Terms of Use

I. About Local Gift

Local Gift, Inc., and its affiliates or subsidiaries, if any, (“Local Gift” or the “Company”) owns and operates the website www.yourlocalgift.com, as well as related subdomains, and any mobile, table, or other smart device applications, and related application program interfaces, software, technology, and programs (the “Site”).

These Terms of Use (the “Agreement”) constitutes a contract between you and Local Gift governing your access and use of the Site, and any information or function or offering or service provided by or made available by Local Gift through the Site (“Services”). By using the Site, or registering an account with Local Gift, you hereby represent and warrant: (i) that you have read, understood, and agree to be bound by this Agreement; (ii) you are of legal age in the jurisdiction in which you reside to form a binding contract with Local Gift; and (iii) that you have the authority to enter into this Agreement personally, and if applicable, on behalf of any organization or entity on whose behalf you have created an account and to bind such organization or entity to this Agreement.

You also agree to be bound by the various other policies and contracts referenced herein, including our Privacy Policy, and other policies and agreements made available on the Site, which are incorporated as if fully set forth herein. “Using” means to access in any way, including with any crawlers, data mining, robots, extraction tools, or otherwise. If you do not agree with these Terms of Use, you may not access or use the Site or Services, and you should IMMEDIATELY STOP USING THE SITE OR SERVICES.

THESE TERMS OF USE INCLUDE A DISPUTE RESOLUTION / ARBITRATION AGREEMENT; A CLASS ACTION WAIVER, A LIMITATION OF LIABILITY, AND AN INDEMNIFICATION / RELEASE. PLEASE REVIEW THESE SECTIONS CAREFULLY.

II. Modifications

Subject to the terms of this Agreement which may bear on the ability to modify this Agreement, Local Gift reserves the right to modify the terms and conditions of this Agreement or its policies related to the Site and Services at any time, at its sole discretion, effective prospectively and not retroactively upon the publishing of such modified version of the Agreement on the Site. If you do not agree to the changes, you may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes.

It is your responsibility to revisit our Terms of Use regularly to ensure you stay informed of any changes, and you agree that posting such changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Site or Services will constitute acceptance of these changes and the Terms of Use as modified.

III. Ownership

Local Gift alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Site and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Site or the Services, or any intellectual property rights owned by Local Gift. The names, logos, and product names associated with the Site and Services are trademarks of Local Gift, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or the Services.

By using the Site and accepting these Terms of Use: (a) Local Gift grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the Site pursuant to this Agreement and to any additional terms and policies set forth by Local Gift; and (b) you agree not to rent, lease, reproduce, distribute, sell, re-sell, license, reverse engineer, create derivative works from, publicly display, or publicly perform any content, product, or Services obtained or made available through the Site without the express permission of Local Gift.

IV. Rules Regarding Use of Site

By using the Site, you agree:

