Last updated: October 1, 2017
1. Binding Agreement
Use of Localyyz Inc.’s (“Localyyz”) promotion dissemination, marketing, product advertising and sales facilitation services (collectively, the “Sales Services”) and behaviour analytics and marketing analytics service (collectively, the “Analytics Services”) (the Sales Services and Analytics Services are collectively referred to as the “Service”) constitutes acceptance of the terms and conditions set out below (the “Terms and Conditions”). If you do not want to be bound by these Terms and Conditions do not use the Service. These Terms and Conditions together with the services agreement previously entered between Localyyz and you (or the organization which you represent in terms of your use of the Service) (the “ServicesAgreement”) constitute the entire agreement regarding your use of the Service. In the event of any conflict between any one or more provision of the Services Agreement and one or more provision of the Terms and Conditions, the provisions of the Services Agreement shall govern.
Changes may be made at any time to the Service, any text, guidelines, information, pictures, QR barcodes and other barcodes, videos, data, hyperlinks, displays and other content contained within, generated by or associated with the Service (the “Content”) and these Terms and Conditions, without prior notice to you. Your continued use of the Service constitutes your acceptance to be bound by these Terms and Conditions and any changes thereto.
Localyyz may alter, modify, update, suspend, discontinue, eliminate, cancel and/or terminate any aspect of the Service, including the availability of any and all of its features, at any time, in its sole discretion and without notice. Localyyz may also alter, modify, update, remove, delete, annotate or editorialize any Content at any time, in its sole discretion and without notice.
These Terms and Conditions also govern any updates to, or supplements or replacements for, the Service, which may also be subject to additional terms that will accompany such updates, supplements or replacements.
The Service and Content may only be used for lawful purposes. You may not use the Service in any jurisdiction where the foregoing is prohibited by applicable laws.
Creation of an account (an “Account”) is required if you want to access and use the Service. Creation of an Account requires disclosure of your name, title, the organization you represent and certain information about yourself. You represent and warrant that you are duly authorized to create an Account associated with the Organization and to use the Service on behalf of the Organization.
We reserve the right to validate your identity and your authorization to create an Account associated with any organization.
You must provide accurate, complete, and up-to-date information for your Account, and you agree to update such information to the extent required to keep it accurate, complete, and up-to-date. Failure to do so may result in suspension or termination of your Account.
You may be required to submit an application prior to receiving one or more Services (“Restricted Services”). The application will be tied to the Account creation process. You must provide accurate, complete, and up-to-date information in terms of any application that you submit.
If you are completing an application on behalf of an organization (an “Organization”), you represent that you are an authorized representative of such Organization and have authority to complete and file such application on behalf of such Organization.
Receipt of Restricted Services is subject to our acceptance of your application. Until such time as your application has been approved, you are not eligible and are prohibited from making use of or attempting to use any Restricted Service.
We have exclusive discretion in terms of reviewing, as well as accepting or refusing any application. Acceptance of an application is subject to the underlying Organization entering into the Services Agreement.
As part of the delivery of the features and functionality of the Service, Localyyz will send you SMS, e-mails, push notifications and other messages and alerts in accordance with the way you have configured your Account and to inform you of changes or problems. It is important therefore that you keep your contact details in your Account up to date.
6. Use of the Service
Use of the Service is limited to individuals who have the capacity to enter into binding agreements and who are authorized to do so by the organization having entered into the Services Agreement with Localyyz.
Subject to your continued compliance with these Terms and Conditions (and the Services Agreement with the Organization remaining in effect), Localyyz hereby grants you a license to use the Content and Service for the Organization’s internal business purposes. Any activity that is not strictly tied to the Organization’s internal business purposes is strictly prohibited. Without limitation to the foregoing, the Content may not be copied, compiled, scraped, harvested, mirrored, distributed, republished, uploaded, posted, decompiled, or transmitted in any way, without the prior written consent of Localyyz.
