Terms of Service
1. Account Terms
- To access and use the Services, you must register for a FreshLocal account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. FreshLocal may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by FreshLocal for the purposes of carrying on a business activity and not for any personal, household or family purpose.
- You acknowledge that FreshLocal will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
- You are responsible for keeping your password secure. FreshLocal cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of FreshLocal may result in an immediate termination of your Services.
2. Account Activation
2.1 Store Owner
- Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service.
- If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Your FreshLocal Store can only be associated with one Store Owner. A Store Owner may have multiple FreshLocal Stores. “Store” means the online store or physical retail location(s) associated with the Account.
2.2 Staff Accounts
- Based on your FreshLocal pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
- The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions or defaults.
- The Store Owner and the users under Staff Accounts are each referred to as a “FreshLocal User”.
2.3 PayPal Express Checkout and FreshLocal Payments Accounts
- Upon completion of sign up for the Service, FreshLocal will create a PayPal Express Checkout account on your behalf, using your email address. Depending on your location, FreshLocal may also create a FreshLocal Payments account on your behalf.
- You acknowledge that PayPal Express Checkout and/or FreshLocal Payments will be your default payments gateway(s) and that it is your sole responsibility as the Store Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, PayPal Express Checkout is a Third Party Service, as defined in Section 16 of these Terms of Service.
2.4 Apple Pay for Safari Account
- Upon completion of sign up for the Service, FreshLocal will create an Apple Pay for Safari (“Apple Pay”) account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location, FreshLocal may activate your Apple Pay account on your behalf, otherwise you will be required to activate your Apple Pay account within your Account admin. If you do not wish to keep your Apple Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Apple Pay is a Third Party Service, as defined in Section 16 of these Terms of Service.
- If you use an Apple Pay supported payment gateway and your customers have enabled Apple Pay on their device, customers may purchase goods and services from your Store using Apple Pay.
- By using Apple Pay on your Store, you are agreeing to be bound by the Apple Pay Platform Web Merchant Terms and Conditions, as they may be amended by Apple from time to time. If Apple amends the Apple Pay Platform Web Merchant Terms and Conditions, the amended and restated version will be posted here: https://www.freshlocal.us/legal/apple-pay. Such amendments to the Apple Pay Platform Web Merchant Terms are effective as of the date of posting. Your continued use of Apple Pay on your Store after the amended Apple Pay Platform Web Merchant Terms are posted constitutes your agreement to, and acceptance of, the amended Apple Pay Platform Web Merchant Terms. If you do not agree to any changes to the Apple Pay Platform Web Merchant Terms, de-activate your Apple Pay account and do not continue to use Apple Pay on your Store.
2.5 Google Payment
Upon completion of sign up for the Service, if you have been enrolled in FreshLocal Payments, FreshLocal will also create a Google Payment account on your behalf. If you do not wish to keep your Google Payment account active, it is your responsibility to deactivate it. For the avoidance of doubt, Google Payment is a Third Party Service, as defined in Section 16 of these Terms of Service.
If you use a Google Payment supported payment gateway and your customers have enabled Google Payment, customers may purchase goods and services from your Store using Google Payment.
By using Google Payment on your Store, you are agreeing to be bound by the Google Payment API Terms of Service, as they may be amended by Google from time to time. If Google amends the Google Payment API Terms of Service, the amended and restated version will be posted here: https://payments.developers.google.com/terms/sellertos. Such amendments to the Google Payment API Terms of Service are effective as of the date of posting. Your continued use of Google Payment on your Store after the amended Google Payment API Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Google Payment API Terms of Service. If you do not agree to any changes to the Google Payment API Terms of Service, de-activate your Google Payment account and do not continue to use Google Payment on your Store.
2.6 Domain Names
- Upon purchasing a domain name through FreshLocal, domain registration will be preset to automatically renew each year so long as your FreshLocal Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
3. General Conditions
- Technical support in respect of the Services is only provided to FreshLocal Users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that FreshLocal may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on FreshLocal’s website, available at https://www.freshlocal.us/legal/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to FreshLocal’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the FreshLocal Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by FreshLocal.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use FreshLocal or FreshLocal trademarks and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to FreshLocal Support.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
- The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with these Terms of Service, Nexmo Inc.'s Acceptable Use Policy, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and FreshLocal’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.freshlocal.us/legal/terms will prevail.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. FreshLocal shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without FreshLocal’s prior written consent, to be given or withheld in FreshLocal’s sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
- Sections 1, 3(2)-(5), 4, 6-8, 13-14, 16(9)-(11), 18, 20 and 21 will survive the termination or expiration of these Terms of Service.
