LocalEyes Vendor Terms & Conditions

Effective date November, 2021

These Vendor Terms and Conditions (the “Agreement”) govern the relationship between LocalEyes, Inc. (“LocalEyes”) and the Vendor. LocalEyes, subject to the provisions of this paragraph, may amend the Agreement in its sole discretion and at any time. The most recent version of the Agreement (as may be amended by LocalEyes from time to time) will be available at www.localeyes.guide (the “Website”). Vendor agrees that this notification method constitutes adequate notice to inform Vendor of any amendments to the Agreement and Vendor further agrees to be bound by any such amendments to the Agreement upon such notification.

Definitions

“COUPON” means a voucher entitling the holder to a discount for Vendor’s goods or services.

“COUPON EXPIRATION DATE” means the date, determined by Vendor and reflected on the Website, through which Vendor will honor the Coupon.

“SUBSCRIPTION” means the monthly, quarterly, or yearly payment from Vendor to LocalEyes in exchange for LocalEyes’s marketing and advertising services. The Subscription amount will be determined in the vendor onboarding process on the Website.

“VENDOR OFFERING” means the goods and/or services to be provided by the Vendor, stated on the Coupon as presented by LocalEyes. Values and terms of the Vendor Offering will be determined by Vendor.

“WEBSITE” means www.localeyes.guide. LocalEyes will provide the terms of the Vendor Offer on the Website.

“USERS” means patrons that use the Website to find local businesses and/or use Coupons listed on the Website.

Services Rendered

Text Messaging Service for Hotel Guests
LocalEyes, Inc. provides an efficient and direct communication channel for hotel guests to receive updates and information. LocalEyes Inc. offers personalized concierge services, including dining recommendations, event notifications, and booking confirmations via text. Enhancing guest satisfaction and convenience with real-time assistance and support.

Coupon Program

1. 1. LocalEyes is authorized to promote and issue Coupons on Vendor’s behalf subject to the terms of this Agreement and the “Terms of Use” of the Website. The Coupon will evidence the Vendor Offering and the User will then redeem the Coupon with the Vendor by presenting the Coupon in paper or electronic form. Vendor is the issuer of the Coupons and seller of the Vendor Offering. If there is a conflict between this Agreement and the Terms of Use, this Agreement controls.
  2. LocalEyes is authorized to promote and issue Coupons on Vendor’s behalf on the Website. Users will provide to the Vendor a Redemption Code obtained on the Website as evidence that they are eligible to use the Coupon.
  3. For appointment-based Vendor Offerings, LocalEyes may require that Vendor provide LocalEyes with a calendar of available appointment times and allow LocalEyes Users to schedule appointments with the Vendor through LocalEyes and any third-party service LocalEyes may use. LocalEyes may audit Vendor response times using various methods, including but not limited to, auto-dialers, call forwarding and pre-recorded calls. If LocalEyes, in its sole discretion, determines Vendor response times or the quality of service provided to Users is unsatisfactory, LocalEyes may terminate the Agreement.
  4. Vendor will provide the Coupon terms and any applicable Coupon Expiration Date on the Website. LocalEyes will then be authorized to promote and issue those Coupons according to the terms provided by Vendor on the Website.
  5. LocalEyes reserves the continuing right to reject, revise, or discontinue any Vendor Offering, at any time and for any reason in LocalEyes’s sole discretion; to terminate the Vendor Offering and to remove all references to the Vendor Offering and Coupon from the Website; and to redirect or delete any URL used in connection with the Vendor Offering.
  6. Vendor agrees that in providing the Vendor Offering, Vendor will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated in the Vendor Offering on the Website. Unless disclosed in the Vendor Offering, Vendor further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-LocalEyes customers.
  7. Vendor agrees that so long as an appointment or reservation is made to redeem a Coupon, or the User has made an attempt to make an appointment, before the Coupon’s Expiration Date, the Coupon will be honored without restriction, even though the services may be provided after the Coupon Expiration Date.
  8. Vendor is responsible for all customer service in connection with the Vendor Offering and for supplying all goods and services stated in the Vendor Offering. Vendor is also responsible for any customer loyalty programs associated with the Vendor Offering.
  9. If applicable, Vendor will hold the Vendor Offering for pick-up by each User at the Redemption Site. The “Redemption Site” is the complete and accurate address provided by Vendor to LocalEyes where Users are able to redeem the Coupon to pick-up the Vendor Offering. Vendor also agrees to provide LocalEyes with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption Site. If any of the information related to a Redemption Site changes, Vendor agrees to notify LocalEyes immediately of such change.

