Last modified: May 23, 2023
These terms and conditions outline the rules and regulations for the use of LocalFi LLC’s Website, products, and services, located at localfiseo.com (the “Website”).
PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE PROCEEDING. LOCALFI LLC (“LOCALFI”) PROVIDES SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS” BOX OR USING THE WEBSITE, SYSTEM, OR SERVICES (“WEBSITE”), YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITION LISTED HEREIN.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE WEBSITE.
The following terminology applies to these Terms and Conditions, Privacy Statement, and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company, LocalFi LLC (and any subsidiaries). “Party”, “Parties”, or “Us”, refers to both you and LocalFi. “Customer Content” is defined as all location data and other information or content that is made available to LocalFi in connection with the use of the Website. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
LocalFi, LLC (“LocalFi”) is a website and application developed to enable users more freedom and access to various SEO marketing services, applications, and systems. This Website is developed and operated by LocalFi LLC, a limited liability company in the State of Arizona, USA. Unless otherwise stated, LocalFi and/or its licensors own the intellectual property rights for any and all material on the Website. All intellectual property rights, title, and interests are reserved, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of LocalFi. You may access the Website from your computer or personal device subject to the restrictions set in these terms and conditions.
You shall not:
- Republish material from the Website; or
- Sell, rent, or sub-license material from the Website; or
- Reproduce, duplicate, or copy material from the Website; or
- Redistribute content from the Website; or
- Violate any terms listed herein.
Intellectual Property Ownership
All written reports, summaries, analyses, memoranda, spreadsheets, or other tangible work product prepared by LocalFi in connection with the provision of any services hereunder will be owned exclusively by LocalFi, unless stated otherwise. In addition, LocalFi hereby grants to You a non-exclusive, royalty-free right and license to use the Work Product, but only for internal business purposes and not for sale, resale, or use by third-parties. LocalFi may revoke this license if You breach any terms of this Agreement. The ideas, methods, concepts, know-how, techniques, inventions, developments, processes, discoveries, improvements, and other information relating to the Services developed during the course of this Agreement by LocalFi (collectively, “Residuals”) will be owned by LocalFi and may be used by LocalFi, without any obligation to account, in any way that it deems appropriate, including by or for its other clients. Accordingly, subject to any confidentiality obligations of LocalFi hereunder, nothing in this Agreement will preclude or limit LocalFi from providing services and/or deliverables for other clients, irrespective of the possible similarity thereof to materials which might be delivered to You.
Monthly. Prior to each month of usage, You shall be charged a monthly membership fee (plus any applicable taxes), as stipulated herein, for an ongoing/recurring payment plan. Therefore, the membership fee shall automatically renew each month, unless terminated pursuant to the terms listed herein.
Every 6 Months. Prior to each 6 months of usage, You shall be charged a membership fee equaling 6 months of usage (plus any applicable taxes), as stipulated herein, for an ongoing/recurring payment plan. Therefore, the membership fee shall automatically renew each month, unless terminated pursuant to the terms listed herein. Your 6-month membership may be eligible for a credit equal to one month’s worth of membership fees.
You acknowledge that the timing of when You are billed may vary, including if your membership began on a day not contained in a given month (e.g. if membership began on January 31, Your next payment would be February 28). We reserve the right to change Our pricing at any time. All fees are non-refundable.
Your membership may be terminated at any time prior to the billing of any fees. If termination occurs during a paid membership month, You will retain access to the Website through the paid membership month. The Website and its contents are licensed, not sold or transferred to You, and LocalFi and its licensors retain ownership of all copies of the Website and content even after installation on Your devices.
If applicable, You are responsible for providing accurate and complete payment information to LocalFi. If payment is by credit or debit card, You are warranting that You are duly authorized to use of the credit or debit card. In the event of an unauthorized use of a credit or debit card, LocalFi shall have the right to terminate or suspend Your license or licenses.
