Effective Oct 22, 2021
This agreement ( the ‘Agreement’) governs your participation in the Locally user community (the ‘Community’), use of the Locally.com website (the ‘Site’), and use of any Locally services (‘Services’) such as brand website inventory visibility.
I. GENERAL TERMS
i. Locally.com Account Registration Information
All the information you provide during the locally.com account registration process must be complete and accurate. We reserve the right to verify and/or validate all information submitted during the registration process. As an ongoing Locally retailer, one designated account owner will approve all subsequent user requests for account access. This account owner can be changed at any time, either by you, or by making a request through Locally.
You will receive emails from Locally associated with your retail store and the related brands you carry, as well as any relevant Locally services updates. You may unsubscribe at any time.
ii. Password You are solely responsible for password confidentiality and shall be solely responsible for any use of the Site that occurs using your login information except to the extent caused by Locally infrastructure and/or personnel (e.g., third party hacking of Locally infrastructure). You shall immediately report to Locally any unauthorized use of your Locally.com account. You understand that Locally does not have access to your password. Locally will support password lockout or change features and assist You with same.
iii. Your Inventory Feed Inventory information provided by You is presented to shoppers through our service on participating brand websites, locally.com, and if you choose, your own site and social media. Locally cares very much about protecting the privacy of your company’s inventory information. Except as otherwise specifically set forth herein, we will not use or disclose your inventory information for any reason.
Inventory files shall be hosted by us in a secure database, and past inventory data files are securely deleted upon receipt of each new inventory file. When you indicate a UPC has a quantity on hand of greater than “1,” we will display that product as “in-stock” to a shopper on a participating brand’s website, our Site, and optionally, your site or social media channels as you determine from time to time. If there are two or fewer quantities remaining for that item, you have the option of providing custom language to indicate that limited quantities are available.
Locally may not share or sell inventory data with brands, retailers, or other third parties, unless given explicit advance written consent by you or with a mutually executed addendum to this agreement. You control the provision of your inventory feed and can stop providing a feed at any time. You may also request Locally purge your inventory from our system at any time. There is no cost to sharing inventory files with Locally.
Locally may only use your inventory information for the sole purposes set forth in this Agreement. Locally will be responsible and liable for its use of your inventory information other than in accordance with this Agreement.
iv. Support Locally offers general and technical assistance to retailers via email between M-F, 9-5 CST. For urgent after-hours requests, please email firstname.lastname@example.org with “URGENT” in the email subject line. You may also track system status at http://status.lcly.co/, and subscribe to receive real-time updates via RSS or email.
v. Product Content Locally works with brand partners to maintain product information and shall use its best efforts to keep this information as accurate and current as possible. Brands provide ongoing product catalog updates and choose a single price to display per product. However, we do not guarantee the accuracy of any information, material or content that has either been provided by us or our brands. In the event where you find a product error, we ask you report it to Locally via email at email@example.com. In the rare event where a product’s price is listed incorrectly by Locally, we cannot offer financial remuneration and ask that you handle the situation directly with the customer and inform Locally of the discrepancy immediately.
We may add, change or delete material and information contained on the Site at any time, including information, materials, services and functionality; provided however that we may not change or alter any material that you provide to the Site without your prior written consent. Any new features and services added by us are subject to the terms of this Agreement.
vi. Buy It Locally Locally’s ‘Buy It Locally’ services facilitate payments or reservations for in-store pickup. You may use one of both of these features at any time, at any or all of your stores. In doing so, you agree to make your best effort to respond to all customer requests in a timely and professional manner. This includes an expectation to respond to customer requests as quickly as possible, but at a minimum within four hours, during business hours. Orders that are not responded to within four hours during business hours are automatically cancelled. Reminders are sent every thirty minutes during business hours to assist you in your timely response.
Locally reserves the right to amend, edit, change or modify our expectations at any time by providing written notice, and to discontinue participation by any retailer who repeatedly fails to achieve our customer satisfaction expectations.
By using Buy It Locally, you agree to share the name of a customer with the Brand partner for orders that originate on their website. Buy It Locally is an optional, paid service and your participation includes payment of fees based on rates described in your locally.com account.
You further agree not to use Locally to export goods or services from your respective geographical market (i.e., the United Kingdom or European Union) and shall only enable in-store pickup of merchandise at lawfully established retailer locations.
