SHARE LOCAL MEDIA INC. TERMS OF USE
Last Modified January 1, 2019
1. INTRODUCTION
Share Local Media Inc. (“We,” “Our,” “Us,” “Share Local Media”) provides an online direct marketing service platform that allows You 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 (“You”, “Your”, “Yours” or “Advertiser”), 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, 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/services-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.
2. THE SERVICE
2.2 Limited License.
Subject to the terms and conditions of these Terms, You are 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) and Share Local Media may terminate this license at any time for any or no reason.
2.3 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.
2.4 Accounts.
In order to access the Service, You must register to create an account (“Account”). 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.
2.4.1 Account Types.
We maintain different types of Accounts for different types of Users. 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 any and all Authorized Users (as defined in this Section 2.4.1); 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. You acknowledge and agree that if You are opening an Account or otherwise using the Service as or on behalf of an Organization, Your employees, consultants, contractors, clients, agents, and any other User authorized to use the Service in connection with Your or Your Organization’s account (collectively, “Authorized Users”) must create their own Accounts, must separately agree to be bound by these Terms and may never use another Authorized Users’ Account.
2.5 Fee and Payment
2.5.1 Paid Features.
Certain aspects of the Service may be provided for a fee or other charge. If You elect to use paid aspects of the Service, You agree to the pricing and payment terms included in the Pricing Page as We may update from time to time. Share Local Media may add new services for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion.
2.5.2 Payment and Billing; Taxes.
(a) 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 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) You agree to pre-fund your Account by pre-paying for the Campaign(s) You wish to run. You may pre-pay by credit card or debit card. Alternatively, if amounts due for Your Campaign 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) You are solely responsible for paying any applicable taxes relating to any such purchases, transactions, or other monetary transaction interactions.
2.5.3 Cancellations and Refunds.
You may cancel Your Account at any time; however, there are no refunds for cancellation. 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.
2.5.4 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.
2.6 Changes to the Service.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to You or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend Your access to the Service without notice and liability for any reason, including if in Our sole determination You violate any provision of these Terms, or for no reason. Upon termination, for any reason or no reason, You continue to be bound by these Terms.
2.7 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.
3. 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. Share Local Media may, in its sole discretion, modify or update these Terms from time to time, and so You should review this page periodically. When We change these Terms in a material manner, We will update the ‘last modified’ date at the top of this page and notify You that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes Your acceptance of the new Terms. If You do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Service.
4. 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.
5. ACCEPTABLE USE POLICY
You and Your use of the Service must comply at all times with our Acceptable Use Policy.
6. CLIENT DATA
6.1 Client Data.
Some areas of the Service may allow Share Local Media to collect personal information from or about Your Authorized Users, current or potential clients, or other individuals (collectively, “Client Data”). The Data Processing Addendum (“DPA”), located at https://sharelocalmedia.com/policies/data-processing-addendum, is incorporated herein and sets forth the rights and responsibilities for submitting and processing Client Data in connection with the Share Local Media services.
6.2 Client 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 Client Data; however, by submitting or causing to be submitted Client Data to Share Local Media, You hereby grant, and represent and warrant that You have all rights necessary to grant, all rights and licenses to the Client 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.
6.3 Responsibility for Client Data.
Share Local Media will not be responsible for any backup, recovery, or other steps required to ensure that Client Data is recoverable in the case of data loss. You are solely responsible for backing up Your Client Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of Your Client Data. In addition to the foregoing, if You are an Organization providing access to the Service to Authorized Users, as between You and Share Local Media, You are solely responsible for any and all Client Data You or Your Authorized Users provide and/or cause to be provided to the Service, and the consequences of providing, posting, or transmitting such Client Data, including responsibility for compliance with breach notification laws. Share Local Media’s commercially reasonable efforts to restore lost or corrupted Client Data pursuant to this section shall constitute Our sole liability and Your sole and exclusive remedy in the event of any loss or corruption of Client Data.
You (not Share Local Media) bear sole responsibility for adequate security and protection of Client Data when in Your or Your Authorized Users’ possession or control. We are not responsible, and You are fully responsible, for what Your Authorized Users do with Client 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 Share Local 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 the Service like message boards.
7. 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).
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
15.1 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.
15.2 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.
15.3 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.
16. GENERAL
16.1 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.
16.2 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.
16.3 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.
16.4 Contacting Share Local Media.
To contact Share Local Media, please send email to contact@sharelocalmedia.com or physical mail to:
Share Local Media, Inc.
85 Broad Street, 9th Floor
New York, NY 10004
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 Hemp and CBD Representations and Warranties.
You represent and warrant at all times that:
(i) all CBD or other compounds contained in its products are sourced in accordance with federal and state law from sources compliant with the Agricultural Pilot Program and/or the Agricultural Improvement Act of 2018, and meet the definition of “Hemp” as set forth in this MSA;
(ii) in the case of any CBD products sourced from any material not in compliance with an Agricultural Pilot Program and the Agricultural Improvement Act of 2018, such products are sourced solely from Hemp Oil or Hemp Seeds imported in accordance with federal and state law;
(iii) You have only asked Share Local Media to perform services in states where the sale of the CBD or Hemp-related products to be advertised are legal under state law and You have, in consultation with Your legal counsel, confirmed that the CBD Products are legal in the markets where Share Local Media will be providing its services;
(iv) You will ship all CBD products in compliance with applicable acceptance criteria issued by the U.S. Postal Service and You will provide Share Local Media with copies of any certificates or documents required by the U.S. Postal Service to ship CBD products including: (a) the license(s) issued by the Department of Agriculture to the producer(s) of the industrial hemp from which the CBD products were derived, and (b) lab reports confirming the THC content of the CBD products to be mailed is less than 0.3%;
(v) all CBD products for which Share Local Media is assisting fully comply with all applicable state and federal laws and regulations as updated and/or amended, including especially all regulations concerning CBD and Hemp promulgated by the Food and Drug Administration, federal Department of Agriculture, and applicable state departments of agriculture; and
(vi) the CBD Products are not intended to be used as drugs, dietary supplements, or ingestibles, as those terms are defined at 12 U.S.C. §§ 321(g), (ff), and You will make no claims through Share Local Media regarding the CBD Products that would indicate they are intended to be used as drugs, dietary supplements, or ingestibles.
