Big Local Terms and Conditions

These Terms and Conditions, along with the Order Confirmation (collectively, the "Terms," or the "User Agreement") describe the terms and conditions on which BigLocal ("we", "our" or "BigLocal") offers a user ("Customer", "User", "you", "your" or "subscriber") access to the online solution and total solution packages described on its website located at www.biglocal.com ("Services"). If you have a question about this User Agreement, please contact us by sending an e-mail to info@biglocal.com.

1. Acceptance of Terms.

By submitting your Order, or by accepting the Terms on-line as provided in the welcome e-mail, you agree to the Terms. We may amend the Terms at any time by providing notice to you of any changes. Your sole option, if you do not agree to the changes, will be to terminate the User Agreement within fifteen (15) days of any notice of change. Otherwise, your continued use of our Services will signify your acceptance of any amended Terms. The Terms may not be otherwise amended except in a writing signed by both parties. Further, in the event that a Customer fails to expressly accept the Terms on-line, then the customer’s use of the Services for any thirty (30) day period shall signify the Customer’s acceptance of the Terms. Throughout this User Agreement, (i) the phrase "in our discretion" or "in its discretion" means in BigLocal's sole and arbitrary discretion and (ii) the term "including" means "including without limitation." BigLocal reserves the right to reject this User Agreement for any reason or no reason, prior to acceptance thereof by BigLocal. Activation of any Service shall indicate BigLocal's acceptance of this User Agreement.

2. Eligibility; Order Confirmation.

2.1. Eligibility.

Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. Services are not available to Users where use of the Services has been suspended or terminated.

2.2. Order Confirmation.

You must submit a completed Order on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. Your Order can be submitted through our website, at www.biglocal.com (the "Website"), or by telephone through one of our sales representatives. In each case, you will receive an Order Confirmation which will summarize your Order, allow you to submit all necessary information for us to perform the Services, and provide a link to these Terms (the "Order Confirmation"). By submitting your Order, you agree to these Terms and you also represent that (a) you are eighteen (18) years or older and, if applicable, (b) you are authorized to bind the corporation, partnership or other legal entity that will be using the Services. Your "Order Confirmation" includes your personal information, credit card information and any Services and related fees you select.

3. Services.

3.1. Right to Refuse Services.

BigLocal may refuse the Services to anyone at any time, in our discretion. BigLocal reserves the right to discontinue, temporarily or permanently, any or all of the Services to anyone at any time, with or without notice. In the event that BigLocal discontinues the Services because any payment is or becomes past due, then BigLocal reserves the right to collect all outstanding amounts for any month in which the Services were provided (i.e. any month before the Services were discontinued). Otherwise, BigLocal will refund you amounts it has charged you for each whole month of prepaid service for which BigLocal refused or discontinued Services, as such amounts are determined by BigLocal, only if (i) BigLocal exercises its right to refuse service or discontinue under this section, and (ii) you have prepaid for the refused or discontinued Services. BigLocal shall not be liable to you or any third-party for any termination of your access to the Services except as set forth herein.

3.2. Authority.

You expressly grant BigLocal the authority to act as your agent for the limited purpose of submitting your business information to various online directories. The information you provide in the Order Confirmation will be the information used by Big Local to list your business in the online directories.

3.3. Intellectual Property Rights.

You represent that you have all necessary rights to use the business name submitted with your Order and that your use of the name will not infringe upon the intellectual property rights of others. You will be solely liable for violations of this Section. In addition, you acknowledge that Big Local retains all rights to any domain names, local DID telephone numbers, website templates, and any other materials of any nature used in the provision of the Services, even if such property was associated exclusively with your business during the term of this User Agreement.

3.4. Accurate and Complete Information.

You will provide to BigLocal only true, accurate, current and complete information, including, as applicable, your credit card number and other financial information, and will update that information to keep it true, accurate, current and complete. BigLocal, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information. No refunds will be made as a result of your failure to provide complete and accurate information during your Order.

3.5. General Compliance with Laws.

You will comply with all applicable laws, statutes, ordinances and regulations in your use of the Services.

3.6. Advance Consent to Service Term.

The following initial terms of service are available to BigLocal customers:

• A Three (3) Month service term is available at the price listed on www.biglocal.com (“3 Month Term”) beginning on the date that you submit your Order and receive your Order Confirmation (“Activation Date”).
• A Twelve (12) Month service term is available at the price listed on www.biglocal.com (“12 Month Term”) beginning on the date that you submit your Order and receive your Order Confirmation (“Activation Date”).
• A Twenty-Four (24) Month service term is available at the price listed on www.biglocal.com (“24 Month Term”) beginning on the date that you submit your Order and receive your Order Confirmation (“Activation Date”).