Payment

1. 1. Vendor will pay LocalEyes a monthly, quarterly, or yearly subscription, the amount of which will be determined by the selections on the Vendor application form.
  2. Amounts received by LocalEyes from the Vendor’s subscription are compensation to LocalEyes for marketing, promoting, and advertising the Vendor Offering and distributing the Coupons on behalf of Vendor.
  3. Taxes Generally. It is Vendor’s responsibility to determine what, if any, taxes apply to the payments Vendor makes or receives, and it is Vendor’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. LocalEyes is not responsible for determining whether taxes apply to Vendor’s transaction with either Users or LocalEyes, or for collecting, reporting or remitting any taxes arising from any transaction with or by Vendor and User. Vendor may be asked to provide LocalEyes with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Vendor’s name for the value of payments made. Notwithstanding anything else in this Agreement, Vendor shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Vendor is required to be so registered in connection with the Vendor Offering and pursuant to the terms and redemption of the Coupon, and shall be responsible for paying any and all sales, use or any other taxes related to the Vendor Offering.

Customer Data Restrictions

1. “Customer Data” means all identifiable information about Users generated or collected by LocalEyes or Vendor, including, but not limited to, Users’ name, shipping addresses, email addresses, phone numbers, User preferences and tendencies, and financial transaction data.
2. Vendor shall use Customer Data only to fulfill its redemption obligations in connection with the Vendor Offering as authorized by this Agreement. Vendor expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Coupons and provision of goods and services to Users), and not to enhance a file or list owned by Vendor, or any third party. Vendor represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Vendor engages any third party to facilitate its redemption obligations hereunder, Vendor shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Vendor or a third party engaged by Vendor to facilitate its redemption obligations hereunder, Vendor shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.
3. As long as Vendor uses Customer Data in compliance with applicable law and Vendor’s posted privacy policy, restrictions stated in this Agreement on Vendor’s use of Customer Data do not apply to: (i) data from any User who is already a customer of Vendor before the Effective Date, if such data was provided to Vendor by such User independent of this Agreement or any transaction hereunder; or (ii) data supplied by a User directly to Vendor who becomes a customer of Vendor in connection with such User explicitly opting in to receive communications from Vendor.
4. Vendor shall immediately notify LocalEyes if Vendor becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of LocalEyes, and shall cooperate with LocalEyes in the investigation of such breach and the mitigation of any damages. Vendor will bear all associated expenses incurred by LocalEyes to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Vendor’s reasonable possession or control. Upon termination or expiration of this Agreement, Vendor shall, as directed by LocalEyes, destroy or return to LocalEyes all the Customer Data in Vendor’s or any agent of Vendor’s possession.

Term and Termination

1. 1. This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). LocalEyes is authorized to terminate this Agreement, at any time for any reason, upon written notice to Vendor.
  2. The term of this Agreement shall be 12 months from the date the Vendor Application was submitted, thereafter, the term will automatically renew for successive 12 month terms without notice.
  3. Vendor is authorized to terminate the renewal of this Agreement upon seven (7) business days’ prior written notice to LocalEyes. Termination of this Agreement will not in any way affect Vendor’s obligation to redeem any Coupon according to the terms of this Agreement for the seven (7) days immediately after Vendor’s notice of termination.
  4. If Vendor wishes to terminate the agreement during the 12 month term, then they must provide a seven (7) business days’ prior written notice to LocalEyes. Termination of this Agreement will not in any way affect Vendor’s obligation to redeem any Coupon according to the terms of this Agreement for the seven (7) days immediately after Vendor’s notice of termination, and Vendor must pay LocalEyes a cancelation fee equal to one month’s payment of the agreement in addition to the month’s normal payment.

