This Agreement ("Agreement")
between you ("you" or "Advertiser") and LocalDouble,
and its affiliates (collectively, "LocalDouble") consists
of these LocalDouble Terms and Conditions (the "Terms and Conditions"),
, the LocalDouble Privacy Policy (the "Privacy Policy") and
any other terms and conditions or policies set forth on www.LocalDouble.com (the "Site") for access
to and use of the LocalDouble service (the "Service"), all
of which are incorporated by reference.
If an individual is accessing
the Service on behalf of a business entity, whether as an employee,
consultant or agent of such business entity, by doing so, such individual
represents that they have the legal capacity and authority to bind such
business entity to this Agreement. You or Advertiser shall refer both
to the individual accessing LocalDouble on behalf of a business entity,
if any, and any such business entity itself. By accessing and using
LocalDouble, you agree to be bound by the terms and conditions contained
in this Agreement.
READ THESE TERMS CAREFULLY
BEFORE USING THE SITE OR THE SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT,
YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE OR THE SERVICE. BY ACCESSING
THE SITE OR THE SERVICE, YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE
READ AND ACCEPTED THIS AGREEMENT.
Prohibited Uses of the Service.
LocalDouble strictly prohibits using the Service or any Partner Sites
to: resell the Service to any third party; or engage in any other illegal
or fraudulent business practice under the laws of any jurisdiction where
you are located or the ad is displayed or any other conduct that LocalDouble
or any Partner determines may otherwise result in legal liability.
Prohibited Uses of the Site:
You may not use spiders, robots or other automated data mining techniques
to catalog, download, store or otherwise reproduce or distribute information
available on the Site without our prior consent. You may not take any
action to interfere with the Site or the Service or any other user's
use of the Site or the Service, including, without limitation, via means
of overloading, "flooding", "mailbombing" or "crashing"
the Site or the Service. You may not frame portions of the Site within
another web site or establish links from any other web site to any page
of the Site other than the home page.
Limited License: LocalDouble
hereby grants you a limited, non-exclusive, nontransferable license
to use the Site on one computer at a time, for your own internal business
purposes and solely to participate in the Service with the intention
of placing ads. In no event may you modify or create derivative works
based on the Site or the Service or any part thereof. All rights not
specifically licensed to you hereunder are retained by LocalDouble.
Proprietary Rights:
The Site, the Service, and everything incorporated or used in connection
with the Site or the Service, including but not limited to software,
designs, graphics, text, methods, processes, technology and other intellectual
property, are owned, or authorized for use, by LocalDouble. By accessing
the Site or using the Service, User acknowledges such rights. Except
as expressly permitted in these Terms and Conditions, you may not modify,
copy, reproduce, republish, upload, post, transmit, or distribute in
any way any part of the Site or the Service without the prior written
consent of LocalDouble. LocalDouble is free to use any ideas, concepts,
know-how, or techniques contained in any communication you send to LocalDouble
without compensation and for any purpose whatsoever, including but not
limited to, developing, manufacturing and marketing products and services
using such information.
Communications Solely With
LocalDouble. Even if your ads are placed on Partner Sites, you agree
to communicate solely with LocalDouble regarding your ads, and agree
not to contact any Partner regarding your ads which may appear on the
Partner Site. While LocalDouble may have a business relationship with
Partners, LocalDouble is an independent contractor to the Partners and
is not a legal partner of, nor is it able to control the business practices
of, the Partners.
Privacy and Data Collection:
LocalDouble does not collect personally identifying information from
you unless you have voluntarily given such information to LocalDouble.
For further information about how we use information collected from
you, please view our Privacy Policy. If you have entered into another
agreement with LocalDouble (such as an Affiliate Agreement or an Advertiser
Agreement), then you may be subject to additional or different provisions
regarding privacy and data collection. Except as expressly set forth
in the Privacy Policy, you should consider any communication that you
transmit to LocalDouble (such as data, questions or answers, comments,
or suggestions) as non-confidential.
