Thank you for using LocalShopz!
These Terms of Service (“Terms”) govern your use of the LocalShopz services,
including LocalShopz’s website, LocalShopz’s mobile applications, and any
websites (or portions thereof) or mobile applications that are operated by LocalShopz
(collectively, the “Services”), and are entered into by you and ARM Local Store
LLC. (d/b/a LocalShopz), a Colorado LLC (“LocalShopz”). This Agreement applies
to all visitors, users, and others who access the Service (each, hereafter, a
“user”).
By using the Services,
you agree to be bound by these Terms and acknowledge and agree to the
collection, use and disclosure of your personal information in accordance with LocalShopz’s
Privacy Policy.
SECTION 13 (“DISPUTES
& ARBITRATION”) OF THESE TERMS (THE “ARBITRATION AGREEMENT”) PROVIDES THAT
ANY CLAIMS THAT YOU AND LOCALSHOPZ HAVE AGAINST EACH OTHER, INCLUDING, WITHOUT
LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF
THESE TERMS, WILL, WITH LIMITED EXCEPTIONS, BE SUBMITTED TO BINDING AND FINAL
ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT YOU WILL ONLY BE
PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST LOCALSHOPZ ON AN INDIVIDUAL
BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION
OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO WAIVE YOUR
RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
PLEASE SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION
AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT
OUT OF THE ARBITRATION AGREEMENT.
The Services comprise
a technology platform that presents you with a set of one or more retailer
(each a “Retailer”) virtual storefronts from which you can select goods for
picking and packing by one or more personal shoppers and delivery to your
location or, if available, for you to pick up in-store. Depending on the Retailer
from whom you purchase goods through the Services, picking and packing, and
delivery services may be performed by third parties, which may include Retailer
personnel, independent contractors, and third party logistics providers
(collectively, “Third Party Providers”).
You acknowledge that
services provided by Third Party Providers are provided by third-party
independent contractors who are not employed by LocalShopz. You acknowledge
that LocalShopz does not supervise, direct, or control the performance of
services provided by Third Party Providers to you or for your benefit.
When you use the
Services to place an order for goods, you authorize the purchase of those goods
from the Retailers you select and, if you have selected delivery services, the
delivery of those goods by Third Party Providers. Unless otherwise specified,
you acknowledge and agree that LocalShopz and the Third Party Provider are
collectively acting as your agents in the ordering, picking, packing, and/or
delivery of goods purchased by you and the Retailer—not the Third Party
Provider and not LocalShopz—is the seller of the goods to you. You agree that
your purchase is being made from the Retailer you have selected, that Retailer
is the merchant of record, and that title to any goods passes to you when they
are purchased at the applicable Retailer’s store. You agree that LocalShopz or
the applicable retailer will obtain a credit card authorization for your credit
card on file with LocalShopz to cover the cost of the goods you have purchased
from the retailer and any separate LocalShopz fees, and your card will be
charged for the goods purchased by you and any applicable fees, taxes and/or
tips.
LocalShopz may change
the fees it charges for the Services, including but not limited to Delivery
Fees, Service Fees, and Heavy Order Fees. Your card will be temporarily
authorized for an amount greater than the total amount of the purchase
appearing in the original check out. This higher authorized amount will be
disclosed during the purchase process and is a temporary authorization charge
on your order, to deal with situations where your total purchase amount turns
out to be higher than the original amount due to special requests, added items,
replacement items or weight adjustments. Retailers set the prices of the goods
on the Services, and some Retailers may set prices for goods on the Services
that are different than in-store prices. You can view each Retailer’s pricing
policies on their storefront on both the website and in the LocalShopz app.
You also acknowledge
and agree that, except as expressly provided for otherwise in these Terms or a
separate agreement between you and LocalShopz, LocalShopz does not form any
employment or agency relationship with you and does not hold title to any goods
that you order through the Services.
Unless otherwise
indicated, all prices and other amounts are in the currency of the jurisdiction
where the delivery takes place.
