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Localvore.co Merchant Subscription Terms
Last Updated September 11, 2017
Terms of Service
IMPORTANT – READ CAREFULLY: Please read these Merchant Terms (as defined below) carefully before using the websites, mobile applications, and other products and services owned and operated by Localvore Inc. (“Localvore,” “we,” “us,” or “our”) (together, or individually, the "Service"). "You" and "your" refer to you, as a user of the Service.
Localvore Grant of License
Subject to these Merchant Terms, Localvore grants to you for the Term a nonexclusive, nontransferable, revocable, limited right and license to use the Services. All rights not expressly granted to you are reserved by Localvore.
Billing Cycles and Payment of Fees
For new customers, Localvore will notify you in writing (which may be by email) when your profile page and the Service is activated. Billing for the Service will commence at this time (“Billing Start Date”). You will be invoiced, and fees shall be due, in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are either on a monthly or annual basis, depending on the type of subscription plan you select when choosing your subscription to the Service. All payments are due thirty (30) days from date of invoice. Billing Cycles shall automatically renew, and you will be invoiced for the ongoing Service, unless terminated by either party as provided for in these Merchant Terms. Localvore may charge interest equal to the lesser of (i) 1.5% per month (18% per year) or (ii) the maximum allowed by law, to any amount remaining unpaid after the payment due date. In certain jurisdictions, the Service is taxable, and you agree that you are solely responsible for the payment of all applicable taxes, including but not limited to sales or use taxes. If it is later determined that such taxes were due and should have been collected and paid by Localvore, Localvore will present you a bill for such taxes, you will pay such taxes to Localvore, and Localvore will remit them to the appropriate tax agency. Localvore may modify or substitute any Service from time to time in accordance with its standard practices upon thirty (30) days’ notice to you.
Localvore, in its sole discretion and at any time, may modify the fees for the Service. Any fee change will become effective at the end of the then-current Billing Cycle. Localvore will provide you with reasonable prior notice of any change in fees to give you an opportunity to terminate your subscription before such change becomes effective. However, your continued use of the Service after the subscription fee change constitutes your agreement to pay the modified subscription fee amount.
Localvore Inc may, at its sole discretion, offer an upgraded subscription as a free trial for a limited period of time ("Free Trial"). You may opt out and cancel Service under the Free Trial at any time during the Free Trial period. However, if you have not opted out of the Service prior to the expiration of the Free Trial period, the Service will revert to, and you will be billed for, the fees related to such Service for the remainder of the Billing Cycle, and you may terminate the Service only as outlined in these Merchant Terms. Localvore may (i) modify the terms and conditions of the Free Trial, or (ii) cancel such Free Trial, without notice at any time during the Free Trial period.
Vermont Fresh Network Partnership & Enhanced Subscriptions
Under Localvore Inc's agreement with the Vermont Fresh Network (VFN), beginning in 2018, eligible businesses who sign up for Localvore's Enhanced Plan will have their Vermont Fresh Network annual membership fee paid in full by Localvore Inc in the amount of up to $240. Restaurants participating in this program still need to be approved by VFN. “Localvore” is listed as a payment option on VFN member application forms.
Changes in Subscription Plan
You may upgrade or downgrade your subscription plan. If you upgrade your subscription plan, the fees will be immediately increased to reflect the upgrade, pro-rated for the remaining duration of the Billing Cycle. If you downgrade your subscription plan, such downgrade will take effect on your next Billing Cycle. A downgrade of your subscription plan may cause the loss of account content, features, or capacity. Localvore disclaims liability for any such loss. If you desire to downgrade your plan level prior to your next Billing Cycle renewal date, please provide written notice to help@Localvore.co. Discounts provided by Localvore, if any, applied to a previous subscription may not apply to a modified subscription or any automatically renewed Billing Cycle. Any questions involving upgrades or downgrades to your Plan can be directed to help@Localvore.co.