You acknowledge that you are responsible for whatever Content you post or submit through the Service, and you, not Localyyz, have full responsibility for such Content, including its accuracy, currency, legality, reliability, appropriateness, and non-infringing nature. You are prohibited from posting or transmitting to or through the Service any unlawful, illegal, threatening, libelous, defamatory, obscene, infringing or otherwise inappropriate Content. Likewise, you are solely responsible for any good you market or sell through the Service.
In connection with your use of the Service, you acknowledge and agree that you are strictly prohibited from: (i) committing unauthorized intrusions into any part of the Service or related systems which are restricted from general access; (ii) circumventing security provisions in order to improperly access the Service; (iii) uploading, posting or transmitting through or on the Service any viruses or other harmful, disruptive or destructive files; and (iv) utilizing the Service in any other manner so as to interrupt or interfere with the access to and/or usage of the Service by another party.
You agree to comply with all applicable laws (including, without limitation, all Canadian and U.S. Federal, provincial, state and local laws and regulations [as the case may be]) that may apply to the use of the Service or transactions initiated through use of the Service.
You further agree to comply with all conditions, restrictions and other requirements set forth in the Services Agreement regardless of whether or not these are brought to your attention by us or through your use of the Service. It is your sole responsibility to determine from the Organization what conditions, restrictions and requirements apply in addition to those set forth in these Terms and Conditions.
If at any time we believe that you have breached these Terms and Conditions or the terms of any other agreement with us, or are using the Service improperly or illegally, we may terminate, restrict or suspend your access to the Service immediately without notice to you or the Organization. Likewise, we may terminate, restrict or suspend your access to the Service immediately without notice if the Organization is in breach of the Services Agreement or if the Services Agreement with the Organization is otherwise terminated.
8. Personal Information
Use of the Service is limited to individuals in their capacity as an employee, contractor or service provider for an Organization. Localyyz only collects information in regard to access and use of the Service in this context. If you access the Service from a personal computing device or from a home network, personal information about you may be collected by Localyyz in conjunction with the operation of the Service and Localyyz may use such personal information for operational and analytical purposes. Likewise, if you provide personal contact information in regard to your Account, Localyyz may use such personal information for operational and analytical purposes and to contact you in regard to the Service.
9. Acceptable Use
You agree that you are responsible for your own conduct and any transaction that you conduct in conjunction with your use of the Service, and for any consequences thereof. You agree that when using the Service and Content, you will not:
You agree to comply with all Canadian, U.S. and foreign export laws and regulations to ensure that neither the Service nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You also agree to ensure that any good you may offer through the Service and all communications you make through the Service comply with all applicable Canadian, U.S. and foreign laws. By using the Service, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Although Localyyz is not obligated to monitor access to or use of the Service or Content or to review or edit any Content, Localyyz has the right to do so for the purpose of providing the features and functionality of the App, to ensure compliance with these Terms and Conditions, and to comply with applicable law or other legal requirements. Localyyz reserves the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including but not limited to, if Localyyz, in its sole discretion, considers any Content to be objectionable or in violation of these Terms and Conditions. Localyyz has the right to investigate violations of these Terms and Conditions. Localyyz may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
You agree that you shall not disclose your Account password to anyone and you shall notify Localyyz immediately of any unauthorized use of your Account. You are solely responsible for all activities that occur under your Account, whether or not you know about them.
Information collected by Localyyz is stored in a secure manner. However, you acknowledge that there are security and privacy limitations which are beyond the control of Localyyz and that the security, integrity and privacy of any and all information and data and Content exchanged between you and Localyyz through the Service cannot be guaranteed.
11. Disclaimers and Limitation of Liability
We do not warrant that the Service will be available at all times, as (in addition to the factors mentioned above), it may be down for maintenance or as a result of a bug or other deficiency. Although we will endeavour to fix deficiencies we provide no guarantee or assurances in this regard. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY YOU OR ANY THIRD PARTY USING THE SERVICE, ARISING FROM THE SERVICE, FROM ANY INFORMATION DISPLAYED AS PART OF USE OF THE SERVICE OR FROM ANY UNAVAILABILITY OF ANY OF THEM.
