Terms and Conditions

Terms of Offer – Standard

ARTICLE 1: USER ELIGIBILITY
1.01 You represent and warrant that you are the person legally responsible for all use of this account, and are at least 18 years of age. You agree to provide Hyperlocal Marketing LLC “HLMLLC” with your full legal name, postal address and telephone number for our records. You agree to keep this information current. You also agree that you are an authorized user of any credit card or check that you supply to us.

ARTICLE 2: CONTENTS OF MESSAGES/CONTENTS OF MOBILE WEBSITES
2.01 You are SOLELY responsible for the contents of your text messages and the consequences thereof and for the contents of any mobile websites that may be provided to you as part of your service, regardless of whether or not HLMLLC personnel assist with the creation of such contents. You further agree not to use the Hyperlocal Marketing service provided by HLMLLC to send any text messages that are not based on customer opt-in participation or contain material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or may otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law, regulation or court order. HLMLLC reserves the right to terminate your account without prior notice if HLMLLC becomes aware of and determines, in its sole discretion, that you are violating any of the foregoing guidelines.

ARTICLE 3: UNLAWFUL OR PROHIBITED USE
3.01 As a condition of your use of the Hyperlocal Marketing service provided by HLMLLC, you warrant to HLMLLC that you will not use the Service for any unlawful purpose.

ARTICLE 4: PRICING/ROLLOVER/STANDARD KEYWORDS
4.01 PRICING AS DETAILED ON APPLICATION PAGE. For plans with annual renewal fees, such fees may be raised up to a maximum of 10% per annum AFTER the first anniversary of the purchase date.
4.02 If Rollover text credits are included in your plan, your account must be in good standing to use any rollover text credits. In any case, all rollover text credits expire 120 days after the original date of issue.
4.03 The standard Hyperlocal Marketing service provides for use by Customers of “standard” keywords only. THIS IS A STANDARD ACCOUNT. HLMLLC reserves the right to determine, in its sole discretion, whether or not particular keywords are “standard” or “premium”. Customer understands that HLMLLC separately markets a “premium” keyword service and it may remove “premium” keywords from Customer account(s), if acquired by Customer under a standard account. HLMLLC will provide Customers with 3 days notice before such removal by delivering a message to Customer’s electronic mail address associated with Customer’s HLMLLC account. HLMLLC shall have no obligation to determine whether or not Customer received such notification before removal of keyword.

ARTICLE 5: TERM
5.01 The initial term of this Agreement is ONE MONTH. After the initial term this Agreement will automatically renew on a month to month basis. Service is prepaid and may be cancelled at any time. Prepaid amounts will not be refunded once payment has been received, except as detailed in Article 6.01A. Your initial account setup will be complete within 5 business days of sign up.

ARTICLE 6: TERMS OF PAYMENT
6.01 Payment terms. The fee for the Service is as referenced on this order form and renews monthly. Payment may be made by credit card, debit card or by ACH. For ACH customers, the signer authorizes HLMLLC or its financial institution to initiate an ACH automatic electronic debit from your account. In the event that this day falls on a non-business day, the effective date will be the following business day. If the original ACH debit should be returned by your bank for reason of insufficient funds, you authorize HLMLLC or its financial institution to re-initiate the ACH debit and charge a $25.00 re-initiation fee. This authorization is to remain in full force and effect until HLMLLC has received written notification, as per Article 6.01(A) of this Agreement, from you of its termination in such time and in such manner as to afford HLMLLC reasonable opportunity to act on it. Signer of contract acknowledges to have the authority to sign for the referenced account and bind advertiser’s account for services. You agree to pay HLMLLC the appropriate payment for the services received from HLMLLC each month in advance for the time period during which such services are provided.

