LOCALCATERING.COM TERMS AND CONDITIONS

Welcome to LocalCatering.com! This Agreement ("Agreement") governs your relationship with LocalCatering.com, Inc. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you" or "SP" and to LocalCatering.com, Inc. and its employees and agents as "we" or "us" or "LocalCatering.com." References herein to the LocalCatering.com web site include any and all web sites now, or hereafter, owned or operated by LocalCatering.com (LocalCateringOnline.com, LocalCorporateCatering.com)

What We Agree.

a. With Respect to Lead Purchasing Members.

  1. LocalCatering.com receives requests from its customers ("customers") for certain services. In turn, LocalCatering.com may send you a communication about such customer's expressed service request need (a "Lead"). If the “SP” finds the information on the lead viable to the services that they provide they have the choice to purchase the information from us. Once (“a Lead”) is purchased we will send you the contact information of the customer. We only allow a MAXIMUM of 4 Service Professionals to purchase contact information for any one lead. Additional information we provide you will be based on the information submitted by the customer through the LocalCatering.com website.
  2. We allow all Service Professionals within a geographic location to view (non contact) lead information of a potential customer. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer's level of interest, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. LocalCatering.com is free to contract with other Service Professionals, as this is not an exclusive contract.
  3. We provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed in the Vendor Directory, in LocalCatering.com's sole discretion.
  4. How you can correct any inaccuracies in the information.

b. With Respect to Subscription Members:

You may purchase a subscription to receive services including: Placement in the LocalCatering.com's directory product which is displayed on the LocalCatering.com website ("Vendor Directory") and Ratings and Reviews solicitation. Placement on LocalCatering.com’s city portal pages which is displayed on the LocalCatering.com website city specific pages. Placement on LocalCatering.com’s Showcase of The Month which is displayed on the LocalCatering.com website city specific pages. Gold Star Program, which is displayed on the Localcateting.com Vendor Directory. You will find cost and description of all of our services on LocalCatering.com Services

  1. The Vendor Profile (which you may amend at anytime) and Customer Ratings & Reviews. In the event you purchase a subscription you will appear in the Vendor Directory, your business listing will appear on the Vendor Directory section of the LocalCatering.com website. You will receive leads in response to requests from consumers in what services you have indicated to us that you perform, in geographic locations where you have told us your perform services. LocalCatering.com does not make any representations or warranties regarding how often your listing and/or profile (including any ratings or reviews) will appear or be viewed, or your conversion rate for impressions or views of your profile page. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed in Vendor Directory, in LocalCatering.com's sole discretion.

II. What You Agree.

You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a LocalCatering.com customer, and thereafter while this Agreement remains in effect, as follows:

You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.

  1. a. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
  2. b. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided LocalCatering.com with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with LocalCatering.com you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify LocalCatering.com. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize LocalCatering.com to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
  3. c. You agree to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to revoke your membership if we become aware of any unethical business practices; this is based upon your performance of or failure to perform services for a customer. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
  4. d. If you provide any quotes to consumers, such quotes are provided for informational purposes only. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
  5. e. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. LocalCatering.com reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the LocalCatering.com Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by LocalCatering.com of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of LocalCatering.com as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of LocalCatering.com.
  6. f. By posting or providing any content on the LocalCatering.com Website, including but not limited to photographs ("Content"), you represent and warrant to LocalCatering.com that you own or have all necessary rights to use the Content, and grant to LocalCatering.com the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant LocalCatering.com and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the LocalCatering.com Website, and on any other websites owned or operated by LocalCatering.com. Nothing in this Agreement shall restrict other legal rights LocalCatering.com may have to the Content, for example under other licenses. LocalCatering.com reserves the right to remove or modify Content for any reason; including Content that LocalCatering.com believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sub licensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your LocalCatering.com account is terminated, or if you remove any Content from your LocalCatering.com account, LocalCatering.com and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
  7. g. You acknowledge and agree that all of the content and information posted on the LocalCatering.com Website, including but not limited to Vendor Directory profiles and Customer Ratings & Reviews for all LocalCatering.com Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of LocalCatering.com. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the LocalCatering.com Website, other than content provided directly by you. You represent and warrant that all of the information you provide to LocalCatering.com, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to LocalCatering.com for any such damages, and will indemnify LocalCatering.com in the event of any third party claims against LocalCatering.com based on or arising from your violation of the foregoing. You acknowledge and agree that LocalCatering.com has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. LocalCatering.com is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
  8. h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with LocalCatering.com, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A LOCALCATERING.COM SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO LOCALCATERING.COM AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF LOCALCATERING.COM. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO LOCALCATERING.COM, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
  9. i. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by LocalCatering.com to any other party, including any other LocalCatering.com Service Professionals.
  10. j. By enrolling in the LocalCatering.com network or otherwise becoming a customer of LocalCatering.com, and/or by inquiring about membership in the LocalCatering.com network or other LocalCatering.com products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from LocalCatering.com, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least two methods of lead notification (for example SMS and email), and acknowledge that if you do not sign up for at least two methods of lead notification, LocalCatering.com is not responsible for any delayed or undelivered leads.