Occasionally there may
be information on the Services that contains typographical errors,
inaccuracies, or omissions that may relate to pricing, product descriptions,
promotional offers, and product availability. LocalShopz reserves the right to
correct any errors, inaccuracies or omissions and to change or update
information or refuse or cancel orders if any information on the Services is
inaccurate at any time without prior notice (including after you have submitted
your order and/or your credit card has been charged).
1. Your Use of the Services
LocalShopz grants you
a limited, non-exclusive, non-transferable, and revocable license to use the
Services for their intended purposes subject to your compliance with these
Terms and LocalShopz’s policies. You may not copy, modify, distribute, sell, or
lease any part of the Services. Unless such restriction is prohibited by law or
you have LocalShopz’s written permission, you may not reverse engineer or
attempt to extract the source code of the Services. You may only access the
Services through the interfaces that LocalShopz provides for that purpose (for
example, you may not “scrape” the Services through automated means or “frame”
any part of the Services), and you may not interfere or attempt to disrupt the
Services.
Some parts of the
Services may allow you to upload or submit content (such as text, images,
video, recipes, lists, links, and other materials). You retain all rights in
any content that you upload or submit, and are solely responsible for that
content. You grant LocalShopz a non-exclusive, royalty-free, worldwide,
transferable, sub-licenseable license to use, store, publicly display, publicly
perform, reproduce, modify, create derivative works from, and distribute any
such content for the purposes of operating, providing, and improving the
Services. LocalShopz may, in its sole discretion, remove or take down any
content that you upload or submit to the Services for any reason, including
violation of these Terms or any other policies.
You may have the
option of accessing the Services through downloadable software and this
software may update itself automatically on your device. Some software, or
portions of software, in the Services may be governed by open source licenses.
In that case, LocalShopz will make such licenses available to you and, in the
case of conflict between such a license and these Terms, the open source
license will control but only with respect to the software, or portion of the
software, to which it applies.
If you are using LocalShopz
on behalf of a business or other entity, you represent and warrant that you
have the necessary authority to bind that business or entity to these Terms and
that you are agreeing to these Terms on behalf of that business or entity.
In order to use the
Services, you may need to create a user account. You agree that you are
responsible for all conduct and transactions that take place on or using your
account and that you will take precautions to keep your password and other
account information secure. You also agree that you will comply with all
applicable laws when accessing or using the Services and you will respect those
who you encounter in your use of the Services, including Third Party Providers
and LocalShopz personnel, including individuals who support LocalShopz’s Help
Center. LocalShopz reserves the right to decline orders, refuse partial or full
delivery, terminate accounts, and/or cancel orders at any time in its sole
discretion.
We’re constantly
modifying and improving the Services. LocalShopz may introduce new features,
change existing features, or remove features from the Services at any time and
without notice. If you provide LocalShopz with any feedback on or comments
regarding the Services, you grant LocalShopz the right to use such feedback or
comments for any purpose without restriction or payment to you.
If you have any
requests for order cancellations, refunds, or returns, please visit your
account to initiate such requests or review our Help Center articles for our
policies regarding the same.
2. LocalShopz Communications
By creating an LocalShopz
user account, you agree to accept and receive communications from LocalShopz or
Third Party Providers, including via email, text message, calls, and push
notifications to the cellular telephone number you provided to LocalShopz. You
understand and agree that you may receive communications generated by automatic
telephone dialing systems and/or which will deliver prerecorded messages sent
by or on behalf of LocalShopz, its affiliated companies and/or Third Party
Providers, including but not limited to communications concerning orders placed
through your account on the Services. Message and data rates may apply. If you
do not wish to receive promotional emails, text messages, or other
communications, you may opt out of such communications at any time in Your
Account Settings. You may also opt-out of receiving text messages from LocalShopz
by replying “STOP” from the mobile device receiving the messages.
