LocalEyes Digital Limited Terms and Conditions

These LocalEyes Digital Limited Terms and Conditions ("Terms") are entered into by LocalEyes Digital Limited (registered number: 11900939) with its registered office located at 47 Great Marlborough Street, London, W1F 7JP ("LocalEyes") and the entity executing these Terms or that accepts these Terms electronically ("Customer"), (together "the Parties"). LocalEyes website is www.localeyes.co.uk ("Application"). These Terms govern Customer’s purchase and participation in the LocalEyes advertising product and Application. In consideration of the foregoing, once accepted electronically by the Customer, the Parties agree as follows:

1. Definitions

"Ad": Means the Customer’s Advertising Material

"Customer": Means the person or Company that purchases LocalEyes Ad Services

"Parties": Means LocalEyes and the Customer

"Partner": Means a Third Party Partner

"Application": Means LocalEyes Website found at www.localeyes.co.uk

"Publisher": Means any Website with Advertising Inventory

2. Application

Customer authorises LocalEyes to place Customer’s advertising materials on any Publisher website provided by LocalEyes, or, as applicable, a Partner. The Application is an advertising platform on which Customer authorises LocalEyes and its Partners to use automated tools to format Ads. LocalEyes and its Partners may also make available to Customer certain optional Application features to assist Customer with the selection or generation of Ads. Customer is not required to use any of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Customer uses these features then Customer will be solely responsible for the Ads. LocalEyes or Partners may reject or remove a specific Ad at any time for any or no reason. LocalEyes and its Partners may modify or cancel Application at any time. LocalEyes cannot guarantee the number of impressions served will exactly meet the number of impressions booked and number of clicks received during the campaign period. LocalEyes will not be liable for any under or over-delivery of impressions or number of clicks. LocalEyes does not guarantee that Ads booked through the Application will appear on any particular website and/or that impressions will be spread evenly across any particular websites. LocalEyes does not guarantee that inventory meeting any criteria selected by the Customer will necessarily be available nor that it will be available in the volume desired by Customer. LocalEyes cannot guarantee all Ads will be targeted at any specific audience to meet any selected target (e.g. gender, age, day of the week, part of the day, geolocation, or other).

3. Policies

Customer is solely responsible for its use of the Application including any access to and use of Application accounts and safeguarding usernames and passwords.  Customer also authorises LocalEyes to modify Ads to ensure compliance with these Terms. Customer will not, and will not authorise any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries or clicks or (ii) query or otherwise collect LocalEyes advertising-related information from the Application except as expressly permitted by LocalEyes, (iii) attempt to interfere with the proper functioning of the Application; (iv) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which Ads are displayed, placed or otherwise made available; (v) violate any technical specifications posted on the Application or (vi) engage in any other illegal or fraudulent business practice under the laws of any state or country where an Ad is made available.

4. Copyright

When submitting advertising material, Customer agrees not to upload or transmit any materials (for example artwork, images, photos, videos, audio, creative, logos, strapline and other material) that infringe any patent, trademark, copyright or other proprietary rights of any third party.

5. Warranty Rights and Obligations

Customer warrants and undertakes that it will comply with its obligations under these Terms. The Customer must not allow their ad to defame, abuse, harass, stalk, threaten or otherwise violate or infringe the rights of any person or entity (including rights of intellectual property (including moral rights), confidentially, or rights of privacy); and/or contain any material which is unlawful, illegal, condones illegal or unlawful behaviour, indecent, defamatory, hateful or racially, ethically, sexually orientated or otherwise offensive or objectionable, or of an obscene or menacing character, or that may cause annoyance inconvenience or needless anxiety. Customer warrants that (a) Customer holds, and grants LocalEyes and its Partners the rights in Ads for LocalEyes and its Partners to operate the Application (including, in the case of feed data, after Customer ceases to use the Application), (b) all information and authorizations provided by or on behalf of Customer are complete, correct and current, and (c) the Ads will not: (i) violate or encourage violation of any law or applicable regulation or code of practice; or (ii) infringe any intellectual property rights of any third party and or contain any material which may be harmful, abusive, obscene, threatening or defamatory. By providing any mobile or other telephone number to LocalEyes in connection with the Application, Customer acknowledges that LocalEyes, its Partners and their agents may send text messages to the provided telephone numbers, including by an automatic telephone dialling system, for purposes of the Application. Customer further authorises LocalEyes, its Partners and their agents to send electronic mail to Customer for purposes of the Application. Customer will not provide Ads that contain or connect to malware, spyware, unwanted software or any other malicious code or knowingly breach or circumvent any Application security measure.

