Ad Spend funds deposited directly into advertising platforms (Google Ads, Meta Ads, etc.) are subject to the refund policies of those respective platforms. Local Advantage has no control over and bears no responsibility for the refund of Ad Spend.
10.4 Errors by Local Advantage. If Local Advantage commits a material error or fails to deliver an agreed service due to our own fault, we will, at our discretion, either correct the error at no additional cost or provide a partial credit toward future services. This is the Client’s exclusive remedy for service failures.
10.5 Stripe & Wise Payments. Refunds processed through Stripe or Wise are subject to those platforms’ respective processing timelines and policies. Local Advantage will initiate eligible refunds promptly, but we cannot control the timing of funds returned by payment processors.
11. Revisions & Scope of Work
11.1 Included Revisions. Each service agreement specifies the number of revision rounds included. Revisions beyond the agreed scope will be billed at our standard hourly rate of $150/hour and must be approved by the Client in writing before work commences.
11.2 Scope Changes. Any material change to the scope of work requested by the Client — including but not limited to additional pages, new features, expanded advertising budgets, or additional platforms — will require a written amendment to the service agreement and may result in additional fees.
11.3 Change Orders. All scope changes must be documented in a written change order signed or confirmed via email by both parties before additional work begins. Local Advantage is not obligated to perform work outside the agreed scope without a confirmed change order.
12. Data, Privacy & Account Access
12.1 Data Handling. In performing our services, Local Advantage may access personal data relating to the Client’s customers, including email lists, website visitor data, and advertising audience data. The Client represents that it has the legal right to share such data with Local Advantage and that it has complied with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) where applicable.
12.2 Privacy Policy. Local Advantage’s collection and use of Client data is governed by our Privacy Policy, which is incorporated by reference into these Terms. We do not sell Client data to third parties.
12.3 Account Credentials. The Client is responsible for maintaining the security of any login credentials shared with Local Advantage. We recommend using secure access-sharing methods (such as platform admin roles) rather than sharing passwords directly. Local Advantage will not store or misuse Client credentials beyond the scope of delivering the agreed services.
12.4 Analytics & Reporting Data. Performance data (e.g., Google Analytics, ad platform reports) generated during the engagement belongs to the Client. Local Advantage may use aggregated, anonymized versions of this data internally for benchmarking and service improvement.
13. Indemnification
The Client agrees to indemnify, defend, and hold harmless Local Advantage, its owners, officers, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Client’s breach of these Terms; (b) the Client’s use of the services in violation of any applicable law or third-party rights; (c) any content, product, or service of the Client that is false, misleading, infringing, or illegal; (d) the Client’s violation of any third-party platform’s terms of service; or (e) any dispute between the Client and their end customers.
14. Dispute Resolution
14.1 Good Faith Resolution. In the event of any dispute arising out of or relating to these Terms or the services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party.
14.2 Mediation. If the dispute is not resolved within 30 days of written notice, either party may request non-binding mediation conducted by a mutually agreed mediator. The costs of mediation shall be shared equally by the parties.
14.3 Binding Arbitration. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the state of [State], unless otherwise mutually agreed. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.4 Class Action Waiver. The Client waives any right to participate in a class action lawsuit or class-wide arbitration against Local Advantage.
14.5 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
15. Force Majeure
Local Advantage shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet outages, cyberattacks, third-party platform failures, or other events of force majeure. In such cases, Local Advantage will notify the Client as soon as practicable and resume performance when reasonably possible. Monthly retainer fees shall continue to be due unless service is completely suspended for more than 30 consecutive days, in which case fees shall be pro-rated accordingly.
16. Relationship of the Parties
Local Advantage is an independent contractor and nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Local Advantage retains the right to perform services for other clients, including businesses in the same or similar industry as the Client, unless a separate written exclusivity agreement has been executed.
17. Non-Solicitation
During the term of this Agreement and for a period of 12 months following termination, the Client agrees not to directly solicit, recruit, hire, or engage any employee, contractor, or team member of Local Advantage who was involved in delivering services under this Agreement. A breach of this provision entitles Local Advantage to liquidated damages equal to six months of the solicited individual’s compensation as known to Local Advantage.
18. Modifications to These Terms
Local Advantage reserves the right to modify these Terms at any time. We will provide at least 14 days’ written notice of material changes via email to the address on file. Your continued use of our services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you may terminate the agreement in accordance with Section 4 of these Terms.
19. Entire Agreement & Severability
19.1 Entire Agreement. These Terms, together with any signed proposal, statement of work, or service order, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, representations, or agreements, whether written or oral.
19.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
19.3 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.
19.4 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Local Advantage. Local Advantage may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.
20. Contact Information
If you have any questions about these Terms and Conditions, please contact us:
Zana Holding LLC DBA Local Advantage
Website: localadvantage.us
Email: [email protected]
Phone: +1 201 255 7711
Address: 1207 DELAWARE AVE 1215 19806 Wilmington, Delaware,USA
By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