No Guarantee. LocalDouble
makes no guarantee regarding the content of the LocalDouble Web Sites
or Partner Sites.
No Warranty. While LocalDouble
makes reasonable efforts to ensure that the Service operates as intended,
the Service is dependent upon the Internet and other services and providers
outside of the control of LocalDouble. By using the Service, you acknowledge
that LocalDouble does not and cannot guaranty that the operation of
the Service will be uninterrupted, error free or that the Service and
the information it stores will be entirely free from viruses, hackers,
intrusions, unscheduled downtime or other failures. You expressly assume
the risk of such problems by using the Service. the site and the service,
including all software, content, operations and materials, are provided
"as is". except as specifically set forth herein, LocalDouble
makes no representations or warranties of any kind whatsoever for the
operation of the service. further, LocalDouble disclaims any express
or implied warranties, including, without limitation, non-infringement,
title, merchantability, fitness for a particular purpose and any warranties
arising out of course of dealing, usage or trade.
Limitations of Liability.
in no event will LocalDouble be liable under any theory of tort, contract,
strict liability or other legal or equitable theory for any lost profits,
lost data, lost opportunities, costs of cover, exemplary, punitive,
personal injury/wrongful death, special, incidental, indirect or other
consequential damages, each of which is hereby excluded by agreement
of the parties regardless of whether or not LocalDouble has been advised
of the possibility of such damages. in no event shall LocalDouble's
liability for any direct damages exceed the amounts actually paid by
you to LocalDouble and retained by LocalDouble as its commission in
connection with the service during the most recent six (6) months. You
acknowledge that LocalDouble has entered into this Agreement relying
on the limitations of liability stated herein and that LocalDouble would
not offer you the Service without those limitations, which are an essential
basis of the bargain.
Changes: All information
posted on the Service is subject to change without notice. Your continued
access of the Service after such changes conclusively demonstrates your
acceptance of those changes.
Severability: If any
part of this Agreement shall be held or declared to be invalid or unenforceable
for any reason by any court of competent jurisdiction, such provision
shall be ineffective but shall not affect any other part of this Agreement
and the invalid portion of any provision shall be deemed modified to
the least degree necessary to remedy such invalidity while retaining
the original intent of the parties.
Waiver; Remedies: The
failure of LocalDouble to partially or fully exercise any rights or
the waiver of LocalDouble of any breach of this Agreement by you, shall
not prevent a subsequent exercise of such right by LocalDouble or be
deemed a waiver by LocalDouble of any subsequent breach by you of the
same or any other term of this Agreement. The rights and remedies of
LocalDouble under this Agreement shall be cumulative, and the exercise
of any right or remedy shall not limit a right to exercise any other
right or remedy hereunder.
International Access:
Our Site and Service are provided from the United States of America
and all servers which make them available reside in the U.S.A. The laws
of other countries may differ regarding the access and use of this Site
or functions available through the Service. We make no representations
regarding the legality of this Service in any other country and it is
your responsibility to ensure that your use complies with all applicable
laws outside of the U.S.A.
Governing Law: The laws
of the State of New York shall govern this Agreement. YOU HEREBY EXPRESSLY
CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN
NEW YORK COUNTY, NEW YORK.
Digital Millennium Copyright
Act ("DMCA") Notice: Materials may be made available on
the Site, or via the Service, by third parties not within the control
of LocalDouble. We are under no obligation to, and do not, scan ads
sent through the Service for the inclusion of illegal content. However,
we respect the copyright properties of others. It is our policy not
to permit materials known by us to be infringing to remain on the Site
or the Service. You should notify us promptly if you believe any materials
on the Site or the Service infringe a third party copyright. Upon our
receipt of a proper notice of claimed infringement under the DMCA, we
will respond expeditiously to follow the procedures specified in the
DMCA to resolve the claim between the notifying party and the alleged
infringer who provided the content in issue, including, where applicable
and technically possible, removing or disabling access to materials
claimed to be infringing or by removing or disabling access to such
materials.
Questions: Should you
have any questions regarding this Agreement you may contact us at
contact@localdouble.com.