Terms

Terms

Terms and Conditions

This Services Agreement (this "Agreement") is made between DearLocal, Inc., a Delaware corporation ("DearLocal") and you, or, if you represent an entity or other organization, that entity or organization, (in either case, "You"). The DearLocal service available through our website located at www.dearlocal.com (the "Site") is an online platform that allows users to target local customers with their Facebook ad campaigns (the "Service"). By using the Service, you agree to and are subject to the terms and conditions of this Agreement. If you do not fully agree with the terms of this Agreement, you are not authorized to access or otherwise use the Service.

This Agreement consists of the following terms and conditions. Unless otherwise amended as set forth herein, this Agreement will be the complete and exclusive understanding and agreement between the parties governing Your access to and use of the Site and Services, and will supersede any oral or written proposal, agreement, or other communication between the parties, regarding Your access to and use of the Site or Services.

PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT. YOU ARE NOT AUTHORIZED TO USE THIS SERVICE UNLESS YOU ARE AT LEAST 18 AND ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS. BY CLICKING ON THE LINK TO ACCEPT THIS AGREEMENT (OR BY OTHERWISE USING, OR ACCESSING THE SITE OR SERVICES), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND YOU AGREE (ON YOUR OWN BEHALF AND, IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, ON BEHALF OF THAT ENTITY OR ORGANIZATION AND ANY OTHER INDIVIDUALS WITHIN THAT ENTITY OR ORGANIZATION USING OR ACCESSING THE SITE OR THE SERVICES) TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE LINK TO ACCEPT THIS AGREEMENT, OR OTHERWISE FIRST USE, OR ACCESS THE SITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DEARLOCAL WILL NOT GRANT YOU ACCESS TO THE SITE OR THE SERVICES, AND YOU SHOULD DISCONTINUE USE OF THE SITE AND SERVICES.

1. HOW DEARLOCAL WORKS. The DearLocal Service enables users to place advertisements on Facebook, which target relevant local consumers who are likely engage with the user or purchase that user's goods and services. After establishing an Account (as defined below) with DearLocal and identifying certain attributes of consumers that the user is interested in targeting, users may place advertisements, posts and other promotions on their own Facebook web page or the Site with a hashtag, link or other trigger (each, a "Trigger") that the Service recognizes (each post, a "Tagged Post"). The Service recognizes the Trigger and automatically creates a Facebook ad campaign that targets and displays the user's Tagged Post to potential consumers within a certain geographic proximity as established by the user. User's can opt to have the DearLocal team create the advertisement/post/ad campaign on behalf of the user.

2. CHANGES TO THIS AGREEMENT. DearLocal reserves the right, at any time and from time to time, to amend or modify this Agreement by providing notice to You by sending You an e-mail to the last e-mail address You provided to DearLocal (if any) and/or by prominently posting notice of the changes on the Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to You (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of the Site and Services. Your continued use of the Site or Services following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

3. ACCOUNTS. To use certain features of the Service, You will need to create an account ("Account") and provide certain information about Yourself as prompted by the Site registration form. You represent and warrant that: (a) all required information you submit is truthful and accurate; and (b) You will maintain the accuracy of such information. You may delete Your Account at any time, for any reason, by following the instructions on the Site. DearLocal may suspend or terminate your Account in accordance with Section 8. You are responsible for maintaining the confidentiality of Your Account login information and are fully responsible for all activities that occur on your Account. You agree to immediately notify DearLocal of any unauthorized use, or suspected unauthorized use of you Account or any other breach of security. DearLocal will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. LICENSES. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, DearLocal will provide You with the non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for Your own internal business purposes in accordance with this Agreement and any applicable documentation provided to You by DearLocal. DearLocal reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Services without notice to You.
You hereby grant to DearLocal a non-exclusive license to reproduce, display, perform, distribute, create derivative works of, and digitally transmit your Tagged Posts for the purpose of providing the Service and otherwise fulfilling DearLocal's obligations hereunder.