that any purchase or participation in any program made available through the Site or Local Gift shall be in accordance with the terms of this Agreement.
that you have reached the age of majority in the state or province in which you reside, and you are able to create a valid, binding legal obligation;
to use the Site and Services only in a manner that complies with the Agreement and all applicable laws, rules and regulations, including, without limitation, laws regarding online conduct and your content (as described in Section V, below);
to only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other users, Local Gift employees, or our community;.
that you are not barred from receiving products or Services under applicable law, and you will not cause any products or Services to be provided to anyone who is barred from receiving them under applicable law;
that any purchases made through the Site will be legitimate and comply with the letter and the spirit of the terms of the respective offering;
that any purchases made through the Site, or use of any Services, shall be only be made for personal enjoyment or as a gift for another person;
that any information you provide Local Gift regarding yourself or any recipient is accurate and true, is not privileged or confidential (and, if it is, that you are able to and are electing to waive such privilege or confidence) and that you have the legal authority to provide such information;
that you will keep secure and confidential your account password or other identification credential we may provide you to access the Site or Services;
not to use the Site or Services for any commercial or other purposes that are not expressly permitted by this Agreement, including resale, or in a manner that falsely implies our endorsement, partnership or otherwise misleads others as to your affiliation with us;
not to access the Site or Services using a third party's account/registration without the express consent of the Account holder and not to attempt to impersonate another user or person;
not to avoid, bypass, remove, deactivate, impair, descramble, or attempt, through any means, to circumvent any technological measure implemented by Local Gift to protect the Site, or otherwise attempt to gain unauthorized access to any part of the Site and/or any Service, other Account, computer system, and/or network connected to any Local Gift server;
not to use the Site or Services in any manner that could damage, disable, overburden, and/or impair the Site, any Local Gift server, or the network(s) connected to any Local Gift server, and/or interfere with any other party's use and enjoyment of the Site;
not to advertise to, or solicit, any user, merchant, or other business to buy or sell any products or services, or use any information obtained from the Site or the Services in order to contact, solicit, or advertise or sell to any user, merchant, or other business, in each case, unless specifically authorized in writing by Local Gift;
not to deep-link to or frame the Site and/or access the Site manually and/or with any robot, spider, web crawler, extraction software, automated process, and/or device or other means to scrape, copy, and/or monitor any portion of the Site and/or any Materials and/or other content on the Site, unless specifically authorized in writing by Local Gift;
not to conduct any scraping, indexing, surveying, data mining, or any other kind of systematic retrieval of data or other content from the Site, or to gain any unauthorized access to the Site;
not to create or compile, directly or indirectly, any collection, compilation, database, or directory from the Site; not to tamper with, disrupt, or otherwise interfere with the proper functioning of the Site, or any of its security functions, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or affiliated or linked sites;
not to create merchant reviews or blog entries for or with any commercial or other purpose or intent that does not in good faith comport with the purpose or spirit of the Site;
not to copy, publish, or redistribute any coupon or discount code or promotional code or act in bad faith in an attempt to manipulate or gain an unintended commercial benefit from incentive offers;
not to use the Site or Services in a malicious manner that could reasonably be deemed to harm Local Gift or its business interest or reputation;
not to harass, annoy, intimidate, or threaten any Local Gift employees, contractors, or agents engaged in providing any portion of the Services and not to engage in any other behavior that Local Gift deems inappropriate when using the Site or Services;
not to use the Site to harm, harass, annoy, intimidate, or threaten any other user of the Site;
not to engage in any criminal or tortious activity, including, without limitation, fraud, spamming (e.g. by email or instant message), sending viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or otherwise deleting the copyright or other proprietary rights notice from any portion of the Site or the Services or goods provided;
not to rent, lease, redistribute, sell, sublicense, decompile, reverse engineer, disassemble, or otherwise reduce the Site and/or the Materials, in whole or in part, to a human-perceivable form for any purpose, including, without limitation, to build a product and/or service competitive with the Site and its Services.

You agree to comply with the above conduct requirements and agree not assist or permit any person in engaging in any conduct that does not comply with the above conduct. In the event that Local Gift believes that you have breached any of the above rules, Local Gift reserves the right to suspend and/or permanently terminate your Account at our sole discretion.

Further, you agree that the consequences of commercial use or republication of your content (as set forth in Section V below) or materials from the Site, or other violations of the foregoing may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy, any may cause irreparable harm, such that Local Gift will be entitled to temporary and permanent injunctive relief to prohibit such use or activity without the need to prove damages.

V. Your Content.

(a) Ownership and Responsibility for User Content.

Local Gift may provide you with interactive opportunities on the Site, including through the creation of custom user pages, saving or bookmarking gift ideas, uploading user profiles or pictures, or providing user reviews and ratings, comments, feedback, discussions, messages, survey responses, and other communications, within the Site or on other company platforms including company social media platforms (“User Content”). Local Gift reserves the right, in its sole discretion,

If you contribute any User Content, you will not upload, post, or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. Local Gift does not have any responsibility to provide you with indications or tools to determine whether the User Content or any portion thereof is protected by copyrighted or trademark. You will be solely liable for any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from User Content. In addition, if you contribute any User Content, you represent and warrant that: (i) you are the creator or have lawful right to disseminate the User Content; or (ii if you are acting on behalf of the creator, that you have (A) express, advance authority from the creator to submit or post the User Content, and that they have waived any rights in such User Content, and (B) all rights necessary to grant the licenses and grants in these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have ensured that the creator represents and warrants) that the use and sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks, or any other intellectual property rights or any rights of any third party.