LocalFi may provide training (whether live, or pre-recorded), containing various instructions supporting LocalFi’s services or products (the “Training”) to paying members. All Training shall be provided “as-is” and is for educational purposes only. LocalFi disclaims any and all warranties of merchantability or fitness for a particular purpose. You understand and recognize that search engine optimization is an ever-growing and changing practice. Therefore, LocalFi does not guarantee that all Training includes the most recent information, as guarantees such as these are impossible in this situation. In addition to any rights reserved herein, LocalFi grants You a nonexclusive, nontransferable, revocable license to access and use our copyrighted Training and any associated materials solely for Your own personal and non-commercial use.
You acknowledge and agree, and shall ensure that Your customers acknowledge and agree that (i) LocalFi’s Website may involve distribution of Customer Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). You further acknowledge and agree that (ii) all Customer Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (iii) LocalFi does not guarantee that any Customer Content will be displayed on any Publisher Site and (iv) the appearance and/or location of any Customer Content placement may change at any time.
You are solely and exclusively responsible for providing accurate and complete information about Your company while using the Website. LocalFi disclaims any and all liability for inaccurate or incomplete information, and You recognize that the quality of the information provided by You is directly correlated with the quality of the information that may appear on a Publisher’s website.
Term and Termination
You may terminate this agreement at any time by emailing info(at)localfiseo.com with a request to cancel. Your cancellation will activate at the end of your current monthly billing cycle. LocalFi may terminate this Agreement or suspend Services or Website immediately upon written notice to You if: (i) You are engaged in or ask LocalFi to engage in or ignore any illegal or unethical activity; (ii) You fail to pay any amounts due to LocalFi when due; or (iii) You mistreat, abuse, or harass LocalFi or any of its employees, contractors, or vendors. This Agreement shall remain in effect until terminated by you or LocalFi. LocalFi may, in its sole discretion, at any time and for any or no reason, suspend or terminate Your access with or without prior notice. In the event you fail to comply with any provisions listed herein, Your access will terminate immediately without prior notice from LocalFi.
Upon termination of this Agreement, You shall cease utilizing any membership-paid portions of the Website and delete all copies of the Website from your devices or from your desktop. LocalFi disclaims any and all liability for any actions taken by Publishers or other third parties upon the termination of Your membership and use of the Website. Because the Website assists in providing accurate information regarding Your company with any listing or indexing third-party Publishers, ceasing Your use of the Website may cause Your Company’s information to appear incorrectly or not at all.
The expiration or termination of this Agreement will not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), confidentiality, governing law, arbitration, and limitation of liability.
iFrames and Restrictions on Use
Upon registration, You will choose a username and password. You will not permit anyone else to use your username or password. Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website. You may not use the Website and/or its data, content, and services for any unlawful purpose. Except as expressly allowed by a separate licensing agreement for particular data and content, You agree not to, and will not permit others to copy, reproduce, publish, broadcast, transmit, modify, adapt, reverse engineer, disassemble, decompile, decode, create derivative works from the table and content, store, archive, publicly display or in any way commercially exploit any of LocalFi’s data and content. You acknowledge that any trademark and/or copyright of any Website system table and content is strictly forbidden and may be used only with the prior written consent of LocalFi. You also acknowledge that the Website system table and content is provided under license, and not sold, to You. You do not acquire ownership interest in LocalFi under this Agreement, or any other rights to the LocalFi Website system table and content other than to use the system in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. LocalFi has the right under both applicable law and under these Terms and Conditions to restrict the types of use You can make of the LocalFi system table and content.
We shall not be held responsible for any content that appears on any linked Website. You agree to indemnify, defend, and hold us harmless against all claims that arise on your own website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.
Our Website may contain links to third-party websites, products, or services that are not owned or controlled by LocalFi. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites, products, or services. We do not warrant the offerings of any of these entities/individuals or their websites, products, or services.
You acknowledge and agree that LocalFi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party websites, products, or services that You visit.
