SHARE LOCAL MEDIA INC. TERMS OF USE
Last Modified November 21, 2024. The prior version is available here.
1. INTRODUCTION
Share Local Media Inc. (“We,” “Our,” “Us,” “Share Local Media”) provides an online direct marketing service platform that allows Advertiser (also referred to as “You” or “Yours”) to manage direct mailing and marketing campaigns (each, a “Campaign”) to Your consumers, through various tools and services, including an application programming interface (an “API”) (collectively, the “Service”). The terms and conditions on this page (collectively, these “Terms”) govern Your access to and use of the Service, including Our Poplar platform, our websites https://sharelocalmedia.com/, https://heypoplar.com, and any other website that references these Terms (the “Sites” ). These Terms apply to all visitors, users, and others who access the Service (collectively, “Users”), including the person agreeing to these Terms, whether or not You are a registered User of the Service. These Terms constitute a binding legal agreement between You and Share Local Media. These Terms may be modified or supplemented by one or more separate agreements entered into between Share Local Media and You regarding Your purchase of the Service (each a “Supplemental Agreement”). To the extent there is any inconsistency between these Terms and the Supplemental Agreement, the Supplemental Agreement will govern.
Please read the Terms carefully. You acknowledge and agree that by clicking a button or checking a box marked “I Agree,” “Sign Up” (or something similar), by entering into a Supplemental Agreement with Share Local Media or by otherwise accessing or using the Service (each, an “Acceptance”), You signify that You have read, understand, and agree to be bound by these Terms and to the collection and use of Your information as set forth in Our Privacy Policy, which can be found at https://heypoplar.com/legal/privacy-policy and is incorporated by reference into these Terms. If You do not agree to these Terms, then You have no right to access or use the Service. The date on which you first signify Acceptance is the “Acceptance Date” of these Terms.
2. ACCOUNT CREATION; AUTHORITY TO BIND YOUR ORGANIZATION
2.1 Account Creation.
In order to access the Service, You must register to create an account (“Account”). Users who register for an Account are also referred to in these Terms as “Registered Users”. During the registration process, You will be required to provide certain information and You will establish a password. Please create a unique and complex password for Your Account, and keep this password secure. You may never use another User’s Account. Share Local Media reserves the right to suspend or terminate Your Account at any time, if We believe You have violated any part of these Terms or Your Supplemental Agreement. You agree to take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will immediately notify Share Local Media of any unauthorized use of Your Account at contact@sharelocalmedia.com.
2.2 Authority to Bind.
If You open an Account on behalf of a company, organization, or other legal entity (“Organization”), then (i) “You” and “Your” includes You, that Organization and those of its employees, contractors, clients, agents and any other User authorized to use the Service in connection with such Account (each, an “Authorized User”); and (ii) You represent and warrant that You are an authorized representative of the Organization with the authority to bind the Organization to these Terms, and that You agree to these Terms on the Organization’s behalf.
3. TERM AND TERMINATION
3.1 Non-Registered Users. If You are a User who has not registered for an Account, these Terms become effective as of the Acceptance Date and continue for so long as you are a User or until terminated upon written notice by either party. Upon termination, You shall immediately cease all use of and access to the Service.
3.2 Registered Users Who Registered Prior to September 1, 2023.
(a) Initial Term and Renewal Term. If You are a Registered User whose Acceptance Date has occurred before September 1, 2023, the initial term of these Terms shall commence on the Acceptance Date and will continue until February 29, 2024 (“Initial Term”). Thereafter, these Terms shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term” and collectively with the Initial Term, the “Term“), unless one party notifies of its intent not to renew by providing written notice thereof to the other party at least thirty (30) days prior to the expiry of the Initial Term or Renewal Term, as the case may be.