WHILE CARE HAS BEEN TAKEN IN THE PREPARATION OF THE SERVICE AND THE CONTENT, THE SERVICE AND THE CONTENT IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND LOCALYYZ DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO QUALITY, ACCURACY, COMPLETENESS, LEGALITY (INCLUDING, WITHOUT LIMITATION, LEGALITY OF SELLING ANY GOOD THROUGH THE SERVICE), NON-INFRINGEMENT, CURRENCY, RELIABILITY, EFFICACY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED ACCESS TO THE APP, ERROR-FREE OPERATION OF THE SERVICE, THE ABSENCE OF COMPUTER VIRUSES AND OTHER HARMFUL COMPONENTS OR CORRUPTED DATA OR INFORMATION ON THE SERVICE.
THE SERVICE ALLOWS YOU TO DISSEMINATE OFFERS AND CONDUCT TRANSACTIONS WITH THIRD PARTIES WITH RESPECT TO THE SALE OF GOODS TO SUCH THIRD PARTIES. LOCALYYZ DOES NOT ENDORSE, RECOMMEND, GUARANTEE OR PROVIDE ANY ASSURANCE WHATSOEVER WITH RESPECT TO ANY THIRD PARTY PURCHASER OF GOODS, OR ANY STATEMENT OR COMMUNICATION FROM ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DEALINGS OR TRANSACTIONS WITH ANY THIRD PARTIES AND LOCALYYZ WILL NOT BE LIABLE IN ANY RESPECT IN REGARD TO THE FOREGOING. YOU FURTHER UNDERSTAND AND CONFIRM THAT THIRD PARTIES USERS OF THE MOBILE DEVICE APPLICATION USED TO DISSEMINATE YOUR OFFERS AND PROMOTIONS MAY BE INDIVIDUALS AND THAT CONSUMER PROTECTION LAWS MAY APPLY IN REGARD TO ANY TRANSACTIONS WITH SUCH INDIVIDUALS IN THEIR PERSONAL CAPACITY.
LOCALYYZ, ITS ADVERTISERS, SPONSORS, CONTENT PROVIDERS, SERVICE PROVIDERS AND BUSINESS PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES RELATED TO OR ARISING FROM THE USE OR INABILITY TO USE THE SERVICE AND/OR THE CONTENT INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REPUTATION, PURE ECONOMIC LOSS, INTRUSION UPON SECLUSION, PAIN AND SUFFERING, INJURY TO DIGNITY, FEELINGS AND SELF-RESPECT, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITY, DEPRECIATION OF GOODWILL, LOSS OF REVENUE, AND NON-MONETARY LOSSES, WHETHER BASED ON BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), AND/OR VIOLATION OF APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
THE CONTENT IS INTENDED FOR INFORMATIONAL PURPOSES ONLY, IS NOT INTENDED TO CONSTITUTE ADVICE, ENDORSEMENTS OR RECOMMENDATIONS, AND SHOULD NOT BE RELIED UPON IN ANY SUCH REGARD. IT IS NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING THE MATTERS ADDRESSED. ANY INFORMATION OBTAINED THROUGH THE SERVICE SHOULD BE USED ONLY AFTER HAVING BEEN VALIDATED AND VERIFIED.
USE OF THE SERVICE IS AT YOUR OWN RISK, AND BY USING OR SUBMITTING CONTENT, YOU AGREE TO INDEMNIFY LOCALYYZ AND ITS SERVICE AND CONTENT PROVIDERS FROM ANY AND ALL LIABILITY, LOSS, INJURY, DAMAGES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) AND OTHER LOSSES ARISING FROM YOUR USE OF THE SERVICE AND/OR USE OR SUBMISSION OF CONTENT, AS WELL AS ANY GOOD THAT YOU MAY OFFER FOR SALE OR SELL THROUGH THE SERVICE.
