Terms and Conditions
Terms and Conditions
Terms and Conditions “You” means the individual or business entity listed above. “”We,” “us” and “our” means Local Media Solutions LLC. “Electronic Ads” means advertising on various electronic media and platforms, including Google, BING and Yahoo. You agree that this Advertising Agreement and any additional terms and conditions (“Additional Terms”) are in effect on the Agreement Date or that are included in any pre-printed addenda we provide (together, the “Agreement”) apply to the Electronic Ads and services (“Services”) listed in the order section above. You are responsible for reviewing these terms and conditions and the Additional Terms.
1. Order: By signing below, you authorize us to publish the Electronic Ads listed in this Agreement in the applicable electronic media and platform, and to provide the Services listed in this Agreement. The “Agreement Date “is the date you sign this Agreement.
2. Notices/How to Contact Us: All notices to us must be in writing and mailed to Local Media Solutions LLC, 175 Broadhollow Road, Suite #168, Melville, NY 11747 or sent by email to firstname.lastname@example.org. Cancellation notices must include your business name, telephone number, and address. Cancellations must be sent 30 days in advance of your billing date to email@example.com.
3. Revision/Cancellation: You may revise or cancel your request for Electronic Ads and Services only by written notice that is received by us for Electronic Ads and Electronic Services no later than 7 business days after the Agreement Date. We may cancel your Electronic Ads and electronic Services without notice at any time for any reason.
4. Charges/Billing: You agree to pay the monthly rates listed on this Agreement for the period we provide the Electronic Ads and Services. After the initial period on the agreement, you will automatically be switched to month to month billing. Cancellation notices must include your business name, telephone number, and address. Cancellations must be sent 30 days in advance of your billing date to firstname.lastname@example.org
5. Payment Terms: You agree to pay all charges in full by the due date (1st or 15th of the month). You agree that you may not withhold any payment for any reason, including any dispute between you and us. We may require full or partial advance payment prior to providing any Ads or Services. You authorize us to review your credit history and to obtain your credit report, and you agree that we may report to credit reporting agencies your failure to make payments as required by this Agreement. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement or any other amounts you owe us. If you pay by credit card, we will bill the card automatically at the start of each billing period.
6. Late Charges: We will assess, and you agree to pay, late charges on account balances not paid by the due date (including balances accelerated under Section 8). Late charges will begin to accrue after the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate. In addition, if you submit a check or draft that is dishonored for any reason, you agree to pay, in addition to the face amount of the check or draft, a service fee in an amount equal to the highest lawful amount.
7. Our Remedies: If you do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between us, or make any representation or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for all Electronic Ads and Services for the entire term of this Agreement; (ii) remove your Electronic Ads from any media or platform that has not published; (iii) remove, suspend, or modify your Electronic Ads; (iv) suspend or terminate any Services; (v) recover all collection costs and attorneys’ fees; and (vi) pursue any other available legal or equitable remedies.
8. Limitation of Liability/Disclaimers: You agree to review the Electronic Ads and Services immediately after their publication or provision and to notify us in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Electronic Ad or Service omitted. You agree that we may provide free advertising pursuant to our then-current policies instead of a refund or credit to your account, and that we will have no liability with respect to any listings, Electronic Ads or Services provided to you at no cost. The total aggregate liability for us and our affiliates for errors in or omission of the Electronic Ads or Services, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to, and shall in no event exceed, the lesser of (a) the amount by which the value of the Electronic Ad or Service was diminished or (b) the amount you have paid for the Electronic Ad or Service giving rise to the liability (the “Liability Cap”). We are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, we do not warrant the number of responses to your Electronic Ads, the number of persons who will view your Electronic Ads, or any other business benefit. The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement. We are not liable to you for any deviation from or change in our policies, practices, and procedures, including without limitation those regarding the placement, position, or location of Electronic Ads.
9. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration: In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts you owe us or claims by you alleging breach of this Agreement to recover amounts you have paid us ), including any dispute regarding any listing, Electronic Ad or Service, any omissions, incorrect phone numbers or other errors, and any Electronic Ad placement concerns, shall be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association.