If you use the
Services to order a prescription drug product (where available), you understand
and agree that user inquiries must be conducted via telephone. You also
understand and agree that a third party pharmacy and/or LocalShopz may send you
unencrypted SMS messages, push notifications or other electronic notifications
relating to prescription drug products that you order through the Services.
There is some level of risk that information in such communications could be
read by an unintended third party. By using the Services to order a
prescription drug product, you explicitly disclaim any liability against LocalShopz
for any harm or damage arising out of or in connection with any SMS messages,
push notifications and/or other electronic notifications.
LocalShopz Coupons are
manufacturer’s coupons that are automatically applied to qualifying products
upon purchase to help users save money on the products they love. Coupons are
available for a limited time only and may be subject to certain restrictions
and subject to related manufacturers’ terms. Coupons are subject to change,
cancellation, or expiration at any time. If you do not purchase the qualifying
items added to your cart while the coupon is still in effect, the coupon’s
offer will not apply. Coupons apply only to qualifying items displaying the
offer and may not be combined with other promotional offers or mail-in rebates.
LocalShopz is not a retailer or seller. Coupons are issued and paid by the
manufacturer of the advertised product and are valid only when applied to the
qualifying product. You are responsible for, and you are required to pay any
applicable tax or levy of any kind related to your use of the coupon and you
acknowledge that LocalShopz has no obligation for payment of any such tax or
levy of any kind in conjunction with the distribution or use of such coupons.
When coupons are redeemed, sales tax may be charged on the undiscounted
original price of the product(s). If you return any of the products purchased
with a coupon, the coupon discount or value will be subtracted from the return
credit. Coupons may not be sold, copied, modified, or transferred. Coupons have
no cash value and may be limited to one per user unless otherwise disclosed.
Coupons may not be combinable with mail-in rebates. Coupons are only good while
supplies last and are void where restricted or prohibited by law.
You can find more
information about LocalShopz Coupons and other promos and credits here.
5. Retailer Memberships
Certain Retailers may
allow you to purchase memberships through the Services. If you purchase a
Retailer membership through the Services, you understand that you will be
charged separately by the Retailer and that you are purchasing the membership
directly from the Retailer and not LocalShopz and separate terms and conditions
provided by the Retailer apply. You also understand that you will need to
contact the Retailer if you have any questions regarding your membership or the
management of your account.
6. Transactions involving Alcohol
You may have the
option to order alcohol products in some locations and from certain Retailers.
You agree that you will comply with all applicable laws and not cause LocalShopz
or any Third Party Provider (including any Retailer) to contravene any
applicable laws. If you order alcohol products from a Retailer through the
Services, you agree that you are of legal drinking age for purchasing,
possessing, and consuming alcohol (i.e., 21 years of age or older in the United
States, 18 years of age or older in Alberta, Manitoba, and Quebec, and 19 years
of age or older in all other Canadian provinces or agree that, upon delivery of
alcohol products by the Third Party Provider, the recipient will provide valid
government-issued identification which may be scanned by the Third Party
Provider proving their age to the Third Party Provider delivering the alcohol
products, that the recipient will not be intoxicated when receiving delivery of
such products, and that alcohol has not been purchased with the intent to
resell the alcohol or provide the alcohol to someone who is not of legal
drinking age. You agree that if any applicable legal requirements for the
delivery of alcohol are not met, LocalShopz reserves the right to cancel the
alcohol-related portion of your order. Special requests or substitutions for
the purchase of alcohol products will not be honored; all requests for the
purchase of alcohol products must be made through the catalog available through
the Services at the time of submitting the order.
Users who purchase
alcohol through the Services for delivery by Third Party Providers within the
State of Hawaii acknowledge that IT IS ILLEGAL: (1) FOR A PERSON UNDER 21 YEARS
OLD TO PURCHASE OR CONSUME LIQUOR, (2) TO USE FALSE IDENTIFICATION TO OBTAIN
LIQUOR, (3) TO USE ANOTHER PERSON’S IDENTIFICATION TO OBTAIN LIQUOR, OR (4) TO
PURCHASE LIQUOR FOR A PERSON UNDER 21 YEARS OLD. (Sections 281-78 & 101.5,
Hawaii Revised Statutes).
