- ACCEPTANCE: By enrolling as an Advertiser ("user", "customer", "you"), you acknowledge that you are of legal age and authority to enter into this agreement and agree to be bound by these terms and conditions and the terms and conditions of any other Insertion Order that you complete (either online as part of an Online Sign-Up form, or offline via phone with a sales representative of the company), including all payment terms (collectively, the "Agreement"). In this Agreement, "you" and "your" refers to the Advertiser. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Local One Advertising Services, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another advertiser.
- SERVICE DESCRIPTION: Local One service is a fee based service provided to clients for the purpose of performing specific tasks and functions that are aimed at increasing exposure for the client's business on various search engines and online directories. Local One services include specifically but are not limited to: Local Online Business Listing Management Services, Organic Search Engine Optimization Services (SEO), Website Design and Hosting Services, Blog Management Services, Social Media Management Services, Pay per Click Management Services, etc. For each and all services provided by Local One, Local One will make various decisions on behalf of and in the best interest of the client including but not limited to: how and when advertisements will be published online, which websites the advertising will be linked to, formats and styles of the advertisements placed, when and where client advertisements are registered and managed, etc. While Local One Advertising Services aim to increase Advertiser exposure on various online mediums and to potential clients, which could produce positive results for the Advertiser, LOCAL ONE NOR ITS AGENTS DO NOT AND CANNOT GUARANTEE ANY SPECIFIC RESULTS AT ANY TIME. Any guarantee either express or implied beyond the guarantee stated within this agreement, is not a guarantee provided by the company to the client. Placement on certain websites and high-ranking placements within those websites are subject to conditions outside of the control of Local One and therefore not guaranteed by Local One. The client understands the sole guarantee of the company to the client is to complete reasonable work within an acceptable time frame in an attempt to positively affect the placement of the business information of the client on various partner websites that are subject to change at any time without notification to the client.
- GENERAL USE OF THE SERVICE: Advertiser shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Advertiser agrees that Advertiser will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site or product, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use as contemplated in any Service, including but not limited to the creation or operation of Advertiser created Web sites and Web listings, (collectively, "Advertiser Site") in accordance with this Agreement.
- TERM, PAYMENT AND MODIFICATION: The term of this agreement shall begin and become effective as of the advertising start date and may be terminated at any time by either party with reasonable notice. "Local One Advertising Service" is the process by which Local One will market your site through various online methods, websites, portals, directories, relationships, etc. You additionally understand that clicks to your site, including clicks on the search engines, shopping engines, content sites, etc will include keywords you select as well as certain misspellings, singular/plural combinations, and other related search terms that we map to your advertising campaigns. All keyword campaigns will include key terms, titles, descriptions which you have selected and/or Local One has selected on your behalf. You are responsible for the accuracy of such terms, titles, and descriptions. Unless otherwise noted and arranged you are also responsible for the landing page(s), or redirect website which links to your advertisements. You agree that Local One may modify this Agreement and Services from time to time. You agree to be bound by any changes Local One may reasonably make to this Agreement when such changes are made. If you have purchased Services from Local One, the term of this Agreement shall continue in full force and effect as long as you take advantage of and use the Services. Unless otherwise noted and mutually agreed to in writing, the minimum term of Service for Local One search engine marketing and advertising services is 6 full calendar months. Upon completion of the 6th month of service, service will continue on a month-to-month basis or until properly canceled by Local One or Advertiser.
