Subscriber Agreement

These Subscriber Agreement Terms and Conditions ("Agreement" “Terms” “General Terms”) cover your use of and access to our digital products and services offered, the sites, products, applications, tools, and features (collectively, the "Services") provided by EZlocal.com, Inc. ("EZlocal" “we/our/us”), including without limitation during free trials, on the sites and associated domains of https://ezlocal.com, https://dash.ezlocal.com , and other third-party applications ("Sites"). You may access portions of Sites or Services with a free account as a user ("User"). While access to certain other portions of the Sites and selected features of the Services is free, EZlocal may charge fees for features and benefits associated with any Sites or Services at any time. Any User who pays to access or use parts of the Sites or Services is a "Subscriber" in this Agreement. In this Agreement, “you” “your” and “customer” refer to you, the “Subscriber.”

By accepting this Agreement, or by signing up for a Subscription, or placing an order using a form that references this Agreement, you agree to these Terms. If you are entering into this Agreement on behalf of any other person(s) or a company or other legal entity, then you represent to EZlocal that you are legally authorized to do so. If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services. The Agreement will begin on the date that your order is confirmed by us. EZlocal and Subscriber are each referred to herein as a “Party,” and collectively as the “Parties.” The most current versions of the EZlocal Privacy Policy  and Site Terms  are incorporated into this Agreement by this reference.

The terms and conditions on which we sell the Services are made up of: 1) these General Terms and conditions applicable to all Services, 2) the terms and conditions specific to each individual Service (“Service Terms”), available by scrolling down to the end of these General Terms; and 3) any other policies or terms that are referred to in either the General Terms or the Service Terms. Our Services and the Terms may change over time. You will need to accept the Terms before you order our Services. If you do not accept these Terms, you will not be able to order any Services from us.

1. Registration and Eligibility

By using the Services, you represent and warrant that you are 18 or older and that Services are to be used solely for commercial purposes. The Services are available only to Users and Subscribers who:

1. submit and then maintain truthful and accurate account and business information;
2. do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites;
3. have a valid email address.

You shall not:

1. create any account for anyone other than yourself without such person's permission;
2. use a User Name that is the name of another person with the intent to impersonate that person; or
3. use a User Name or EZlocal account that is subject to any rights of a person other than you without appropriate authorization.

2. Rules and Conduct

As a condition of use, you agree not to use the Sites and Services for any purpose that is prohibited by these Terms and Conditions. You are responsible for all of your activity in connection with the Services. Additionally, you shall abide by all applicable local, state, and national laws and regulations and any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) submit or otherwise distribute or facilitate distribution of any content on or through the Sites, including without limitation any User Submission, that:

1. you know is false, misleading, untruthful or inaccurate;
2. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by EZlocal in its sole discretion;
3. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
5. other than appropriate use of a hyperlink, involves commercial activities (whether or not for profit) and/or sales without EZlocal's prior written consent such as contests, sweepstakes, barter, or pyramid schemes;
6. contains software viruses or any other codes, files, or programs that are intended to disrupt, damage, or interfere with the function of any software or hardware, or to damage or obtain unauthorized access to any system or other information of EZlocal or any third party;
7. includes anyone's identification documents or sensitive financial information; or
8. breaches the Privacy Policy and/or any of the other policies and rules incorporated herein.

You shall not (directly or indirectly):

1. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Sites;
2. bypass any measures EZlocal may use to prevent or restrict access to the Sites (or other accounts, computer systems or networks connected to the Sites);
3. run any form of auto-responder or "spam" on the Sites;
4. use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Sites;
5. harvest or scrape any content from the Sites;
6. modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Sites (other than your User Submissions), except as expressly authorized by EZlocal;
7. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Sites (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;
8. otherwise take any action in violation of EZlocal's guidelines and policies.

EZlocal does not guarantee that any content or User Submissions will be made available on the Sites or through the Services. EZlocal has no obligation to monitor the Sites, use of Services, content, or User Submissions. However, EZlocal reserves the right to (i) remove, suspend, edit or modify any content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if EZlocal is concerned that you may have violated these Terms and Conditions), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Sites. EZlocal also reserves the right to access, read, preserve, and disclose any information as EZlocal reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of EZlocal, its users and the public.

3. Our Services

EZlocal offers businesses and individuals access to services (each, a "Service") that may be purchased as subscriptions provided on an "as is" and "as available" basis, including, without limitation, software as a service (e.g., Listing Distribution, Listing Sync, Reputation, Social, Website Services, etc.). These Services are described in greater detail on the Sites. EZlocal reserves the right to make any changes to the Services that it deems necessary or useful to maintain or enhance the quality or delivery of Services, cost or performance; or to comply with applicable law. The specific Services purchased by Subscriber and made available by EZlocal will be identified in one or more separate subscriptions or order forms that reference this Agreement (each, a “Subscription”). Each Subscription will set forth: a) the Services for which EZlocal is providing; b) the fees and the payment terms; and c) other terms applicable to such subscriptions. EZlocal Services are available from EZlocal web domains, including, without limitation, ezlocal.com and ezlocalpro.com.