III. Fees.

You agree to be bound by the LocalCatering.com listing fees (all fees are stated and payable in US dollars) for any and all Leads presented to you, or for any inclusion in our Vendor Directory service or any other LocalCatering.com Program. You will pay LocalCatering.com applicable non-refundable fees which may include: (i) Logo Placement; (ii) Lead Fees, flat rate for active SP (iii) LocalCatering.com Gold Star Fees at the current standard Gold Star fee rates, (iv) Monthly Membership Fees; (v) Showcase of the Month placement fees; Our billing period will depend on which program you have chosen (Monthly or Yearly). LocalCatering.com reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.

  1. a. Lead Fees. You agree that initiating a Credit Card, Debit Card or ACH transfer will make payments to LocalCatering.com for Lead Fees. All Lead Fees constitute advertising fees paid by you to LocalCatering.com and are in no way, referral commissions based upon your successful completion of services.
  2. b. Subscription Fees; License Fees; Other Recurring Fees.

    For purchases of a subscription membership (monthly, quarterly, or annually), you shall pay such fees on a monthly, quarterly or annual basis, as applicable. You agree that initiating a Credit Card, Debit Card or ACH transfer will make payments for LocalCatering.com. Payment for LocalCatering.com Programs will be in advance, on a monthly, quarterly or annual basis, as applicable.

    1. AUTOMATIC RENEWAL OF SUBSCRIPTION ; After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a "Renewal Term"), at the renewal price communicated to you at the time your purchased your initial subscription ("Renewal Price"), unless LocalCatering.com provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your subscription, you may do so solely by contacting LocalCatering.com Customer Care at (512-301-1145). If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires, and you won't be eligible for any refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize LocalCatering.com to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize LocalCatering.com to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if LocalCatering.com does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that LocalCatering.com may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received


    2. Free Trials and Other Promotions. Any free trial or other promotion that provides a subscription to the LocalCatering.com services automatically renews in the same manner as set forth above under the section titled "Automatic Renewal", provided, however, that the Renewal Price for any Renewal Terms will be higher than during the free trial or promotion initial term. You must cancel your subscription before the end of the trial period in order to avoid being charged the Renewal Price.
  3. c. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your LocalCatering.com profile, and all contact and billing information, are kept up-to-date and accurate. LocalCatering.com is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify LocalCatering.com if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
  4. d. Any disputes about charges to your account must be submitted to LocalCatering.com in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
  5. e. LocalCatering.com is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees such as subscription fees, except solely in the event you rescind or terminate your subscription within the seventy two (72) hour period following your agreement to purchase a subscription.
  6. f. You authorize LocalCatering.com to charge you for any sales or similar taxes that may be imposed on your subscription payments, lead fees, or any other fees charged by LocalCatering.com.
  7. g. You acknowledge that your listing on LocalCatering.com is $39 but is waived to active clients. Any refunds requested after 30 days the $39 fee applies per month minus any used funds for Leads.

IV. Indemnification; Limitation of Liability; Disclaimer of Warranties.

Indemnification. You shall fully protect, indemnify and defend LocalCatering.com and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, and in connection with your use of the LocalCatering.com Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF LOCALCATERING.COM OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY LOCALCATERING.COM OR THE INDEMNIFIED PARTIES.

  1. a. Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LocalCatering.com TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO LocalCatering.com DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
  2. b. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE LOCALCATERING.COM SERVICES AND LOCALCATERING.COM SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND LOCALCATERING.COM DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW

V. Other Terms.

This Agreement, and the LocalCatering.com Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted on the LocalCatering.com Website or which are otherwise communicated to you; the current applicable Agreement and LocalCatering.com Fee Schedule is available upon request.

  1. a. You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.
  2. b. LocalCatering.com, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the LocalCatering.com network immediately at any time for any reason or no reason at all.
  3. c. If it is determined or suspected by LocalCatering.com in its sole discretion that you are misusing or attempting to misuse or circumvent the LocalCatering.com services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by LocalCatering.com, in addition to our right to immediately terminate this Agreement, LocalCatering.com reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
  4. d. In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
  5. e. You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Colorado (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Denver Colorado are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the LocalCatering.com Website and/or Services, and you submit to sole and exclusive jurisdiction in the state of Colorado, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
  6. f. The relationship between LocalCatering.com and you shall be that of independent contractors and neither party shall be or represent it to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
  7. g. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
  8. h. Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.

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