- ADVERTISING FEES: Local One reserves the right to charge fees for the Service or any portion thereof. If Advertiser is required to pay a fee for all or any part of the Service for which Advertiser has chosen to register, Advertiser hereby authorizes Local One to charge Advertiser's valid and current credit or debit card in advance for all applicable fees incurred by Advertiser in connection with Advertiser's chosen Service and Advertiser's Account. Fees charged are for services and not anticipated results of the client or guaranteed results by the company or any of its representatives and are therefore non-refundable. In the event that services fall below an acceptable service level as determined by the company, future charges will be suspended; however no refunds will be issued for payments already collected. Advertiser's Service and Account will automatically renew at the end of each subscription period, unless the Service or Advertiser Account is terminated in advance of the end of the then-current term. If there is any annual, monthly or similar periodic subscription fees associated with the Advertiser Account, these fees will be billed automatically to the Advertiser's designated valid and current credit or debit card at the start of each renewal period, unless Advertiser terminates the Service before the relevant period begins. If Advertiser registered for the Service using a Local One promotional offer or discount, after the initial promotional period expires, Advertiser's subscription (base package and any purchased upgrades) will automatically be renewed and billing will continue at the then-current prices for the Service. Advertiser further acknowledges that it is Advertiser's responsibility to notify Local One of any changes to Advertiser's credit card and to update Advertiser's credit card number if Advertiser's credit card has expired otherwise Advertiser's access to the Service may be disconnected or interrupted. Upon notice of expiration of a card on file, the company reserves the right to manually adjust the expiration date to a future date and continue charges on the credit card. All fees shall be paid in U.S. dollars. In the event Advertiser has elected to pay Local One by credit card, Advertiser agrees to authorize Local One to charge its credit card for such payments and for any amounts owed under this Agreement. If Local One is unable to collect owed amounts from Advertiser's credit card, Advertiser shall pay to Local One an insufficient funds fee equal to the greater of ten dollars ($15.00 dollars) or six percent (6%) of the total amount due, and Advertiser will be subject to a late payment charge equal to the greater of fifteen dollars ($15.00) per month or one and one-half percent (1.5%) per month accruing from the invoice date or the maximum amount allowed by applicable law. Local One reserves the right to change any fees (which includes but is not limited to, increasing prices and charging a fee for upgrades and/or a Service for which Local One does not currently charge a fee) at any time, provided, however, that Local One will provide Advertiser with reasonable notice prior to making any fee changes. In addition, Local One will also give Advertiser reasonable notice before any modification to the Service that could adversely impact Advertiser's Site(s). If Advertiser finds any change to the Service to be unacceptable, Advertiser is free to cancel any part of the Service or Advertiser's Account at any time, but Local One will not refund in part or in whole, any remaining portion of Advertiser's prepaid fees when Advertiser cancels any part of the Service or Advertiser's Account and Advertiser may be charged a cancellation fee. Advertiser agrees to pay Advertiser's Account balance on time. Advertiser also agrees to pay any taxes, including sales or use taxes, resulting from Advertiser's use of the Service. Advertiser is responsible and liable for any fees, including attorney and collection fees, that Local One may incur in its efforts to collect any remaining balances due from Advertiser. This Section 5 shall in no way limit any other remedies available to Local One. Advertiser also acknowledges and agrees that Advertiser will be billed for and will pay any outstanding balances if Advertiser cancels Advertiser's Account or Advertiser's Account is terminated due to Advertiser's breach of this Agreement. Advertiser must notify Local One of any billing problems or discrepancies within thirty (30) days after they first appear on Advertiser's credit card account statement. If Advertiser does not notify Local One within thirty (30) days, Advertiser waives any right to dispute such problems or discrepancies. While we understand that fraudulent charge-backs are rare, we take this issue seriously. Anyone who purchases any product or service from Local One and then attempts to chargeback without first trying to remedy the situation is in violation of Local One Chargeback Policy. Fraudulent or unsubstantiated charge-backs may be turned over to a law enforcement or collection agency. The client agrees that if they violate Local One Chargeback Policy, they will be responsible for all costs and fees associated with disputing the chargeback. These fees include, but are not limited to, the products and services delivered by Local One, time and resources spent on the dispute process to provide facts, research, statements, merchant fees, collection fees and attorney fees.
- TERMINATION/CANCELLATION OF ADVERTISER ACCOUNT: Upon completion of the minimum contract length, either Advertiser or Local One may terminate or cancel Advertiser's Account (or any part of the Service) at any time, but Local One will not refund in whole or in part, any prepaid fees upon such termination or cancellation. Upon proper termination of services, the company will continue to maintain client-advertising services until payments collected have been fully utilized. Service terminations will not be accepted prior to the completion of any contractual agreements and contract lengths. Advertiser agrees that the Setup fee, initial deposit, subscription fee, and/or service fee (or similar one-time payment depending on the Local One Advertising Service selected by Advertiser) is non-refundable in all circumstances.
Termination by Advertiser. Advertiser may cancel your Advertiser Account or any part of the Service at any time. To cancel your Service, Advertiser must call (800) 282-2434 or via email at cancellat[email protected] Advertiser will receive a cancellation confirmation via email after Local One processes Advertiser's cancellation request. Local One reserves the right to collect fees, surcharges or costs incurred before Advertiser cancels Advertiser's Account in addition to the applicable cancellation fee(s).
