Service Agreement
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terms and conditions relevant to the products/services you are purchasing. To
view a consolidated version of the service agreement, containing the terms and
conditions for all products/services sold by Buy Local Shopping, LLC at this
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This is Service Agreement Version Number 1.0.0
1. INTRODUCTION. In this Service
Agreement ("Agreement"), "you" and "your" refer
to each customer ("Customer") and its agents, including each person
listed in your account information as being associated with your account, and
"we", "us" and "our" refer collectively to Buy
Local Shopping, LLC. This Agreement explains our obligations to you, and your
obligations to us in relation to the Buy Local Shopping, LLC service(s) you
purchase.
2. VARIOUS SERVICES. Sections 1 through 30
apply to any and all Buy Local Shopping, LLC services that you purchase. The
terms and conditions set forth in the Schedules of this Agreement apply only to
customers who have purchased the Buy Local Shopping, LLC services referenced in
those Schedules. In the event of any inconsistency between the terms of
Sections 1 through 30 and the terms of the Schedules, the terms of the
Schedules shall control with regard to the applicable Buy Local Shopping, LLC
service. IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase Buy
Local Shopping, LLC services that are sold together as a "bundled"
package (e.g., you select a Web Site package that includes both a domain name
and a Buy Local Shopping, LLC Web Ad, as opposed to your purchasing such
services separately), termination of any part of the services will result in
termination of all Buy Local Shopping, LLC services provided as part of the
bundled package. Please see Section 10(d) of this Agreement for more
information. You acknowledge and agree that some or all of the services you
purchase or receive from us may be provided by one or more vendors, contractors
or affiliates selected by Buy Local Shopping, LLC in its sole discretion.
3. FEES, PAYMENT AND TERM OF SERVICE. As consideration for
the services you purchased, you agree to pay Buy Local Shopping, LLC the
applicable service(s) fees set forth on our Web site at the time of your
selection, or, if applicable, upon receipt of your invoice from Buy Local
Shopping, LLC. All fees are due immediately and are non-refundable, except as
otherwise expressly noted in one or more of the Schedules to this Agreement. Buy Local Shopping, LLC will charge you a
processing fee if you terminate or cancel any package prior to the completion
of any limited money-back guarantee time period for that package or service
(the "Processing Fee"). A Processing Fee of $29.95 will be charged
for the cancellation of any package. Unless otherwise specified herein or on
our Web site, each Buy Local Shopping, LLC service is for a one-year initial
term and renewable thereafter for successive terms, as set forth during the
renewal process. Any renewal of your services with us is subject to our then
current terms and conditions, including, but not limited to, successful
completion of any applicable authentication procedure, and payment of all
applicable service fees at the time of renewal and in the case of domain name
re-registration, the domain name registry's acceptance of your domain name
registration. Except with respect to service to which you subscribe on a
monthly basis, we will endeavor to provide you notice prior to the renewal of
your services at least fifteen (15) days in advance of the renewal date.
Additional payment terms may apply to the Buy Local Shopping, LLC services you
purchase, as set forth in the applicable Schedules to this Agreement. You agree to pay all value added, sales and
other taxes (other than taxes based on Buy Local Shopping, LLC income) related
to Buy Local Shopping, LLC services or payments made by you hereunder. All
payments of fees for Buy Local Shopping, LLC services s hall be made in U.S.
dollars. Set up fees, if any, will become payable on the applicable effective
date for the applicable Buy Local Shopping, LLC services. All sums due and
payable that remain unpaid after any applicable cure period herein will accrue
interest as a late charge of 1.5% per month or the maximum amount allowed by
law, whichever is less.
4. ACCURATE INFORMATION. You agree to: (1)
provide certain true, current, complete and accurate information about you as
required by the application process; and (2) maintain and update according to
our modification procedures the information you provided to us when purchasing
our services as needed to keep it current, complete and accurate. We rely on
this information to send you important information and notices regarding your
account and our services. You agree that Buy Local Shopping, LLC (itself or
through its third party service providers) is authorized, but not obligated, to
use Coding Accuracy Support System (CASS) certified software and/or the
National Change of Address program (and/or such other systems or programs as
may be recognized by the United States Postal Service or other international
postal authority for updating and/or standardizing address information) to
change any address information associated with your account (e.g., registrant
address, billing contact address, etc.), and you agree that Buy Local Shopping,
LLC may use and rely upon any such changed address information for all purposes
in connection with your account (including the sending of invoices and other
important account information) as though such changes had been made directly by
you.