Reservation of Rights
LocalFi reserves the right, at its sole discretion, to modify or replace these Terms and Conditions from time to time as it deems appropriate and will publish any changes on the Website. You should check the Website periodically for changes and if You do not agree to such changes, You must cease using the Website.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our Website and the use of this Website. Except as otherwise expressly set forth herein, it is understood that LocalFi does not have a contractual obligation to You other than to provide the Website using commercially reasonable efforts in accordance with industry standards. You acknowledge that any information, including any resources delivered through LocalFi’s proprietary information, softwares, and technology system, will be provided by LocalFi as a tool to be used in the discretion of You. LocalFi will not be responsible for any action taken by You in following or declining to follow any of LocalFi’s advice or recommendations. LocalFi disclaims all other warranties, whether express, implied, or statutory. Without limiting the foregoing, LocalFi makes no representation or warranty as to the accuracy or reliability projections, certifications, opinions, representations, or any other information prepared or made by LocalFi (collectively, the “Information”) even if derived from LocalFi’s intellectual capital. LocalFi will not be liable for any claims of reliance on the Information or that the Information does not comply with federal, state, or local laws or regulations. LocalFi makes no guarantees and nothing provided to You may be construed as a promise or guarantee of any particular result. No guarantees are possible in matters such as this. The Website is for the sole benefit of You and not any unnamed third parties, unless otherwise stated herein.
Nothing in this disclaimer will:
- limit or exclude our or your liability for death or personal injury;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.
Our liability to You under this Agreement shall not exceed an amount of money equaling any fees paid by You to Us directly. As long as the Website and the information and services on the Website are provided free of charge, we will not be liable for any loss or damage of any nature.
You have reviewed Google’s Terms and Conditions and Business Profile Additional Terms and Conditions before linking the software provided to Your GMB account. You agree that LocalFi will not be held responsible for any issues arising from Google suspending Your GMB accounts.
LOCALFI DOES NOT GIVE ANY WARRANTIES WITH RESPECT TO LOCALFI’S WEBSITE AND CONTENT. LOCALFI DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND DUTIES OF ANY NATURE WHATSOEVER TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT FOR THE DUTY TO ACT IN GOOD FAITH. THE DISCLAIMED WARRANTIES INCLUDE, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PURPOSE, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES OR DUTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, PERFORMANCE, AVAILABILITY, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT. LOCALFI DOES NOT WARRANT ITS WEBSITE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
YOU AGREE TO THE FULLEST EXTENT ALLOWED BY LAW THAT LOCALFI WILL NOT BE LIABLE TO YOU FOR ANY LOSSES WHICH RELATE TO YOUR USE OF THE WEBSITE AND SERVICES OR WHICH ARE NOT A DIRECT CONSEQUENCE OF YOUR USE OF THE WEBSITE (AND SERVICES OR PRODUCTS PURCHASES FROM LOCALFI) (INCLUDING LOST PROFITS OR LOSS OF PRIVACY OR LOSS OF OR DAMAGE TO DATA) OR WHICH ARISE AS A RESULT OF YOU USING THE WEBSITE OUTSIDE OF THE SCOPE OF THESE TERMS AND CONDITIONS OR FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE WEBSITE. YOU FURTHER AGREE THAT SEPARATE FROM THE FOREGOING AND TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, THAT LOCALFI WILL NOT BE LIABLE TO YOU FOR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE.
LOCALFI SHALL USE REASONABLE EFFORTS TO PROMPTLY REMEDY ANY FAULTS IN THE WEBSITE OF WHICH IT IS AWARE. YOUR ONLY OTHER REMEDY (INCLUDING NEGLIGENCE) FOR ANY DAMAGES THAT YOU MAY INCUR OR THAT ARISE OUT OF YOUR USE OF THE WEBSITE (TO THE EXTENT THAT LOCALFI’S LIABILITY IS NOT EXCLUDED HEREUNDER) IS LIMITED TO THE FEES PAID BY YOU TO LOCALFI FOR A PERIOD OF THREE (3) MONTHS PURSUANT TO THESE TERMS AND CONDITIONS DURING THE PERIOD IN WHICH THE DAMAGE IS INCURRED.