4. Acceptance and Agreement; Users and Subscribers

By accessing or using any Sites or Services, or by clicking or checking a box indicating “I agree,” “I accept,” or any similar expression of agreement while purchasing, processing your order, or obtaining access to any portion of any Sites or Services, you agree to be legally bound by this Agreement. If you do not agree to the Agreement, you are not authorized to use and you must cease using any Sites or Services. All terms and conditions proposed by Subscriber which are different from or in addition to this Agreement are unacceptable to EZlocal, are expressly rejected by EZlocal and waived by Subscriber, shall be of no force or effect, and shall not become a part of this Agreement absent an express written statement by EZlocal to the contrary. In the event of any conflict between these Terms and Conditions and the face of this form, the terms set forth on the Agreement shall govern. EZlocal reserves the right to update and change these Terms from time to time upon written notice to Subscriber, including, without limitation, the ability to raise monthly fees and renewal rates.

5. Representations and Warranties

You represent, warrant and covenant that at all times:

1. the individual accepting this Agreement is authorized to act on behalf of you and to bind you to this Agreement;
2. you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
3. you have obtained, and grant to EZlocal and its affiliates, sufficient rights to access and use the Subscriber content to deliver the Services in accordance with this Agreement;
4. your execution, delivery and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule, regulation, industry guidelines or codes of conduct to which you or
5. your activities are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents; or (iv) any agreement or other instrument applicable to you;
6. you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees; and
7. you have not previously had access to Sites, or Services, which have been terminated by EZlocal.

6. Fees

EZlocal  will bill you monthly in advance for your Services Subscriptions for each business location. When you submit your Order, you must provide us with the payment information that we request, which may include: (i) details for a valid credit card from a card issuer acceptable to us; or (ii) details for a valid bank account. Charges are billed to the payment method you registered with your Subscription. You agree to pay all amounts billed for our Services, as well as all taxes, fees, and other charges, if any, that are now or may in the future be assessed in connection with any of our Services you access or use, and any other charges due and owing to us. We may terminate or suspend your account for any failure to timely pay any amounts or maintain up-to-date payment method information within your account. You must agree to the payment terms presented at the time you sign up for any Services. You must ensure that the payment information used for your account or subscription is current and accurate, and that you are authorized to use that payment method. EZlocal may implement fraud-protection measures at any time including, without limitation, temporarily charging small amounts to validate your credit or debit card and authorization. Any dispute in billing must be sent in writing within ten (10) days of the disputed payment. EZlocal may change its Fees from time to time; with respect to new pricing for renewals, EZlocal will provide at least thirty (30) days' notice by email or by posting any new fee schedule on the Sites.

7. Billing Cycle

The fees for all Services will be billed in advance. We automatically bill you each month on the calendar day corresponding to the date on which you first commenced payment for Services. If your paid subscription to any Services began on a day not contained in a given month, then we may bill you on a day in the applicable month or such other day as we deem appropriate (e.g., if you are regularly billed on the 31st, then we may bill you on the 28th or 30th of the calendar months that do not have 31 days). Although we endeavor to bill you as described in this paragraph, we reserve the right to change the timing of our billing as necessary, from time to time, and at any time. We may authorize your payment method in anticipation of membership or service-related charges. As used in these Terms, “billing” shall indicate a charge, debit, or other payment clearance, as applicable, against your registered credit or debit card information. For the purposes of this paragraph, “month” or “monthly” refers to your billing cycle.

8. Free Trial Offer.

If you subscribe to a free trial for any of the Services, we will make such Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Services; (b) the start date of any subscription to such Services purchased by you; or (c) termination of the trial by us in our sole discretion. By submitting your payment details, you agree that we may automatically begin charging you for the Services on the first day following the end of the Trial on a recurring monthly basis or another interval that we disclose to you in advance. If you decide that you do not want to become a paying Subscriber of the Services upon the lapse of the free trial period, you must cancel your subscription by the end of the free trial period. Your subscription will automatically renew on a monthly basis unless you cancel (see "Cancellation Policies" below). You may only use this Free Trial Offer once. If you upgrade or purchase an add-on Service during your free trial subscription period, you agree to be billed the cost of the upgrade upon the date of activation. You agree that your use of Free Trial Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Services.