5. RESERVED. 6. OWNERSHIP. Except as
otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks
and logos; (ii) patents, patent applications, and patentable ideas, inventions,
and/or improvements; (iii) trade secrets, proprietary information, and
know-how; (iv) all divisions, continuations, reissues, renewals, and extensions
thereof now existing or hereafter filed, issued, or acquired; (v) registered
and unregistered copyrights including, without limitation, any forms, images,
audiovisual displays, text, software and (vi) all other intellectual property,
proprietary rights or other rights related to intangible property which are
used, developed, comprising, embodied in, or practiced in connection with any
of the Buy Local Shopping, LLC services identified herein ("Buy Local
Shopping, LLC Intellectual Property Rights") are owned by Buy Local
Shopping, LLC or its licensors, and you agree to make no claim of interest in
or ownership of any such Buy Local Shopping, LLC Intellectual Property Rights.
You acknowledge that no title to the Buy Local Shopping, LLC Intellectual
Property Rights is transferred to you, and that you do not obtain any rights,
express or implied, in the Buy Local Shopping, LLC or its licensors' service,
other than the rights expressly granted in this Agreement. To the extent that
you create any Derivative Work (any work that is based upon one or more preexisting
versions of a work provided to you, such as an enhancement or modification,
revision, translation, abridgement, condensation, expansion, collection,
compilation or any other form in which such preexisting works may be recast,
transformed or adapted) such Derivative Work shall be owned by Buy Local
Shopping, LLC and all right, title and interest in and to each such Derivative
Work shall automatically vest in Buy Local Shopping, LLC. Buy Local Shopping, LLC shall have no obligation to grant you any right
in any such Derivative Work.
7. EXCLUSIVE REMEDY; TIME LIMITATION ON FILING
ANY CLAIM.
YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN
EQUITY, OR OTHERWISE, WITH RESPECT TO ANY BUY LOCAL SHOPPING, LLC SERVICE(S)
PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY
LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE TERM OF THIS
AGREEMENT. IN NO EVENT SHALL BUY LOCAL SHOPPING, LLC, ITS LICENSORS AND
CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS
PART OF THE SUBSCRIPTION SERVICE FOR WEBSITES FROM BUY LOCAL SHOPPING, LLC) BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF
BUY LOCAL SHOPPING, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO
THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF
LIABILITY AS SET FORTH HEREIN BUY LOCAL SHOPPING, LLC'S LIABILITY IS LIMITED TO
THE EXTENT PERMITTED BY LAW IN SUCH STATES. Buy Local Shopping, LLC and its
licensors and contractors disclaim any and all loss or liability resulting
from, but not limited to: (1) loss or liability resulting from access delays or
access interruptions; (2) loss or liability resulting from data non-delivery or
data mis-delivery; (3) loss or liability resulting
from acts of god; (4) loss or liability resulting from the unauthorized use or
misuse of your account number, password or security authentication option; (5)
loss or liability resulting from errors, omissions, or misstatements in any and
all information or service(s) provided under this agreement; (6) loss or
liability relating to the deletion of or failure to store e-mail messages; (7)
loss or liability resulting from the development or interruption of your web
site or your Buy Local Shopping, LLC web site; (8) loss or liability from your
inability to use our e-mail service, web site manager service or any component
of the subscription service (for websites from Buy Local Shopping, LLC); (9)
loss or liability that you may incur in connection with our processing of your
application for our services, our processing of any authorized modification to
your domain name record or your agent's failure to pay any fees, including the
initial registration fee or reregistration fee; (10)
loss or liability as a result of the application of our dispute policy; or (11)
loss or liability relating to limitations, incompatibilities, defects, or other
problems inherent in xml, xkms, or any other standard
not under Buy Local Shopping, LLC sole control. YOU AGREE THAT REGARDLESS OF
ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE
(1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL BE FOREVER
BARRED.
8. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF OUR SERVICE(S) OR OUR LICENSORS' SERVICES IS
SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN
"AS IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED
IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL 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. NEITHER BUY LOCAL SHOPPING, LLC NOR OUR LICENSORS MAKE ANY
WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR
THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR
DO WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY
MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES
IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS
OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY
TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH
INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE
ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY
PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.
9. INDEMNITY. You agree to release,
indemnify, defend and hold harmless Buy Local Shopping, LLC and any of our (or
their) contractors, agents, employees, officers, directors, shareholders, affiliates
and assigns from all liabilities, claims, damages, costs and expenses,
including reasonable attorneys' fees and expenses, relating to or arising out
of (a) this Agreement or the breach of your warranties, representations and
obligations under this Agreement, (b) the Buy Local Shopping, LLC services or
your use of such services, including without limitation infringement or
dilution by you, or someone else using our service(s) from your computer, (c)
any intellectual property or other proprietary right of any person or entity,
(d) a violation of any of our operating rules or policies relating to the
service(s) provided, (e) any information or data you supplied to Buy Local
Shopping, LLC, including, without limitation, any misrepresentation in your application,
if applicable, (f) the inclusion of meta-tags or other elements in any website
created for you or by you via the Buy Local Shopping, LLC services, or (g) any
information, material, or services available on your licensed Buy Local
Shopping, LLC Web Site . When we are threatened with suit or sued by a third
party, we may seek written assurances from you concerning your promise to
indemnify us; your failure to provide those assurances may be considered by us
to be a material breach of this Agreement. We shall have the right to
participate in any defense by you of a third-party claim related to your use of
any of the Buy Local Shopping, LLC services, with counsel of our choice at our
own expense. We shall reasonably cooperate in the defense at your request and
expense. You shall have sole responsibility to defend us against any claim, but
you must receive our prior written consent regarding any related settlement.
The terms of this paragraph will survive any termination or cancellation of
this Agreement.
10. TERMINATION.
a. By You. You may
terminate this Agreement upon at least thirty (30) days written notice to Buy
Local Shopping, LLC for any reason.
b. By Us. We may
terminate this Agreement or any part of the Buy Local Shopping, LLC services at
any time in the event you breach any obligation hereunder, fail to respond
within ten (10) calendar days to an inquiry from us concerning the accuracy or
completeness of the information referred to in Section 4 of this Agreement, or upon thirty (30)
days prior written notice if we terminate or significantly alter a product or
service offering.
c. Effect of Termination. Except as otherwise
expressly set forth herein or on our Web site, Buy Local Shopping, LLC will
cease charging your credit card, if applicable, for any monthly service fees as
of the expiration of the monthly billing cycle in which the termination is
effective. Unless otherwise specified in writing by Buy Local Shopping, LLC,
you will not receive any refund for payments already made by you as of the date
of termination, and, you may incur additional fees (in the case of a monthly or
annual subscription being paid over time, as provided in various Schedules
below). If termination of this Agreement is due to your default hereunder, you
shall bear all costs of such termination, including any reasonable costs Buy
Local Shopping, LLC incurs in closing your account. You agree to pay any and
all costs incurred by Buy Local Shopping, LLC in enforcing your compliance with
this Section. Upon termination, you shall destroy any copy of the materials
licensed to you hereunder and referenced herein. You agree that upon
termination or discontinuance for any reason, we may delete all information
related to you on the Buy Local Shopping, LLC service, if applicable. In
addition to the terms set forth herein, certain Buy Local Shopping, LLC
services may have additional terms regarding termination, which are set forth
in the applicable Schedule.
d. Effect of Termination of Bundled Services.
