1. Using Local Shops

a. Who can use Local Shops

You may use Local Shops only if you can form a binding contract with Local Shops, and only in compliance with these Terms and all applicable laws. When you create your Local Shops account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 13 is prohibited. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. Local Shops may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Local Shops products, and these Terms will apply to such upgrades.

b. Our license to you

Subject to these Terms and our policies we grant you a limited, non-exclusive, non-transferable, and revocable license to use Local Shops.

c. Commercial use of Local Shops

If you want to use Local Shops for business purposes you must create a Merchant account. Once you have signed up for a Merchant account, you can create product listings that represent your business and business's products.

2. Your Content

a. Posting content

Local Shops allows you to post content, including photos, video, links and other materials. Anything that you post or otherwise make available on our Products page is referred to as "User Content." **You retain all rights in, and are solely responsible for, the User Content you post to Local Shops.** By using Local Shops, you represent and warrant that you are the owner of, and/or have the right to use the product(s) that you display on Local Shops. For images of your products, this applies to the access of those images from the hard drive of your computer, from your mobile device or through your Facebook, Instagram, YouTube, Dropbox (or similar) account. Professional images that are provided to you by professional photographers or made available through websites, magazines, books or other resources may not be used through the Product without expressed consent of the copyright holder. If your accepted User Content was taken with an unmanned aerial vehicle (drone) or other unmanned device, you represent and warrant that you have adhered with all local laws and access requirements in the operation of the drone and capture of the accepted User Content, including any necessary licenses, permissions and permits to own and operate such unmanned device.

b. How you, Local Shops and other members can use your content

By using Local Shops, you grant Local Shops a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to store, display, save, create derivative works (i.e. marketing images) and distribute your User Content on Local Shops solely for the purposes of operating, developing, providing, and using Local Shops. We reserve the right to remove User Content for any reason, including User Content that we believe violates these Terms or our policies. **Local Shops does not claim ownership rights in any of the digital images that you access, use, create or modify using Local Shops (the “Materials”).**

For the sole purpose of allowing Local Shops to display your product, including enabling us to display your photos and media through the Local Shops (for example, in Product Listings), you grant to Local Shops a non-exclusive, royalty-free license to use, copy, distribute and display those Materials (the “Materials License”), and the right to use your name in connection with the Materials. Local Shops use, copying, distribution and/or display of any Materials in connection with such Materials License shall be subject to Local Shops privacy policy, available at [localshops.com](http://localshops.com/) in the footer. For the avoidance of doubt, Local Shops will not, without your prior consent, use, display or modify any of your Materials other than in accordance with any activity initiated by you. Materials may be used by Local Shops for the purpose of advertising or promoting our Product to potential members.

Your use of the Product must not infringe the legal rights of any other person (including privacy and personality rights, copyright, trademark, trade secret, patent, moral rights, and other proprietary rights). You may not use Local Shops in any manner that may be indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others, or that may otherwise be objectionable. This prohibition extends to the posting, printing, transmitting or communicating of any Materials that depict, encourage, indicate, advocate or tend to incite any such conduct. You may not use Local Shops in any way that is harmful to minors, including but not limited to, accessing, using or printing content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct. Your use of Local Shops must not dilute or depreciate the name and reputation of Local Shops, its affiliates and/or associates.

You may not use Local Shops in any manner that invades or infringes the privacy of any other person. You represent and warrant to Local Shops that Local Shops use of the Materials, as contemplated herein, does not and will not violate or infringe the rights (including copyright, moral rights, and other intellectual property rights and privacy and personality rights) of any other person or any applicable laws; and you have all the rights necessary to grant all permissions, rights and licenses set forth above. You also agree not to use Local Shops in any manner that could damage, disable, overburden, or impair Local Shops or interfere with any other party's use and enjoyment of Local Shops. You also agree not to attempt to gain unauthorized access to any other Local Shops member accounts, computer systems or networks associated with Local Shops. You also agree not to obtain or attempt to obtain any Materials or information through any means not intentionally made available or provided for through Local Shops.

c. How long we keep your content

You may not use Local Shops in any manner that invades or infringes the privacy of any other person. You represent and warrant to Local Shops that Local Shops use of the Materials, as contemplated herein, does not and will not violate or infringe the rights (including copyright, moral rights, and other intellectual property rights and privacy and personality rights) of any other person or any applicable laws; and you have all the rights necessary to grant all permissions, rights and licenses set forth above. You also agree not to use Local Shops in any manner that could damage, disable, overburden, or impair Local Shops or interfere with any other party's use and enjoyment of Local Shops. You also agree not to attempt to gain unauthorized access to any other Local Shops member accounts, computer systems or networks associated with Local Shops. You also agree not to obtain or attempt to obtain any Materials or information through any means not intentionally made available or provided for through Local Shops.

d. Feedback you provide

We value hearing from our users, and are always interested in learning about ways we can make Local Shops better. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Local Shops does not waive any rights to use similar or related feedback previously known to Local Shops, or developed by its employees, or obtained from sources other than you.

3. Copyright Policy

Local Shops has adopted and implemented the Local Shops Copyright Policy in accordance with the Digital Millennium Copyright Act and other applicable copyright laws. For more information, please contact us through our contact form located on localshops.com.

4. Security

We care about the security of our users. While we work to protect the security of your content and account, Local Shops cannot guarantee that unauthorized third parties will not be able to defeat our security measures. We ask that you keep your password secure. Please notify us immediately of any compromise or unauthorized use of your account.

