THIS TERMS AND CONDITIONS IS AN AGREEMENT (AGREEMENT) BETWEEN LOCAL FORCE ("COMPANY") AND THE CLIENT (“CUSTOMER” “CLIENT”, YOU). LOCAL FORCE PROVIDES YOU ACCESS TO THIS WEBSITE HTTP://LOCALFORCE.NET/ (THE "SITE") FOR SERVICES AVAILABLE ON THIS SITE, AND TO CERTAIN ADVERTISING AND/OR WEBSITE HOSTING SERVICES, AS FURTHER DESCRIBED BELOW (COLLECTIVELY, THE "SERVICES"). ACCESS TO THE SITE AND USE OF THE SERVICES IS GOVERNED BY THESE TERMS, AND MAY BE MODIFIED BY COMPANY FROM TIME TO TIME AND BY THE ORDER FORM AND CUSTOMER TERMS AND CONDITIONS, WHICH IS SIGNED UPON PURCHASE OF THE SERVICES. YOUR ACCESS AND USE OF THE SITE AND THE SERVICES WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THE TERMS POSTED ON THE SITE AT THE TIME OF SUCH USE. BY ACCESSING OR USING THE SITE OR THE SERVICES, YOU INDICATE YOUR ACCEPTANCE AND TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS, DO NOT ACCESS OR USE THE SITE AND SERVICES.
Local Force ("Company”) provides a range of marketing products and services for local businesses (“Services"), the Terms of which are set forth below for each service.
a. Digital Marketing Services
The Order Form (the "Order Form") sets forth which Digital Marketing Services are being purchased by the client who signed the Order Form ("you" or "Client"), the costs for such Services, and other relevant details. The Terms and Conditions for the Digital Marketing Services ("Marketing Services Terms") are incorporated by reference into and made a part of any Order Form submitted to Local Force and govern the relationship between you and Local Force. These Marketing Services Terms also apply to any Marketing Services you may sign-up for without an Order Form, such as free trials or other limited-time offers.
b. Web Presence Services
The Terms of Web Presence Services (“Web Presence Services”) are set forth in the Order Form and governed by the Terms herein. By signing the Order Form, and subscribing to features set forth on the Order Form and paying for costs for such services, Customer agrees to the setting up, domain registration, website design, web development, search engine optimization, and/or other upgraded features provided within the Order Form.
All Order Forms are subject to acceptance by Local Force, at its sole discretion. The Order Form, the Marketing Services Terms and the Web Presence Services Terms, and the documents and/or links referenced in such documents are together referred to as the "Agreement."
If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.
All content on the Site, including but not limited to, designs, text, graphics, pictures, information, and their selection and arrangement ("Content") are the property of Local Force or its licensors. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Content, the Site, any portions of the Site. In addition, you agree not to use any data mining, robots or similar data gathering and extraction methods in connection with the Site.
The trademarks, logos and service marks ("Marks") displayed on this Site are the property of Local Force or other third parties. You are not permitted to use the Marks without the prior written consent of Local Force or such third party that may own the Marks. "Local Force" and the Local Force logo are trademarks of Local Force.
You agree to pay the amounts set forth in the Order Form. The Fees are generally divided into product fees, service fees and set-up fees. Product fees are the recurring fees that you will be charged for the specific product you have purchased as shown on the Order Form. Service fees are for the delivery of any premium services that Local Force may, from time to time, offer. Set-up fees are one-time fees for the set-up of campaigns or other services. Local Force reserves the right to change any of the Fees at any time at their own discretion, without communicating to Client, except for notifications on the Site.
Once an Order Form has been accepted by Local Force, you will be responsible for payment in full of all Fees, except as may otherwise be communicated by and agreed by Local Force and you. The Fees shown are not inclusive of sales tax, use or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on an Order Form is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in U.S. dollars.
You shall pay for all amounts payable under this Agreement by the following Local Force acceptable payment methods:
You will be required to agree to the applicable payment authorization form(s), which also permit Local Force to recover any Promotional Credits (as set forth above) and collect any Cancellation Fees (as defined below) in the authorized manner. With Local Force's prior approval, under certain circumstances you may pay by check. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by Local Force's bank.