In addition to the terms set forth in subsection 10(c) above, if you purchase
Buy Local Shopping, LLC services which are sold together as part of a
"bundled" package of services, any termination relating to such
bundle will terminate all Buy Local Shopping, LLC services included in such
bundle. For instance, any domain name registered with or maintained by Buy
Local Shopping, LLC under this Agreement (but not including any domain names
you may have registered, either with Buy Local Shopping, LLC or a third-party
registrar, separately and not as part of a bundled service) will be cancelled
and may thereafter be available for registration by another party. Upon the
effective date of termination, Buy Local Shopping, LLC will no longer provide
the bundled services to you, any licenses granted you shall immediately
terminate, and you shall cease using such services immediately; provided,
however, that we may, in our sole discretion and subject to your agreeing to be
bound by the applicable agreement(s) and to pay the applicable fees, allow you
to convert certain services included in the bundled services to stand alone
services.
11. REPRESENTATIONS AND WARRANTIES. You agree and warrant
that: (i) neither your registration nor use of the
any of the Buy Local Shopping, LLC services nor the manner in which you intend
to use such Buy Local Shopping, LLC services will directly or indirectly
infringe the legal rights of a third party, (ii) you have all requisite power
and authority to execute this Agreement and to perform your obligations
hereunder, (iii) you have selected the necessary security option(s) for your
domain name registration record, (iv) you are of legal age to enter into this
Agreement (or you are at least 13 years of age and have your parents'
permission to apply for services hereunder); and (vi) you agree to comply with
all applicable laws and regulations.
12. MODIFICATIONS TO AGREEMENT. Except
as otherwise provided in this Agreement, you agree, during the term of this
Agreement, that we may: (1) revise the terms and conditions of this Agreement;
and/or (2) change part of the services provided under this Agreement at any
time. Any such revision or change will be binding and effective 30 days
after posting of the revised Agreement or change to the service(s) on Buy Local
Shopping, LLC Web sites, or upon notification to you by e-mail or
13. RESERVED.
14. RESERVED.
15. RESERVED
16. RIGHT OF REFUSAL. We, in our sole
discretion, reserve the right to refuse to register you for Buy Local Shopping,
LLC service(s), or we delete a Buy Local Shopping, LLC service(s) within such
thirty (30) calendar day period, we agree to refund
any applicable fee(s) you have paid. You agree that we shall not be liable to
you for loss or damages that may result from our refusal to register you for
other Buy Local Shopping, LLC service(s).
17. NOTICES AND ANNOUNCEMENTS. . (a) Except as
expressly provided otherwise herein, all notices to Buy Local Shopping, LLC
shall be in writing and delivered via overnight courier or certified mail,
return receipt requested to M.Brimberry, Buy Local
Shopping, LLC, 1911 Lynwood Lane, Albany, GA, 31707. All notices to you shall be delivered to your
mailing address or e-mail address as provided in your account information (as
updated by you pursuant to this Agreement) or to any e-mail address associated
with your domain name registration(s) with Buy Local Shopping, LLC. (b) You
authorize us to contact you as our customer via telephone, at the number
provided by you in your account information (as updated by you pursuant to this
Agreement), which telephone number is incorporated herein by reference, e-mail
or postal mail regarding information that we deem is of potential interest to
you. Notices and announcements may include commercial e-mails, telephone
solicitations and other notices describing changes, upgrades, new products and
services or other information pertaining to Internet security or to enhance
your identity on the Internet and/or other relevant matters.
18. SEVERABILITY. You agree that the
terms of this Agreement are severable. If any term or provision is declared
invalid or unenforceable, in whole or in part, that term or provision will not
affect the remainder of this Agreement; this Agreement will be deemed amended
to the extent necessary to make this Agreement enforceable, valid and, to the
maximum extent possible consistent with applicable law, consistent with the
original intentions of the parties; and the remaining terms and provisions will
remain in full force and effect.
19. ENTIRE AGREEMENT. You agree that this
Agreement, the rules and policies incorporated by reference in this Agreement
(including, without limitation, the dispute policy and the privacy statement)
are the entire, complete and exclusive agreement between you and us regarding
our services and supersede all prior agreements and understandings, whether
written or oral, or whether established by custom, practice, policy or
precedent, with respect to the subject matter of this Agreement, including,
without limitation, any purchase order provided by you for the services.