7. Delivery of Prescription Drug Products (LocalShopz
Rx)
In certain geographic
areas, you may order prescription drug products through LocalShopz Rx. You
agree that LocalShopz is not a pharmacy and that we make no referrals or
recommendations as to which pharmacies you should use for prescription processing.
You also agree that you are solely responsible for the selection of the
pharmacy dispensing the prescription. LocalShopz makes no warranties regarding
the quality of the prescription drug products or the services provided by the
pharmacy. If you have any issues with the processing of your prescription, you
should contact the pharmacy directly.
You agree that, upon
delivery of prescription drug products by a Third Party Provider, the recipient
will provide valid government-issued identification which may be scanned by the
Third Party Provider proving their age to the Third Party Provider delivering
the prescription drug products, that the recipient will indicate their
relationship to you (if the recipient is not you), and that any prescription drug
product ordered through the Services has not been purchased with the intent to
resell the prescription drug product or provide the prescription drug product
to someone other than to whom it is prescribed.
You also agree that LocalShopz
does not provide any medical advice, diagnosis or treatment, and that that no
pharmacy-patient relationship nor physician- patient relationship exists
between LocalShopz and you as a result of your use of the Services. We
encourage you to consult with your healthcare professional or pharmacist
regarding all health-related issues.
By using the Services
to order a prescription drug product for a child or other member of your
household, you represent and warrant that it is your intention not to consume
or use the medication but instead to transfer the medication to the ultimate
consumer or user for their consumption.
IF YOU ARE HAVING A
MEDICAL EMERGENCY, CALL 911 OR CONTACT YOUR LOCAL EMERGENCY ASSISTANCE SERVICE
IMMEDIATELY.
9. Third-party Products and Content
You agree that LocalShopz
does not assume responsibility for any products, content, services, websites,
advertisements, offers, or information that is provided by third parties and
made available through the Services, nor does LocalShopz assume responsibility
for your interactions with any Third Party Provider (including a Retailer). If
you purchase, use, or access any such products, content, services,
advertisements, offers, or information through the Services or you engage with
any Third Party Provider, you agree that you do so at your own risk and that LocalShopz
will have no liability based on such purchase, use access, or engagement.
10. SERVICE PROVIDED AS-IS AND RELEASE OF
CLAIMS
THE SERVICES ARE
PROVIDED “AS IS” AND “AS AVAILABLE.” LOCALSHOPZ DISCLAIMS
ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR
STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND
NON-INFRINGEMENT. IN ADDITION, LOCALSHOPZ MAKES NO REPRESENTATION, WARRANTY,
CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY,
SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD
PARTY PROVIDERS, OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM
RETAILERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. LOCALSHOPZ
DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY
PROVIDERS, OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE
OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY
PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU. THE
SERVICES, WEBSITE, AND SOFTWARE ARE SUBJECT TO PERIODIC CHANGES, WHICH MAY BE
MADE AT ANY TIME AND WITHOUT NOTICE TO YOU.
LOCALSHOPZ DOES NOT
GUARANTEE THAT THE SERVICES, WEBSITE, AND SOFTWARE WILL OPERATE WITHOUT ERRORS
OR THAT THE SERVICES, WEBSITE, AND SOFTWARE ARE FREE OF COMPUTER VIRUSES OR
OTHER MALWARE. YOU AGREE THAT LOCALSHOPZ WILL NOT BE RESPONSIBLE FOR ANY
ECONOMIC COSTS RELATING TO YOUR USE OF THE SERVICES, WEBSITE, OR SOFTWARE.
YOU AGREE THAT NEITHER
LOCALSHOPZ NOR ITS AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS IS
RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY THIRD PARTY PROVIDER OR FOR ANY
SERVICES PROVIDED BY ANY THIRD PARTY PROVIDER. NEITHER LOCALSHOPZ NOR ITS
AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM,
INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY THIRD
PARTY PROVIDER.
