Terms of Service.

Last updated: [12/11/2019]

These Terms of Service are a legally binding contract (the “Terms of Service,” or “Agreement”) between you and Support Local, LLC, a Tennessee Limited Liability Company, its parent, subsidiaries, representatives, and affiliates (collectively “Support Local,” “we,” “us” or “our”) governing your use of the Support Local application (the “App”) and website (“Site”) and any of our related services or content (the App and Site and related services or content collectively referred to as the “Services”). You agree that your use of the Services is at your sole risk. You must agree to these Terms of Service to use the Services. We may from time to time make changes to the App, Site and/or these Terms of Service. Please check these Terms of Services regularly to ensure you are aware of any changes made by us. Your one time or continued use of the Services, shall be deemed as your acceptance of the changes to the Terms of Service and the reasonableness of these standards for noticing changes.

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND SUPPORT LOCAL CAN BE BROUGHT (SEE SECTION 17). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST SUPPORT LOCAL TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. YOU HAVE THE OPTION TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.

By entering into this agreement, and/or by using or accessing the Support Local Services you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT AS STATED HEREIN, YOU MAY NOT USE OR ACCESS THE SUPPORT LOCAL APP OR SITE OR ANY OF THE SERVICES PROVIDED THROUGH THE SERVICES.

1. General Description of Services. We offer the Services as a tool to allow individuals to connect to and support business and organizations in their community. The Services allow users and participating businesses to participate in certain Rewards Programs, subject to and in accordance with the User Reward Program Terms and Conditions or the Business Rewards Programs Terms and Conditions, as applicable. The Services also host certain sweepstakes for organizations to conduct sweepstakes promotions. In each Sweepstakes, an organization is seeking to raise money for itself. Each Sweepstakes is separate and entry into one Sweepstakes is not entry for any other Sweepstakes. Details on the exact dates for any Sweepstakes, along with the prize(s) available in that Sweepstakes, the beneficiary organization, and any other details will be listed at the “Sweepstakes Official Rules” within the campaign page for each Sweepstakes. We are constantly evolving and improving the Services and may add or change features and offerings in the future. We may also modify, suspend or discontinue all or some of the Services at any time without notice or liability.

2. Eligibility. Use of the App is intended for individuals who are at least thirteen (13) years old. Additional restrictions may apply for any particular Sweepstakes, Reward Programs or promotions and will be disclosed in the specific rules for that promotional offer. If you are not at least thirteen (13) years old, you are not permitted to access, visit or use the Services.

3. Registration and License. As a condition to using certain Services (such as the Support Local App), you will be required to register through the Services. You agree to provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Service, which may result in immediate termination of your account. Upon registration, you will be required to select a User Id and a password. You many not select or use as a User ID a name (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration (or cancel a User ID) for any reason in our sole discretion. You shall be responsible for maintaining the confidentiality of your User ID and password. You are not allowed to share you User ID and/or password for any reason and are fully and solely responsible for all activities that occur under your account. You agree to notify us immediately upon learning of any unauthorized use of your account or any other breach of security.

4. Use of the App. Subject to your compliance with these Terms of Service, Support Local hereby grants you a limited non-exclusive, non-sublicensable, non-transferable, revocable license to use the App on a compatible device as permitted by the applicable compatible device platform terms and in accordance with this Agreement. All other rights in the App are reserved by Support Local.

You acknowledge that your agreement with your mobile network provider (“Mobile Provider”) will apply to the use of the App. You acknowledge that you may be charged by the Mobile Provider for data services while using certain features of the App or any such third party charges as may arise and you accept responsibility for such charges. If you are not the bill payer for the Device being used to access the App, you will be assumed to have received permission from the bill payer for using the App. You acknowledge that where you use services provided by Apple or Google (or any other third parties) in connection with your use of the App, you will be subject to Apple’s, Google’s (or the applicable third party’s) terms and conditions and privacy policy and should ensure that you have read and agree to such terms.

5. Privacy policy. By using the Services, you consent to Support Local’s collection, use, and disclosure of information about you and your device and agree to be bound by the terms of our Privacy Policy. Please refer to our Privacy Policy for information about how we collect, use and disclose information about you and your mobile device. Please review our data collection practices carefully before using our Services. Our Privacy Policy is expressly incorporated by reference into this Agreement. A complete statement of our privacy policy can be found at [https://www.iubenda.com/privacy-policy/44550785].