(b) Selection of Service Tier. You must select a service tier (“Service Tier”), which may include a specific maximum monthly Mailpiece order quantity as set forth in Your Account Dashboard. “Mailpiece” means a single item to be mailed as part of a Mailing (e.g. a postcard, letter, bifold, etc.), and “Mailing” means the mailing You order via the Service. Monthly subscription fees will apply for the Service Tier You have selected, in addition to applicable per-piece pricing for your orders, with respect to use of the Service for digital production printing (i.e. the process of printing digital-based images directly onto a variety of media substrates without use of a printing plate) (“Digital Production”). Such fees shall be as further set forth on the Pricing Page or in an applicable order form. Your Service Tier selection must be made prior to the beginning of the first Renewal Term; otherwise You will be placed in the free Service Tier automatically and You agree and acknowledge that such free Service Tier has a higher per-piece price, as set forth on the Pricing Page. A Service Tier can be selected prior to the beginning of each Renewal Term by Your provision of written notice to Share Local Media at hello@heypoplar.com, via a written order form signed by both parties, or via Your Account settings when such functionality becomes available. You may upgrade from one Service Tier to another at any time as described below.
3.3 Registered Users Who Registered On or After September 1, 2023.
(a) Initial Term and Renewal Term. If You are a Registered User whose Acceptance Date has occurred on or after September 1, 2023, the initial term of these Terms shall commence on the Acceptance Date (or such other date mutually agreed by the parties in an order form) and will continue for an initial term of one (1) year (“Initial Term”). Thereafter, these Terms shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term” and collectively with the Initial Term, the “Term“), unless one party notifies of its intent not to renew by providing written notice thereof to the other party at least thirty (30) days prior to the expiry of the Initial Term or Renewal Term, as the case may be.
(b) Selection of Service Tier. You will be placed in the Service Tier You have selected. You must make such selection based on Your expected monthly Mailpiece order quantity. Monthly subscription fees will apply for the Service Tier You have selected, in addition to applicable per-Mailpiece pricing for your orders, with respect to use of the Service for Digital Production. Such fees shall be as further set forth on the Pricing Page or in an applicable order form. A Service Tier can be selected prior to the beginning of each Renewal Term: (i) by means of a written order form signed by both parties; (ii) by Your provision of written notice to Share Local Media at hello@heypoplar.com; or (iii) via your Account settings, when such functionality is made available. You may upgrade from one Service Tier to another at any time as described below.
3.4 Upgrade to Higher Service Tier. If a Registered User requests to be upgraded to a higher Service Tier, the Registered User will be charged the difference between the current Service Tier and the requested higher Service Tier for the remainder of the then-current Initial Term or Renewal Term (as the case may be), and will be charged for the higher Service Tier moving forward with respect to the next Renewal Term and thereafter until upgraded, downgraded or terminated as permitted in these Terms. You may upgrade: (i) by means of a written order form signed by both parties; (ii) by Your provision of written notice to Share Local Media at hello@heypoplar.com; or (iii) via your Account settings, when such functionality is made available.
3.5 Downgrade to Lower Service Tier. Service Tiers cannot be downgraded during an Initial Term or any Renewal Term. If a Registered User requests to be downgraded to a lower Service Tier, the downgrade will take effect upon the start of the next Renewal Term. Registered User will remain on the lower Service Tier moving forward with respect to the following Renewal Term and thereafter until upgraded, downgraded or terminated as permitted in these Terms. You may downgrade: (i) by means of a written order form signed by both parties; (ii) by Your provision of written notice to Share Local Media at hello@heypoplar.com; or (iii) via your Account settings, when such functionality is made available. However, the downgrade will not take effect until the start of the next Renewal Term.
3.6 Service Tiers Not Applicable to Offset Printing. From time to time, the Service may make available functionality for ordering Mailpieces printed by means of offset printing (i.e. with use of a printing plate) (“Offset Printing”). Service Tiers do not apply to any Offset Printing, and no Offset Printing Order shall apply towards any minimum or maximum order quantity for which Service Tiers apply. Offset Printing is priced on a per-Mailpiece basis only, as shown in the Pricing Page or in an applicable order form. Offset Printing is available for only qualified one-time Mailings above certain circulations. Where available, pricing will be offered via the Account Dashboard based on format and circulation.