If you have a dispute
with one or more Third Party Providers, you agree to release LocalShopz
(including LocalShopz’s affiliates, and each of their respective officers,
directors, employees, agents, shareholders, retail partners, licensors, and
suppliers) from any claims, demands and damages of every kind and nature, known
and unknown, suspected and unsuspected, disclosed and undisclosed, arising out
of or in any way connected to such disputes.
Furthermore, you
expressly waive any rights you may have under California Civil Code Section
1542 (or analogous laws of other jurisdictions), which states: “A general
release does not extend to claims that the creditor or releasing party does not
know or suspect to exist in his or her favor at the time of executing the
release, and that, if known by him or her must, would have materially affected
his or her settlement with the debtor or released party.”
U.S. FEDERAL LAW, SOME
STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND
LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY
TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND
EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL LOCALSHOPZ
(INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE
LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT
DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS
OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT
MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE
COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION
WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN
IF LOCALSHOPZ OR LOCALSHOPZ’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LOCALSHOPZ
(INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE
LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY
INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE
OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY
PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF LOCALSHOPZ OR LOCALSHOPZ’S
AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
LOCALSHOPZ, ITS
AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE
LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, ANY
SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR
DELIVERED TO YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU
TO LOCALSHOPZ DURING THE PAST 12 MONTHS IN CONNECTION WITH THE SERVICES.
U.S. FEDERAL LAW, SOME
STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND
LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO
YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE EXCLUSIONS AND
LIMITATIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.
12. Indemnification
You agree to defend,
indemnify and hold harmless LocalShopz and its officers, directors, employees,
agents, shareholders, affiliates, and retail partners (each, an
“Indemnified Party”) from and against any losses, claims, actions,
costs, damages, penalties, fines and expenses, including without limitation
attorneys’ and experts’ fees and expenses, that may be incurred by an
Indemnified Party arising out of, relating to or resulting from: (i) your
unauthorized use of the Services or from any breach by you of these Terms,
including without limitation any actual or alleged violation of any law, rule
or regulation; (ii) any third party’s access or use of the Services using your LocalShopz
user account; or (iii) any dispute or issue between you and any third party,
including without limitation any Retailer or other Third Party Provider.
13. Disputes & Arbitration
This Section 13 (the
“Arbitration Agreement”) applies to and governs any dispute, controversy, or
claim between you and LocalShopz that arises out of or relates to: (a) these
Terms, including the formation, existence, breach, termination, enforcement,
interpretation, validity, or enforceability thereof; (b) access to or use of
the Services, including receipt of any advertising or marketing communications;
(c) any transactions through, by, or using the Services, including any goods or
services purchased or sold through, by, or using the Services; or (d) any other
aspect of your relationship or transactions with LocalShopz as a consumer.
Before initiating
proceedings against LocalShopz, you agree to contact LocalShopz first and
attempt to work out any such dispute amicably.
For
residents of the United States, you agree to the following mandatory
arbitration provisions:
Mandatory Arbitration:
If we’re unable to work out a solution amicably, both you and LocalShopz agree
to resolve through binding arbitration, rather than in court, any dispute,
controversy, or claim arising at any time out of or relating to: (i) these Terms,
including the formation, existence, breach, termination, enforcement,
interpretation, validity, or enforceability thereof; (ii) access to or use of
the Services, including receipt of any advertising or marketing communications;
(iii) any transactions through, by, or using the Services, including any goods
or services purchased or sold through, by, or using the Services; or (iv) any
other aspect of your relationship or transactions with LocalShopz as a
consumer.
Notwithstanding this
mandatory arbitration provision, (a) you may assert claims in small claims
court, if your claims qualify and so long as the matter remains in such court
and advances only on an individual (non-class, non-representative) basis, and
(b) you and LocalShopz each retain the right to seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent the actual or
threatened infringement of a party’s intellectual property rights.