You agree that you will not upload, post, transmit, or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person, or violative of any third-party rights; and that you will not upload, post, transmit, or otherwise make available User Content that contains any material that harbors viruses or any other computer codes, files, or programs designed to intercept, misappropriate, interrupt, destroy or limit the functionality of any software or computer equipment.

Local Gift shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the User Content, and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Use and any operating rules established by Local Gift, as well as to satisfy any applicable law, regulation, or authorized government request.

You hereby grant Local Gift a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with Local Gift's business and in all forms now known or hereafter invented, without notification to and/or approval by you. You further grant Local Gift a license to use your username, first name and last initial, and/or other User profile information, including without limitation, your ratings history, to attribute User Content to you in connection with such uses, without notification or approval by you.

Local Gift shall have the right to remove any material from the Site or any Local Gift controlled platform, in its sole discretion. Local Gift disclaims all liability for any User Content or other information that appears or is removed from the Site or elsewhere. Local Gift has no obligation to use User Content and may not use it at all. If you have the ability to modify or remove User Content and do so, Local Gift does not assume any responsibility for whether and to what existence the modified or removed content shall continue to exist or appear on the internet, web searches, or other media.

(b) Ratings and Reviews.

The Site or other Local Gift platforms may allow you to rate (each, a “Rating”) and post reviews (each, a “Review”) of various merchants whose products or services are offered on the Site. Such Ratings and Reviews are User Content and are governed by the terms and conditions of this Agreement. Ratings and Reviews are not endorsed by Local Gift and do not represent the views of Local Gift or any of its affiliates or partners. Local gift does not assume liability for Ratings and Reviews or for any claims, liabilities, or losses, including economic loss, resulting from any Ratings and Reviews. To ensure a high level of integrity with our Ratings and Reviews and other aspects of User Content, all Ratings and Reviews must comply with the following criteria: (i) before posting a Rating or Review, you must have had recent first-hand experience with the merchant; (2) you may not have a proprietary or other affiliation with either the merchant or any of its competitors; (3) you may not draw any legal conclusions regarding the Restaurants' products, services, or conduct; and (4) your review must otherwise comply with the terms of this Agreement as well as all applicable laws, rules, and regulations, including without limitation the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising. Any Rating and/or Review that we determine, in our sole discretion, could diminish the integrity of the Ratings and Reviews or the Site may be removed or excluded by us without notice.

VI. Access to Site.

Local Gift reserves the right, at its sole discretion, to deny service or access to the Site or Services or to any account, at any time for any reason. From time to time the Site or portions thereof may become subject to service interruptions or otherwise unavailable due to problems inherent in the use of the internet and electronic communications. Except as otherwise required by applicable law, Local Gift is not responsible for any delays, failure in rendering Services, or damage, loss, or injury arising from or relating to an inability to access the Site or Services, both arising from situations within (e.g., maintenance) or outside our control.

VII. Your Account.

Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term of this Agreement. Further, Local Gift reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Site and/or Services offered on or through the Site (or any part thereof), including but not limited to the Site's features, look and feel, and functional elements and related Services. We will have no liability whatsoever on account of any change to the Site or platform or any suspension or termination of your access to or use of the Site.

You may terminate this Agreement at any time by closing your Account, uninstalling all Mobile Application(s) (if applicable) and ceasing use of the Sites and Services provided herein. Upon termination of this Agreement for any reason or no reason: (1) your access rights will terminate and you must immediately cease all use of the Site and Services; and (2) any provision of this Agreement that by their nature are intended to survive termination, or otherwise contemplate or govern performance or observance subsequent to termination of this Agreement will survive the termination of this Agreement, including without limitation the following sections: (a) “Rules Regarding Use of Site; (b) “Your Content;” (c) “Disclaimer;” (d) “Limitation of Liability;” (e) “Your Account”; (f) “Dispute Resolution;” (g) “Indemnification and Release” and (viii) “Waiver and Severability.”