For purposes herein, the aforementioned 3 Month Term, 12 Month Term, and 24 Month Term may all be referred to collectively or individually as the “Contract Term.” Upon expiration of any Contract Term listed above, a subsequent term of this User Agreement shall automatically renew on a monthly basis at the previous monthly price without further action by you (“Renewal Terms”) unless you give BigLocal written notice of non-renewal in accordance with Section 3.7 below. After the completion of any Contract Term, you will subsequently be acquiring the Services for full monthly Renewal Terms, meaning that if you attempt to terminate the Services prior to the end of a Renewal Term, you will be responsible for the full month's charges to the end of the then-current term which will immediately become due and payable. Expiration of the Service Term or termination of Service does not excuse you from paying all unpaid, accrued charges due in relation to the User Agreement.

3.7 Cancellation.

All cancellations must be in writing and sent by email to customerservice@biglocal.com or by mail to the following address:

BigLocal, LLC
Cancellation Department
5202 W. Douglas Corrigan Way
STE 350
Salt Lake City, Utah 84116

Cancellation requests must be received AT LEAST FIVE (5) DAYS prior to the end of the applicable Contract Term or Renewal Term to be effective. Cancellations will only be made effective if your account is current on payment.  

3.8 Early Cancellation.

All early cancellations must be in writing and sent by email to customerservice@biglocal.com or by mail to the following address:

BigLocal, LLC
Cancellation Department
5202 W. Douglas Corrigan Way
STE 350
Salt Lake City, Utah 84116

Early cancellation requests may be made AT ANY TIME during the applicable Contract Term or Renewal Term.  Early cancellation requests will only be made effective if your account is current on payment.  Upon the execution of an early cancellation, you agree to pay an Early Cancellation Fee of fifty percent (50%) of your monthly premium per month for each month remaining on the Contract Term or Renewal Term.  In the event that you cancel at any time during a Renewal Term, you agree to pay the full monthly premium for that month.

4. Fees.

4.1. Generally.

BigLocal or its authorized representatives will charge you fees in accordance with the rates contained in the Order Confirmation. Activation Fees, where applicable, will be due and payable upon the Activation Date. Monthly Service Fees will be due and payable at the start of each month of Service. The first month’s fee will be due and payable as of the Activation Date. You are responsible for paying all fees associated with using the Services and all applicable taxes.

4.2. Changes to Fees.

BigLocal may only change the Monthly Service Fees during a Renewal Term by providing you written notice of such changes. Such changes will become effective fifteen (15) days after notice of those changes and will apply to the current monthly term unless you have provided BigLocal of your desire to cancel the Services. In such case, the previously applicable Monthly Service Fees will be charged for the final month of Service before termination.

4.3. Credit Cards - Automatic Payments.

You will be required to place a credit card (Visa, MasterCard, American Express, or Discover) on file for automatic billing prior to using the Services. Your Monthly Service Fees will be automatically charged to your credit card on file. You will be billed a monthly finance charge of the lower of 1.5% or the highest amount permitted by applicable law if your account becomes past due. Your account may be suspended for non-payment. You will reimburse BigLocal for any costs arising from initiation of collections activity.

4.4. Discounts, Credits and Refunds.

BigLocal may, in its discretion, offer discounts, coupons or promotions that may reduce applicable fees. Users may request credits to their account by contacting BigLocal customer service. Credits will be granted in BigLocal’s discretion. Any refunds will be made in credits to your account. You will not be entitled to a refund in the event BigLocal cancels the Services for a violation by you of these Terms.

4.5. Customer Website.

BigLocal shall provide, at the Customer’s request, a Customer website as part of the Services (the “Website”). The Website shall consist of only two (2) pages: (i) a Homepage, and (ii) a Contact Us page. BigLocal shall provide content for the Website in the form of a brief description of the Customer’s business, inclusion of the Customer’s logo, and any other content which, in BigLocal’s sole discretion, Big Local sees fit to include. The Website shall be built on a template which, at all times hereto, including upon termination, is wholly owned by BigLocal. Once the Website has been created by BigLocal, Customer is responsible for all customization thereto. Customer may customize the Website by logging into its account at www.biglocal/admin. In the event that Customer has a website previous to the implementation of the Services contemplated herein, then BigLocal may, at the Customer’s discretion, place Customer’s website on a referral page in order to optimize on-line listings.

4.6 Domain Name(s).

At all times hereto, including upon termination, any Domain Name provided to Customer by BigLocal for use in conjunction with the Services (the “Domain”) shall be owned exclusively by BigLocal. During the Term, Customer agrees that it has no right, title, or ownership interest in the Domain, but instead is leasing the Domain as part of the Services. Customer may purchase the Domain in conjunction with Section 4.7 below.

4.7 Option to Purchase.

Customer shall have the option, in its sole discretion, to purchase from BigLocal any Domain, custom made logos, and text which have been created, implemented, or used by BigLocal for Customer’s benefit. With such purchase, Customer is granted access to the website and its content, however BigLocal shall retain ownership of the copyright and website template. Such purchase may occur during any applicable Contract Term or Renewal Term, or upon termination of the User Agreement. The purchase price shall be One Thousand Dollars ($1,000.00) payable to BigLocal.