This Arbitration
Agreement shall apply, without limitation, to all claims that arose or were
asserted before the Effective Date of these Terms.
The Federal
Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), governs the interpretation
and enforcement of this Arbitration Agreement and preempts all state laws to
the fullest extent permitted by law. If the FAA is found to not apply to any
issue that arises from or relates to this Arbitration Agreement, then that
issue shall be resolved under and governed by the law of the claimant’s state
of residence.
TRIAL
BY JURY WAIVER: BY
ENTERING INTO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY
CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND LOCALSHOPZ ARE
EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
CLASS,
COLLECTIVE, REPRESENTATIVE ACTION WAIVER: BY ENTERING INTO THESE TERMS, YOU
ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM(S) WITHIN THE SCOPE OF
THIS ARBITRATION AGREEMENT, YOU AND LOCALSHOPZ ARE EACH WAIVING THE RIGHT TO
BRING, JOIN, OR PARTICIPATE IN, EITHER AS A PLAINTIFF OR CLASS MEMBER, IN ANY
PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU ALSO
ACKNOWLEDGE AND AGREE THAT, UNLESS YOU AND LOCALSHOPZ OTHERWISE AGREE IN
WRITING, ANY ARBITRATION OF ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION
AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS,
COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU FURTHER ACKNOWLEDGE
THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN YOUR FAVOR AND ONLY TO THE EXTENT
NECESSARY TO PROVIDE RELIEF NECESSITATED BY YOUR INDIVIDUAL CLAIM(S), AND ANY
RELIEF AWARDED CANNOT AFFECT OTHER LOCALSHOPZ USERS. THE ARBITRATOR MAY NOT
CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS, COLLECTIVE,
OR REPRESENTATIVE ARBITRATION.
Opt-out of Mandatory
Arbitration: You can reject and opt-out of this Arbitration Agreement within 30
days of first accepting these Terms by emailing LocalShopz at info@LocalShopz.app
with your first and last name and the email address associated with your
account and stating your intent to opt-out of the Arbitration Agreement. Note
that opting out of this Arbitration Agreement does not affect any other part of
these Terms, including the provisions regarding controlling law or in which
courts any disputes must be brought.
Except
as described below for California residents, the arbitration shall be administered by
the American Arbitration Association (“AAA”) under its Consumer Arbitration
Rules (the “Rules”) in effect at the time the arbitration demand is made. The
Rules are available at www.adr.org. In the event of any conflict between the
Rules and this Arbitration Agreement, this Arbitration Agreement shall apply.
The Parties agree to
submit to the jurisdiction of a single neutral arbitrator (the “Arbitrator”)
selected in accordance with the Rules. The Arbitrator will decide the rights
and liabilities, if any, of you and LocalShopz. The Arbitrator will have the
authority to award the same damages and relief on an individual basis that a
judge in a court of law can award to an individual. The Arbitrator shall follow
the applicable law. The Arbitrator’s decision is final and binding on you and LocalShopz.
You and LocalShopz
agree that the Arbitrator, and not any federal, state, or local court or
agency, shall have exclusive authority to resolve any disputes relating to the
interpretation, applicability, enforceability or formation of this Arbitration
Agreement, including any claim that all or any part of this Arbitration
Agreement is void or voidable. The Arbitrator shall also be responsible for
determining all threshold arbitrability issues, including issues relating to
whether the Terms are unconscionable or illusory and any defense to
arbitration, including waiver, delay, laches, unconscionability, or estoppel.
The arbitration will
be held in the United States county where you live or use the Services, or a
location you and LocalShopz mutually agree upon in writing. If your claim does
not exceed $10,000, then the arbitration will be conducted solely on the basis
of documents you and LocalShopz submit to the arbitrator, unless the arbitrator
determines that a hearing is necessary. If your claim exceeds $10,000, your
right to a hearing will be determined by the Rules.