Timing of Payment. Fees, as identified on the Order Form, are due in advance. If there are Set-Up Fees (as set forth on the Order Form), such Fees shall be paid in advance together with all amounts owed for the first Cycle. Local Force shall have the right to charge the Client Card or debit from your account through ACH for Fees in accordance with these Marketing Services Terms.
You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.
Term. The Agreement shall commence upon execution of an Order Form and, unless otherwise communicated, shall continue until cancelled in accordance with the terms of this Agreement. Free trials and other limited time offers signed up for without an Order Form have limited terms and will automatically conclude unless the Marketing Service is purchased via an Order Form at the end of the trial period.
Cancellation. Unless otherwise provided in the Terms, you may cancel any Marketing Service and/or Web Presence Services at any time and for any reason by emailing (a "Cancellation Request").
You understand and agree that you will not be entitled to any refunds of amounts already paid to Local Force, unless you properly terminate under Section 3(e) in which case you shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment or equivalent, which shall be your sole remedy.
You represent and warrant that you have all necessary rights and authority to enter into the relationship with Local Force contemplated by the Agreement. You represent, warrant and covenant that the Existing Site, any content linked to the Existing Site and any content or materials that you provide to Local Force, do not and will not: (a) infringe on any third party's copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.
You will indemnify, defend (with counsel reasonably acceptable to Local Force) and hold harmless Local Force, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys' fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by you of any representation, warranty, covenant or other obligation contained in these Marketing Services Terms or Web Presence Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account; (iii) the sale, license, supply or provision of your goods or services; or (iv) any other act, omission or misrepresentation by you. Local Force reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If Local Force does assume the defense of such a matter, you will reasonably cooperate with Local Force in such defense. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Local Force's prior written consent.
Local Force will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Local Force technology used in connection with its provision of the Marketing Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to Local Force promptly of such claims and that you provide such assistances as may be reasonably required in the defense of such matters.
In the event you are purchasing advertising on behalf of another company, you represent and warrant that you have been authorized by each such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Marketing Services Terms. You and each such company shall be jointly and severally liable for fulfillment of obligations under this Agreement, including all payment obligations.
Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Local Force's prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding Local Force. "Confidential Information" means information about Local Force's (or its suppliers') business, products, technologies, strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by Local Force. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.
LOCAL FORCE PROVIDES ALL MARKETING SERVICES PERFORMED HEREUNDER AND ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE MARKETING SERVICES AND WEB PRESENCE SERVICES ARE INTERRUPTED OR DELAYED, LOCAL FORCE'S SOLE OBLIGATION WILL BE TO RESTORE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCAL FORCE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. LOCAL FORCE WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY (OTHER THAN BY THE PLATFORM) OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF ANY OF THE MARKETING SERVICES; (iv) UNAUTHORIZED ACCESS TO OR USE OF LOCAL FORCE'S SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE MARKETING SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE MARKETING SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE MARKETING SERVICES; OR (viii) MATTERS BEYOND LOCAL FORCE'S REASONABLE CONTROL. LOCAL FORCE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOCAL FORCE OR THROUGH THE MARKETING SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE MARKETING SERVICES TERMS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOCAL FORCE MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY CAMPAIGN OR ANY PRODUCT OR SERVICE.
NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO YOUR CONFIDENTIALITY OBLIGATIONS; AND/OR (III) EITHER PARTY'S WILLFUL MISCONDUCT.
LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL LOCAL FORCE'S CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY LOCAL FORCE FROM YOU DURING THE 3-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, LOCAL FORCE SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO PROVIDE "MAKE-GOOD" MARKETING SERVICES, PROVIDED SUCH "MAKE-GOOD" MARKETING SERVICES ARE PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Local Force may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Local Force's liability will be the minimum permitted under such law.
The Agreement will be governed and construed in accordance with the laws of the United States without giving effect to conflict of laws principles.
If you have any comments or questions regarding our Terms, please contact us at email@example.com, or call at 844-402-4860.