Termination by Local One. Local One may terminate Advertiser's Service or Advertiser's Account if Local One determines, in Local One's sole discretion, to discontinue offering the Service. Additionally, Local One, in its sole discretion, may terminate Advertiser's Site, Advertiser's Account or Advertiser's use of the Service for any reason, including, without limitation, (i) if Advertiser breaches this Agreement, (ii) if Local One is unable to verify or authenticate any information that Advertiser provides to Local One, or (iii) if Local One believes that Advertiser has violated or acted inconsistently with the spirit of this Agreement. If Local One terminates Advertiser's Account pursuant to (i), (ii) or (iii) above, Advertiser will forfeit all credits, prepaid fees, and any other amounts accruing to Advertiser, if any, and Local One shall not be required to refund, redeem, or pay amounts to Advertiser upon such termination.
Effect of Termination. Upon termination of Advertiser's Account for any reason, Local One reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by Advertiser; (b) delete any and all Advertiser content, listings, websites, messages or other information in connection with Advertiser's Account; (c) prohibit Advertiser's access to Advertiser's Account, including without limitation by deactivating Advertiser's password; and (d) refuse Advertiser future access to the Service. In no event shall Local One be required to refund, redeem, or pay amounts to Advertiser upon termination of Service or return any Advertiser Content.
- CALCULATIONS: Advertiser agrees that Local One will be solely responsible for tracking and calculating any applicable unit price(s) and all other traffic measurements and data, and Advertiser understands and agrees that such measurements and data will be the only and definitive measure thereof. Due to the various frequencies of search engines and directories refreshing their indexes, from time-to-time campaign traffic variations can and do occur.
- DISCLAIMER: Your use of this service is at your sole risk. The service is provided on an "as is" and "as available" basis. Local One expressly disclaims any warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
- FORCE MAJEURE: Neither the client nor the company shall be liable to one another for failure to perform services or delay in performance of services resulting directly or indirectly from acts of nature or beyond control to the client or company.
- LATENCY: Advertiser understands that, any information or data provided by Advertiser to Local One may not be processed on a real-time basis and may be subject to the latency of the Internet, the Local One systems and network of third party partners and search engines.
- OWNERSHIP OF NON-ADVERTISER PROPERTY: Title and full ownership rights in and to the Local One Advertising Service (as defined herein), together with any and all ideas, concepts, computer programs and other technology supporting or otherwise relating to Local One's operation of the Local One Network and Web site(s) (collectively, the "Local One Materials"), shall remain at all times solely with Local One and/or with the respective manufacturer or author. Advertiser acknowledges that it has not acquired any ownership interest in the Local One Materials and will not acquire any ownership interest in the Local One Materials by reason of this Agreement.
- YOUR SITE: You hereby acknowledge that unless otherwise noted and arranged, Local One is not responsible for the maintenance of your Web site(s) nor is Local One responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Advertiser's Web site(s). You must either notify Local One or request an update of your search listings if any information is not a current and accurate description of information available on your Web site. You further acknowledge that your site does not contain any Local One owned or licensed content, including but not limited to, any Local One search listings, except pursuant to a separate signed agreement with Local One.
- ADVERTISER REPRESENTATIONS AND WARRANTIES: Advertiser represents and warrants to Local One that for the term of this Agreement: This Agreement constitutes a valid and binding agreement enforceable against Advertiser in accordance with its terms.· Any information or data that Advertiser (including its agents or representatives) has entered or will enter under any Advertising Service is and will be both accurate and complete. Advertiser is the authorized owner or representative of the Web site(s) for which keywords are selected or search listings are requested or an Advertisement has been submitted. The keywords selected by the Advertiser, Advertisements and the content and information in or associated with the Advertisement of the Advertiser's Web site(s) for which links are requested, and Advertisements submitted by Advertiser comply with the Advertising Guidelines as may be in effect from time to time, and located at www.Local-One.com, or such successor URL as Local One may subsequently designate; do not violate any applicable law or regulation; do not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret or other intellectual property right or right of privacy or publicity; are not false or misleading; have not and will not result in any consumer fraud, product liability, breach of contract, injury, damage or harm of any kind to any person or entity; are not defamatory, libelous, slanderous, or threatening; are free of viruses; do not contain, promote or offer any form of spyware, adware or other advertising or information collection software and/or do not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- ADVERTISER COVENANTS: Advertiser further agrees to perform as follows: Advertiser will not hold Local One or its affiliates liable or responsible for the activities of visitors who come to Advertiser's Web site(s) through a link provided from the Local One partnership network. Advertiser agrees that it is solely responsible for the development, maintenance and operation of the Advertiser Web site(s) and for all content and other materials that appear on, and all visitors to, the Advertiser Web site(s) from time to time. Advertiser is responsible for the content of each Advertisement, however, Local One reserves the right to edit, reject or remove any Advertisement at any time, for any reason, in its sole discretion. If Advertiser sells or promotes adult materials, alcohol or tobacco products, or other age restricted products and/or services, Advertiser will: (i) have age verification on its sites' home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.
- ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend and hold harmless Local One, its distribution partners, its licensors and licensees, its parent company Local One, LLC, Inc. and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages and costs (including without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (collectively being referred to herein as a "Claim") for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertisement, Advertiser's selected keywords, Advertiser's client's Web site(s) or contents therein, Advertiser's conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation or warranty hereunder. Local One will notify Advertiser of any claim, action or demand for which indemnity is required in the reasonable opinion of Local One and will cooperate reasonably with Advertiser at Advertiser's expense. At the election of Local One, Advertiser shall advance to Local One amounts in satisfaction of such Claim, which Local One may hold in escrow pending resolution of such Claim. The law firm Advertiser chooses to defend Local One must be experienced in defending similar claims and will be subject to Local One's approval, which will not be unreasonably withheld. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of Local One without the prior written consent of Local One. Local One will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies here under or under applicable law, Local One shall have the right to set off any liability of Advertiser to Local One with respect to a Claim against any amounts held on deposit with Local One by Advertiser.
- A LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL Local One AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF Local One OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICE, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, (C) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO ADVERTISER. IN NO EVENT SHALL Local One's AGGREGATE LIABILITY TO ADVERTISER AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT ADVERTISER ACTUALLY PAYS TO Local One UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR $500.00, WHICHEVER IS LESS. Without limiting the foregoing, neither Local One nor its suppliers is responsible for any of Advertiser's data residing on the Service or Local One's suppliers' hardware. Advertiser is responsible for backing-up Advertiser's data and information that may reside on the Service or Local One's suppliers' hardware, whether or not such information is produced through the use of the Service. It is Advertiser's responsibility to take the necessary steps to ensure that Advertiser's primary means of business is maintained (if applicable).
- ADDITIONAL ASSISTANCE: In the event you request or purchase any Additional Assistance, which may include, without limitation, adding tracking codes or making other changes to your Web site, in connection with Local One Advertising Service, you agree to provide Local One with access to perform the requested or purchased Additional Assistance. Advertiser acknowledges that any Additional Assistance provided by Local One is also subject to the Limitations of Liability in this Agreement.
- NOTICE: Statements, notices and other communications to Advertiser may be made by mail, email, postings within Advertiser's account or other reasonable means. Advertiser shall be solely responsible for updating the account's registered email and postal address. Local One shall not be responsible for any undelivered notices caused by Advertiser's failure to update the account information. Local One may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the Local One Web Site. Advertiser should refer to the Advertiser Support page of the Service for information on how to contact and/or provide notice to Local One.
- ARBITRATION/JURISDICTION: Advertiser agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Salt Lake County, Utah under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Advertiser agrees that any claim against Local One must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever. Notwithstanding the above, Local One may apply to any court of competent jurisdiction (i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of Section 13 (Local One Proprietary Rights/Software License) or (ii) to collect fees due and owing from Advertiser pursuant to this Agreement, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator. This Agreement shall be governed in all respects by the laws of the State of Utah, U.S.A. Such law shall be applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of or related to the Service or this Agreement, both parties submit to sole and exclusive jurisdiction and venue in the courts located in Salt Lake County, Utah and further agree that any such action or proceeding shall be brought in a court in Salt Lake County, Utah. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- GENERAL: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Local One's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Advertiser shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of Local One, and any such attempted assignment shall be void. Local One shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent or notice of Advertiser. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between Local One and Advertiser with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.
- COMPLETE AGREEMENT: The details outlined in the terms and conditions document provided to the client by the company constitute the whole and complete agreement between the client and the company. The terms and conditions agreement supersedes all previous written and oral agreements, proposals and other communication types between the parties.
- INDEPENDENT REVIEW: ADVERTISER ACKNOWLEDGES THAT ADVERTISER HAS READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT ADVERTISER AGREES TO ALL ITS TERMS AND CONDITIONS. ADVERTISER HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.