10. Products/Publication/Distribution: We reserve the sole right to determine (and may change at any time without notice to you) our Electronic Platform, and Services and how, where, how many, when, and whether they are published, distributed, reissued, or displayed. We may reject all or any portion of Electronic Ads or Services at any time and for any reason (even if previously approved). If rejected, we will, as our sole obligation, refund any advance payments for that Electronic Ad or Service. If we receive allegations of copyright or trademark infringement, we may remove the disputed content immediately. We may change each name, street address, Internet address, and telephone number or any other content to conform to our standards, practices and policies or the policies of any third party on whose site, platform or network any Ad is published.
11. Ad Placement: We do not guarantee the placement or position of any Electronic Ad including SEO Services on any sites including Google, BING, Yahoo or any Social Media Website and will not provide any adjustments on claims relating to placement for any such Electronic Ads.
12. Client Content: “Client Content” means content you, or any person(s) using your password, supplies to us, posts, or asks us to use in your Electronic Ads. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Client Content in, and for the marketing and sale of, our products and services. You are solely responsible for the Client Content and will produce and deliver all Client Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your Electronic Ads or Services. You have requested us to duplicate certain photos or other images, video footage, logos, text and/or artwork in your Electronic Ad or Ads and/or you have provided material to us to be used in connection with the delivery of a product or service we provide to you (the “Content). You represent and warrant that: 1. The Content was created by you or your employee and you have the unrestricted right and authority to use the Content in any media, medium and in any Electronic Ad in the way it is used in such media, medium or Ad and to give us the rights granted in the Agreement, or the Content was created by a third party who has given you written permission to use the Content in your Ad, the media or medium and to give us the rights granted in the Agreement; and; 2. If the Content includes the name or a photo or other image or likeness of a person or persons, you have obtained from each such person (or from the parent or lawful guardian of any person who is under eighteen (18) years of age) the unrestricted and perpetual right to use the name, photo, or other image or likeness in the manner contemplated by, and to grant us the rights granted in, the Agreement. You acknowledge that each submission of Content that you make to us, be it offline or online, is made subject to these representations.
13. Our Rights in Advertising Content/Reporting/Tracking/Copyright/Trademarks: If we create or supply any content for your Electronic Ads or design your Electronic Ads, the Content, the Reporting and Tracking and the Electronic Ads we create are our sole and exclusive property, except for Client Content and content we license from a third party. We may supply such content to other Clients. You agree that you have no right to use that content or the advertising developed with that content in other advertising or materials or in any other way, or to permit others to use the advertising or content. You agree that we own the copyright in, and all copyrighted portions of the Electronic Platform. You agree not to use or alter any trademark, trade name, trade dress or any name, picture or logo that is commonly identified with us or our affiliates, including, without limitation unless permission is granted by us in writing.
14. Client’s Representations. You represent and warrant that: (i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Client Content and that your licensing of Client Content to us will not infringe any third party copyright or trademark rights; (ii) your Electronic Ads comply with all applicable laws, orders, codes, regulations and requirements, and you and any individuals listed in your Electronic Ads have all required licenses to provide the goods and services advertised in all jurisdictions where the Electronic Ads appear; (iii) you have not made any false or misleading claims in any electronic Ad; (iv) you have not requested, and will not use, the Electronic Ads or Services, or our Electronic Platform for any unlawful purpose or business; (v) you have not violated any contractual or legal obligation by signing this Agreement and requesting us to publish any Electronic Ad; and (vi) you are or represent the business related to the Electronic Ads and Services listed above. You will notify us immediately if any of the above becomes inaccurate.
15. Governing Law: You agree that this Agreement will be governed by and construed in accordance with, and all matters relating to or arising under this Agreement will be governed by, New York law without reference to the laws relating to conflicts of laws.