5. OWNERSHIP. Unless otherwise noted, all text, files, images, graphics, illustrations, and information on the Site, any names, logos, trademarks, service marks, brand identifiers, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in and used to operate the Services or Site, and the organization, compilation, look and feel, structure, selection, coordination, arrangement, artwork, software and other works on the Site and the Services (the "Technology") are the property of DearLocal (or its affiliates) or used with the permission or under license from a third party (each, an "Owner"), and are protected under copyright, trademark and other applicable intellectual property laws. As between You and DearLocal, all right, title and interest in and to the Technology will at all times remain with DearLocal and/or the Owners. All brand names, product names, titles, slogans, logos or service names and other marks used on the Site, are registered and/or common law trade names, trademarks or service marks of DearLocal or the applicable Owner. DearLocal reserves all other rights. Except as expressly provided herein, nothing on the Site or Services shall be construed as conferring any license under DearLocal's and/or its Owner's intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, DearLocal may revoke any of the foregoing rights and/or your access to the Site and Service, or any part thereof, including the blocking of your IP address, at any time without prior notice.

6. ADDITIONAL TERMS. You acknowledge and agree that certain features of the Service, such as the display of advertisements on Facebook, are subject to terms, policies, guidelines and rules of Facebook. You will at all times during the term of this Agreement comply with and abide by all terms and policies that apply to the Facebook services at the relevant time, including Facebook's Statement of Rights and Responsibilities located at: http://www.facebook.com/legal/terms, and all terms and policies referenced or incorporated therein including, but not limited to the Facebook Advertising Guidelines available at: https://www.facebook.com/ad_guidelines.php (collectively, "Facebook Terms"). You agree that you, not DearLocal, will be solely responsible and liable for any breach or violation of the Facebook Terms. In situations where the user opts to have the DearLocal team create advertisement/post/ad campaign content on behalf of the user, the DearLocal team will use all Facebook terms and policies as a guide but you, the user, are solely responsible and liable for any breach or violation of the Facebook terms.

7. RESTRICTIONS. Access to the Services is licensed, not sold, to You for use only under the terms of this Agreement. You may utilize the Site, Services, and/or Technology solely as expressly set forth in this Agreement. You shall not, and will not permit any other third party to: (1) modify, adapt, alter, translate, or create derivative works from the Site, Services or Technology; (2) use or merge the Site or Services, or any component or element thereof, with other software, databases, sites or services not provided by DearLocal; (3) sublicense, distribute, sell, or otherwise transfer the Site, Services, or Technology (or the use thereof) to any third party; (4) use the Services for service bureau use, or lease, rent or loan the Technology or Services (or the use thereof) to any third party; (5) use automated scripts to collect information from or otherwise interact with the Site, Technology or Services; (6) use the Services to harvest or collect e-mail addresses or other contact information of other users from the Site or the Services by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications; (7) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the Site; (8) interfere in any manner with the operation of the Site or Services or attempt to gain unauthorized access to the Site or Services; (9) use the Site or Services to provide false information regarding Your location or identity or the location or identity of any third party; (10) use the Services to intimidate, harass, threaten, or stalk any other people or entities; (11) use the Site or Services for any purpose that is illegal in any way or that advocates illegal activity; (12) use the Site or Services in any manner that could damage, disable, overburden or impair the Site or Services; (13) upload or transmit any code or devices capable of or intended to interrupt, harm or damage the Services or the operation thereof; (14) remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the Site or Services; (15) impersonate any person or entity, or otherwise misrepresent your affiliate with a person or entity; (16) mirror or frame the Site, Service or any Technology, place pop-up windows over its pages, or otherwise affect the display of the pages; (17) use any trade name, trademark or brand name of DearLocal in metatags, keywords and/or hidden text; (18) use any portion of the Site, the Service or the Technology in any manner that may give a false or misleading impression, attribution or statement as to DearLocal, the Owner or any other third party; (19) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or any notice included in the Technology; or (20) directly or indirectly, generate "Likes" on any Facebook web page through any automated, deceptive, fraudulent or otherwise invalid means, including through repeated manual clicks, the use of "robots" or other automated tools.