Local Gift reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Site and/or Services from a particular account, device and/or IP address. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void.

VIII. Your Privacy.

We take your privacy seriously. Our Privacy Policy is available at www.yourlocalgift.com/privacy and is incorporated as if set forth in this Agreement. If you cannot retrieve a copy of this policy online, please contact us using the information posted on the Site.

IX. Terms of Sale.

By purchasing or obtaining any merchant offering or product or service offered through the Site or as Services, you agree to these Terms of Use and, without limitation, the other policies and agreements published by Local Gift on the Site. It is your responsibility to ascertain and obey all applicable local, state, provincial, territorial, federal, and international laws (including, without limitation, minimum age requirements) relating to the receipt, possession, use, and sale of any product, service, or offering obtained through the Site or Services.

(a) Product Descriptions.

We have taken reasonable steps to display as accurately as possible the colors and other details of products we sell. However, the colors and details you see on the Site will depend on the equipment you use to view the Site. We cannot guarantee that the display of any color or other details on your television, mobile device, computer or other device will exactly reflect the color or details of any product.

Descriptions of Merchant offerings are provided on the Site only for reference purposes, but they do not constitute a guarantee that all information or description regarding the offering is complete, up-to-date, or accurate. As detailed elsewhere in this Agreement, You agree that Local Gift is not responsible for the Merchants' offerings or whether the photographs or images displayed through the Site or Services accurately reflect the items offered by the Merchants.

(b) Payments, Cancellations, and Returns.

Payments. Certain features of the Site including, without limitation, the placing or receipt of orders, may require you to make certain payments, including commissions or other fees, including packaging fees. When paid by you, these payments and fees are final and non-refundable, unless otherwise determined by Local Gift.

Cancellations. Subject to the above, if you wish to cancel a recently placed order that has not been processed, please contact Local Gift immediately.

If a Merchant product, service or offering offered through the Site or Services becomes unavailable between ordering and processing, Local Gift will either (i) cancel or not process the order, and will notify you, or (ii) where Local Gift reasonably determines that there is a substantially similar product offering available through the selected Merchant, provide such similar product as an alternative, unless specifically instructed otherwise at or prior to order placement.

Returns and Refunds. Local Gift's packaging, personalization, and/or presentation of Merchant offerings includes artistic and aesthetic choices. Local Gift cannot and does not guarantee that the choices made will be to the recipients liking or preference. Any packaging, personalization, presentation, and delivery fees shall be presumed nonrefundable.

As further detailed below, you acknowledge that any products, services, offerings, purchased by you are provided to you or performed by the respective Merchant. Local Gift is not responsible for the quality or fitness of any Merchant product, service, or offering obtained through the Site or Services.

Local Gift may, in its sole discretion, offer credits or refunds or exchanges for purchases made using the Site or Services on a case-by-case basis, and in doing so may require you to return any products received directly to Merchant or turn such items over to Local Gift.

If after receipt of the Merchant's product, service or offering, there is a problem with your order, and you are offered an exchange, You agree that, unless otherwise agreed by Local Gift, such exchange will be made amongst products, services, or offerings made available by the Merchant previously chosen by You for that order. Local Gift may elect to require you to make such exchanges shall be made directly with the Merchant.

(c) Credit Cards.

You authorize Local Gift to charge the payment method you specify at the time of purchase. If you pay any amounts with a credit card, Local Gift may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase. In the event Local Gift advances payment for any of your orders placed via the Site, Local Gift may separately send you invoices for payment of those advanced amounts. In the event that you fail to pay such invoices within thirty (30) days of the date of such invoice (the “Payment Due Date”), you grant Local Gift the right, but not the obligation, to charge the credit card you provide with your Account at any time after any Payment Due Date, unless prohibited by law. You are required to provide a credit card to submit an order, even if this payment method is not charged.

(d) Taxes and Fees.

Local Gift reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time, and further reserves the right to consolidate or otherwise incorporate fees and/or surcharges into the prices listed. Local Gift has no obligation to itemize its costs, profits or margins when publishing or advertising any price. For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower than the total amount due. Regardless of the cause, Local Gift reserves the right to charge the final price after checkout, including without limitation all applicable transaction taxes (other than taxes based on Local Gift's income). Local Gift may also, in its sole discretion, make promotional offers with different features and different rates available to any or all of our users. Unless made available to you, these promotional offers will have no bearing on your obligation to pay the amounts charged.