(A) Cancellation. You may cancel your service with HLMLLC at any time by sending an electronic mail message to support@hyperloc.com with the word “cancel” in the subject line and including your account information in the body of the message. You may also cancel your service by calling 1-800-991-4534 between the hours of 9 am and 6 pm EST. You agree that until and unless you notify HLMLLC by electronic mail in the manner described herein or by telephone of your desire to cancel any or all services received, and you complete the cancellation process, those services will be paid in full at the time of cancellation. You agree that prepayments will be billed and charged automatically and will be non-refundable, except if you cancel your service within 3 calendar days of original purchase, including the purchase date. You must NOT make use of the system to be eligible for a refund. You also agree that any due but unpaid amounts with respect to the account may be debited via ACH from your account if you are an ACH customer or applied to the provided card at any time.

ARTICLE 7: ZERO TOLERANCE SPAM POLICY
7.01 HLMLLC maintains a zero tolerance stance against sending of unsolicited text messages, commonly known as spam. Any user who sends out spam will have their account terminated without notice, and will be billed at a rate of $100.00 for each recipient to whom the message was sent, regardless of whether the messages were sent from ours or our affiliate’s servers, or from other servers advertising our short code. All commercial text messages must comply with all applicable federal, state or local laws. HLMLLC reserves the right to require changes or disable as necessary any website, account, database, or other component that does not comply with this policy, at its sole discretion. HLMLLC also reserves the right to make any such modifications in an emergency at our sole discretion.
(A) HLMLLC will not be liable for any damages incurred related to spam. (B) In the event of litigation, it is the responsibility of each party to bear its own attorneys’ fees and costs throughout the entire process of any proceeding in accordance with Article 17.

ARTICLE 8: MONITORING OF SERVICE
8.01 You agree that HLMLLC has the right to monitor the service electronically at any time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. HLMLLC reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement. HLMLLC reserves the right to monitor any and all communications through or with our facilities. You agree that HLMLLC is not considered a “secure communications medium” for the purposes of the ECPA, and that no expectation of privacy is afforded in the event that such service is monitored and/or disclosed.

ARTICLE 9: SHARING OF ACCOUNT SPACE & RESALE RESTRICTIONS
9.01 You represent and warrant that the account you purchase is purchased for your use only. You understand that the HLMLLC short code is used by many clients.

ARTICLE 10: REFUND POLICY
10.01 Except as detailed in Article 6.01A, all payments are mutually agreed to be non-refundable.

ARTICLE 11: TERMINATION
11.01 HLMLLC may terminate this agreement and your access to any or all HLMLLC related services at any time, with or without cause, at its sole discretion. HLMLLC shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. Anyone determined by HLMLLC to have violated these Terms of Service may be barred from receiving any services from HLMLLC without refund. Any outstanding amounts due on the account will still be payable as scheduled.
(A) You may terminate this Agreement at any time in Section6.01 (A) above.

ARTICLE 12: RELATIONSHIP OF THE PARTIES
12.01 Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

ARTICLE 13: DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
13.01 THE HLMLLC SERVICE PROVIDED IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HLMLLC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE HLMLLC SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY HLMLLC ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

13.02 UNDER NO CIRCUMSTANCES WILL HLMLLC OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE HLMLLC SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE HLMLLC SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HLMLLC RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT HLMLLC IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM HLMLLC AND ITS AFFILIATES.
13.03 UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE, TO ANY PARTY IN PRIVY TO THIS AGREEMENT, OR ANY THIRD PARTY NOT SO SITUATED.
13.04 THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

ARTICLE 14: COPYRIGHT AND TRADEMARKS
14.01 All contents of the HLMLLC, Hyperlocal Marketing and related products or services are proprietary to HLMLLC, and/or its suppliers and are protected under Copyright. All rights are reserved. HLMLLC reserves any rights not expressly granted herein.

ARTICLE 15: FORCE MAJEURE
15.01 If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of HLMLLC, HLMLLC is unable to perform in whole or in part its obligations as set forth in this Agreement, then HLMLLC shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make HLMLLC liable to the Customer or other third parties.