3.7 Termination. These Terms may be terminated by: (i) either party, immediately upon written notice, in the event that the other party materially breaches these Terms, and such breach is not cured within thirty (30) days of written notice thereof; or (ii) Share Local Media, immediately upon written notice, if You become bankrupt, insolvent, fail to pay Your debts as they become due, or otherwise cease to conduct business in the ordinary course.
3.8 Downgrade of Service Tier for Non-Payment. If You are paying for Your Service Tier via credit card, debit card or similar automated method and Your payment method has been declined or has expired, or payment otherwise has failed to be timely obtained from Your payment method through no fault of Share Local Media, then, subject to a thirty (30) day written notice and cure period, You will be downgraded to the free Service Tier and You agree and acknowledge that such free Service Tier has a higher per-Mailpiece price, as described on the Pricing Page. Any request by You to upgrade Service Tiers may be approved or denied at Share Local Media’ sole discretion.
4. LICENSE; RESTRICTIONS
4.1 Limited License.
Subject to the terms and conditions of these Terms, Registered User is hereby granted a nonexclusive, limited, nontransferable license to use the Service only as permitted by the features of the Service. Share Local Media reserves all rights not expressly granted herein in the Service and the Share Local Media Content (as defined below).
4.2 Restrictions.
Except as otherwise expressly permitted in these Terms, You will not: (i) reproduce, modify, adapt or create derivative works of the Service; (ii) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (iii) use the Service for the benefit of any third party; (iv) incorporate the Service into a product or service You provide to a third party; (v) interfere with or otherwise circumvent mechanisms in the Service intended to limit your use; (vi) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us); (vii) remove or obscure any proprietary or other notices contained in the Service; (viii) use the Service for competitive analysis or to build competitive products; (ix) publicly disseminate information regarding the performance of the Service; or (x) encourage or assist any third party to do any of the foregoing.
5. FEES AND PAYMENT
5.1 Service Tiers for Registered Users.
(a) Service Tier Selection. You agree to the pricing and payment terms included in the Pricing Page, or in an order form signed by both parties, as applicable to the specific Service Tier you have selected and as such tier is further described on the Pricing Page or applicable order form.
(b) Pricing Increases. In the event that USPS increases its pricing for postage, Share Local Media may increase its pricing by an amount substantially similar to the USPS increase, by providing You with 30 days prior written notice. Share Local Media may also increase its pricing for other reasons by providing You with 30 days prior written notice, provided that in the case of a pricing increase exceeding five percent (5%), You may terminate these Terms within such thirty (30) day notice period by providing Us with written notice of Your intent to terminate, and in such case You will only be charged for the fees and charges incurred prior to the effective date of the termination.
5.2 Payment and Billing; Taxes.
(a) Payment Method; Payment Providers. All information that You provide in connection with a purchase, transaction or any other aspect of Your interaction with the Service must be accurate, complete, and current. You represent and warrant that You are duly authorized to use the payment method You provide in connection with a purchase or transaction, or in connection with the funding or pre-funding of your Account. You agree to all charges incurred by users of Your credit card, debit card, or other payment method used in connection with a purchase or transaction or in connection with the funding or pre-funding of your Account, at the prices in effect when such charges are incurred. We will charge the payment method associated with Your Account in accordance with Your selections in Your Account Dashboard and any written order form signed by the parties, and You authorize Us to charge Your payment method for the corresponding amounts. We may also use third party payment providers to process payments in which case your use of the third party payment providers’ services may be subject to such provider’s additional terms.
(b) Pre-Funding Account. You agree to pre-fund your Account by: (i) pre-paying for the Service Tiers you have selected (on a monthly or yearly basis, in accordance with your selections), and (ii) by pre-paying for all Campaign(s) You wish to run, at least one (1) business day before the relevant Campaign is scheduled to commence. You may pre-pay by credit card or debit card. Alternatively, if amounts due for Your Campaign or Service Tier exceed $5,000, You may request to be invoiced, and if We agree (in our discretion) to invoice You, such invoice is due upon receipt and must be paid in full at least one (1) business day before the relevant Campaign is scheduled to commence.