By offering Ship to Store transactions, you agree that once the item ships to your store from the brand you are taking possession of the product. If the shoppers chooses to return the item, you are responsible for initiating a refund and taking the item into your inventory. If a payout on the order had been issued to you, it will be reversed, and the brand's portion of the revenue split on the sale will be added as a debit on your monthly statement.
vii. Sales Tax, VAT, and GST: Collection and Remittance on Online payments
In the United States and Canada, Locally is responsible for collection and remittance of all sales and use tax on orders involving online payments for store pickup or delivery.
In all countries outside of the United States and Canada, VAT on online payments for store pickup are collected by the retailer, and the retailer is responsible for reporting, collecting, and remitting VAT (or other indirect taxes) to the appropriate tax authority. By accepting online payments for store pickup, you agree to share your tax registration number (and any other like documents that Locally determines to be necessary) with Locally during setup and agree to remit VAT on Locally orders. If you fail to provide Locally with documentation that Locally determines to be sufficient, Locally may withhold payments up to the amount as required by applicable law until sufficient documentation is provided.
viii. FAQ and About areas Locally provides its FAQ and About areas as a way for members of the Community to obtain additional information about the technology. Locally shall not be liable for any misuse of your materials that are posted by you in our FAQ or About areas.
ix. Third Party Websites Our site may include links to external websites (‘External Sites’). These links do not mean that we endorse External Sites or their content. Locally shall not be liable for any problems or damages related in any way to the use of External Sites, or for any content or materials contained therein. We are in no way obligated to indemnify payments made to External Sites.
x. Community Conduct
As a part of the Locally Community, we ask that you be conscientious of other members. Pursuant to this Agreement, you agree to avoid certain behavior (‘Misconduct’) that could potentially affect other members, their use of the Site and the integrity of the Site itself.
Misconduct includes, but is not limited to the following: (1) publishing Content (as defined in Section II(i)) for which you do not own the intellectual property rights or Content that is obscene, pornographic, sexual, libelous or unlawful; (2) knowingly or intentionally uploading any viruses, tracking software, links, or files that could damage the functionality of the Site or any computer accessing the site; (3) knowingly or intentionally damaging the Site itself or the Site’s functionality or interfering with the security of the Site and its networks in any way; (4) using false identification for registration or other purposes; (5) violating the rights of other members or harassing them; (6) accessing the member accounts or information of other members.
II. CONTENT TERMS
i. Locally.com Content The Site may contain photographs, illustrations, audio files, video files, data files and information provided or made available by Locally or its brands, members, etc. (‘Content’) that are protected by copyright, trademark or other rights of Locally and/or other parties (including participating members). With respect to content provided or made available by you for inclusion on the Site (‘Your Content’), You must have all necessary rights and/or permissions to provide Your Content to the Site. All rights to any Content shall be retained by the member who uploads such Content to the Site (each such member, a ‘Contributor’). For clarity, Your inventory files are not considered Your Content for purposes of “uploading” to the Site, and such files may not be used on the Site except as otherwise set forth in Section I(iii) above.
ii. Uploading Content to Locally.com You hereby grant to Locally.com a non-exclusive right to Content on the Site as set forth herein. As a member of the Community, you may upload Content to the Site by following the upload procedures on the Site.
iii. Published Content Retailers are permitted to publish Content from our backend control interface to the public areas of the Site and Locally-powered tools on brand sites. Content published to the public areas of the Site (referred to hereinafter as ‘Published Content’) shall be publicly visible. Locally shall not be liable for any member’s failure to obtain such permission or any corresponding breach of security with regard to Published Content. If you are granted the right to publish Content, you agree that you shall only publish Content for which you own or control intellectual property rights, copyrights and trademarks for such Content. Locally shall not be liable for Content published without such ownership or control.
iv. Contributor Representations and Warranties Locally does not permit any Content to be published to public areas of the Site that infringes upon any trademark or copyright (collectively, ‘IP Rights’). By contributing Your Content to Locally, you assert that you are the owner of the IP Rights to all of Your Content or have been granted such authority, and that you shall take sole responsibility for all Your Content, whether private or published, uploaded by you. You warrant that to your knowledge there are no viruses or damaging materials contained within your Published Content that might damage or interfere with the Site in any way. Locally warrants that it has all necessary rights (including IP Rights) in and to the Site and the Services as necessary to provide the Site and Services and perform its obligations hereunder and that the Site does not include any viruses or damaging materials that might affect or damage Your Content.