ARTICLE 16: GOVERNING LAW
16.01 This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and HLMLLC agree to submit to the personal and exclusive jurisdiction of the Circuit Court for Broward County, Florida. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose or forever be barred. Contact HLMLLC at: 1-800-991-4534 or send fax to: 954-302-8415.

ARTICLE 17: ATTORNEYS’ FEES AND COSTS
17.01 Any legal controversy or legal claim arising out of or relating to this Agreement or our services, which results in litigation, shall result in each party being solely responsible for its respective attorneys’ fees and costs throughout the entire process of any and all proceedings.

ARTICLE 18: SEVERABILITY AND SURVIVABILITY
18.01 Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
18.02 Survivability. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely – warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

ARTICLE 19: INDEMNIFICATION
19.01 You agree to defend, indemnify and hold harmless HLMLLC against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to attorneys’ fees and costs) or claims caused by or resulting indirectly from your use of the service, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with HLMLLC.

ARTICLE 20: REMEDY
20.01 Customer agrees that his/her/its sole and exclusive remedy to any issues relating to the HLMLLC Service is to discontinue using the Service.

ARTICLE 21: ASSIGNMENT
21.01 In the event of a merger or consolidation of HLMLLC the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.

ARTICLE 22: ENTIRE AGREEMENT
22.01 This Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder between the parties with respect thereto.

ARTICLE 23: WAIVER
23.01 The failure of HLMLLC to enforce a provision of this Agreement shall not be construed as a waiver or limitation of HLMLLC’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

ARTICLE 24: MODIFICATION OF TERMS
24.01 HLMLLC reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Hyperlocal Marketing Website located at: http://www.hyperloc.com. Continued use of HLMLLC’s services after any such changes shall constitute your consent to such changes. HLMLLC does not and will not assume any obligation to notify you of any changes to the Terms of Service.

Terms of Offer – Premium Keyword(s)

ARTICLE 1: USER ELIGIBILITY
1.01 You represent and warrant that you are the person legally responsible for all use of this account, and are at least 18 years of age. You agree to provide Hyperlocal Marketing LLC “HLMLLC” with your full legal name, postal address and telephone number for our records, and you have a continued obligation to keep this information current. You also agree that you are an authorized user of any credit card or check that you supply to us, and you understand and agree that we have an obligation to fully investigate any possible fraudulent online check or credit card use.

ARTICLE 4: PRICING
4.01 PRICING AS DETAILED ON PREMIUM KEYWORD AGREEMENT/CUSTOMER INVOICE PAGE.

ARTICLE 5: TERM
5.01 The initial term of this Agreement is ONE YEAR. After the initial term this Agreement will automatically renew on an annual basis. Service is prepaid and may be cancelled at any time. Prepaid amounts will not be refunded once payment has been received; however, no further payments will be charged to the Customer once Service is cancelled as per Section 6.01(A) of this Agreement. Your initial account setup will be complete within 5 business days of sign up.

ARTICLE 6: TERMS OF PAYMENT
6.01 You agree to pay HLMLLC the appropriate payment for the services and premium keywords received from HLMLLC in advance for the time period during which such services are provided. The fees for the service and the selected premium keyword(s) are as indicated on the “Premium Keyword Agreement/Customer Invoice”. All fees are to be prepaid and are non-refundable, except as detailed in Article 6.01A. Premium keywords are subject to an annual renewal fee payable every year on the anniversary of the original purchase date of the premium keyword. HLMLLC reserves the right to adjust the annual renewal fee from time to time after the first anniversary of purchase. Renewal fee increases, if any, shall not exceed 10% per annum. Failure to pay the annual renewal fee within 5 business days of the renewal payment due date shall result in forfeiture of the premium keyword(s) and such keyword(s) shall be returned to the “pool” of available keywords for sale.