16. Indemnification: You agree to defend, indemnify and hold us and our affiliates harmless from any liability or costs, including attorneys’ fees and expenses, resulting from: (a) any breach of your representations, warranties or covenants; (b) any act, omission or fault of you or your employees, agents or contractors in connection with the Electronic Ads or Services; (c) any claim that the Client Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (d) any communication through your Electronic Ads or your collection or use of any information obtained through your Electronic Ads, the Services or our Electronic Platform; (e) any breach of any applicable export control laws; and (f) any transactions initiated through your Electronic Ads and any payment processing services. You will continue to be obligated by this Section even after the termination of this Agreement.
17. Entire Agreement: This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to the Ads and Services. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting your obligations or our rights. Neither you nor any Local Media Solutions employee or agent is authorized to change or add to this Agreement or any other documents that are part of this Agreement in any way, and any purported change or addition, whether oral or written, is void.
18. Miscellaneous: This Agreement is binding on and for the benefit of you and your successors. We may assign this Agreement, but you may not assign any of your rights or delegate any of your duties under this Agreement without our prior written consent. Except as otherwise set forth in this Agreement, neither you nor we will lose any of our rights under this Agreement, even if you or we do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that party’s reasonable control. If any provision of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.
19. Contact by Us: You agree that we may contact you regarding your Electronic Ads or Services, or offers to provide Electronic Ads or Services, whether by live telephone, recorded message, U.S. mail or other mail, facsimile or e-mail. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded.
20. Voice Recording Release (If you choose to opt in): You have authorized an Advertising Agreement for Local Media Search LLC’s services, including a call tracking feature with voice recording service (the “Voice Recording Service”). You agree to the following additional terms and conditions relating to this call tracking feature. Capitalized terms used but not defined in this Voice Recording Release Form will have the same meaning given in the Advertising Agreement. 1. You understand and acknowledge that (a) the Voice Recording Service is intended to make an electronic recording of all telephone calls made to the call tracking numbers for purposes of "quality assurance" and "customer service,” (b) when a person (the “Caller”) makes a call to you through any call tracker number, the Caller will be automatically advised using a recorded message that each call is subject to recording and monitoring (“Call Prompt Message”) prior to the connection of the telephone call to your assigned call tracker number(s), and (c) you will be able to access the recordings for thirty (30) days after the call is received.2. As a condition of usage, you expressly agree and acknowledge that federal, state, and local laws may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and /or other persons who are on the receiving end of the recorded telephone calls (the "Call Receivers"). You agree and warrant you are solely responsible for providing and/or obtaining all notices, consents and permission relating to Call Receivers, as required by applicable law. You may be required from time to time to certify in writing to us, and update this certification on a monthly basis, that all Call Receivers have been notified, have consented and have given permission to have their voice, identity, and call content recorded, monitored, stored, and divulged. 3. You agree that we have no responsibility for (a) the legality of recording, monitoring, storing, and/or divulging telephone calls and (b) the legality of the language used in the Recorded Call Prompt Message as these services and content pertain to federal, state, and local laws. 4. You grant us specific permission to administer, monitor, and access your recorded calls to provide reports to you, verify the call recording service, and for other administrative purposes. 5. You shall defend, indemnify, and hold harmless Local Media Solutions, its affiliates, and its agents (including employees) from any and all claims, liabilities, and/or damages (including, but not limited to reasonable attorneys’ fees and costs) that arise from or relate to your use or misuse of the Voice Recording Service. 6. We shall not be liable or responsible for any failure, outage, or other circumstances that may cause any or all of the telephone calls to the call tracker number(s) not to be received, recorded, monitored, divulged, and/or saved at all and/or as planned, including but not limited to privacy-rights liability, consequential damages, lost profits, or loss of any other interest that may occur, directly or indirectly. 7. You shall not use the Voice Recording System to intimidate, harass, or otherwise violate the privacy or other rights of a Caller and a Call Receiver. If we learn about any alleged misuse of the Voice Recording System, we reserve the right to terminate the totality of your use of the Voice Recording System without prior written notice and without liability.
Local Media Solutions LLC – 175 Broadhollow Road, Suite #168, Melville, NY 11747 – www.localmediasolutions.net
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