The provider of Services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

(e) Delivery.

Local Gift may utilize various delivery methods to complete any order placed through the Site. In all instances, Local Gift will disclose to you or communicate with you as to the means and methods of delivery, and you expressly agree to delivery via the commercially reasonable method disclosed. If the recipient is not available to receive the delivery, additional charges may need to be paid for redelivery. Any delivery time stated by Local Gift is an estimate, and not guaranteed. When products are delivered in accordance with the instructions communicated, risk of loss and legal title will transfer to the recipient.

IN THE EVENT THE PRODUCT OR OFFERING IS DAMAGED WHILE IN LOCAL GIFT'S POSSESSION, LOCAL GIFT WILL NOT BE RESPONSIBLE FOR ANY CLAIM OF DAMAGE OR LOSS IN EXCESS OF THE FACE VALUE OR AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT OR OFFERING, WHICHEVER IS LOWER.

(f) Merchant Gift Cards.

Merchant Gift Cards or Gift Certificates are offered by Merchants to consumers subject to the terms and conditions specified by the Merchant on the face of the Merchant Gift Card or Certificate. By obtaining or purchasing a Merchant Gift Card or Certificate through the Site, you acquire the right to redeem the Merchant Gift Card or Certificate with the Merchant. Any service fee retained by Local Gift from the sale of a Merchant Gift Card or Certificate is compensation to Groupon for marketing, promoting, advertising, and distributing the Merchant Gift Cards or Certificates on behalf of the Merchant. As the issuer of the Merchant Gift Card or Certificate, the Merchant, and not Local Gift, shall be fully responsible for any and all Liabilities (as defined below), caused in whole or in part by the Merchant, as well as for any Liabilities arising from any regulatory action. Local Gift does not make any warranty in relation to the Merchant Gift Cards or Certificates, including, without limitation, their validity or value. Local Gift is not a party to any transaction that the Merchant and you may enter into as a result of you purchasing any Merchant Gift Card or Certificate.

(g) What to do if gift recipient does not take possession.

In the event that you select a gift using the Site and the intended recipient(s) of the gift do not avail the gift chosen, the gift shall expire at the end of five (5) years from the date you paid for the gift.

X. Merchants as Independent Vendors.

You understand and agree that Local Gift provides a technology platform connecting you with independent service providers and others that provide the products offered through the Site and Services (“Merchants”). You acknowledge and agree that Local Gift does not itself create or prepare any Merchant products, services, or offerings, and has no responsibility or liability for the acts or omissions of any Merchant or any independent third-party contractors who may provide delivery services (“Contractors”). Merchant is the retailer; the services offered by Local Gift do not include any retail services. Local Gift is not a common carrier.

Local Gift provides a technology platform facilitating the curating of gift orders from Merchants. Local Gift will not assess or guarantee the suitability, legality or ability of any Contractor or Merchant. Local Gift does not assess, review, or perform quality control over any Merchant goods, services, or offerings. You agree that Local Gift is not responsible for the Merchants' products or services or offerings or whether the photographs or images or specific descriptions displayed through the Site or Services accurately reflect the items offered by the Merchants and/or delivered by the Contractor. Local Gift does not verify Merchants' compliance with applicable laws or regulations. Local Gift has no responsibility or liability for acts or omissions by any Merchant or Contractor.

Furthermore, the Merchant is fully and solely responsible for the care and quality of all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a Voucher or not. You waive and release Local Gift from any Liabilities arising from or related to any act or omission of a Merchant in connection with your use of the goods, services, offerings, or experiences a Merchant provides.

You agree that the goods, services, or offerings that you purchase will be prepared by the Merchant selected, that title to the goods passes from the Merchant to you to the person who avails the gift at the Merchant's location, and that, for delivery orders, delivery will be made in accordance with this Agreement.

XI. Special Programs.

[RESERVED].