6. Content. “Content” means any content or materials, including, without limitation, text, visual elements (e.g. graphics, images, etc.), illustrations, logos, trademarks, service marks, copyrights or photographs, videos or data.

a. Responsibility of User Content. As between you and Support Local, you own all Content you provide to Support Local in connection with the Services (“User Content”). You are solely responsible and bear all liability for and risk from any User Content you provide to us, the Site or that you make available in connection with the Services. You agree that we are only acting as a passive conduit for the online distribution and publication of your User Content. Please carefully consider whether to provide your User Content in connection with the Services. You are solely responsible for your interaction with other users of the Services, whether online or offline.

b. Compliance with Laws. You are responsible for being informed about and complying with all laws, rules and regulations that apply to you use of the Services and any User Content you provide in connection with the Services. You represent and warrant that you have all rights and authorization necessary for the User Content that you provide in connection with the Services and that it will not infringe any third-party rights (including the rights of privacy and intellectual property rights) or violate any applicable law or regulation.

c. License Grant to Support Local. You hereby grant Support Local a perpetual, irrevocable, non-exclusive sublicensable, transferable worldwide royalty-free right and license to use all User Content you provide for any purpose, including the right to copy, store, modify, distribute, perform, display, reformat, excerpt, translate and create derivative works of the User Content, in any media known now or in the future, and allow others to do the same, all without compensation to you. You also irrevocably waive any so-called moral rights and rights of attribution.

d. Content Provided by Other Users or Third Parties. You understand that Support Local is not responsible for User Content provided by any other users or other third parties and Support Local takes no responsibility and assumes no liability for any User Content that any other user of the Services posts or sends through the Services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise not suitable for you.

e. No Compensation for User Content. Support Local will not compensate you in any manner for anything, including your use of the Services and any User Content you provide through the Services.

f. Support Local’s Rights to Screen and Delete User Content. We reserve the right but do not undertake the obligation to pre-screen, filter or categorize any User Content. We may also investigate you, your account or any User Content you submit in connection with the Services. In addition to or instead of terminating or suspending your use of the Services and any other remedies, we may immediately take down any User Content or take any other action we think is appropriate to deal with any issue we believe is problematic in our sole discretion. We reserve the right to block access to and/or edit or remove any User Content which in our reasonable opinion may give rise to a breach of these Terms of Service.

g. Ownership of Support Local Content. Except with regard to User Content that you own, Support Local (or its licensor) owns all Content provided through the Services, and all intellectual property rights in the Services. Support Local retains all right, title and interest in the Services, its trademarks, service marks and logos, including all technology and processes and any enhancements or modifications. You many not copy, modify, create derivative works from or distribute any Content that you did not provide (whether that Content has been posted by us or a third-party) or our trademarks, service marks or logos, or create any additional service or website that includes or is based on our Services or any Content you did not provide. Unless expressly granted in these Terms of Service, you have no right, title or interest in the Services.

7. Additional Specific Terms (Promotions, Sweepstakes, Reward Programs). Support Local, in its sole discretion, may make available to you, and other prospective users, promotions, sweepstakes, and reward programs with different features and additional terms, policies or agreements that apply. If you have enrolled in the Rewards Program, you agree to be subject to the additional terms set forth in the applicable User Rewards Program Terms and Conditions ([www.supportlocalapp.com/user-rewards-program-terms-and-conditions]), or Business Rewards Program Terms and Conditions ([www.supportlocalapp.com/business-rewards-program-terms-and-conditions]), as such terms may be amended from time to time. If you participate in a Sweepstakes conducted on the Services, you acknowledge and agree that they are governed by the individual Sweepstakes Official Rules applicable to the promotion and organization which will be found on the organization’s campaign page offering such sweepstakes.

Participating businesses using the Services as part of a Support Local business account and participating organizations using the Services as part of a Support Local organization account may be required to enter into a separate service or listing agreement, as applicable, and the additional terms and conditions contained within such agreements shall be in addition to these Terms of Service. These Terms of Service are expressly incorporated into each service or listing agreement, and each listing or service agreement incorporates these Terms of Service. Where there is any conflict between these Terms of Service and the terms or conditions in any service or listing agreement, the applicable service or listing agreement shall govern and control.

8. General Provisions Related to Sweepstakes

(a.) Overview. Each Sweepstakes is intended to benefit a named charitable organization and is governed by: (a) Our Terms of Service, and (b) the details for that particular Sweepstakes (start/end dates, prize details, entry methods and limits of entry, and any and all other specific details) posted on the campaign page for that Sweepstakes. In the event of any conflict with these Terms of Service and the individual Sweepstakes Official Rules, the individual Sweepstakes Official Rules will govern and control.