In addition to the foregoing, Contributor represents and warrants that: (a) any data, including the transfer of any data, will be carried out in accordance with the relevant provisions of the applicable data protection law; (b) it has all necessary appropriate consents and notices in place to enable lawful transfers of any data to Locally for the duration and purposes as set forth in this Agreement; (c) it shall maintain records and document the basis for the cross-border data transfer for evidentiary purposes; and (d) it shall immediately inform Locally of any requirement under applicable law that would require Locally to process any data other than as set forth in this Agreement.
v. Content Review Locally shall not review all Content uploaded to the Site and shall not be responsible for anything contained within the Content. However, if Locally chooses, we may review, edit and/or remove Content in our sole discretion; provided that we may not edit Your Content, but we may remove it upon written notice to you. Locally shall not be liable for any errors or omissions in any Content provided on the Site.
III. LEGAL TERMS
i. Governing Law The laws of the United States of America and the State of Louisiana govern this Agreement. By accessing the Site and using our services you consent to the terms and conditions of this Agreement and to the exclusive jurisdiction of the courts of the State of Louisiana in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out below), then the invalid or unenforceable provision will be severed from these terms and the remaining terms shall continue in full force and effect.
Either party’s failure to enforce any of the provisions set forth in this Agreement, or failure to exercise any option to terminate this Agreement, shall not be construed as waiver of such provisions and shall not affect the validity of this Agreement or any part thereof, or the right thereafter to enforce each and every provision. This Agreement shall not be amended or modified except in writing and signed by a duly authorized representative of each party.
Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration.
ii. Indemnification You agree to defend, indemnify and hold harmless Locally, its subsidiaries, affiliates, officers, licensors, employees, agents and independent contractors against any claims, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from or related to any third party claim arising from your unauthorized use of the Site or Services, or your violation or alleged violation of this Agreement.
iii. Exclusions and Limitations To the fullest extent permitted by law, both parties:
Excludes all representations and warranties relating to the Site and its information, materials or Content which are or may be provided by any affiliates or any other third party including Locally members, including in relation to any inaccuracies or omissions in the Site, service interruptions or delays, or the quality of Content or services provided; and
Excludes all liability of itself, its directors, officers, employees, shareholders, partners, licensors or agents for damages arising out of or in connection with use of the Site. This includes, without limitation, direct loss, loss of business, information or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of business or you have advised Locally of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
IV. Termination of Membership Your membership may be terminated by you at any time. Upon termination of your membership, Locally will suspend any billing and cancel all user login information and accounts. Locally will, at your election, either return to you Your Content and/or inventory data files, or securely delete the same. Locally also reserves the right to terminate your membership at any time, for violation of this Agreement, or any other reason, upon notice. Termination of your membership shall not affect any rights, liabilities or obligations of Locally set forth in this Agreement. The terms and conditions of this Agreement that by their sense and context are intended to survive termination hereof will so survive, including without limitation indemnification obligations.
Locally may use the other party’s name or mark in any advertising, written sales promotion, press releases and/or other publicity matters relating to this Agreement with your written consent.
This Agreement contains the entire agreement of the parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements, and prior agreements related thereto are merged herein and superseded hereby.
LOCALLY USER TERMS OF SERVICE
The use of Locally.com and its affiliated services are governed by the following legal notices and conditions. By using Locally and its affiliated services, you agree to these conditions.
Some of the links we make available to you through our website will redirect you to leave our website(s). We cannot guarantee that the hyperlinks set out on our website(s) will be accurate in any respect. Moreover, the third-party websites accessed through these hyperlinks are developed and maintained by person(s) or entities over which we have no control. We cannot and do not monitor the websites linked to our pages on the Internet. Accordingly, we assume no responsibility for the content of any website referenced by any hyperlink or otherwise, and do not warrant the content of these websites in any manner or respect. We believe that making available hyperlinks to publicly accessible web pages and newsgroups is legally permissible and consistent with the common, customary expectations of those who make use of the Internet. These links are provided only for your convenience, and their inclusion does not constitute or imply approval or endorsement by Locally or their sites or their content.
If a hyperlink is associated with linking a shopper to a third party site to complete their purchase, Locally may receive a commission on any resulting sale.
“BUY IT LOCALLY” TRANSACTION SERVICES
Buy It Locally offers Users the ability to reserve or pay for an item for in-store pickup or same-day delivery from a local Retailer. This is an opt-in service for the Retailer and may not be available in all areas.