XII. Copyright Policy.

Local Gift respects the intellectual property of others and expects our users to do the same. It is Local Gift's policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to Local Gift by the copyright owner or the copyright owner's legal agent.

Without limiting the foregoing, if you believe that your work has been copied and posted on the Site or Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site or Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Local Gift's Copyright Agent for notice of claims of copyright infringement is as follows: TR41, PLLC 1557 Mount Eagle Place, Alexandria, VA 22302 Disclaimer.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SITE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SITE AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES IMPLIED FROM A COURSE OR PERFORMANCE OR COURSE OF DEALING. LOCAL GIFT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SOFTWARE OR SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.

LOCAL GIFT DOE0S NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, LOCAL GIFT SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS. FOR ANY ORDERS INVOLVING FOOD OR BEVERAGES OR OTHER CONSUMABLES, LOCAL GIFT RELIES UPON RESTAURANTS AND OTHER THIRD-PARTY FOOD AND BEVERAGE PROVIDERS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. LOCAL GIFT DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SITE OR SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. YOU ARE ADVISED TO VERIFY WITH THE RESPECTIVE RESTAURANT OR FOOD OR BEVERAGE PROVIDER OR OTHERWISE INDEPENDENTLY VERIFY THAT THE ITEM MEETS PERSONAL DIETARY AND ALLERGEN REQUIREMENTS.

LOCAL GIFT IS NOT A HEALTH OR WELLNESS PROVIDER AND DOES NOT, WILL NOT, AND CANNOT REFER, RECOMMEND, OR ENDORSE ANY SPECIFIC PROFESSIONAL SERVICES, PRODUCTS, OR PROCEDURES THAT ARE ADVERTISED ON THE SITE. THE SITE IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ARE ADVISED TO SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A HEALTH CONDITION. NEVER NEGLECT TO SEEK OUT OR DELAY OR DISREGARD PROFESSIONAL ADVICE RELATING TO YOUR HEALTH BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE.

XIV. Limitation of Liability.

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOCAL GIFT, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE SITE OR SERVICES, THE CONTENT THEREIN, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE SITE OR SUBMITTED BY YOU TO THE SITE; (B) YOUR INABILITY TO USE THE SITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE; (D) THE MERCHANT OFFERINGS, PRODUCTS, SERVICES, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE; (E) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED DIRECTLY FROM A MERCHANT; (F) THESE TERMS OF USE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION.

IN NO EVENT WILL LOCAL GIFT'S LIABILITY IN CONNECTION WITH A MERCHANT OFFERING, SERVICE, PRODUCT, AND OTHER AVAILABLE PROGRAMS EXCEED (A) THE AMOUNTS PAID BY YOU TO LOCAL GIFT FOR THE APPLICABLE VOUCHER, PRODUCT, OR SERVICE, IF ANY, OR (B) $1,000, WHICHEVER IS LESS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PROVIDED BY LAW.

THE LIABILITY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A MERCHANT OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY LOCAL GIFT THAT ARE INCLUDED IN OTHER APPLICABLE TERMS, NOR ARE THEY INTENDED TO LIMIT REMEDIES YOU MIGHT HAVE FOR PRODUCT-RELATED INJURY.

IMPORTANT NOTE TO NEW JERSEY CONSUMERS.