(b.) No Purchase Necessary. No purchase, donation, or other payment is ever necessary to enter a Sweepstakes, though you may enter by making a voluntary donation at the time of entry by approved payment methods. Making a donation will not increase your chances of winning. See the Sweepstakes Official Rules for details on how to enter without making a donation.

(c.) Data. Information you submit in connection with a Sweepstakes will be shared with the applicable organization that is the beneficiary and Sponsor of that Sweepstakes per our Privacy Policy.

(d). Voluntary Donations. All donations to support any charitable organization are voluntary. Payment, processing and transaction fees may be deducted from a donation. You should read the campaign pages and applicable Sweepstakes Official Rules for each charitable organization for additional information. All donations are final and non-refundable.

9. No guarantee of Program participation. We do not guarantee or promise that any local businesses or stores, merchants, or charitable organizations will join or continue participation in any Program, any individual Sweepstakes, or the Services for any length of time.

10. App Location-based services. If you are using any of the App’s location-based services or functionality (“Location Services”) then, in addition to the remainder of this Agreement, then the following clauses in this Section 10. will also apply in respect to the use of the Location Services. The Location Services are offered by collecting, storing, transmitting, or processing your location data and/or your device. By using the Location Services, you are deemed to consent to us using the location data for the purpose of proving the Location Services to you in accordance with our privacy policy. You agree that such Location Services may be erroneous, inaccurate, incomplete, or time-delayed and shall not be used for emergency or lifesaving purposes. We do not warrant, and you agree that the Location Services may contain inaccuracies, be incomplete and/or suffer from time-delays. In particular, we do not represent or warrant that: (i) your use of the Location Services will meet your requirements; or (ii) any information obtained by you as a result of your use of the Location Services will be accurate or reliable. Without limiting the foregoing, you acknowledge that some Location Services may not be available for use at all times and in certain circumstances.

11. Communications. By entering into this Agreement or using the Services, you consent to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Support Local, its affiliated companies and organizations and businesses, may include but are not limited to: operational communications concerning your account, updates concerning features of the Services, communications concerning promotions run by us or our third-party partners. If you want to opt-out from certain non-transactional communications, you will have the opportunity to do so. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You agree that any notices, agreements, disclosures, or other communications that Support Local sends to you electronically will satisfy any legal communication requirements, including that such communications by in writing. In the event that the last email address, phone or other user information you provided to Support Local is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Support Local’s dispatch of the email, text, call or notification containing such notice will nonetheless constitute effective notice. You should maintain copies of electronic communication by printing a paper copy or saving an electronic copy.

12. Subscription/Usage Fees. The Support Local App does not currently charge subscription or other fees for the use of the App or its services to non-business, non-organization account users. However, you acknowledge and agree that Support Local reserves the right, at any time, in its sole discretion, to charge you for and collect fees from you for the use of the App and its services and to send and receive communications. Support Local will provide notice of any fee collection via the App prior to implementing such a fee, and you will have a choice at that time to continue to use the App and its services or not. If you choose not to pay, Support Local reserves the right to immediately terminate your access to the App and Services.

13. Prohibited Uses. As a condition of use, you promise not to use the Services, or functions available for use through the Services, for any purpose that is unlawful or prohibited by these terms, or any other purpose not reasonably intended by the Services. By way of example, and not as limitation, you agree not to use the Services:

a. To abuse, harass, threaten, impersonate or intimidate any persons or entity;

b. To post or transmit, or cause to be posted or transmitted, any content that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or that infringes any copyright or other right of any person

c. To communicate with Us or any other users, participating businesses, or organizations, in an abusive or offensive manner

d. To promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

e. For any purpose that is not permitted under the laws of the jurisdiction where you use the Services

f. To post of transmit, or cause to be posted or transmitted, any communication designed or intended to obtain password, account, or private information from any of Our users;

g. To create or transmit unwanted ‘spam’ to any person or any URL;

h. To create multiple accounts for the purpose of entering into any offered Sweepstakes in violation of the Sweepstakes Official Rules;

i. To furnish false data including false names, addresses and contact details and fraudulently use credit/debit card numbers

j. To attempt to circumvent our security or network including to access data not intended for You, log into a server or account You are not expressly authorized to access, or probe the security of other networks

k. To interfere with or disrupt the Services or servers or networks connected to the Services

l. extract data from or hack into the Services

m. To engage in any conduct, which in Our reasonable opinion, restricts or inhibits any other user from properly using or enjoying the Services

n. Use the Services in any way that infringes on our or any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy

o. Violate any Reward Program, Sweepstakes, or other promotion rules if you participate in any

p. Cause any third party to engage in the restricted activities above.