Reserve Online Pickup In-Store (ROPIS). The availability of the ability to reserve a product for in-store pickup is based on the most recent inventory information submitted by the local Retailer. When a User places a ROPIS request for in-store pick up, Locally contacts the Retailer to confirm or decline the transaction within a response-time window of four hours, during store hours. Store hours may be subject to change during holidays and are the responsibility of the Retailer. Once the Retailer responds to the request, Locally will provide confirmation to the User by email or other electronic messages (SMS) as has been agreed to by the User. By using Buy It Locally, the User agrees to receive updates via email and/or other electronic messages indicated during the transaction and is responsible for any fees incurred. Updating and collecting the appropriate sales and/or service tax is the responsibility of the Retailer. These terms apply to all transaction types.
Buy Online Pickup In-Store (BOPIS). A User may select Buy Online Pickup In-Store at a selected Retailer. To place a BOPIS request, the User must provide valid debit or credit card information. To confirm that the debit or credit card information you have provided is accurate, we may place a temporary authorization on your debit or credit card at the time you provide your debit or credit card information, however, your debit or credit card is not charged until the Retailer receives the requests and confirms the order. For full payment terms, please refer to https://stripe.com/legal. If the Retailer is unable to confirm the order, your debit or credit card is not charged, and you are notified by email or other electronic messages (SMS) as has been agreed to by User. All User requests for partial or total refunds on BOPIS order returns must be communicated to the Retailer, not Locally. If a shopper’s meaningful attempts to receive return a product purchased via Locally’s ROPIS method are unsuccessful, you may open a dispute by contacting Locally at https://www.locally.com/contact.
Same-Day Delivery. A User may select Buy Online, Same-Day Delivery at a selected Retailer to initiate an online purchase for a scheduled delivery through independent contractor couriers (“Couriers”). This is a purchase directly from the selected Retailer, not Locally or the brand whose products you are purchasing. When a User places a request for same-day delivery, Locally contacts the Retailer to confirm or decline the transaction prior to the delivery window selected by User during the check-out process. The User is notified of order updates as the Retailer confirms the order, the Courier is dispatched, and the product arrives, by email or other electronic messages as has been agreed to by User.
Deliveries are transported to the User by the third party Courier the User selects during check-out. In doing so the User agrees to the terms and privacy policies of our Courier, Postmates, or the User can contact the selected Retailer if a delivery is being facilitated solely by the Retailer. If the User is not available to receive the package in-person, the package is left at the door or is left as instructed by the User in the special instructions and the User is liable for the package. Any delivery issues must be resolved with the selected Courier, and any order issues or requests for refunds must be made with the Retailer selected by the User.
No-Show Policy. Locally is committed to providing superior quality services to Users and Retailers. To assist us in maintaining a consistently high level of service for the Retailers, Users are expected to make a best effort to arrive at the store to pick up their items. Users are able contact the Retailer informing them that they are no longer able to pick up the item or request refunds on orders, however, Locally reserves the right to limit future order participation based on repeated failure to appear at the Retailer by a User.
Promotions (“Coupons”). A User may utilize a “coupon” to receive a discounted rate on a product or service offered by Locally. Coupons are created by Retailers or Brands. Retailers or Brands dictate the usage of the Coupon and reserve the right to make changes at any time. Coupons are not redeemable for Cash. For more information on terms and conditions to specific Coupons, please contact the Brand or Retailer offering the Coupon.
GOOGLE 'SEE WHAT'S IN STORE' PRICING POLICY
Certain retailers use Locally to add their inventory to the Google Surfaces platform. If a store uses Locally for this service and there is a pricing discrepancy between Google and Locally.com, the store will honor the online price listed on Google at the store even if the online price on Google is lower than what's listed on the store's Locally.com page.
We may send you communications from us electronically, whether by e-mail or similar electronic means. You agree that any such electronic communications are considered to be communications in writing.
All content included on the website, including but not limited to text, graphics, logos, images, audio clips, data compilations, software, as well as the compilation of the website content, is the property of Locally or its vendor partners, media partners, retail partners or other business partners and is protected by United States and international copyright laws.
Locally graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Locally in the United States and/or other countries. These trademarks and trade dress may not be used in any manner prohibited by law or prohibited by Locally, including but not limited to any manner likely to cause confusion among customers or to disparage or discredit Locally. There may be other trademarks not owned by Locally appearing on the website. Those trademarks are the property of their respective owners, who may or may not be affiliated with Locally.
If you believe that your work has been copied by Locally, then please contact Locally's Legal Department at: Locally.com Inc, Attn: Legal Department, 6223 Woodcrest Drive, Ellicott City, MD 21043, Legal@Locally.com.
LICENSE AND SITE ACCESS
Locally grants you a limited license to use its websites for business use only. You may not copy or reproduce the website, or any portion of it, without Locally's express written consent. In addition, Locally grants you a limited, revocable, and nonexclusive right to create a hyperlink to Locally's website, so long as the link does not portray Locally in a misleading, derogatory, false, or otherwise offensive manner.