9. Cancellation Policies.

You can cancel your Subscription at any time, and you will continue to have access to the Services through the end of your billing period. To cancel, go to the "My Account" page of the dashboard site (dash.ezlocal.com) and follow the instructions for cancellation (https://dash.ezlocal.com/help/faq/how-to-cancel). You may also submit a cancellation request by emailing cs@ezlocal.com  or by telephoning us at (877) 416-2378 at any time during normal business hours . Your cancellation of any Services will not entitle you to any refunds whatsoever after the first thirty (30) days of subscription for such canceled Services.

10. Cancellation or Suspension by Us

EZlocal may, at our option, terminate all or any part of this Agreement, at any time and for any reason or for no reason at all. We may cancel or suspend any or all of the Services at any time if you (i) use the Services in any way that breaks or may break any applicable Law, (ii) is fraudulent or that may adversely impact the Services, Us or Our Representatives, or (iii) you do not comply with Rules and Conduct commitments set forth above.

To maintain a high quality business business profile on EZlocal, please refer to our Data Quality Guidelines for EZlocal Business Profiles to help you avoid common issues, including changes to your information or, in some cases, temporary suspension or removal of your business information on EZlocal.

11. Dashboard

Subscribers will be granted access to the EZlocal Dashboard. The “Dashboard” includes (a) the Site at https://dash.ezlocal.com, (b) the EZlocal Business App Software, and (c) the other Services provided through the Sites based on the Services plan(s) purchased, including all software, data, text, images, sounds, videos, and other content made available through the Sites (collectively, “Content”). EZlocal does its very best to make the Services available as detailed in the applicable Services plan, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, cyberattacks, or technical failures beyond Our control. The Services may contain links to, or otherwise may allow Subscriber to connect to and use certain third party Services, or software under separate terms and conditions (collectively, “Third-party Services”) in conjunction with Our Services. If Subscriber decides to access and use such Third-party Services, be advised that Subscriber’s use is governed solely by the terms and conditions of such Third-party Services, and we do not endorse, are not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle Subscriber data. EZlocal is not liable for any damage or loss caused or alleged to be caused by or in connection with Subscriber access or use of any such Third-party Services, or Subscriber’s reliance on the privacy practices or other policies of such Third-party Services.

12. Network Membership

By agreeing to this Agreement, Subscriber becomes part of EZlocal’s network (“Network”). Membership in the Network includes placement in EZlocal’s online directory. EZlocal and its affiliates, successors and assigns may use Subscriber contact information including, but not limited to, email and mailing address to send important news, information about Services, discount offers, announcements and changes to our Sites or to our policies. You may unsubscribe to marketing emails at any time.

13. Reports

Based on Services selected, EZlocal shall make available to Subscriber regular updates and reports.

14. Creative License

Subscriber hereby grants to EZlocal a world-wide non-exclusive, royalty-free license to use, reproduce, copy, display, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing content, and all materials Subscriber provides to EZlocal for disseminating the advertisement and delivering the Services including, but not limited to, all content in the Agreement, special offer content, website content, logos, videos, including those created by third party vendors, trademarks and brand features contained therein ("Creative"). EZlocal shall position the Creative within the Network at EZlocal’s sole discretion within the Services and Campaign parameters specified. EZlocal may reject any information submitted by Subscriber if, in EZlocal’s reasonable belief, such information is inappropriate or misleading. EZlocal shall not be liable for any delays resulting from Subscriber’s failure to provide conforming Creative. EZlocal may sublicense this right to any Directory Listings and other online partners. This license will survive any termination or expiration of this Agreement.

15. Subscriber Information

Subscriber grants permission to EZlocal to use, post, display and transform for marketing purposes during the term of this Agreement all trademark, copyrights and other intellectual property rights owned by Subscriber. As part of the registration process, you will be required to provide certain information, including without limitation contact information, such as your full name, postal address, email address, and telephone number, if available ("Personal Information"). You agree to update your Personal Information promptly as needed to keep it current, complete and accurate, and to add such additional information as EZlocal may reasonably require from time to time. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your EZlocal password. You will immediately notify EZlocal in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