In addition to our entitlement to suspend, terminate, or limit your access to the Services at any time, we may in our sole discretion, limit, suspend, block, prohibit access, delay or remove Content, or temporarily or permanently terminate the Services and user accounts, or take other technical and legal steps to keep users from using the Services if we think any activity or use is a prohibited use in violation of these Terms of Service.

14. Intellectual Property Rights. Except with regard to User Content, the names, trademarks, service marks, graphics and logo, copyrights, and other intellectual property displayed on the Site or App or used in connection with the Services (collectively “Support Local Intellectual Property”) are owned by Support Local or its licensors. Nothing contained on the Site or App or used in connection with the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use Support Local Intellectual Property, or any license or right to us any other intellectual property owned by any other third-party. In the event you misuse any Support Local Intellectual Property in violation of these Terms of Service, Support Local will aggressively enforce its intellectual property rights to the fullest extent of the law. You agree not to prepare derivative works from, reverse engineer, disassemble or decompile or exploit any portion of the Services, our Content, code, or third-party Content without prior written consent from us, or upon our direction, from the respective owner of said material.

15. Third Party Sites, Advertisers and/or Services. Our Services may include links to third party websites, advertisers, content resources, promotions or services which are provided by third parties and not owned or controlled by us (“Third Party Content”). We have no control over, and assume no responsibility for, Third Party Content, or the privacy policies, or practices of any third party. If you access Third Party Content from the Services, you do so at your own risk and you understand that these Terms of Service and Support Local’s Privacy Policy do not apply to your use of Third Party Content. You acknowledge and agree that we are not responsible for the availability of any Third Party Content, and do not endorse any advertising, products, services or other materials on or available via Third Party Content. Additionally, if you purchase goods or services from third-party companies that place advertising on the Services, your business dealings, or correspondence with, or participation in promotions of any third party companies, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, promotions, good or services are solely between you and the companies offering the applicable goods or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss of any sort caused or alleged to be caused by or in connection with your dealings with third party companies that place advertising on the Services, or your use of or reliance on any content, goods, or services available on or through any such Third Party Content. Your representations, warranties and obligations in this Section 15 survive termination of these Terms of Service.

16. INDEMNITY; DISCLAIMERS; LIMITS ON LIABILITY.

(a.) Indemnity. You agree to indemnify, defend and hold harmless Support Local, and its respective parent, affiliates, officers, directors, employees, contractors, licensors, agents, and representatives, (“Support Local Indemnitees”) against any and all liabilities, claims, actions, suits or proceedings, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and all other legal fees) (“Liabilities”) incurred by Support Local Indemnitees in any way arising out of or relating to (a) Your use of the Services, (b) any other party’s use of the Services using your user ID, and/or other identifier, and/or (c) Your breach of these Terms of Service. Support Local reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and if Support Local assumes defense and control, you agree to cooperate with our defense of an applicable claim. You agree not to settle any matter related to the Services, including indemnified claims, without our prior written consent. We will use reasonable efforts to inform you of any indemnified matter.

(b.) DISCLAIMERS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY SERVICES PERFORMED OR PROVIDED BY THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND ABOUT THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, IMPLIED WARRANTIES OF COURSE OF DEALING AND NON-INFRINGEMENT. SUPPORT LOCAL MAKES NO REPRESENTATION AS TO THE POTENTIAL BENEFITS YOU MAY REALIZE BY USING THE SERVICES. SUPPORT LOCAL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THOSE MENTIONED ABOVE, WITH RESPECT TO THE GOODS OR SERVICES PURCHASED BY YOU WITH GIFT CARDS RECEIVED BY YOU UNDER ANY PROGRAM OR PRIZE(S) RECEIVED BY YOU UNDER ANY SWEEPSTAKE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVE BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

SUPPORT LOCAL IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY A THIRD-PARTY OR BY YOU OR ANYTHING ACCESSED VIA ANY LINKS TO THIRD PARTY WEBSITES, SERVICES, OR SOFTWARE. SUPPORT LOCAL DOES NOT UNDERTAKE ANY OBLIGATION TO ENFORCE THEIR POLICIES OR RIGHTS AGAINST ANY THIRD PARTY. YOU BEAR ALL RISKS ASSOCIATED WITH USING THIRD PARTY LINKS, WEBSITES, ETC. SUPPORT LOCAL IS NOT RESPONSIBLE OR LIABLE FOR THE CONDUCT OF ANY USER OF THE SERVICES.