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Locally reserves the right to refuse service, terminate accounts, remove or edit content, or terminate entries in contests at their sole discretion. If you are under 18, you may not use Locally without the involvement of a parent or guardian over the age of 18.
The Internet, being an open network, is not secure. If you choose to send any electronic communications to Locally by means of this website (whether by means of email or posted messages on the website), you recognize the inherent risk of such an open network. Locally does not and cannot guarantee that such communications will not be intercepted or changed or that they will reach the intended recipient safely. However, with respect to the transmission of personal information including, but not limited to, credit card information, Locally makes every effort to protect that information using reasonable security measures that generally meet acceptable industry standards for security.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
You may post content on certain portions of Locally's websites and submit other content or information to Locally, provided that the content is legal, not injurious to third parties, or otherwise objectionable, as determined by Locally. You are not permitted to post or submit software viruses, political campaign messages, commercial solicitations, chain letters, mass mailings, or any form of spam. You must use your own email address in submitting or posting such content. Locally reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content.
Posting content or submitting material shall grant Locally the right to use and display such content pursuant to a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable license. You grant Locally and sublicensees the right to use the name that you submit in connection with such content if they choose. By posting content or submitting material, you represent and warrant that you own or otherwise control all of the rights to that content or material and that you will indemnify Locally for all claims resulting from content you supply. Locally has the right but not the obligation to monitor and edit or remove any activity or content. Locally takes no responsibility and assumes no liability for any content posted by you or any third party.
All press releases and other promotional materials are only current on their original date, unless otherwise stated. These materials were, to the best of Locally's knowledge, timely and accurate when issued. However, you should not rely on the continued accuracy of any such material beyond the date of issuance.
OFF-SITE SAAS SERVICES
(1) Support Services and Uptime. For companies using Locally's tools on their own website, support services include unlimited remote service and support during normal business hours and 24x7 for emergency support. The customer will designate one individual who will be the authorized point of contact for all technical support communications between Locally and Customer at all times. Locally will use commercially reasonable efforts to keep the SAAS System available on a 24-hour-a-day, 7 days a week basis, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services.
(4)Termination of the SAAS Subscription Agreement. In the event that you breach any term of the SAAS Subscription Agreement, or you or your Users breach these Terms, and such breach is not cured within 10 days after receipt of notice thereof from Service Provider, Service Provider may terminate the SAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable. Upon expiration or prior termination of the SAAS Subscription Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the SAAS Services by Users must then cease, and all materials, applications and tools downloaded from the SAAS Service must be erased, deleted, or destroyed.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
To the full extent permissible by applicable law, Locally disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Locally does not warrant that this site; information, content, materials, products (including software) or services included on or otherwise made available to you through this site; their servers; or electronic communications sent from locally are free of viruses or other harmful components. Locally will not be liable for any damages of any kind arising from the use of this site or from any information, content, materials, products (including software) or services included on or otherwise made available to you through this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing. You and your Users release and waive all claims against Service Provider, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users' use of the Products and the SAAS Services.
This site and all information, content, materials, products (including software) and services included on or otherwise made available to you through this site are provided by Locally on an "as is" and "as available" basis, unless otherwise specified in writing. Locally makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, products (including software) or services included on or otherwise made available to you through this site, unless otherwise specified in writing. You expressly agree that your use of this site is at your sole risk.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
CLAIMS AGAINST LOCALLY
If you have a claim against Locally, you agree that it will be resolved by binding arbitration. This means that you give up your right to sue us in a court of law, except that you may bring a claim in small claims court if your claim qualifies to be heard there. You also agree not to bring a class action suit against Locally, and we each waive any right to a jury trial in any dispute. The above does not preclude any party from bringing an action to such equitable relief if that is the only available appropriate relief under the circumstances.
The law of the State of Louisiana and federal law to the extent applicable governs the use of Locally's sites. Any claim which qualifies to be filed in a court of law will be heard exclusively in the appropriate jurisdiction of the Louisiana court system.
LOCALLY'S RIGHT TO AMEND AND REMOVE POLICIES
Locally has the right to modify, amend or delete any policy posted on its sites at any time or for any reason. If a court deems any policy or provision void or unenforceable, the remaining provisions and policies shall remain valid and enforceable.
Locally.com Inc. Attn: Legal Department 509 N. Carrollton, New Orleans, LA 70199 Email: Legal@Locally.com