IF YOU ARE A CONSUMER RESIDING IN NEW JERSEY, THE FOLLOWING PROVISIONS OF THESE TERMS OF USE DO NOT APPLY TO YOU (AND DO NOT LIMIT ANY RIGHTS THAT YOU MAY HAVE) TO THE EXTENT THAT THEY ARE UNENFORCEABLE UNDER NEW JERSEY LAW: (A) THE DISCLAIMER OF LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (FOR EXAMPLE, TO THE EXTENT UNENFORCEABLE UNDER THE NEW JERSEY PUNITIVE DAMAGES ACT, NEW JERSEY PRODUCTS LIABILITY ACT, NEW JERSEY UNIFORM COMMERCIAL CODE, AND NEW JERSEY CONSUMER FRAUD ACT); (B) THE LIMITATION ON LIABILITY FOR LOST PROFITS OR LOSS OR MISUSE OF ANY DATA (FOR EXAMPLE, TO THE EXTENT UNENFORCEABLE UNDER THE NEW JERSEY IDENTITY THEFT PROTECTION ACT AND NEW JERSEY CONSUMER FRAUD ACT); (C) APPLICATION OF THE LIMITATIONS OF LIABILITY TO THE RECOVERY OF DAMAGES THAT ARISE UNDER CONTRACT AND TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY (FOR EXAMPLE, TO THE EXTENT SUCH DAMAGES ARE RECOVERABLE BY A CONSUMER UNDER NEW JERSEY LAW, INCLUDING, WITHOUT LIMITATION, THE NEW JERSEY PRODUCTS LIABILITY ACT); AND (D) THE GOVERNING LAW PROVISION (FOR EXAMPLE, TO THE EXTENT THAT YOUR RIGHTS AS A CONSUMER RESIDING IN NEW JERSEY ARE REQUIRED TO BE GOVERNED BY NEW JERSEY LAW).

XV. Electronic Communications and Text Messages.

By creating a Local Gift account or using the Site or Services, you electronically agree to accept and receive communications from Local Gift, Contractors, or third parties providing services to Local Gift including via email, text message, calls, and other electronic means to the cellular telephone number you provided to Local Gift. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences through the Site. For purposes of clarity, text messages regarding any order you have placed are transactional text messages, not promotional text messages.

XVI. Third-Party Content.

The Platform may contain links to websites that are owned, controlled, developed, sponsored and/or maintained by third parties and which may be subject to additional terms and conditions ("Third Party Websites"). These links are provided solely as convenience to you. Local Gift does not review, monitor, operate and/or control the Third Party Websites and makes no guarantees, representations, and/or warranties as to, and shall have no liability for, the content available on or through and/or the functioning of the Third Party Websites. By providing access to Third Party Websites, Local Gift is not recommending and/or otherwise endorsing the products and/or services provided by the sponsors and/or owners of those websites. Local Gift expressly disclaims any representations regarding the content or accuracy of information published on any Third Party Website, and is not responsible for any use or reliance on any content, services, products, or information available through the Third Party Website. Your access to and/or use of the Third Party Websites, including, without limitation, providing information, materials and/or other content to the Third Party Websites, is entirely at your own risk. Local Gift reserves the right to discontinue links to any Third Party Websites at any time and for any reason, without notice.

XVII. Indemnification and Release.

You agree to defend, indemnify, and hold harmless Local Gift, its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys' fees, arising out of, related to, or in connection with any of the following: (a) any User Content submitted or posted by you, in connection with the Site or Services, or any use of the Site in violation of these Terms of Use; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable law or regulations or rights of a third-party.

You are solely responsible for your interactions with Merchants and other users of the Site. To the extent permitted under applicable laws, you hereby release Local Gift from any and all claims or liability related to any product or service of a Merchant, regardless of whether such product or service is a Merchant Offering available through the Site, any action or inaction by a Merchant, including, without limitation, but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant's failure to comply with applicable law and/or failure to abide by the terms of a Merchant Offering or any other product or service purchased or obtained by you from the Merchant, and any conduct, speech or User Content, whether online or offline, of any other third-party.

Local Gift reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Local Gift in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party's negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Software or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Site and/or Services.

XVIII. Force Majeure.

Local Gift shall be excused from performance under these Terms of Use, to the extent it or a Merchant is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; (f) pandemics or epidemics; or (g) other causes beyond the reasonable control of Local Gift or a Merchant, as applicable.

XIX. Entire Agreement.

This Agreement, including all agreements and policies incorporated herein by reference, is the final, complete and exclusive agreement of the parties with respect to the use of the Site and Services and supersedes and merges all prior discussions between the parties with respect to such subject matter.

XX. Choice of Law.

This Agreement is governed by the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

XXI. Dispute Resolution.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH LOCAL GIFT ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM LOCAL GIFT.