(c) Taxes. You are solely responsible for paying any applicable taxes relating to any such purchases, transactions, or other monetary transaction interactions.
5.3 Cancellations and Refunds. You may terminate these Terms in accordance with Sections 3.6 or 5.1(b); however, there are no refunds other than as set forth in Section 5.1(b). In the event that Share Local Media suspends or terminates Your Account or these Terms, You understand and agree that You shall receive no refund or exchange for any Share Local Media property, any license fees for any portion of the Service, any content or data associated with Your Account, or for anything else.
5.4 California Residents. The provider of Service is Share Local Media Inc. If You are a California resident, in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5.5 Suspension. We may permanently or temporarily terminate or suspend Your access to the Service if in Our sole determination You violate any provision of these Terms. Upon termination, You will continue to be bound by those Sections of these Terms that by their nature should survive.
6. SERVICE LOCATION
The Service is controlled and operated from facilities in the United States. Unless otherwise agreed to in a Supplemental Agreement, Share Local Media makes no representations that the Service is appropriate or available for use in other locations and those who access or use the Service from other jurisdictions do so at their own volition. You are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if You are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated in the Service or agreed to in a Supplemental Agreement, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
7. CHANGES TO THESE TERMS
Share Local Media may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on Our Service, as determined by Share Local Media in Our sole discretion. Share Local Media reserves the right to determine the form and means of providing notifications to Our Users. If You do not want to receive email messages, You may opt out of or change your preferences in Your Account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Share Local Media is not responsible for any automatic filtering You or Your network provider may apply to email notifications We send to the email address You provide Us. These Terms of Use may not be modified other than by a written instrument duly executed by both parties.
8. USER CONTENT
Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content, data, and information such as creative content, including but not limited to artwork, text, logos, images, graphics, designs or other materials, including in connection with Your Campaign (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service are referred to as “User Content”).
We claim no ownership rights over User Content created by You. The User Content You create remains yours. Share Local Media has the right (but not the obligation) in its sole discretion to remove and/or reject any User Content that is shared via the Service.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, You hereby expressly grant, and You represent and warrant, that You have all rights necessary to grant, to Share Local Media a royalty-free, sublicensable, transferable, nonexclusive, worldwide license to use, copy, reproduce, modify, print, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, as necessary to provide You with the Service.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
In connection with Your User Content, You affirm, represent, and warrant the following:
You affirm, represent, and warrant that the User Content and each Campaign will be used and/or sent (i) in accordance with all applicable laws, rules, and regulations and (ii) in accordance with relevant self-regulatory guidelines and principles, including without limitation USPS’ mailing guidelines, if applicable.
In addition, in the event that Your User Content includes, promotes, advertises, markets or refers to, any CBD, Hemp or Hemp Oil products (as defined below), or any related products, services or any derivatives thereof, You agree to the terms and conditions of the CBD and Hemp Addendum set forth in Exhibit A below.
Share Local Media takes no responsibility and assumes no liability for any Campaign or User Content that You or any other User posts, sends, or otherwise makes available via the Service. You shall be solely responsible for Your Campaigns and User Content, and the consequences of sending Your Campaigns and posting, publishing, sharing, or otherwise making available the User Content on the Service.
9. ACCEPTABLE USE POLICY
You and Your use of the Service must comply at all times with our Acceptable Use Policy.
10. PRIVACY AND DATA PROTECTION; CUSTOMER DATA
10.1 Privacy and Data Protection. If and to the extent that Personal Information (as defined in the DPA) is provided by either party to the other in connection with the Services, the Data Processing Addendum (“DPA”) located at https://sharelocalmedia.com/policies/data-processing-addendum, as modified from time to time, will apply to the processing of such Personal Information.
10.2 Customer Data Ownership and License. As between You and Share Local Media, You own and shall retain all right, title, and interest(including all Intellectual Property Rights) in and to Customer Data (as defined in the DPA); however, by submitting or causing to be submitted Customer Data to ShareLocal Media, You hereby grant, and represent and warrant that You have all rights necessary to grant, all rights and licenses to the Customer Data required for (i) Share Local Media and its subcontractors and service providers to provide the Service as described in these Terms or in any applicable purchase order, or in accordance with other instruction you provide, and (ii)Share Local Media to analyze, monitor, improve, and develop Share Local Media’s products and services, in accordance with the terms of the DPA.
