Localight Business Terms & Conditions

Welcome to the Localight Business terms and conditions. Our mission as a Public Benefit Corporation is to accelerate inclusive growth in local marketplaces. Please note that by registering to use this Platform (Website and Apps) you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions and hereunder, do not use or access this Platform. You must read and accept all of the terms and conditions of business contained herein together with our Privacy Policy before you may use or access the Platform in any way.

1. Introduction

1.1 Localight offers an online promotional service connecting consumers and businesses ("the Service"). “Localight” is a trade name of Localight Inc., a company registered in the United States of America with the registered office at 1355 Loma Ave, #305, Long Beach, CA 90804, United States.

1.2 By subscribing to Services you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions hereunder, do not use or access this Platform. You must read and accept all of the terms and conditions contained herein before you may use or access the Platform in any way.

1.3 These terms and conditions constitute the entire terms and conditions upon which Localight provides the Service and upon which the Client agrees to contract for the use of the Service except where specifically varied by written agreement by Localight on its order acknowledgement. They supersede any written or oral representations, statements, understandings or agreements.

1.4 From time to time, it will be necessary to update the terms and conditions and you agree to be bound by the new terms and conditions after the implementation date for the revised terms and conditions.

Definitions

In this Agreement:-

“Agreement” means these terms and conditions together with the Client’s Registration.

“Client“ means the company, firm, person, persons, corporation or public authority who uses the Service.

“the Service” means the provision of online promotional services provided by Localight where applicable (together or individually known as “Work”).

“You / Your” means anyone who uses this Platform.

“the Contract Price” means the price for the Service set out in the Platform.

“the Platform” means the Localight website (portal) operating under the domain name of https://localight.com and applications (apps) published by Localight Inc.

“Localight Dashboard” means the initial web services offered by Localight including access to business intelligence reporting and communication options as described in the packages on the website.

“Order” means the Clients instruction to Localight to proceed with the Service.

“Order Confirmation” means the email acceptance sent by Localight following receipt of the Client’s Order.

“Mobile Rewards Wallet” means an app with connectivity to bank accounts, debit and credit card accounts for the withdrawal of funds, use of funds as tender, and depositing of funds electronically, where fiat points are accumulated by the user through transactions and used as tender to receive products or services.

“the Service Commencement Date" shall be the date the Service is available as described in the Platform.

“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.

“Merchant ID” (or MID) means an alphanumeric identifier provided by the acquirer uniquely identifying the merchant on their system.

“Localight's Client Service Policy” means the open policy allowing Clients to contact Localight by telephone at +1 (562) 704-6550 or email at [email protected] in order to seek further advice or assistance on an adhoc as and when available basis.

“App Users” means individuals who use the Localight App, or have linked a bank account, debit or credit or card to the Platform.

“Qualifying Transactions” means card transactions made via the clients payment terminal by registered Localight consumers using cards they have linked to their accounts through the Platform.

“Sub Processor” means a company (often a third party) appointed by a Localight to handle transactions from various channels such as credit cards and debit cards for merchant acquiring transaction details.

“Website Content” means the photographic data and other information created and uploaded by the Localight Client.

2. Service provision

2.1 The Localight Service offers the opportunity to be part of an innovative Mobile Rewards Wallet program designed to reward customers for spending with businesses and incentivize them to spend more money at independent businesses (the Service).

2.2 Localight will use all reasonable endeavours to provide the Service as described in the Platform.

2.3 Localight may at any time amend the Service for any reason including, but not limited to, technical, legal, business, or public benefit mission reasons.

2.4 Localight encourages any interested or potential business clients to make contact with Localight if a more complex or comprehensive service is required. We are contactable at [email protected] or by telephone +1 (562) 704-6550.

2.5 The minimum contract duration is 30 days.

2.6 Localight will communicate with the Client by email, SMS message, or app notifications.

2.7 The Client will provide their Merchant ID to enable Localight to track Qualifying Transactions at the Client's business. For the avoidance of doubt only Qualifying Transaction will be tracked. The Platform can only track transactions from Localight App Users and cannot track any other transactions.

