Terms and Conditions

These Terms and Conditions, along with the Order Confirmation (collectively, the "Terms," or this "Agreement," 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 directory listing services provided by BigLocal ("Services"). If you have a question about this Agreement, please contact us by sending e-mail to info@biglocal.com.

1. Acceptance of Terms.

By submitting your Order Confirmation, you agree to the Terms. We may amend the Terms at any time by providing notice to you of any changes. Your only option, if you do not agree to the changes, will be to terminate the Agreement within fourteen (14) 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. Throughout this 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 Agreement for any reason or no reason, prior to acceptance thereof by BigLocal. Activation of any Service shall indicate BigLocal's acceptance of this 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.

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. 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. Satisfaction Guarantee.

Subject to any limitations found in this Agreement, including the limitations set forth in Sections 3.4 and 3.5, if your business has not been listed on the first page of GOOGLE and YAHOO within thirty (30) days of your acceptance of this Agreement and submission of your Order Confirmation, and on MSN within ninety (90) days of your acceptance of this Agreement and submission of your Order Confirmation (the "Satisfaction Guarantee"), BigLocal will refund to you all amounts charged for provision of the Services, including the Setup Fee and any Monthly Maintenance Fees. Such refund will be made within fifteen (15) days of you providing notice to BigLocal that the Satisfaction Guarantee has not been met. Once all refunds are made pursuant to this Section, this Agreement will be deemed terminated, and both parties will be relieved of any further obligations or responsibilities found herein.

3.4. Intellectual Property Rights.

You represent that you have all necessary rights to use the business name submitted with your Order Confirmation 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, and BigLocal will also be relieved of its Satisfaction Guarantee obligation found in Section 3.3 if such a violation occurs.

3.5. 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. Additionally, failure to provide complete and accurate information in the Order Confirmation will relieve BigLocal of its obligation to meet the Satisfaction Guarantee found in Section 3.3. No refunds will be made as a result of your failure to provide complete and accurate information in the Order Confirmation.

3.6. General Compliance with Laws.

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

3.7 Trial Period and Service Term.

The initial term of service shall extend over a three (3) month period (the "Trial Period") beginning on the date that you submit your Order Confirmation and the Services are activated ("Activation Date"). Unless you give us notice of your intent to cancel the Services prior to the end of the Trial Period, the Service Term of this Agreement shall automatically commence and extend over a subsequent twelve (12) month period which begins on the day following the expiration of your Trial Period and ends on the day before the same date in the following year (the "Service Term"). Subsequent terms of this Agreement shall automatically renew on a monthly basis without further action by you ("Renewal Terms") unless you give BigLocal written notice of non-renewal at least ten (10) days prior to the beginning of a new term. After the completion of the Trial Period and the subsequent Service 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 Agreement.

4. Fees.

4.1. Generally.

BigLocal or its authorized representatives will charge you fees in accordance with the rates contained in the Order Confirmation. Set Up fees will be due and payable upon the Activation Date. Monthly Maintenance 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 Maintenance Fees during a Renewal Term by providing you written notice of such changes. Such changes will become effective seven (7) 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 Maintenance Fees will be charged for the final month of Service before termination.

4.3. Credit Cards.

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. 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 and Conditions.

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 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 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.

Except for its obligation to meet the Satisfaction Guarantee found in Section 3.3, 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 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 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 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. Arbitration.

Any controversy or claim in any way arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Salt Lake County, Utah and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or BigLocal may seek any interim or preliminary relief from a court of competent jurisdiction in Utah necessary to protect the rights or property of you or BigLocal pending the completion of arbitration.

7.5. Governing Law.

Utah law will govern this Agreement, except for the body of law relating to conflicts of law. Subject to the Arbitration Section, 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 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 Agreement shall not be a waiver of the provision or the right to enforce it at a later time.

7.7. Entire Agreement.

This 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 Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this 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 Agreement directly conflict with any terms summarized in the Order Confirmation, the terms of the Order Confirmation shall prevail.