4. FreshLocal Contracting Party
If the billing address of your Store is located in the United States or Canada, this Section 4(1) applies to you:
a. “FreshLocal Contracting Party” means FreshLocal LLC., a Canadian corporation, with offices located at 30 N. Gould St., STE 4000, Sheridan, Wyhoming, 85801.
b. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
If the billing address of your Store is located in the Asia Pacific region (including Australia, New Zealand, China, Japan, Singapore), this Section 4(2) applies to you:
a. “FreshLocal Contracting Party” means FreshLocal Commerce Singapore Pte. Ltd, a corporation formed under the laws of Singapore, with offices located at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.
b. The parties irrevocably agree that the courts of Singapore are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service and that accordingly any proceedings arising out of or in connection with the Terms of Service shall be brought in such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
If the billing address of your Store is located in EMEA region or other jurisdictions not listed in Section 4(1) or 4(2), including Europe and Russia, the Middle East, Africa, South America, Caribbean, or Mexico this Section 4(3) applies to you:
a. “FreshLocal Contracting Party” means FreshLocal International Limited, a private company limited by shares, incorporated in Ireland under registration number 560279, with its registered offices located at 2nd Floor Victoria Buildings, 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland, VAT number IE 3347697KH and its website is at https://www.freshlocal.us/.
b. You irrevocably and unconditionally agree to submit to the jurisdiction of Irish courts, which have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms of Service and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action or proceeding has been brought by FreshLocal in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
5. FreshLocal Rights
- We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any FreshLocal customer, FreshLocal employee, member, or officer will result in immediate Account termination.
- FreshLocal does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that FreshLocal employees and contractors may also be FreshLocal customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
- FreshLocal retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, FreshLocal reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. FreshLocal’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
7. Limitation of Liability
- You expressly understand and agree that, to the extent permitted by applicable laws, FreshLocal shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
- To the extent permitted by applicable laws, in no event shall FreshLocal or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, FreshLocal partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
- Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- FreshLocal does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- FreshLocal does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- FreshLocal does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
8. Waiver and Complete Agreement
The failure of FreshLocal to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and FreshLocal and govern your use of the Services and your Account, superseding any prior agreements between you and FreshLocal (including, but not limited to, any prior versions of the Terms of Service).
9. Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the Materials you provide to the FreshLocal Service. All Materials you upload remains yours. You can remove your FreshLocal Store at any time by deleting your Account.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow FreshLocal to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that FreshLocal can, at any time, review and delete all the Materials submitted to its Service, although FreshLocal is not obligated to do so.
- You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
- FreshLocal shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.
10. POS Services
In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the FreshLocal POS software (“POS Software”), the FreshLocal POS website, located at https://www.freshlocal.us/pos, programs, documentation, apps, tools, internet-based services and components, FreshLocal’s POS hardware (“POS Equipment”) and any updates thereto provided to you by FreshLocal.
- Access to and use of the POS Services requires that you have an active and valid Account.
- If your POS Services are enabled with FreshLocal Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must be the same as that used for your Online Services, if applicable.
- You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).
- You agree to use the POS Services in accordance with all procedures that may be provided by FreshLocal from time to time.
- While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.
- POS Equipment is purchased, and not leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement, located at https://www.freshlocal.us/legal/notice. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. POS Equipment is subject to our Return Policy, which can be found at https://hardware.freshlocal.us/pages/return-policy. Returns and refunds are not available for the Chip & Swipe Reader, Swipe (Audio Jack) and physical gift cards purchased from the FreshLocal Hardware Store.
- The Fees for POS Services shall be determined based on the number of locations at which you are using the POS Services. Locations are defined by business address and are used for associating orders with a specific business address. Locations are added through the FreshLocal web administrative console associated with your Account. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular billing cycle. In the event of any discrepancy between the number of locations added by you through the FreshLocal web administrative console and the number of locations detected by FreshLocal, the number of locations detected by FreshLocal shall be deemed to be correct.
11. FreshLocal Shipping
If you are located in either Canada or the United States, you can purchase shipping labels from within your FreshLocal administrative console (“FreshLocal Shipping”) for delivery of goods purchased from your FreshLocal Store. In addition to these Terms of Service, your access to and use of FreshLocal Shipping is subject to the FreshLocal Shipping Terms of Service, located at (a) https://www.freshlocal.us/legal/terms-shipping-us if you are located in the United States; and (b) https://www.freshlocal.us/legal/terms-shipping-ca, if you are located in Canada.
12. Theme Store
- You may establish the appearance of your FreshLocal Store with a design template from FreshLocal’s Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single Store only. You are free to transfer a Theme to a second one of your own Stores if you close your first Store. To initiate a transfer of a Theme to a second one of your Stores, please contact FreshLocal Support. You are not permitted to transfer or sell a Theme to any other person’s Store on FreshLocal or elsewhere. Multiple Stores require multiple downloads and each download is subject to the applicable fee. FreshLocal gives no assurance that a particular Theme will remain available for additional downloads.
- You may modify the Theme to suit your Store. FreshLocal may add or modify the footer in a Theme that refers to FreshLocal at its discretion. FreshLocal may modify the Theme where it contains, in our sole discretion, an element that violates the FreshLocal AUP or other provisions of the Terms of Service, even if you received the Theme in that condition. FreshLocal may modify the Theme to reflect technical changes and updates as required.
- The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and, without prejudice to our other rights or remedies, FreshLocal may take administrative action such as modifying your Store or closing your Store.