3. Proprietary Rights

3.1 All Intellectual Property Rights in the materials on this Platform (as well as the organisation and layout of this Platform) together with the underlying software code are owned by, licensed or authorized to Localight, it’s assignees, licensees or sub-licensees thereof and the copyright in the text, artwork, graphics and images on the Platform is owned by Localight or its licensors or its content or technology providers except where otherwise specified. Nothing in these terms and conditions transfers to you any rights of ownership of such intellectual property rights, or constitutes a license to use such intellectual property rights other than to the extent expressly set out in these terms and conditions. Without our prior written permission, you may not copy, modify, alter, publish, broadcast, distribute, sell or transfer any material on this Platform or the underlying software code whether in whole or in part. However, the contents of this Platform may be downloaded, printed or copied for your personal non-commercial use.

4. Basis of Use of the Platform

4.1 You agree to the following:

4.1.1 that you are aged 18 or over and are legally capable of entering into binding contracts;

4.1.2 that you understand, acknowledge and accept the exclusion of liability and disclaimer provisions contained hereafter;

4.1.3 that you will only view the Information on the Platform for your own private purpose and will not publish, reproduce, store or retransmit any of the information contained in the Platform (“the Information”) at any time.

4.1.4 that you shall not use the Information for any unlawful purpose or in any unlawful manner;

4.1.5 that you shall not use the Platform or the Information in any manner which may constitute an infringement of any third-party rights (including but not limited to rights of copyright, trademark or confidentiality);

4.1.6 that you shall not run any tools on the Platform that systematically retrieve web pages for offline or online viewing; whether it be for personal, commercial, experimental, experimental, educational or any other use;

4.1.7 that all intellectual property rights (including without limitation copyright, trademarks and all other rights) whatsoever in the Information and the Platform shall remain vested in Localight at all times;

4.1.8 that you will indemnify and keep indemnified Localight against all claims, liabilities, damages, costs and expenses including legal fees arising out of any misuse of the Information or the Platform or breach of your obligations under this agreement.

5. Client Obligations

5.1 No Agreement in respect of any Services shall exist between us (the Service) and you (the Client) until your Order has been accepted by us by means of an Order Confirmation (whether or not funds have been deducted from your account). If we do not accept your offer and funds have already been deducted, these funds will be fully refunded.

5.2 Order must be submitted electronically via the Platform. To do so, you will be required to follow the online subscription process. When doing so, you will be required to register with us and complete certain required fields on a form. This may include the provision of security information such as your identification details and password(s). You agree that you will be responsible for ensuring that such security information is kept secure and confidential at all times. You must inform us immediately if you become aware of or suspect any unauthorised use of these security details or if they become available to an unauthorised party.

5.3 By subscribing, you hereby warrant that all information and Website Content submitted by you is true, current and complete. Localight reserves the right to verify the eligibility of all subscribers or Clients and suspend or remove them from the Platform for any reason.

5.4 The Client is responsible for the quality of the Website Content, advertising or offers and must ensure the content is not misleading, harmful or offensive. Content must also be socially responsible and prepared in line with the principles of fair competition. The Client is responsible for ensuring the content of their Website or advertisement is in-line with guidelines and requirements by the Federal Trade Commission, Bureau of Consumer Protection, and State regulations within the Client’s region.

5.5 The Client is responsible for fulfilling their legislative obligations with regards to offering consumers their consumer rights.

5.6 The Client is responsible for providing a compatible browser to allow access to Localight Services.

5.7 The Client will be responsible for obtaining and holding all consents, licences, permits and other similar instruments applicable to material it supplies to Localight for incorporation into the Work, including without limitation copyrights, trademarks, logos, patents and all such similar instruments.

5.8 The client warrants and represents to Localight that any element of text, graphics, photos, designs, trademarks or other material supplied to Localight for inclusion in the Work are owned by the client, or that the client has permission from the rightful owner to use each of these elements and that Localight use of such material shall not infringe the intellectual property rights of any third party.

5.9 Without prejudice to its rights in terms of Clause 9 hereof, Localight is entitled to suspend or terminate the client's use of the Service if the client fails to comply with any of its obligations under clauses 4, 5 or 6 herein.

5.10 The Client agrees to provide Localight with all necessary information required as stated in the Platform.

5.11 Localight may terminate provision of the Service immediately if the Client becomes insolvent or put into liquidation or otherwise ceases to carry on business.

5.12 The Client is responsible for revision of content including checking of grammar and spelling mistakes or content incorrectly worded or phased.

5.13 The Client is responsible for gaining permission to use Intellectual Property not owned by the Client. Localight takes no responsibility for such undertakings.

5.14 In the event of the Client ordering directly from 3rd parties, Localight is not responsible for renewing services.

5.15 Localight owns all business listings within the Platform, aside from intellectual property owned by the Client, and the Client has no right to ownership of a listing at any point during or post contract.