Compliance with Gift Card, Gift Certificate Laws
Vendor agrees to comply with the Coupon terms and conditions as stated on the Website, and to ensure that the Coupons comply with all laws that govern gift cards, coupons, and gift certificates, and any laws governing the imposition of expiration dates, service charges or dormancy fees and all language related to the Vendor Offering stated on the Coupon. Upon written request from Vendor, but only when required, LocalEyes will provide Vendor with information in LocalEyes’s possession that the Vendor needs to comply with its obligations under this Agreement.

Marketing
LocalEyes and its business partners may communicate with Vendor with regard to products, promotions, and other services that may be of interest to Vendor. This may include email or other communications. LocalEyes may also solicit Vendor’s opinion for market research purposes.

Intellectual Property Rights

1. 1. Vendor grants to LocalEyes a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Vendor’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized, uploaded to the LocalEyes website or otherwise approved to use by Vendor (collectively, “Vendor IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Vendor (collectively, “Third Party IP”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Vendor Offering in all media or formats now known or hereinafter developed (“License”). Any use of the Vendor IP or Third Party IP as contemplated in this Agreement is within LocalEyes’s sole discretion.
  2. Vendor acknowledges and agrees that, as between the parties, LocalEyes owns all interest in and to the Website, Customer Data, LocalEyes’s trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by LocalEyes or at LocalEyes’s direction, or assigned to LocalEyes, and any materials, software, technology or tools used or provided by LocalEyes to promote, sell/resell (as may be applicable) or distribute the Vendor Offering and conduct its business in connection therewith (collectively “LocalEyes IP”). Vendor shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the LocalEyes IP or any portion thereof, or use such LocalEyes IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution. Vendor shall keep the LocalEyes IP confidential, and shall not prepare any derivative work based on the LocalEyes IP or translate, reverse engineer, decompile or disassemble the LocalEyes IP. Vendor shall not take any action to challenge or object to the validity of LocalEyes’s rights in the LocalEyes IP or LocalEyes’s ownership or registration thereof. Except as specifically provided in this Agreement, Vendor and any third party assisting Vendor with its obligations in this Agreement, are not authorized to use LocalEyes IP in any medium without prior written approval from an authorized representative of LocalEyes. Vendor shall not include any trade name, trademark, service mark, domain name, social media identifier, of LocalEyes or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Vendor shall not use or display any LocalEyes IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Vendor or a third party and LocalEyes. All rights to the LocalEyes IP not expressly granted in this Agreement are reserved by LocalEyes.
  3. If Vendor provides LocalEyes or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a LocalEyes product or service or otherwise in connection with this Agreement, any LocalEyes IP, or Vendor’s participation in the Vendor Offering or Coupon, (collectively, “Feedback”), Vendor irrevocably assigns to LocalEyes all right, title, and interest in and to Feedback. In the event your assignment to LocalEyes is invalid for any reason, you hereby irrevocably grant LocalEyes and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Vendor warrants that: (A) Feedback is Vendor’s original work, or Vendor obtained Feedback in a lawful manner; and (B) LocalEyes and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. Vendor agrees to provide LocalEyes such assistance as LocalEyes might require to document, perfect, or maintain LocalEyes’s rights in and to Feedback.

Representations and Warranties
Vendor represents and warrants that: (a) Vendor has the right, power and authority to enter into this Agreement; (b) Vendor, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Vendor’s goods and services will be provided; (c) the Coupon, upon being delivered by LocalEyes, will be available immediately for redemption and Vendor will have sufficient goods and/or services available for redemption through the Coupon Expiration Date (i.e., a number of goods and/or services sufficient to fulfill its redemption obligations in connection with the applicable number of Coupons); (d) the terms and conditions of the Coupon, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing Coupons, gift cards, coupons, and gift certificates; (e) the Vendor’s redemption of the Coupon will result in the bona fide provision of goods and/or services by Vendor to the User; (f) Vendor owns all interest in and to the Vendor IP and has licensing rights in (with the right to sublicense to LocalEyes) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the Vendor IP and the Third Party IP, the Vendor Offering, LocalEyes’s use and promotion thereof, and the results of such Vendor Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the Vendor IP and Third Party IP do not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the Coupons and any advertising or promotion of Vendor’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) Vendor and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Vendor Offering to provide the goods or services described in this Agreement; (k) Vendor’s business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Vendor is the authorized entity to receive the funds forwarded by LocalEyes; (l) Vendor is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Vendor is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Coupons in connection with this Agreement and (m) the Vendor Offering is: (i) free from defects in workmanship, materials and design, (ii) Vendorable and suitable for the purposes, if any, stated in the Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.