The Rules will govern
the payment of all filing, administrative or arbitrator fees (“Arbitration Fees”)
and each party will be responsible for their own Arbitration Fees under those
Rules or to the maximum extent permitted by law.
For
California residents, the arbitration shall be administered by ADR Services,
Inc. (“ADR Services”) under its Arbitration Rules (the “ADR Services Rules”) in
effect at the time the arbitration demand is made. The ADR Services Rules are
available at: https://www.adrservices.com/services/arbitration-rules/. In the
event of any conflict between the ADR Services Rules and this Arbitration
Agreement, this Arbitration Agreement shall apply.
For California
residents, the Parties agree to submit to the jurisdiction of a single neutral
arbitrator selected in accordance with the ADR Services Rules (the “ADR
Arbitrator”). The ADR Arbitrator will decide the rights and liabilities, if
any, of you and LocalShopz. The ADR Arbitrator will have the authority to award
the same damages and relief on an individual basis that a judge in a court of
law can award to an individual. The ADR Arbitrator shall follow the applicable
law. The ADR Arbitrator’s decision is final and binding on you and LocalShopz.
For California
residents, you and LocalShopz agree that the ADR Arbitrator, and not any
federal, state, or local court or agency, shall have exclusive authority to
resolve any disputes relating to the interpretation, applicability,
enforceability or formation of this Arbitration Agreement, including any claim
that all or any part of this Arbitration Agreement is void or voidable. The ADR
Arbitrator shall also be responsible for determining all threshold
arbitrability issues, including issues relating to whether the Terms are
unconscionable or illusory and any defense to arbitration, including waiver,
delay, laches, unconscionability, or estoppel.
For California
residents, the arbitration will be held in the California county where you live
or use the Services, San Francisco, California, or any other location you and LocalShopz
mutually agree upon in writing.
For California
residents, the ADR Services Rules will govern the payment of all filing,
administrative or arbitrator fees (“ADR Services Arbitration Fees”), but in no
event will you be responsible for any portion of those fees in excess of the
initial filing fee. After you pay your portion of any initial filing fee, LocalShopz
shall pay any remaining costs and expenses unique to arbitration, including,
without limitation, the arbitrator’s fees and any ADR Services administrative
or case management expenses.
If this Arbitration
Agreement is found to be void, unenforceable, or unlawful, in whole or in part,
the void, unenforceable, or unlawful provision, in whole or in part, shall be
severed. Severance of the void, unenforceable, or unlawful provision, in whole
or in part, shall have no impact on the remaining provisions of the Arbitration
Agreement, which shall remain in force, or the parties’ ability to compel
arbitration of any remaining claims on an individual basis pursuant to the
Arbitration Agreement. Notwithstanding the foregoing, if the Class, Collective,
Representative Action Waiver above is found to be void, unenforceable, or
unlawful, in whole or in part, because it would prevent you from seeking public
injunctive relief, then any dispute regarding the entitlement to such relief
(and only that relief) must be severed from arbitration and may be litigated in
a civil court of competent jurisdiction. All other claims for relief subject to
arbitration under this Arbitration Agreement shall be arbitrated under its
terms, and the parties agree that litigation of any dispute regarding the
entitlement to public injunctive relief shall be stayed pending the outcome of
any individual claims in arbitration.
14. Termination
You can stop using the
Services at any time and without notice to us. Similarly, LocalShopz may
terminate access to the Services to you or any other users or stop offering the
all or part of the Services at any time without notice. In the event of
Termination, Section 1 and Sections 4-17 survive and continue to apply to you.
15. Controlling Law
To the extent
permitted by applicable law, these Terms will be governed by the laws of the
State of Delaware for residents of the United States and by the laws of the
Province of Ontario for residents of Canada (except Quebec), without respect to
its conflicts of laws principles, except the Arbitration Agreement, which is
governed by the laws outlined in Section 13 of these Terms. To the extent
permitted by applicable law, any claims arising out of or relating to these
Terms or use of the Services that are not subject to Section 13 (Disputes &
Arbitration) of these Terms shall be brought exclusively in the federal or
state courts of New Castle County, Delaware, USA, for the residents of the
United States, and the courts of competent jurisdiction in the City of Toronto
for residents of Canada (except Quebec), and you and LocalShopz consent to the
personal jurisdiction of those courts.