4.8 DID (Toll Free) Telephone Number.

At all times hereto, including upon termination or expiration of the User Agreement, any DID Telephone Number (“DID”) which is used or has been used by Customer shall be owned exclusively by BigLocal. Customer agrees that it has no right, title, or ownership interest in the DID, but instead is leasing the DID as part of the Services. At no time may Customer purchase the DID from BigLocal. However, in the event that Customer or BigLocal terminates the Services, Customer may elect to continue its use of the DID by leasing it from BigLocal for Twenty Nine Dollars Ninety Nine Cents $29.99 per month.

4.9 Email.

BigLocal shall provide, at the Customer’s request, one (1) email account as part of the Services (the “Email Account”). Such Email Account shall be directly associated with the Customer’s leased Domain. BigLocal shall be responsible for the set-up of the Email Account, together with any password reset requirements that may transpire from time-to-time. Notwithstanding the foregoing, Customer accepts all responsibility for the maintenance, customization, and support associated with the use of the Email Account. Customer acknowledges that BigLocal does not provide customer support for the Email Account, but that Customer may receive customer assistance for the Email Account through www.godaddy.com.

5. Limitations on Use of Services.

5.1 Prohibited Uses.

You agree to use the Services only for lawful purposes. BigLocal reserves the right to terminate your Service immediately and without advance notice if BigLocal, in its sole discretion, believes that you have violated the terms of this User Agreement, leaving you responsible for the full month's current charges which will immediately become due and payable.

6. Indemnity and Disclaimer

6.1. Indemnity.

You will, at your own expense, indemnify, defend and hold BigLocal, its authorized representatives, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to us; (b) any fraud, manipulation, or other breach of this User Agreement by you; (c) any third-party claim, action or allegation brought against BigLocal arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; or (d) your violation of any law or the rights of a third party. BigLocal will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on BigLocal’s behalf without the prior written consent of BigLocal.

6.2. Disclaimer. 

Neither BigLocal nor its suppliers and authorized representatives will be liable for (i) any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this User Agreement even if BigLocal or its supplier or authorized representative is aware of the possibility of such damages, or (ii) any damages that result in any way from your use or inability to use the Services, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the Services.

7. General.

7.1. Termination at BigLocal’s Discretion.

In our discretion, we may immediately issue a warning, temporarily suspend, or terminate your use of the Services if you breach any provision of this User Agreement. This Section does not limit any other remedies that may be available to BigLocal.

7.2. No Agency.

Except for the limited purpose stated in the 'Authority' Section, you and BigLocal are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement.

7.3. Notices.

Except as explicitly stated otherwise, any notices will be given by email to info@biglocal.com (in the case of BigLocal) or to the email address you provide to BigLocal in the Order Confirmation (in your case), or such other address as the party will specify. Notice will be deemed given twenty four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to BigLocal in the Order Confirmation. In such case, notice will be deemed given three (3) days after the date of mailing.

7.4. Mandatory Mediation Prior to Litigation.

Prior to either party filing any legal complaint and/or legal document in any District Court in accordance with Section 7.5, the parties agree to mediate any dispute arising from this User Agreement. Any mediation that takes place in accordance with this section shall take place in Salt Lake County, Utah, unless BigLocal agrees otherwise. In order to initiate the mandatory mediation, the aggrieved party shall provide the non-aggrieved party with notice of its intent to mediate the dispute (the “Notice”). The Notice shall be dated, and in writing, and shall provide sufficient details of the dispute to apprise the other party of the basis of the aggrieved party’s claims. Within ten (10) days of the date on the Notice, (i) the non-aggrieved party shall confirm its receipt of the notice with the aggrieved party, (ii) the parties shall agree upon a length of time for the mediation, which shall be at least one (1) day, but not more than three (3) days, (iii) the parties shall schedule a date for mediation with the aggrieved party, which such mediation shall be not less than thirty (30) days from the date listed on the Notice, but not more than ninety (90) days from the date listed on the Notice, and (iv) the parties shall select a mediator. In the event that the parties cannot agree upon a mediator, each party shall select one name from a list of mediators maintained by any bona fide dispute resolution provider or other private mediator, and the two selected mediators shall then choose a third person who will serve as mediator. The parties acknowledge and agree that any mediated settlement agreement may be converted to a judgment and enforced according to the Utah Rules of Civil Procedure. The parties agree to share the mediator’s fees equally. In the event that either party hereto fails to cooperate in a reasonable manner in the scheduling and/or facilitation of the mediation contemplated herein, then the cooperating party will have the right to recover from the non-cooperating party its costs and reasonable attorneys fees incurred in connection with any subsequent suit, or other proceeding, including costs, fees, and expenses on appeal.

7.5. Governing Law.

Utah law will govern this User Agreement, except for the body of law relating to conflicts of law. Subject to Section 7.4, venue for any legal action will be the federal or state courts of Salt Lake County, Utah. The prevailing party in any litigation in connection with this User Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.

7.6. Waivers.

A party's failure to enforce any provision of this User Agreement shall not be a waiver of the provision or the right to enforce it at a later time.

7.7. Entire Agreement.

This User Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree that you are not entering into this User Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this User Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.

7.8. Conflict. 

Should the terms of this User Agreement directly conflict with any terms summarized in the Order Confirmation, the terms of the Order Confirmation shall prevail.