(a) Informal Resolution. You and Local Gift agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Local Gift therefore agree that, before either you or Local Gift demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Local Gift that you intend to initiate an informal dispute resolution conference, email [email protected], providing your name, telephone number associated with your Local Gift account (if any), the email address associated with your Local Gift account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party's claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

(b) Binding Arbitration . The requirement to submit to binding arbitration shall be referred to herein as the “Arbitration Agreement.” Except as specifically stated herein, any dispute or claim between you and Local Gift and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “Local Gift Entities”) arising out of, relating in any way to, or in connection with the Terms of Use, the Site or your use of the Site, your Personal Information, or any Products or Merchant Offerings (“Dispute(s)”) shall be resolved exclusively by final, binding arbitration; except that you may bring a qualifying claim over a Dispute in a small claims court. By virtue of this Dispute Agreement (defined below), you and Local Gift 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). The provisions of this Section shall constitute your and Local Gift's written agreement to arbitrate Disputes under the Federal Arbitration Act (“ Dispute Agreement ”). The arbitration will be administered by the American Arbitration Association (“ AAA ”) and conducted before a single arbitrator pursuant to its rules, including, without limitation, the AAA's Consumer-Arbitration Rules, available at the ADR Consumer site. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award, if appropriate. To begin an arbitration proceeding, you must submit the Dispute by utilizing the forms available at ADR Consumer site, and simultaneously sending a copy of the completed form to the following address: TR41, PLLC 1557 Mount Eagle Place, Alexandria, VA 22302 Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. Local Gift will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the Dispute is frivolous. The arbitration will be conducted based upon written submissions unless you request, and/or the arbitrator determines, that a telephone or in-person hearing is necessary. In addition, you hereby unconditionally agree that (1) the arbitrator's decision shall be controlled by these Terms of Use and any of the other agreements referenced herein that you may have entered into in connection with the Site; (2) the arbitrator shall apply Delaware law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; and (3) in the event the AAA is unavailable or unwilling to hear the Dispute, you and the applicable Local Gift Entity(ies) shall agree to, or a court shall select, another arbitration provider.

(c) No Class Action Matters . 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 and that the arbitrator may award relief (including injunctive relief) only on an individual basis. The arbitrator does not have the power to vary these provisions. BY ACCEPTING THIS AGREEMENT, YOU ELECT NOT TO PARTICIPATE IN ANY CLASS ACTION MATTER AGAINST LOCAL GIFT.

(d) Opt Out. Any update to the Terms of Use does not provide an opportunity for you to opt out of the agreement to submit to binding arbitration if you previously agreed to this Agreement and did not validly opt out of this Agreement. If you create a Local Gift account for the first time on or after January 1, 2021, you may opt out of this Arbitration Agreement. To opt out, you must notify Local Gift in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you currently use to access your Local Gift account (if you have one), and a clear statement that you want to opt out of this Mutual Arbitration Agreement. You must send your opt-out notice to: [email protected]. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with Local Gift or may enter into in the future with Local Gift. (e) Choice of Law and Forum; No Jury Trial . If for any reason a Dispute proceeds in court: (i) except with respect to a qualifying claim over a Dispute in a small claims court, which you shall have the right to bring in a court of competent jurisdiction in the county in which you reside, you and Local Gift agree that any Dispute may only be instituted in a state or federal court in Santa Barbara, California; (ii) you and Local Gift irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) you and Local Gift agree to waive any right to a trial by jury. You and Local Gift agree that the Federal Arbitration Act, the AAA rules, applicable federal law, and the laws of the State of Delaware, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes.

(e) Injunctive Relief . Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party's intellectual property, or any illegal or intentional act affecting the accessibility, functionality, or the security of the Site, and/or any illegal or intentional act against your interests or the general business interests of Local Gift.

(f) Severability . With the exception of provision (c) of this Section above, if any part of this Section is ruled to be unenforceable, then the balance of this Section shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. If provision (c) of this Section above is ruled to be unenforceable, then provision (b) of this Section above shall be deemed unenforceable, but the rest of Section 24 shall remain in full effect.

XXII. Additional Disclosures.

No waiver by Local Gift of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use.

The section headings used herein are for convenience only and shall be of no legal force or effect.

If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect.

XXIII. License to Sell Travel Services.

[RESERVED].

XXIV. Alcohol Policy.

[RESERVED].