WE DO NOT WARRANT THAT THE APP WILL ALWAYS BE ACCESSIBLE, UNINTERUPTED, TIMELY, SECURE, ACCURATE, RELIABLE, ERROR FREE OR FREE FROM VIRUS OR OTHER INVASIVE OR DAMAGING CODE OR THAT APP WILL NOT BE AFFECTED BY ANY ACTS OF GOD OR OTHER FORCE MAJEURE EVENTS.

(c.) Limitations on Liability. SUPPORT LOCAL SHALL NOT BE LIABLE FOR (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, STATUTORY DAMAGES OR PENALTIES, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION), EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES, OR (B) LOSS OF OR DAMAGE TO REPUTATION ARISING IN CONNECTION WITH, OR OUT OF, OR AS A RESULT OF (I) THESE TERMS OF SERVICE OR THE SERVICES, AND (II) ANY ACTS OR OMISSIONS OF ANY OF SUPPORT LOCAL INDEMNITEES IN CONNECTION WITH THESE TERMS OF SERVICE OR THE SERVICES. THE ONLY REMEDY AVAILABLE TO UNDER THESE TERMS OF SERVICE AND IN CONNECTION WITH THE SERVICES IS REIMBURSEMENT OF ANY FEES YOU HAVE PAID IN CONNECTION WITH THE PORTION OF THE SERVICES GIVING RISE TO THE DISPUTE. IN THE EVENT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE THE SUPPORT LOCAL INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND LIABILITIES OF EVERY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO THESE DISPUTES.

(d.) Exceptions to Disclaimers and Exclusions of Damages. NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABLITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABLITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMTED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT.

Agreement to Binding Arbitration Between You and Support Local

MANDATORY ARBITRATION. Please read this section carefully. It is part of your contract with Support Local and affects your rights. THIS SECTION PROVIDES FOR MANDATORY RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND A CLASS ACTION WAIVER.

(a). ARBITRATION PROCEDURES. YOU AND SUPPORT LOCAL AGREE THAT ANY AND ALL DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR ARISING OUT OF THESE TERMS OF SERVICE, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, THE PARTIES’ RELATIONSHIP WITH EACH OTHER AND/OR ANY USE OR PROVISION OF THE SERVICES (COLLECTIVELY, "CLAIMS") SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION ADMINISTERED BY AMERICAN ARBITRATION ASSOCIATION (THE "AAA"). JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THIS AGREEMENT TO ARBITRATE ALSO REQUIRES YOU TO ARBITRATE CLAIMS AGAINST OTHER PARTIES RELATING TO SERVICES OR PRODUCTS PROVIDED TO YOU IF CLAIMS ARE ASSERTED AGAINST SUPPORT LOCAL IN THE SAME PROCEEDING. ARBITRATION WILL BE CONDUCTED UNDER THE AAA'S PUBLISHED COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “AAA RULES”) THEN IN EFFECT. THE AAA RULES AND PROCEDURES ARE AVAILABLE AT: HTTP://WWW.ADR.ORG OR BY CALLING THE AAA AT 1-800-778-7879. YOU AND SUPPORT LOCAL EACH AGREE TO BEAR ALL YOUR OWN FEES, COSTS, AND EXPENSES, INCLUDING BUT NOT LIMITED TO, THOSE FOR ANY ATTORNEYS, EXPERTS, AND WITNESSES. THE EXCLUSIVE PLACE OF ARBITRATION SHALL BE IN DAVIDSON COUNTY, TENNESSEE. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE PARITES SHALL MAINTAIN THE CONFIDENTIAL NATURE OF THE ARBITRATION PROCEEDING AND THE AWARD, INCLUDING THE HEARING, UNLESS OTHERWISE REQUIRED BY LAW OR JUDICIAL DECISION.

(b.) PREFILING NOTICE OF CLAIM. Before instituting arbitration or suit pursuant to Section 17.a., you agree you shall provide Support Local with an opportunity to resolve the claim by sending a written description of the claim to Support Local at the address and email address below. A notice of claim/notice of dispute must describe the nature and basis of the dispute or claim and set forth the specific relief sought. If Support Local is not able to resolve the claim within thirty (30) days of receipt of notice, then either you or Support Local may initiate arbitration or suit as described in Section 17.a.. All claim notices must be sent by certified mail and or overnight express delivery with verification to: (if to Support Local: Support Local, LLC Attn: Danny Coleman 1100 Hatcher Lane Columbia TN 38401 or help@supportlocalapp.com; if you: last mailing address you registered with Support Local. You will not demand arbitration or file suit pursuant to Section 17.a. unless you follow the foregoing procedures in this Section 17.b. and this Section 17.b. may be pleaded as a full and complete bar and defense to, and may be used as a basis for an injunction against, any arbitration, action, suit, or other proceeding instituted in breach of this Section 17.b..