9. FEES AND SERVICES. In consideration for the access rights granted to You and the services performed by DearLocal under this Agreement, You agree to, and shall pay to DearLocal all fees corresponding to the applicable service tier set forth on our fee schedule www.dearlocal.com/pricing ("Fee Schedule"), which DearLocal may change from time to time. Changes to that schedule are effective after DearLocal has provided You with at least thirty (30) days' notice by posting the changes on the Service. DearLocal may choose to temporarily change the fees for its Services for promotional events or new services, and such changes are effective when DearLocal post the temporary promotional event or new service on the Service.

All payment obligations are non-cancellable and all amounts paid are non-refundable. Any amounts not paid when due shall bear interest at a rate of one and one half percent (1.5%) per month (or lesser amount if required under applicable law). DearLocal may withhold performance and discontinue the Service until all amounts are paid in full. DearLocal's fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and You shall be solely responsible for payment of all such taxes, levies or duties, excluding only taxes based solely on DearLocal's income. You agree to provide DearLocal complete and accurate billing information and contact information. You agree to update this information within thirty (30) days of any change to it. If the contact or billing information You provide is false or fraudulent, DearLocal may terminate Your access to the Services in addition to other legal remedies.

DearLocal will automatically renew and bill Your credit card periodically in accordance with our Fee Schedule (each period, a "Payment Period"). If You provide credit card information to DearLocal, You authorize DearLocal to charge such credit card in accordance with our Fee Schedule for the Services. In the event the popularity of your Facebook page increases beyond the maximum popularity rating for the applicable service tier set forth in the Fee Schedule during any Payment Period, You will be required to pay additional fees associated with the applicable service tier set forth on the Fee Schedule, prorated for the remainder of the Payment Period.

You understand and agree that You are DearLocal's disclosed principal and DearLocal, as agent, may incur certain fees and/or charges in its performance of its obligations hereunder. In the event DearLocal incurs any such fees or charges, You will be solely liable for such fees or charges.

10. REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with the Site and any of the Services; and (3) You and Your Tagged Posts will at all times during the term of this Agreement comply with all applicable Facebook Terms and all applicable laws.

11. DISCLAIMERS. You understand that, during the term of this Agreement, the Service will automatically create Tagged Posts using Triggers that have been previously defined by You and/or DearLocal for Your Account ("Your Triggers"), and by using any such Trigger on Your Facebook page or the Site, You acknowledge and agree that DearLocal will create a Tagged Post from such Trigger. By placing any of Your Triggers on Your Facebook page or the Site, You consent to, and direct, the Service to distribute Tagged Posts in accordance with the terms and conditions of this Agreement. Subject to the terms of this Agreement, You understand and agree that You, and not DearLocal, will be solely responsible for Your use of Your Triggers and Your Tagged Posts distributed by the Service. All payment obligations are non-cancellable and non-refundable, even Your use of Your Triggers was unintentional. Accordingly, DearLocal encourages You to use caution when placing any post or hash tag on Your Facebook page or the Site.

THE SITE, TECHNOLOGY AND SERVICES AND ALL USE OF AND ACCESS THERETO ARE PROVIDED BY DEARLOCAL "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE SITE, SERVICES AND/OR TECHNOLOGY, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, DEARLOCAL DOES NOT MAKE ANY WARRANTIES THAT THE SITE OR SERVICES WILL BE ERROR FREE, UNINTERRUPTED, OR SECURE OR THAT YOU USE OF THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT THE TECHNOLOGY OR ANY PORTION THEREOF IS CORRECT, ACCURATE, OR RELIABLE.

12. LIMITATION OF LIABILITY. IN NO EVENT WILL DEARLOCAL BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITY, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER LEGAL THEORY, IN ARISING OUT OF THIS AGREEMENT AND/OR YOUR ACCESS TO OR USE OF THE WEBSITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, OR LOSS OF REPUTATION OR GOODWILL, EVEN IF DEARLOCAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. DEARLOCAL'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO DEARLOCAL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM OR EVENT WILL NOT ENLARGE THIS LIMITATION. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE. The laws of some jurisdictions do not permit the exclusion of certain warranties or the disclaimer or limitation of liability for certain types of damages, so portions of the above may not apply to You. To the extent that DearLocal may not, as a matter of applicable law, disclaim any warranty or limit or exclude any liability, the scope and duration of such warranty and the extent of DearLocal's liability shall be the minimum permitted under such applicable law.

13. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless DearLocal and its officers, directions, employees, agents and licensors from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney's fees) that may at any time be incurred by any of them in whole or in part by reason of any allegations, claims, suits, or proceedings arising from: (1) Your use of or access to the Site, Technology or Services; (2) any breach of any representation, warranty or other term or condition of this Agreement; (3) your breach or violation of the Facebook Terms; (4) any claim that your Tagged Post infringes or violates any third party right, including without limitation, any copyright, publicity or privacy right; or (5) any claim that one of Your Tagged Posts caused damage to a third party, including but not limited to any claim of defamation, unfair competition or allegation of obscenity related to Your Tagged Post.

14. PRIVACY POLICY. DearLocal collects, stores, uses and discloses information collected hereunder in accordance with its privacy policy ("Privacy Policy") available at www.dearlocal.com/privacy. If You do not agree with DearLocal's privacy practices as described in the Privacy Policy, please do not use the Services.

15. NO ARCHIVE. The Services are not and shall not function as an archive. DearLocal shall have no liability to you or any other person for loss, damage, or destruction to your information. You shall be solely responsible for maintain independent archival and backup copies of your information.

15. NO ARCHIVE. The Services are not and shall not function as an archive. DearLocal shall have no liability to you or any other person for loss, damage, or destruction to your information. You shall be solely responsible for maintain independent archival and backup copies of your information.

16. CLAIMS OF INFRINGEMENT. DearLocal is committed to respecting and protecting the legal rights of copyright owners. As such, DearLocal adheres to the following notice and taken down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. - 512 et Seq.). If You believe in good faith that Your copyrighted work has been reproduced on the Services without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by e-mail to:

hello@dearlocal.com

Please provide the following information to DearLocal's Copyright Infringement Agent:

  1. the identity of the copyrighted work claimed to have been infringed,
  2. the identity of the allegedly infringing work;
  3. Your name, address, daytime phone number, and E-mail address, if available;
  4. a statement that You have a good-faith belief that the use of the copyrighted work in the manner complained of is not authorized by the owner, his or her agent, or the law;
  5. a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and
  6. a electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

17. NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to DearLocal by e-mailing DearLocal at hello@DearLocal.com. With respect to DearLocal's notices to You, DearLocal may provide notices (including notices of amendments to this Agreement) to You by providing them through the Site. You agree that DearLocal may send any privacy or other notices, disclosures, reports, documents or other records regarding the Services in electronic form to the e-mail address that you provided during registration or by posting the notice on the Site. Any notice shall be deemed given 24 hours after the notice is actually received by postal mail, provided through the Site or Services, or sent by e-mail, as applicable.

18. GENERAL.

a. Governing Language and Law. The governing language of this Agreement is English. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Colorado without regard to any conflicts of law principles thereof. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the sole and exclusive jurisdiction and venue in the state and federal courts sitting in Denver, Colorado (U.S.A.) for the adjudication of all disputes, controversies, or claims arising under or relating to this Agreement or otherwise between the parties.

b. Assignment.. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned, transferred, or delegated by You in whole or in part, by operation of law or otherwise, without the prior written approval of DearLocal. Any assignment, transfer or delegation in derogation of the foregoing shall be null and void. DearLocal may assign, transfer or delegate this Agreement, any obligation or right hereunder, or any portion hereof at any time without notice to You.

c. Severability. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement an enforceable provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

d. Modifications. DearLocal reserves the right, at any time, to add to, change, update, or modify this Agreement, by providing notice to You. Any such addition, change, update, or modification will be effective immediately upon such notice.

e. Force Majeure. Any failure of DearLocal to perform or delay in the performance of DearLocal's obligations under this Agreement due to any cause or event not reasonably within DearLocal's control, including but not limited to casualty, labor disputes, failure of equipment or carriers or utilities, compliance with governmental authority or Act of God, shall not constitute a breach of this Agreement, and DearLocal's performance shall be excused during such period of delay.

f. Waivers. All waivers under this Agreement must be in writing. Any failure to enforce any provision of this Agreement by DearLocal will not be deemed a waiver of such provision nor of the right to enforce such provision.

[End of Agreement]

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