20. ASSIGNMENT AND RESALE. Except as otherwise
set forth herein, your rights under this Agreement are not assignable or
transferable. Any attempt by your creditors to obtain an interest in your
rights under this Agreement, whether by attachment, levy, garnishment or
otherwise, renders this Agreement voidable at our
option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise
exploit for any commercial purposes any of the services (or portion thereof)
without Buy Local Shopping, LLC prior express written consent.
21. GOVERNING LAW.
a. You and Buy Local Shopping, LLC agree that
this Agreement and any disputes hereunder shall be governed in all respects by
and construed in accordance with the laws of the State of
b. Reserved.
c. The parties hereby waive any right to jury
trial with respect to any action brought in connection with this Agreement.
d. The application of the United Nations
Convention of Contracts for the International Sale of Goods is expressly
excluded.
22. AGREEMENT TO BE BOUND. By applying for a Buy
Local Shopping, LLC service(s) through our online application process or
otherwise, or by using the service(s) provided by Buy Local Shopping, LLC under
this Agreement, you acknowledge that you have read and agree to be bound by all
terms and conditions of this Agreement and documents incorporated by reference.
23. INDEPENDENT PARTIES. Neither party nor
their employees, consultants, contractors or agents are agents, employees or
joint ventures of the other party, and they do not have any authority to bind
the other party by contract or otherwise to any obligation. Each party shall
ensure that the foregoing persons shall not represent to the contrary, either
expressly, implicitly, by appearance or otherwise.
24. WAIVER. No waiver of any provision of this
Agreement shall be effective unless it is in writing and signed by an
authorized representative of Buy Local Shopping, LLC. The remedies of Buy Local
Shopping, LLC under this Agreement shall be cumulative and not alternative, and
the election of one remedy for a breach shall not preclude pursuit of other
remedies. The failure of a party, at any time or from time to time, to require
performance of any obligations of the other party hereunder shall not affect
its right to enforce any provision of this Agreement at a subsequent time, and
the waiver of any rights arising out of any breach shall not be construed as a
waiver of any rights arising out of any prior or subsequent breach.
25. EXPORT RESTRICTIONS. You acknowledge and
agree that you shall not import, export, or re-export directly or indirectly,
any commodity, including your products incorporating or using any Buy Local
Shopping, LLC services in violation of the laws and regulations of any
applicable jurisdiction.
26.
27. FORCE MAJEURE. Neither party shall be
deemed in default hereunder, nor shall it hold the other party responsible for,
any cessation, interruption or delay in the performance of its obligations
hereunder due to causes beyond its control including, but not limited to:
earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism;
armed conflict; labor strike; lockout; boycott; supplier failures, shortages,
breaches, or delays; or any law, order regulation, direction, action or request
of the government, including any federal, state and local governments having or
claiming jurisdiction over Buy Local Shopping, LLC, or of any department,
agency, commission, bureau, corporation or other instrumentality of any
federal, state, or local government, or of any civil or military authority; or
any other cause or circumstance, whether of a similar or dissimilar nature to
the foregoing, beyond the reasonable control of the affected party, provided
that the party relying upon this section (i) shall
have given the other party written notice thereof promptly and, in any event,
within five (5) days of discovery thereof and (ii) shall take all steps
reasonably necessary under the circumstances to mitigate the effects of the
force majeure event upon which such notice is based;
provided further, that in the event a force majeure
event described in this Section extends for a period in excess of thirty (30)
days in the aggregate, Buy Local Shopping, LLC may immediately terminate this
Agreement.
28. HEADINGS. The section headings
appearing in this Agreement are inserted only as a matter of convenience and in
no way define, limit, construe or describe the scope or extent of such section
or in any way affect such section.
29. SURVIVAL. In the event this
Agreement terminates as provided herein, Sections 1, 2, 3, 6, 7, 8, 9, 10(c),
10(d), 14, and 17 through 29 of this Agreement shall survive such expiration or
termination.
30. RESERVED.