For Quebec residents
only, to the extent permitted by law, these Terms will be governed by the laws
of the Province of Quebec without respect to its conflicts of laws principles.
To the extent permitted by applicable law, any claims arising out of or
relating to these Terms or use of the Services that are not subject to Section
13 (Disputes & Arbitration) of these Terms shall be brought exclusively in
the courts of competent jurisdiction in the City of Montreal, and you and LocalShopz
consent to the personal jurisdiction of those courts.
16. Entire Agreement & Severability
These Terms, subject
to any amendments, modifications, or additional agreements you enter into with LocalShopz,
shall constitute the entire agreement between you and LocalShopz with respect
to the Services and any use of the Services. If any provision of these Terms is
found to be invalid by a court competent jurisdiction, that provision only will
be limited to the minimum extent necessary and the remaining provisions will
remain in full force and effect.
17. No Waiver
LocalShopz’s failure
to monitor or enforce a provision of these Terms does not constitute a waiver
of its right to do so in the future with respect to that provision, any other
provision, or these Terms as a whole.
18. Assignment
You may not assign any
of your rights, licenses, or obligations under these Terms. Any such attempt at
assignment by you shall be void. LocalShopz may assign its rights, licenses,
and obligations under these Terms without limitation.
19. Changes to the Terms
We may make changes to
these Terms from time to time. When LocalShopz does so, LocalShopz will post
the most current version of the Terms on LocalShopz’s website and, if a
revision to the Terms is material, LocalShopz will notify you of the new Terms
(for example, by email or a notification on the Services). Changes to these
terms will not apply retroactively. If you do not agree to the modified terms,
you should discontinue your use of the Services.
20. Copyright and Trademark Policy
LocalShopz respects
the intellectual property rights of others and has implemented a copyright and
trademark policy in accordance with the Digital Millennium Copyright Act and
other relevant laws. LocalShopz will respond to valid notices of copyright or
trademark infringement and reserves the right to terminate any users, at LocalShopz’s
sole discretion and without notice, who repeatedly infringe copyrights or other
intellectual property rights.
If you believe any
content posted or made available on the Services constitutes infringement of
your copyright rights, you may send a written notice of infringement to LocalShopz’s
designated Copyright Agent using the contact information listed below. In your
notice, please specify the nature of the copyright infringement and include the
following information: (a) an electronic or physical signature of the owner of
the copyright in question or a person authorized to act on behalf of the owner
of the copyright; (b) a description of the claimed infringing material as well
as identification of the claimed infringing material, including the location of
such material on the Services (e.g., the URL of the claimed infringing material
if applicable or other means by which LocalShopz may locate the material); (c)
complete contact information, including the name of the owner of the copyright
and your name, title, address, telephone number, and email address; (d) a
statement that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law; and (e) a statement,
made under penalty of perjury, that the information provided in your notice is
accurate and that you are the copyright owner or authorized to act on behalf of
the owner.
LocalShopz
info@localshopz.app
If you believe any
content posted or made available on the Services constitutes infringement of
your trademark rights, you may also send your notice to LocalShopz’s designated
Copyright Agent using the contact information listed above. Please include as
much detail as possible so that we may respond to your notice in a timely
manner, including but not limited to description(s) of your trademark(s), your
trademark registration number(s), description(s) of the products allegedly
using your trademark(s) without authorization, and the location of such
allegedly infringing product(s).
21. Contact Information
If you have any
questions, or comments about these Terms please contact LocalShopz at:
LocalShopz
info@localshopz.app
For customer service
inquiries, please review Your Account Settings, visit LocalShopz’s website.