(c.) WAIVER OF JURY TRIAL. THE PARTIES AGREE THAT, BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY.

(d.) WAIVER OF CLASS ACTION. THE PARTIES AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. YOU AND SUPPORT LOCAL AGREE THAT YOU MAY ONLY BRING CLAIMS AGAINST THE OTHER IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES AGREE THAT, UNLESS AGREED IN WRITING OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

(e.) EXCEPTION – SMALL CLAIMS COURT. Notwithstanding the parties’ decision

to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

(f.) CLAIMS ARE TIME-BARRED. You agree that regardless of any statute or law to

the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Services or otherwise under these Terms of Service must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim. The provisions of this Section 17.f., entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between you and us.

(g.) 30 DAY RIGHT TO OPT OUT. You have the right to opt-out and not be bound by

the arbitration and class action waiver provisions set forth in this Section 17 by sending written notice of your decision to opt-out to the following address: 1100 Hatcher Lane Columbia TN 38401 The notice must be sent within thirty (30) days of registering to use the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 17. If you opt-out of these arbitration provisions, Support Local also will not be bound by them.

(h.) PERSONAL JURISDICTION/EXCLUSIVE VENUE. Solely to the extent the

arbitration provisions set forth in this Section 17 do not apply under Section 17.e., or for the purposes of either party enforcing an award granted pursuant to arbitration, you and Support Local agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Davidson county, Tennessee, and waive any objection as to personal jurisdiction, venue or inconvenient forum in such courts.

18. Promotional License; Publicity. You hereby grant Support Local a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right to use your user name, company name, company logo, and any material or Content you provide, publicly or privately for promotional purposes (such as on our Site, or a third-party site) concerning your use of the Services (e.g. your use of Support Local App) in our communications materials, including but not limited to, our Site, websites, presentations, media advertising or other promotional material.

19. Term and Termination; Effect of Termination; Survival. This Agreement commences on the date you accept it (as described in the preamble above) and will remain in effect until you elect to terminate or Support Local elects to terminate. Support Local shall be entitled to suspend, terminate, or limit your access to the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with the Services. If you wish to terminate your account, you may choose to do so by following the instructions on our Site or App or contacting support at [help@supportlocalapp.com]. Upon termination of this Agreement, or suspension of your account, you shall make no further use of the Services. Limited access to Services, or termination or suspension of this Agreement shall not affect any obligations accrued prior thereto. All provisions of this Agreement which by their nature should survive, shall survive termination or suspension of the Services and/or closure of your account, including without limitation, all provisions relating to intellectual property, confidentiality, disputes, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

20. Governing Law. These Terms of Service and all matters arising out of these Terms of Service shall be governed by, construed and enforced exclusively in accordance with the internal laws of the State of Tennessee, without regard to the conflicts of laws principles or provisions.

21. Entire Agreement; Integration. These Terms of Service, together with Support Local’s Privacy and Cookie Policy found at [www.iubenda.com/privacy-policy/44550785], the User Rewards Terms and Conditions or Business Rewards Terms and Conditions, as applicable, and any Service or Listing Agreement entered into by a business or organization, sets forth the entire understanding of the parties hereto with respect to the Services and is the final and complete expression of all agreements between the parties and supersedes all previous oral and written agreements regarding the Services, subject to our ability to effect Modifications as contemplated herein.

22. Assignment. We can assign these Terms of Service to any entity that agrees to be bound by these Terms of Service.

23. Waiver; Severability. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We will not guarantee we will take action against all breaches of these Terms of Service. If any part of this Agreement is unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected and will remain in full force and effect.

24. No Third-Party Beneficiaries. These Terms of Service are between you and Support Local. There are no intended third-party beneficiaries.

25. Relationship of Parties. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms of Service.

26. Headings and Placement. The headings and organization of such headings or content in these Terms of Service are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

Contact Us. If you have any questions about these Terms of Service or your account, you may contact Support Local by email at [help@supportlocalapp.com] or by postal mail at [1100 Hatcher Lane Columbia TN 38401].