Termination and Effect of Termination
Either party may terminate cancel your subscription at the end of any Billing Cycle without cause upon ten (10) days written notice to the other prior to the end of the Billing Cycle. You may cancel your Subscription renewal either through your online account management page or by contacting the Localvore (email@example.com) customer support team. Notwithstanding the foregoing, Localvore may close your account, suspend your ability to use certain portions of the Service, or ban you altogether from the Service without notice or liability of any kind if Localvore believes that you may be in breach of these Merchant Terms or law or are misusing the Service. You acknowledge and agree that Localvore will not be liable in any way for any inconvenience, delay, damages, losses or other claims related to disabling your access to your account or the Services. There shall be no refund of fees or taxes paid to Localvore through the end of the applicable Billing Cycle. Upon expiration or termination of your subscription and these Merchant Terms for any reason, all provisions of these Merchant Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Use of the Service by You
The license granted by Localvore to you herein expressly prohibits you from disassembling, decompiling or reverse engineering any part of the Service. In addition, you shall: (i) use the Service only for purposes that are permitted by these Merchant Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; (ii) not access (or attempt to access) any of the Service by any means other than through the interface that is provided by us; (iii) not access (or attempt to access) any portion of the Service or the content included therein through any automated means (including use of scripts or web crawlers); (iv) not engage in any activity that interferes with or disrupts the Service; (v) not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose; and (vi) not allow any third parties to view or copy our software, including source code, object code or any other portion of our software, without our prior written consent. In addition, you are solely responsible for (and Localvore has no responsibility to you or to any third party for): (x) any breach by you of your obligations under these Merchant Terms and for the consequences of any such breach; (y) maintaining the confidentiality of passwords associated with any account you use to access the Service; (z) compliance with any law, rule or regulation. You shall regularly review your profile page and the Service provided hereunder to ensure it meets any legal standards. Localvore does not give legal advice, and no part of the Service provided by Localvore should be construed as legal advice.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. Your account is non-transferrable. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
The Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness. By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Merchant Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright. You retain any and all rights you already hold in any Content you submit, post or display on or through the Service, and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Merchant Terms. Localvore has the right, but not the obligation, to monitor and edit all Content provided by users. We have no obligation to retain or provide you with copies of your Content, nor do we guarantee any confidentiality with respect to your Content. In addition, Content found on or through this Service is the property of Localvore or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us. In addition, you grant to us the right to use your brand names, any applicable product names, trademarks, and service marks, as well as the right to use, display, transmit and broadcast your name or mark in our advertising and marketing materials distributed to our customers and potential customers. You represent, warrant and covenant that you have all the rights, power and authority necessary to provide all of the grants, rights and licenses provided to Localvore in these Merchant Terms.
Third Party Websites
Our Service may contain links to third party web sites or services that are not owned or controlled by Localvore. Localvore has no control over (and assumes no responsibility for) the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Localvore shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Terms of Sale
By publishing vouchers through the Service, you agree to these Merchant Terms, including, without limitation, the Voucher Terms.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Localvore and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Localvore.
Disclaimers and Limitation of Liability
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, LOCALVORE, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. IN NO EVENT SHALL LOCALVORE INC, OR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LOCALVORE BE LIABLE TO YOU IN THE AGGREGATE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY YOU TO US FOR AFFECTED SERVICES PROVIDED DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. LOCALVORE WILL NOT BE LIABLE TO YOU FOR INTERRUPTIONS OR DEGRADATIONS OF SERVICES DUE TO LACK OF INTERNET CAPACITY OR EQUIPMENT LIMITATIONS, MODIFICATIONS, REPAIRS, UPGRADES OR RELOCATIONS, OR FOR INTERCEPTION OF DATA THROUGH THE INTERNET BY THIRD PARTIES. LOCALVORE HAS NO CONTROL OVER, AND WILL NOT BE LIABLE TO YOU FOR, THE ACTIONS OF INTERNET SYSTEMS, SERVICE PROVIDERS OR ACTS OF GOD THAT CREATE DELAYS OR INTERRUPTIONS OF SERVICES. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH THE PARTIES' OBLIGATION UNDER THIS AGREEMENT AND THAT LOCALVORE WOULD NOT BE ABLE TO PROVIDE THE SERVICES, ON AN ECONOMIC BASIS, WITHOUT THE BENEFIT OF THE FOREGOING LIMITATION OF LIABILITY AND HAS SET ITS FEES AND OTHER PRICES ACCORDINGLY. THE APPLICATION OF ANY OF THESE PROVISIONS MAY BE CONTRARY TO THE LAWS OF YOUR STATE OF RESIDENCE; IN SUCH CASE, ONLY THOSE PROVISIONS LAWFUL IN YOUR STATE SHALL APPLY TO YOU.
You agree to indemnify, defend and hold harmless Localvore and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), arising out of or relating to (a) your use and access of the Service by you or any person using your account; (b) any breach of these Merchant Terms, or (c) any Content posted on the Service.
Localvore reserves the right, at its sole discretion, to modify or replace these Merchant Terms at any time. If a revision is material we will provide at least fifteen (15) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service. You agree that posting notice of any changes on the Merchant Terms page is adequate notice to advise you of these changes, and that your continued use of the Service will constitute acceptance of these changes and the Merchant Terms as modified.
Localvore shall be excused from performance under these Merchant Terms to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of nature (b) acts of war, acts of terrorism, libertarian revolt, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Localvore.
You represent and warrant that you have the requisite authority and power to enter into and enforce these Merchant Terms and that no consent of any other person or entity is required by it to grant any rights granted hereunder other than consents that have been obtained and are in effect. These Merchant Terms shall be binding upon the parties' respective successors and permitted assigns. You may not assign these Merchant Terms or any of your rights or obligations hereunder without the prior written consent of Localvore. Any attempted assignment that does not comply with these Merchant Terms shall be null and void. Localvore may assign these Merchant Terms, in whole or in part, to any third party, in its sole discretion. Our failure to enforce any right or provision of these Merchant Terms will not be considered a waiver of those rights. If any provision of these Merchant Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Merchant Terms will remain in effect. These Merchant Terms constitute the entire agreement between you and us relating to the Service. These Merchant Terms supersede all prior or contemporaneous agreements between the parties concerning the subject matter of these Merchant Terms. This Agreement is governed by and shall be construed and governed according to the laws of the State of Vermont without regard to conflicts of laws, provisions or principles.