Indemnification
To the extent allowed under applicable law, Vendor agrees to defend, indemnify and hold LocalEyes, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Vendor of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Vendor arising from the sale and redemption of a Coupon; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed Coupons or unredeemed cash values of Coupons or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by Vendor or governing Vendor’s goods and/or services; (e) any claim arising out of Vendor’s violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a User or anyone else arising out of or relating to the goods and services provided by Vendor and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a User for the amount aaid; (h) any claim arising out of Vendor’s misuse of Customer Data, or any violation of an applicable data privacy or security law; and (i) any claim arising out of Vendor’s negligence, fraud or willful misconduct. LocalEyes maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between LocalEyes and Vendor. Vendor’s duty to defend and indemnify LocalEyes includes the duty to pay LocalEyes’s reasonable attorneys’ fees and costs, including any expert fees.

Confidentiality
The terms for the Vendor Offering described in this Agreement are confidential, and Vendor agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Vendor has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, LocalEyes is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

Limitation of Liability
EXCEPT FOR VENDOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. LOCALEYES’S SOLE AND COMPLETE LIABILITY TO VENDOR FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY Coupon IS LIMITED TO THE AMOUNT OF FEES RETAINED BY LOCALEYES HEREUNDER FOR THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A VENDOR IN CONNECTION WITH ANY PAYMENT MADE BY LOCALEYES, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A VENDOR WAS UNDERPAID, MUST BE MADE IN WRITING TO LOCALEYES WITHIN NINETY (90) DAYS FROM THE DATE LOCALEYES REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY VENDOR.

Dispute Resolution
All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 12 Dispute Resolution.

1. 1. Binding Arbitration
    EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN VENDOR AND LOCALEYES ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 12 TO ARBITRATE, VENDOR AND LOCALEYES ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 12). The provisions of this Section 12 shall constitute Vendor’s and LocalEyes’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at https://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.
    To begin an arbitration proceeding, Vendor or LocalEyes must comply with the limitations provision set forth in Section 11 and submit the Dispute by making a demand for arbitration as detailed at https://www.adr.org. If Vendor demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: 1565 N. University Ave. Apt. 132, Provo, UT 84604. If LocalEyes demands arbitration, it shall simultaneously send a copy of the completed demand to the Vendor’s address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. LocalEyes will reimburse those fees for Disputes totaling less than $10,000 if Vendor is the prevailing party in such arbitration. LocalEyes will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that a Vendor Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Vendor requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Salt Lake City, Utah, unless the arbitrator determines or we agree that the matter should proceed in the county of Vendor’s principal place of business.
  2. Class Action Waiver
    WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
  3. Choice of Law/No Jury Trial
    If for any reason a Dispute proceeds in court: (i) Vendor and LocalEyes agree that any such Dispute may only be instituted in a state or federal court in Salt Lake or Utah County, Utah; (ii) Vendor and LocalEyes irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Vendor and LocalEyes agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Utah, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) Vendor AND LOCALEYES AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
  4. Injunctive Relief/Attorneys’ Fees
    Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury. In the event LocalEyes is the prevailing party in any Dispute, subject to any exceptions in this Section 12, Vendor shall pay to LocalEyes all reasonable attorneys’ fees and costs incurred by LocalEyes in connection with any Dispute.

Other

1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.
2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
3. Vendor is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without LocalEyes’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of LocalEyes. LocalEyes is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Vendor.
4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LOCALEYES DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE COUPONS ARE ERROR-FREE, OR THAT ANY VENDOR OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR VENDOR.