16. Indemnification

Subscriber agrees to indemnify and hold harmless EZlocal and EZlocal’s directors, officers, employees, agents, managers, members, representatives, affiliates, successors and assigns (collectively, the “EZlocal Indemnified Parties”) from and against any and all actions claims, demands, suits, liabilities, losses, damages, obligations, judgments, settlements, costs, and other expenses (including attorneys’ fees, paralegals’ fees and court costs) incurred or suffered by any of the EZlocal Indemnified Parties which relate to or arise out of any actual or alleged: (a) breach by Subscriber of any of the representations, warranties or covenants of Subscriber set forth herein; (b) violation by Subscriber of any applicable law, ordinance, rule or regulation; (c) direct or contributory infringements of, or inducement to infringe, any state, federal or foreign patent, trademark, copyright or other proprietary right by reason of the manufacture, use or sale of the Subscriber, goods or services provided hereunder (other than infringement of proprietary marks arising from intellectual property supplied by EZlocal or a third party at EZlocal’s direction), or for actual or alleged misuse or misappropriation of a trade secret resulting from Subscriber’s actions; (d) the failure of Subscriber to comply with and observe any federal, state or local laws, agreements, codes, regulations and ordinances which may be applicable to Subscriber, Subscriber’s business; or (e) any Services liability or tort claims relating to the Materials or services provided hereunder to the extent caused by Subscriber. EZlocal agrees to indemnify and hold harmless Subscriber and Subscriber’s directors, officers, employees, agents, managers, members, representatives, affiliates, successors and assigns (collectively, the “Subscriber Indemnified Parties”) from and against any and all actions, claims, demands, suits, liabilities, losses, damages, obligations, judgments, settlements, costs, and other expenses (including attorneys’ fees, paralegals’ fees and court costs) incurred or suffered by any of the Subscriber Indemnified Parties which relate to or arise out of any: (a) breach by EZlocal of any of the representations, warranties or covenants of EZlocal set forth herein; or (b) direct or contributory infringement of, or inducement to infringe, any state, federal or foreign patent, trademark, copyright or other proprietary right by reason of membership in the Network hereunder to the extent that such infringement of proprietary marks arises from intellectual property supplied by EZlocal to Subscriber or a third party to Subscriber at EZlocal’s direction or for actual or alleged misuse or misappropriation of a trade secret resulting from EZlocal’s actions.

17. Limitation of Liability

A. EZlocal shall not be liable to Subscriber or any Subscriber Indemnified Party for (i) any incidental or consequential damages of any kind (including, without limitation, lost profits); (ii) any punitive damages arising by virtue of any dealing between the parties; or (iii) any claims or demands against EZlocal by a third party arising out of, or connected with the Materials, goods or services provided hereunder. EZlocal’s entire liability to Subscriber for damages in connection with this Agreement shall not exceed in the aggregate the total contract price paid to EZlocal under this Agreement. EZlocal shall not be liable for messages posted on the EZlocal website by any third party. B. Force Majeure: Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, pandemic, insurrection, earthquake, power failure, riot, explosion, cyberattack, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

18. No Implied Waiver

The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right of that party to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision. Any waiver of the terms or conditions of this Agreement must be in writing.

19. Non-Assignment

Subscriber may not assign or delegate its obligations under this Agreement without EZlocal’s prior written consent. EZlocal may assign this Agreement to any party.

20. Relationship of Parties

Subscriber and EZlocal are independent contracting parties and nothing in this Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

21. Governing Law and Dispute Resolution

This Agreement shall be governed, construed and interpreted under the laws of the State of Illinois, without giving effect to its conflict of law rules. EZlocal and Subscriber irrevocably agree that all actions or proceedings in any way, manner or respect arising out of or from or related to this Agreement shall be resolved by final and binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator, with such arbitration being conducted in Cook County, Illinois. Notwithstanding the foregoing, EZlocal reserves the right to seek temporary or permanent injunctive or other relief to protect its intellectual property in any court of competent jurisdiction. Each party hereby consents and submits to the jurisdiction of any local, state or federal court located within Cook County, Illinois for the sole purpose of executing any final determination of such arbitration and waives any right it may have to transfer the venue of any such execution action. The prevailing party in any dispute concerning this Agreement shall be entitled to recover from the non-prevailing party all costs and expenses, including without limitation, attorneys’ and paralegals’ fees and costs incurred by such party in connection with any such dispute resolution.

22. Severability

If any term or condition of this Agreement is held invalid or unenforceable to any extent or in any application, then such term or condition shall automatically, and without any further action, be reformed so as to retain the fullest extent of any restriction therein permitted by law and the remainder of the Agreement, except to such extent or in such application, shall not be affected thereby, and each and every remaining term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted by law.

23. Entire Agreement/Amendment

This Agreement (including these Terms and Conditions), together with any specifications, instructions, order forms, drawings, samples, descriptions, and designs delivered to Subscriber by EZlocal, constitute the entire agreement between Subscriber and EZlocal with respect to the subject matter contained herein and supersede all prior oral or written representations and agreements. Except as otherwise expressly set forth herein, this Agreement may only be amended or modified by a writing signed by both parties. This Agreement may not be amended by custom, usage of trade, or course of performance or dealing. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns.

24. Notices

EZlocal may provide required information to you by email at any address you registered with the Sites or Services. Notices provided to you via email are effective on the transmission date. You may contact EZlocal.com, Inc at the following address: 1001 Warrenville Rd, Ste 100, Lisle, IL 60532, or by email to cs@ezlocal.com .