6. Payment

Payment will be made in advance via the LocalEyes payments page.

7. Disclaimers

No conditions, warranties or other Terms apply to any Application or to any other goods or services supplied by LocalEyes or its Partners under the Terms unless expressly set out in the Terms. To the fullest extent permitted by law, no implied conditions, warranties or other terms apply (including any implied Terms as to satisfactory quality, fitness for purpose or conformance with description). None of LocalEyes or its Partners makes any guarantee in connection with the Application or Application results. To the fullest extent permitted by law, LocalEyes makes no promise to inform Customer of defects or errors.

8. Limitation of Liability

(a) Nothing in these Terms will exclude or limit Customer’s liability: (i) for death or personal injury resulting from the negligence of either party or their servants, agents or employees; (ii) for fraud or fraudulent misrepresentation; (iii) under Clause 9 (Indemnification) or Clause 5 (Warranties), (iv) for payment of sums properly due and owing by the Customer in the course of normal performance of the Terms; or (v) for anything which cannot be excluded or limited by law. (b) LocalEyes shall not be liable under or in connection with these Terms (whether in contract, tort, including, without limitation, negligence or otherwise) for any: (i) loss of profit; (ii) loss of anticipated savings; (iii) loss of business opportunity; (iv) loss of or corruption of data; (vi) loss or damage resulting from third party claims; or (vii) indirect or consequential losses; suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date these Terms were accepted by Customer). (c) Subject to sub-clauses 8(a) and (b) above, LocalEyes aggregate liability to the other arising from any given event or series of connected events under or in connection with the Terms shall be limited to the greater of: (i) the amount paid or payable by Customer to LocalEyes to make use of the Application.

9. Indemnification

Customer will defend, and indemnify LocalEyes, its Partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs fees (including reasonable legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. Partners are intended third-party beneficiaries of this Clause. Customer warrants that it will comply with all Data Protection Laws and Regulations including GDPR and will indemnify and hold harmless LocalEyes for any breach of such regulations and any inadvertent supply of personal information to LocalEyes or Partners.

10. Changes to Terms; Termination

LocalEyes may make non-material changes to these Terms at any time without notice, but LocalEyes will provide advance notice of any material changes to these Terms.  The modified Terms will be posted at www.localeyes.co.uk. The changes to the Terms will not apply retroactively and will become effective 7 days after posting.  However, changes made for legal reasons will be effective immediately upon notice. LocalEyes may suspend Customer’s ability to participate in the Application at any time, for example, in the event of payment issues, suspected or actual violations of these Terms or for legal reasons. In all cases, the running of any Customer campaigns after termination is in LocalEyes’s sole discretion.

11. Miscellaneous

(a) These Terms are governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning these Terms or the Application. (b) Nothing in these Terms will limit a party’s ability to apply to any court to seek equitable relief. (c) These Terms set out all Terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms neither party has relied on, nor neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms. (d) Customer may not make any public statement regarding the relationship contemplated by these Terms (except when required by law).   (f) Except for modifications to these Terms by LocalEyes under Clause 10, any amendment must be agreed to by both parties and must expressly state that it is amending these Terms.  Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms.  If any term (or part of a term) of these Terms is invalid, illegal or unenforceable, the rest of these Terms will remain in full force and effect. (g) Customer may not assign any part of these Terms without the written consent of LocalEyes, LocalEyes may assign or novate all or part of its rights and/or obligations under these Terms to a Partner or Third Party and Customer may assign all of its rights and obligations under these Terms to an entity that directly or indirectly controls, is controlled by, or is under common control with Customer but only where (I) the assignee agrees in writing to be bound by these Terms, (II) Customer remains liable for obligations under these Terms if the assignee defaults on them, and (III) Customer has notified LocalEyes of the assignment. In addition, LocalEyes may assign any debt which is owed to LocalEyes by Customer to a third party without the consent of the Customer.  Any other attempt to transfer or assign is void.  (h) Except as expressly listed in Clause 9, there are no third-party beneficiaries to these Terms.  (i) These Terms do not create any agency, partnership or joint venture among the parties. (k) Except for payment obligations, no party or its Partners are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Dated 20th December 2019