(A) Cancellation. You may cancel your service with HLMLLC at any time by notifying HLMLLC by sending an electronic mail message to support@hyperloc.com with the word “cancel” in the subject line and including your account information in the body of the message. You may also cancel your service by calling 1-800-991-4534 between the hours of 9 am and 6 pm EST. You agree that until and unless you notify HLMLLC by electronic mail in the manner described herein or by telephone of your desire to cancel any or all services received, and you complete the cancellation process, those services will be paid in full at the time of cancellation. You agree that prepayments will be billed and charged automatically and will be non-refundable, except if you cancel your service within 3 calendar days of original purchase, including the purchase date. You must NOT make use of the system to be eligible for a refund. You also agree that any due but unpaid amounts with respect to the account maybe debited via ACH from your account if you are an ACH customer or applied to the provided credit card at any time.

6.02 Payment terms. The fee(s) for the premium keyword(s) and service are as referenced on this order form. Payment may be made by credit card, debit card or by ACH. For ACH customers, the signer authorizes HLMLLC or its financial institution to initiate an ACH automatic electronic debit from your account on the anniversary of the purchase date. In the event that this day falls on a non-business day, the effective date will be the following business day. If the original ACH debit should be returned by your bank for reason of insufficient funds, you authorize HLMLLC or its financial institution to re-initiate the ACH debit and charge a $25.00 re-initiation fee. This authorization is to remain in full force and effect until HLMLLC has received written notification, as per Article 6.01(A) of this Agreement, from you of its termination in such time and in such manner as to afford HLMLLC reasonable opportunity to act on it. Signer of contract acknowledges to have the authority to sign for the referenced account and bind Customer’s account for services.

ARTICLE 7: PREMIUM KEYWORD USE/TRANSFER OF PREMIUM KEYWORD/RESPONSIBILITY FOR MANAGEMENT OF PREMIUM KEYWORD
7.01 Premium keywords must be in “Active Use”. For purposes of this Agreement, “Active Use” shall mean that you will (1) set up the Hyperlocal Marketing service to deliver a response text message to be returned to any user that texts the premium keyword to 41513; and (2) that at least one mobile terminated (MT) message is sent in each 30 day period. You may transfer your premium keyword(s) to another user of the Hyperlocal Marketing service for a one-time transfer fee of $249. Contact 1-800-991-4534 to transfer keywords. You are solely responsible for the operation of your Premium Keyword within the Hyperlocal Marketing system. HLMLLC will not be responsible for any accidental deletions or misuse of premium keywords by Customer.

ARTICLE 8: ZERO TOLERANCE SPAM POLICY
8.01 HLMLLC maintains a zero tolerance stance against sending of unsolicited text messages, commonly known as spam. Any user who sends out spam will have their account terminated without notice, and will be billed at a rate of $100.00 for each recipient to whom the message was sent, regardless of whether the messages were sent from ours or our affiliate’s servers, or from other servers advertising our short code. All commercial text messages must comply with all applicable federal, state or local laws. HLMLLC reserves the right to require changes or disable as necessary any website, account, database, or other component that does not comply with this policy, at its sole discretion. HLMLLC also reserves the right to make any such modifications in an emergency at our sole discretion.
(A) HLMLLC will not be liable for any damages incurred related to spam.
(B) In the event of litigation, it is the responsibility of each party to bear its own attorneys’ fees and costs throughout the entire process of any proceeding in accordance with Article 17.

ARTICLE 9: MONITORING OF SERVICE
9.01 You agree that HLMLLC has the right to monitor the service electronically at any time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. HLMLLC reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement. HLMLLC reserves the right to monitor any and all communications through or with our facilities. You agree that HLMLLC is not considered a “secure communications medium” for the purposes of the ECPA, and that no expectation of privacy is afforded in the event that such service is monitored and/or disclosed.

ARTICLE 10: SHARING OF ACCOUNT SPACE & RESALE RESTRICTIONS
10.01 You represent and warrant that the account you purchase is purchased for your use only. You understand that the HLMLLC short code is used by many clients.

ARTICLE 11: REFUND POLICY
11.01 Except as detailed in Article 6.01A, all payments are mutually agreed to be non-refundable.