Unenforceable Liability Limitations
IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE SECTIONS ABOVE ARE NOT ENFORCEABLE, YOU AGREE THAT LOCALFI’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED AN AMOUNT EQUAL TO THE VALUE OF THE HIGHEST APPLICABLE MONTHLY FEE PAID TO LOCALFI FOR FOUR (4) MONTHS.
Acts Beyond LocalFi’s Control
Without limiting the terms hereunder, LocalFi is not liable for any matters beyond its reasonable control. LocalFi does not control postal or courier services, telephones, third party communication networks (including Your internet service provider), the internet, acts of God, the acts of third parties, earthquakes, labor disputes, shortage of supplies, riots, war, fire, epidemics, indexing site rules, or delays of common carriers. The obligations and rights of an excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.
Choice of Law, Jurisdiction, and Attorneys Fees
The parties agree that the Courts of the State of Arizona, USA shall have exclusive jurisdiction to hear and resolve any dispute which may arise out of, under or in connection with, these Terms and Conditions. Notwithstanding the forgoing, LocalFi for its exclusive benefit shall retain the right to bring or enforce proceedings in Your state or country of residence or Your principal place of business. The validity and performance of these Terms and Conditions shall be interpreted according to the laws of the State of Arizona as if it were performed wholly within that State and without giving effect to its conflict of law principles. The Parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods. The prevailing party in any suit or proceeding relating to these Terms and Conditions shall have the right to recover from the other party its costs and reasonable attorney’s, accountant’s, and other professionals’ fees and expenses incurred in connection with the suit or proceeding.
If any term or provision of these Terms and Conditions are found to be invalid, illegal, or unenforceable by a court with competent jurisdiction, the invalidity, illegality, or unenforceability of that provision will not affect the validity of the remaining provisions of these Terms and Conditions or invalidate or render unenforceable such terms or provision in any other jurisdiction and they shall remain in full force and effect.
You shall defend, indemnify, and hold LocalFi harmless from and against any and all claims, losses, damages, liabilities, settlements, costs, or expenses (including legal expenses and the expenses of other professionals) incurred, arising out of or in connection with any claim that any materials used by You and/or any modification made by You or another infringes on a third party’s intellectual property rights or any other rights.
Each Party (the “Receiving Party”) will treat as confidential and prevent unauthorized duplication or disclosure of any confidential or proprietary information, including, without limitation, any information about the Disclosing Party’s (as defined below) products, services, marketing techniques, price lists, customer lists, pricing policies, business methods, business plans, budgets, projections, financial information, and technical information (the “Confidential Information”) of the other Party (the “Disclosing Party”) which the Receiving Party may acquire during the course of its activities under this Agreement and will not use any of the Confidential Information for any purpose other than in furtherance of the Receiving Party’s obligations under this Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, members, officers, agents, or consultants (the “Representatives”) who need to have access to the Confidential Information, and who are informed by the Receiving Party of the confidentiality obligations imposed by this Agreement. The Receiving Party’s obligations under this Section will not apply to Confidential Information that (i) is or becomes part of the public domain through no fault of Receiving Party or its Representatives; (ii) is known to the Receiving Party at the time of receipt of such information from the Disclosing Party; (iii) if, after the date hereof, obtained by Receiving Party from a third party who has the legal right to disclose the same without a restriction on disclosure; (iv) has been, or is subsequently, independently acquired or developed by the Receiving Party without violating any of the Receiving Party’s obligations under this Agreement; or (v) is required to be disclosed by government regulation, court order or other legal process; provided the Receiving Party provides the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. The Receiving Party acknowledges and understands that any right, title, and interest in and to the Disclosing Party’s Confidential Information are vested in the Disclosing Party.