- Technical support for a Theme is the responsibility of the designer, and FreshLocal accepts no responsibility to provide such support. FreshLocal may be able to help you contact the designer.
- It is the responsibility of the user, and not FreshLocal, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.
13. Payment of Fees
- You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than FreshLocal Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as FreshLocal Payments, POS Equipment, shipping, apps, Themes, domain names, Experts Marketplace, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
- You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. FreshLocal will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and FreshLocal will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
- Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at FreshLocal’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the email provided. As well, an invoice will appear on the Account page of your Store’s administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
- If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, FreshLocal reserves the right to terminate your Account.
- All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of FreshLocal’s products and services. To the extent that FreshLocal charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to FreshLocal of your exemption. If you are not charged Taxes by FreshLocal, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
- For the avoidance of doubt, all sums payable by you to FreshLocal under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by FreshLocal to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. FreshLocal shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
- You must maintain an accurate location in the administration menu of your FreshLocal Store. If you change jurisdictions you must promptly update your location in the administration menu.
- FreshLocal does not provide refunds.
14. Cancellation and Termination
- You may cancel your Account and terminate the Terms of Service at any time by contacting FreshLocal Support and then following the specific instructions indicated to you in FreshLocal’s response.
- Upon termination of the Services by either party for any reason:
- FreshLocal will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to FreshLocal for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Store website will be taken offline.
- If you purchased a domain name through FreshLocal, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
- If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the FreshLocal Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Fraud: Without limiting any other remedies, FreshLocal may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
15. Modifications to the Service and Prices
- Prices for using the Services are subject to change upon 30 days’ notice from FreshLocal. Such notice may be provided at any time by posting the changes to the FreshLocal Site (freshlocal.us) or the administration menu of your FreshLocal Store via an announcement.
- FreshLocal reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
- FreshLocal shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
16. Third Party Services, Experts, and Experts Marketplace
- FreshLocal may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the FreshLocal App Store, or Experts Marketplace. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
- FreshLocal Experts is an online directory of independent third parties (“Experts”) that can help you build and operate your FreshLocal Store.
- You can engage and work with an Expert directly or through Experts Marketplace. Experts Marketplace provides you with recommendations on Experts that can assist you with different aspects of your Store. Using Experts Marketplace, you can find, hire, and communicate with Experts directly from your Account admin.
- Any use by you of Third Party Services offered through the Services, FreshLocal Experts, Experts Marketplace or FreshLocal’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, FreshLocal may receive a revenue share from Third Party Providers that FreshLocal recommends to you or that you otherwise engage through your use of the Services, FreshLocal Experts, Experts Marketplace or FreshLocal’s website.
- We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that FreshLocal has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on FreshLocal’s websites, including the FreshLocal App Store or Experts Marketplace, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with FreshLocal. FreshLocal does not guarantee the availability of Third Party Services and you acknowledge that FreshLocal may disable access to any Third Party Services at any time in its sole discretion and without notice to you. FreshLocal is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. FreshLocal strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
- If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. FreshLocal is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
- You acknowledge and agree that: (i) by submitting a request for assistance or other information through Experts Marketplace, you consent to being contacted by one or more Experts at the Store Owner’s registered email address (or such other email address provided by you) as well as the applicable user email address; and (ii) FreshLocal will receive all email communications exchanged via Experts Marketplace or in any reply emails (each a “Reply”) that originate from Experts Marketplace (directly or indirectly) between yourself and Experts. You further agree that FreshLocal may share your contact details and the background information that you submit via the Experts Marketplace with Experts. Experts may require access to certain admin pages on your FreshLocal Store. You choose the pages that the Experts can access.
- The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and FreshLocal is not obligated to intervene in any dispute arising between you and a Third Party Provider.
- Under no circumstances shall FreshLocal be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations shall apply even if FreshLocal has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
- You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, FreshLocal partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
17. Beta Services
From time to time, FreshLocal may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which FreshLocal will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered FreshLocal Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without FreshLocal’s prior written consent. FreshLocal makes no representations or warranties that the Beta Services will function. FreshLocal may discontinue the Beta Services at any time in its sole discretion. FreshLocal will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. FreshLocal may change or not release a final or commercial version of a Beta Service in our sole discretion.
18. Feedback and Reviews
FreshLocal welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback") to FreshLocal be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to FreshLocal (whether submitted directly to FreshLocal or posted on any FreshLocal hosted forum or page), you waive any and all rights in the Feedback and that FreshLocal is free to implement and use the Feedback if desired, as provided by you or as modified by FreshLocal, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to FreshLocal must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. FreshLocal reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
19. DMCA Notice and Takedown Procedure
FreshLocal supports the protection of intellectual property and asks FreshLocal merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to FreshLocal’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.
20. Rights of Third Parties
Save for FreshLocal and its affiliates, FreshLocal Users or anyone accessing FreshLocal Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
21. Privacy & Data Protection
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, FreshLocal’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
30 N. Gould St. STE 4000
Sheridan, Wyhoming, 85801