ARTICLE 12: TERMINATION
12.01 HLMLLC may terminate this agreement if it deems in its sole discretion that you have violated these Terms of Service. HLMLLC assumes no liability due to termination of services. Any outstanding amounts due on the account will still be payable as scheduled. HLMLLC reserves the right to suspend access to its service if account is not in good standing.
(A) You may terminate this Agreement at any time by e-mailing the support department at support@hyperloc.com as described in Section 6.01 (A) above.

ARTICLE 13: RELATIONSHIP OF THE PARTIES
13.01 Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

ARTICLE 14: DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
14.01 THE HLMLLC SERVICE PROVIDED IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HLMLLC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE HLMLLC SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY HLMLLC ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

14.02 UNDER NO CIRCUMSTANCES WILL HLMLLC OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE HLMLLC SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE HLMLLC SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HLMLLC RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT HLMLLC IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM HLMLLC AND ITS AFFILIATES.
13.03 UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE, TO ANY PARTY IN PRIVY TO THIS AGREEMENT, OR ANY THIRD PARTY NOT SO SITUATED.
13.04 THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

ARTICLE 15: COPYRIGHT AND TRADEMARKS
15.01 All contents of the HLMLLC, Hyperlocal Marketing and related products or servies are proprietary to HLMLLC, and/or its suppliers and are protected under Copyright. All rights are reserved. HLMLLC reserves any rights not expressly granted herein. The Customer acknowledges that he/she/it does not presently know the special skills, techniques or business policies, nor does the Customer have business forms or access to the Company’s body of knowledge, and as such, such information is deemed confidential and a trade secret, as such term is defined within the meaning of Florida Statutes, entitling Company to all protections available under both Florida and Federal law.

ARTICLE 16: FORCE MAJEURE
16.01 If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of HLMLLC, HLMLLC is unable to perform in whole or in part its obligations as set forth in this Agreement, then HLMLLC shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make HLMLLC liable to the Customer or other third parties.

ARTICLE 17: GOVERNING LAW
17.01 This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and HLMLLC agree to submit to the personal and exclusive jurisdiction of the Circuit Court for Broward County, Florida. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose or forever be barred. Contact HLMLLC at: 1-800-991-4534 or send fax to: 954-302-8415.

ARTICLE 18: ATTORNEYS’ FEES AND COSTS
18.01 Any legal controversy or legal claim arising out of or relating to this Agreement or our services, which results in litigation, shall result in each party being solely responsible for its respective attorneys’ fees and costs throughout the entire process of any and all proceedings.

ARTICLE 19: SEVERABILITY AND SURVIVABILITY
19.01 Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
18.02 Survivability. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely – warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

ARTICLE 20: INDEMNIFICATION
20.01 You agree to defend, indemnify and hold harmless HLMLLC against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to attorneys’ fees and costs) or claims caused by or resulting indirectly from your use of the service, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with HLMLLC.

ARTICLE 21: REMEDY
21.01 Customer agrees that his/her/its sole and exclusive remedy to any issues relating to the HLMLLC Service is to discontinue using the Service.

ARTICLE 22: ASSIGNMENT
22.01 In the event of a merger or consolidation of HLMLLC the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.

ARTICLE 23: ENTIRE AGREEMENT
23.01 This Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder between the parties with respect thereto.

ARTICLE 24: WAIVER
24.01 The failure of HLMLLC to enforce a provision of this Agreement shall not be construed as a waiver or limitation of HLMLLC’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

ARTICLE 25: MODIFICATION OF TERMS
25.01 HLMLLC reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Hyperlocal Marketing.com Website located at: http://www.hyperloc.com. Continued use of HLMLLC’s Services after any such changes shall constitute your consent to such changes. HLMLLC does not and will not assume any obligation to notify you of any changes to the Terms of Service.

Terms and Conditions

Terms of Offer – Standard

Terms of Offer – Premium Keyword(s)

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