12. Intellectual Property Rights & Confidentiality
All feedback, remarks, suggestions, ideas, graphics and other information (other than your personal information) communicated to Localyyz through the Service become the exclusive property of Localyyz and Localyyz may make unfettered use of same without compensation to you or the Organization.
The App and the Content are protected by Canadian, United States and other national and international copyright, trademark and other intellectual property laws.
Localyyz and its licensors retain exclusive ownership of all copyright, trademark and all other rights in the Service and Content. No portion of the Service or Content may be used or reproduced, other than for personal use, or harvested, scraped, distributed, transmitted, framed or "mirrored" in any form, or by any means, without Localyyz’s prior written consent, which consent may be arbitrarily withheld.
Certain names, words, titles, phrases, logos, icons, graphics or designs used in the Service may constitute trade names, and/or registered or unregistered trademarks (collectively, “Trademarks”) of Localyyz or of third parties that are used under license. The display of Trademarks on the Service, and those to which it is linked, does not imply the grant of any license to any other party.
Other than as expressly permitted herein or by written agreement of Localyyz, your use or display of any of the Trademarks that appear on the Service or that is included in any Content is strictly prohibited.
You shall not decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any software made available to you in regard to the Service including, without limitation, any installation software.
You acknowledge and confirm that the Service (including, without limitation, the features, functionality, operation, graphical user interface, and any software) and the Content constitute Localyyz’s confidential and proprietary information.You shall not disclose to any third party (other than to representatives of the Organization who have a need to know such information for the purposes of allowing the Organization to perform its obligations or enjoy its rights under the Services Agreement). Your confidentiality obligations, the provisions governing assignment and ownership of intellectual property rights, the disclaimers, the limitation and exclusion of liability provisions and all indemnification obligations will survive termination of your Account and/or these Terms and Conditions for whatever reason.
13. Linked Applications and Websites
The Service may contain links to other applications or websites which are not maintained by Localyyz. Should you access other applications or websites via a link provided through the Service or a link embedded in the Content and view content or materials that are not provided by Localyyz, you do so at your own risk. Links are provided for convenience only and should not be construed as an endorsement or approval by Localyyz. LOCALYYZ WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF ANY SUCH LINKED APPLICATIONS OR WEBSITES, OR FROM ANY TRANSACTIONS, GOODS OR SERVICES PROCURED IN RELATION TO THE FOREGOING.
Localyyz may terminate a link at any time without notice.
14. Governing Law and Jurisdiction
These Terms and Conditions and the use of the Service and Content are governed by and interpreted in accordance with the laws of the Province of Ontario, and you irrevocably attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada (including, without limitation, provincial and federal courts located in the city of Toronto). Notwithstanding the foregoing, Localyyz may institute proceedings in any jurisdiction where infringement of its intellectual property and/or any misappropriation or misuse of its confidential information and/or trade secrets takes place.
Localyyz controls and operates the Service from its offices in Toronto, Ontario, Canada. Localyyz makes no representation that the Service and the Content are appropriate or available for use in other jurisdictions. Anyone accessing the Service from other jurisdictions assumes sole responsibility for compliance with local laws.
Localyyz may terminate your use of the Service immediately without notice and in its sole judgment and discretion. Upon termination, you must destroy all materials obtained from the Service and all related documentation and all copies thereof. You may not access the Service after such termination without Localyyz’s prior written approval.
Localyyz's failure to enforce any provision of these Terms and Conditions will not be construed as a waiver of such provision.
These Terms and Conditions shall bind and enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns.
You may not assign your rights or obligations hereunder without Localyyz's prior written consent.
If any part of these Terms and Conditions is unlawful, void, invalid or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
Use of the Service, may be subject to additional terms and conditions of the provider that makes the Service available to you.