5. Third-party links, sites, and services

Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Local Shops. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service, or content from Local Shops, you do so at your own risk and you agree that Local Shops will have no liability arising from your use of or access to any third-party website, service, or content.

6. Termination

Local Shops may terminate or suspend this license at any time, with or without cause or notice to you. Upon termination, you continue to be bound by Sections 2 and 6-12 of these Terms.

7. Indemnity

If you use our Products for commercial purposes without agreeing to our Terms as determined in our sole and absolute discretion, you agree to indemnify and hold harmless Local Shops and its respective officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.

8. Disclaimers

The Products and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

LOCAL SHOPS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Local Shops takes no responsibility and assumes no liability for any User Content that you or any other user or third-party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOCAL SHOPS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL LOCAL SHOPS AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS EXCEED ONE HUNDRED CANADIAN DOLLARS (CDN $100.00).

10. Arbitration

For any dispute you have with Local Shops, you agree to first contact us and attempt to resolve the dispute with us informally. If Local Shops has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration, except as provided herein. Unless you and Local Shops agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any filing, administrative and arbitrator fees, except that Local Shops will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LOCAL SHOPS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

To the extent any claim, dispute or controversy regarding Local Shops or our Products isn’t arbitrable under applicable laws or otherwise: you and Local Shops both agree that any claim or dispute regarding Local Shops will be resolved exclusively in accordance with Clause 11 of these Terms.

11. Governing law and jurisdiction

These Terms shall be governed by the laws of the Province of Alberta, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a provincial court located in Calgary, Alberta, Canada for any actions not subject to Section 10 (Arbitration).

12. General Terms

Notification procedures and changes to these Terms

Local Shops reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using Local Shops Product and Services.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Local Shops without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Entire agreement/severability

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Local Shops in connection with the Products, shall constitute the entire agreement between you and Local Shops concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Local Shops failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Parties

Local Shops is a worldwide service and our reference to Local Shops in these Terms includes Local Shops and all of its worldwide subsidiaries. If you live in Canada or outside of Canada, these Terms are a contract between you and Local Shops, 421 7 Ave SW #1600, Calgary, AB T2P 4K9.

Copyright on Local Shops

Local Shops respects the intellectual property rights of others and we expect people on Local Shops to do the same. It’s our policy—in appropriate circumstances and at our discretion—to disable or terminate the accounts of people who repeatedly infringe or are repeatedly charged with infringing copyrights or other intellectual property rights.

We’ll respond quickly to claims of copyright infringement on Local Shops that are reported to us.

If you’re a copyright owner or authorized to act on behalf of one, you can report alleged copyright infringements on Local Shops, and we’ll take whatever action we think is appropriate, which may include removing the reported content from Local Shops. If we remove content in response, we may notify the person who saved it on Local Shops so they have the opportunity to send a counter-notice. We may also send a complete copy of the notice to others, as appropriate.

Submit a copyright complaint

To submit a notice, please provide the below information:

1. Identify the copyrighted work you believe has been infringed. If you’re reporting multiple copyrighted works, you can provide a representative list of those copyrighted works.

2. Identify the content on Local Shops you claim to be infringing your rights, including the information we need to help us find it, like the URL to the page on Local Shops.

3. Provide your mailing address, phone number and email address.

4. Include both of these statements in the body of your notice:

  1. "I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (for example, as a fair use)."

  2. "I hereby state that the information in this notice is accurate and, under penalty of perjury, that I’m the owner, or authorized to act on behalf of the owner of the copyright or of an exclusive right under the copyright that’s allegedly infringed."

5. Include your full legal name and your electronic or physical signature (for example, by typing your full name).

If the work you’re reporting is an accepted form of media on our Product, you can ask for all copies of that media (image, video, PDF, Word Document etc.) to be removed. At the beginning of your notice, just ask us to “remove all copied media.” Please note that we can only remove identical copies of media. If a media file has been resized or altered, we won’t be able to find or remove it.

Send your completed notice to:

Local Shops 421 7 Ave SW #1600 Calgary, AB, Canada T2P 4K9

Email: please use our submission form under the “Contact” link.

What if I get a copyright complaint notification?

If you’ve gotten a notification that one of your Product Listings, Pictures or Profiles has been removed for a copyright complaint, it means the content owner asked us to remove it. If you want us to forward the information from the copyright complaint notification, just email us to let us know (we may remove some personal contact information).

If your account gets too many copyright complaints, you could lose the ability to save Products Listings on Local Shops, or we may disable your account altogether.

If you think we made a mistake removing your content, you can file a counter-notice. When we get a valid counter-notice, we’ll remove the complaint from your account's record.

Note: There are legal and financial consequences for fraudulent or bad faith counter-notices. Before submitting a counter-notice, make sure you have a good faith belief that we removed the content in error, and that you understand the repercussions of submitting a false claim.

How to file a counter-notice

Email your counter-notice to us and include all of the following:

1. Your name, address and phone number.

2. The web address of the content we removed (copy and paste the link from the notification email).

3. A statement under penalty of perjury that you have a good faith belief that the content was removed in error.

4. A statement that you consent to the jurisdiction of Supreme Court for the judicial district in which your address is located, or if your address is outside of Canada, for any judicial district in which Local Shops may be found, and that you’ll accept service of process from the person who provided the original complaint.

5. A physical or electronic signature (for example, by typing your full name).