5.16 The Client will register the business with Google and allow suitable access to Google My Business.

5.17 Due to the nature of the Service, no refund is required by Localight or entitled to by the Client.

6. Changes

6.1 Should the Client require a change in the nature, scope or timing of the Service or in or any other aspect of this Agreement, such change shall be requested in writing.

7. Termination

7.1 Localight shall be entitled to suspend the Service in accordance with clause 5.11.

7.2 Without prejudice to any other rights to which it may be entitled, Localight may terminate provision or use of the Service respectively with immediate effect if the Client commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the Client being notified by Localight of the breach and of Localight intention to terminate unless the breach is remedied.

7.3 Localight may terminate provision of the Service immediately if the Client becomes insolvent or put into liquidation or otherwise ceases to carry on business.

7.4 Localight will not tolerate Clients being rude or offensive or otherwise abusing Localight's Service in any way and reserves the right to terminate the Service with immediate effect as a result of such behaviour (at Localight's discretion).

7.5 Localight reserves the right to terminate if the Client fails to adhere to Federal Trade Commission and Bureau of Consumer Protection’s guidelines and requirements.

7.6 Localight will accommodate Client requests to suspend services for a maximum of 14 days only, (at the discretion of Localight).

7.7 Where the Client has contracted for our Services directly from Localight, we will automatically continue to supply services on a monthly basis unless otherwise instructed by you the Client.

7.8 If the Client fails to pay for Services, Localight reserves the right to terminate services, unless fees are otherwise waived through partnership agreements.

7.9 The contract is 30 days in duration, to terminate the Client should give Localight 30 days notice to terminate the Service by emailing us at [email protected].

7.10 With regard to the Website Content after cancellation of Services please note:

7.10.1 all Client data will be destroyed after 6 months from cancellation.

8. Warranty given by Localight Inc.

8.1 Localight undertakes to use reasonable skill and care in providing the Service as described on the Platform.

9. Disclaimer and Limitation of Liability

9.1 The Client uses the Service at its own risk and in no event shall Localight be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Localight negligence) including, but not limited to, loss of profits, loss of contracts, change in Clients business circumstances, business interruptions, loss of or corruption of data or the Client's inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.

9.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Localight becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from Localight's negligence) or otherwise, will not exceed the total charges paid by the Client in the one month preceding such liability arising.

9.3 The Client must make every effort to secure their Client’s name and Passwords, and should not under any circumstance disclose their Client’s name and Password details to a 3rd party or by an email request. Localight, nor its directors, employees or representatives will be liable for damages arising out of or in connection with the use of this Platform or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind.

9.4 It is the Client’s responsibility to maintain an up to date Browser, firewall or anti-virus and anti-spyware software. The Client must protect their Computer and ensure they update all security software by downloading the latest security patches from relevant software provider.

9.5 Localight cannot guarantee 100% uptime and endeavour’s to provide Services as described on the Platform.

9.6 Localight is not responsible for the Client making sales from their place of business or from their website or for failure to do so.

9.7 Localight is not responsible for third party mistakes or external delays and will not accept delay in payment for the Service from the Client as a result of such circumstances.

9.8 The Client is responsible for meeting deadlines with regards to posting content and launching Offers or Upsells.

10. Force Majeure

10.1 Localight shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Service, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:

10.1.1 act of god, explosion, flood, tornado, hurricane, fire, accident, weather, theft, war, strike, riot, epidemic or pandemic.

10.1.2 technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of 3rd party against agreed commitments including postal delivery services and local delivery services.

11. Statutory Information

This Platform is owned and operated by:

Localight Inc.

registered office at

1355 Loma Ave #305,

Long Beach, CA,

90804,

United States

13. Assignation

13.1 Localight shall be entitled to subcontract, assign or transfer our obligations or rights to a competent third party or to any associated company whether in whole or in part. The Client may not assign or transfer any of your rights or obligations without our written consent.

14. General

14.1 These terms and conditions contain all the terms of your agreement with us relating to your use of this Platform and of the Service. No other written or oral statement (including statements in any brochure or promotional literature published by us) will be incorporated. Your use of this Platform, any downloaded material from it and the operation of these Conditions shall be governed by, construed and interpreted in accordance with United States laws and you agree to submit to the non-exclusive jurisdiction of the United States of America.

14.2 Failure or delay by Localight in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

14.3 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.