10.3 Responsibility for Customer Data.
Share Local Media will not be responsible for any backup, recovery, or other steps required to ensure that Customer Data is recoverable in the case of dataloss. You are solely responsible for backing up Your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity ofYour Customer Data. In addition to the foregoing, if You are an Organization providing access to the Service to Authorized Users, as between You and ShareLocal Media, You are solely responsible for any and all Customer Data You orYour Authorized Users provide and/or cause to be provided to the Service, and the consequences of providing, posting, or transmitting such Customer Data, including responsibility for compliance with breach notification laws. ShareLocal Media’s commercially reasonable efforts to restore lost or corruptedCustomer Data pursuant to this section shall constitute Our sole liability andYour sole and exclusive remedy in the event of any loss or corruption ofCustomer Data.
You(not Share Local Media) bear sole responsibility for adequate security and protection of Customer Data when in Your or Your Authorized Users’ possession or control. We are not responsible, and You are fully responsible, for whatYour Authorized Users do with Customer Data. For that reason, We advise You to take reasonable security precautions to protect Your information, including, but not limited to, encrypting information prior to transmitting it to ShareLocal Media. Where We have given You (or where You have chosen) a password for access to certain parts of our Service, You are responsible for keeping this password confidential. We ask You not to share Your password with anyone, and to regularly change Your password using best practices on password complexity.We urge You to be careful about giving out information in public areas of theService like message boards.
11. THIRD-PARTY LICENSED DATA
If You request Share Local Media to append or supplement Your data pertaining to Your consumers with data from Share Local Media or Our third-party service providers (“Third-Party Licensed Data”) to be used by Share Local Media on your behalf in connection with a Campaign You agree to and are subject to the Supplemental Terms for the applicable Third-Party Licensed Data (e.g. Supplemental Terms for Reverse Email Append Services).
12. DMCA NOTICE
Since We respect artist and content owner rights, it is Share Local Media’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Share Local Media’s copyright agent as set forth in the DMCA. For Your complaint to be valid under the DMCA, You must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice, Share Local Media, Inc.
85 Broad Street, 9th Floor
New York, NY 10004
Email: copyright@sharelocalmedia.com
Under federal law, if You knowingly misrepresent that online material is infringing, You may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying Share Local Media and its affiliates that Your copyrighted material has been infringed. The preceding requirements are intended to comply with Share Local Media’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding Your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Share Local Media has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Share Local Media may also at its sole discretion limit access to the Service and/or terminate the Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.
13. MARKETING LICENSE
You grant to Share Local Media a nonexclusive limited right to use Your name, trademarks, and logos (collectively, the “Client Marks”) in the production of marketing materials identifying You as Our client. Such marketing materials may include but not be limited to Share Local Media’s websites, brochures, press releases, trade-show displays, and presentations. In addition, You grant to Share Local Media the right to publicly acknowledge You as Our client.
14. PROPRIETARY RIGHTS
Subject to the limited rights expressly granted hereunder, Share Local Media and its licensors exclusively own and retain all rights, title, and interest in and to the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Authorized Users (the “Share Local Media Content”), and all Intellectual Property Rights related thereto. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Share Local Media Content. Use of the Share Local Media Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to or We may invite You to submit comments or ideas about the Service, including, without limitation, about how to improve the Service or Our products (“Feedback”). By submitting any Feedback, You agree that Your disclosure is gratuitous, unsolicited, and without restriction, and will not place Share Local Media under any fiduciary or other obligation, and that We are free to use the Feedback without any additional compensation to You, and/or to disclose the Feedback on a nonconfidential basis or otherwise to anyone. You further acknowledge that, by acceptance of Your submission, Share Local Media does not waive any rights to use similar or related ideas previously known to Share Local Media, or developed by its employees, or obtained from sources other than You.
15. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Share Local Media and its subsidiaries, agents, licensors, managers, and other affiliated companies, 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 from: (i) Your use of and access to the Service, including any data or content transmitted or received by You; (ii) Your violation of any term of these Terms, including, without limitation, Your breach of any of the representations and warranties above; (iii) Your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via Your User Account including, without limitation, misleading, false, or inaccurate information; (vi) Your willful misconduct; or (vii) any other party’s access and use of the Service with Your unique username, password, or other appropriate security code.
16. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHARE LOCAL MEDIA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL SHARE LOCAL MEDIA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHARE LOCAL MEDIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SHARE LOCAL MEDIA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SHARE LOCAL MEDIA HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHARE LOCAL MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
17. NO WARRANTY
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, OR NONINFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHARE LOCAL MEDIA OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SHARE LOCAL MEDIA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
FURTHER, SHARE LOCAL MEDIA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SHARE LOCAL MEDIA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS 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 STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18. THIRD-PARTY LINKS AND INFORMATION
The Service may contain links to third-party materials that are not owned or controlled by Share Local Media. Share Local Media does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third-party website or service from the Service or share Your User Content on or through any third-party website or service, You do so at Your own risk, and You understand that these Terms and Share Local Media’s Privacy Policy do not apply to Your use of such sites. You expressly relieve Share Local Media from any and all liability arising from Your use of any third-party website, service, or content, including, without limitation, User Content submitted by other Authorized Users.
19. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
19.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Us, either specific or general, in jurisdictions other than New York. These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York, for any actions for which We retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a Our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York, is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
19.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which You can seek relief from Share Local Media. For any dispute with Share Local Media, You agree to first contact Us at legal@sharelocalmedia.com and attempt to resolve the dispute with Us informally. In the unlikely event that Share Local Media has not been able to resolve a dispute it has with You after sixty (60) days, We each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York, unless You and Share Local Media agree otherwise. If You are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If You are an individual using the Service for noncommercial purposes: (i) JAMS may require You to pay a fee for the initiation of Your case, unless You apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include Your costs of arbitration, Your reasonable attorney’s fees, and Your reasonable costs for expert and other witnesses; and (iii) You may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve You of Your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Share Local Media from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Our data security, Intellectual Property Rights, or other proprietary rights.
19.3 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless We agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into these Terms, You and Share Local Media are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
20. GENERAL
20.1 Waiver and Severability. The waiver by either party of any default or breach of these Terms shall not constitute a waiver of any other or subsequent default or breach and Share Local Media’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. In the event any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.
20.2 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Share Local Media without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
20.3 Entire Agreement. These Terms together with the Supplemental Agreement (if any) constitute the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms.
20.4 Contacting Share Local Media.
To contact Share Local Media, please send email to contact@sharelocalmedia.com or physical mail to:
Share Local Media, Inc.
44 Wall St, FL 23
New York, NY 10005
Exhibit A
HEMP AND CBD ADDENDUM
1. Definitions:
“Agricultural Pilot Program” means a pilot program to study the growth, cultivation, or marketing of industrial hemp as set forth in the 2014 Farm Act, codified at 7 U.S.C. § 5940(a)(1) , as may be amended, including by the Agricultural Improvement Act of 2018.
“Cannabidiol” or “CBD” is a compound found in the cannabis plant.
“Hemp” or “Industrial Hemp” means the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta9 tetrahydrocannabinol (“THC”) concentration of not more than 0.3 percent on a dry weight basis, defined by the Agricultural Improvement Act of 2018, 7 U.S.C. § 1639o(1), and excluded from the definition of “marijuana” under the Controlled Substances Act, 21 U.S.C. § 802(16)(b).
“Hemp Oil” or “Hemp Seeds” means the oil and sterilized seeds of the plant Cannabis sativa L. determined to be excluded from the definition of Marijuana in the Controlled Substances Act.
2. Additional THC, Hemp and CBD Representations and Warranties.
You represent and warrant at all times that:
Poplar is a product of Share Local Media
