GlowLocal Terms of Service

These Terms of Service ("Terms") govern access to and use of the GlowLocal website, platform, software, services, features, tools, recommendations, content, and related offerings (collectively, the "Services") provided by GlowLocal LLC ("GlowLocal," "we," "us," or "our").

GlowLocal's principal business address is:

GlowLocal LLC

50 Sapphire

Irvine, CA 92602

United States

Questions regarding these Terms may be sent to julien@glowlocal.ai.

By signing an Order Form or other agreement that references these Terms, accessing the Services, or permitting Authorized Users to access the Services, the customer identified in the applicable Order Form ("Customer") agrees to these Terms.

If you are accepting these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization.

1. Business Use Only

GlowLocal is a business-to-business platform designed for franchisors, franchise systems, multi-location businesses, and their authorized business users.

The Services are not offered for personal, household, or consumer use.

Only a franchisor, multi-location company, or other approved business entity may purchase the Services. Franchisees, location operators, employees, contractors, and other individuals may access the Services only as Authorized Users of a Customer account.

2. Order Forms and Enterprise Agreements

Customer's purchase of the Services may be documented through an order form, proposal, enterprise agreement, statement of work, master services agreement, or similar written agreement (each, an "Order Form").

An Order Form may specify, among other things:

• subscription fees;
• the number of participating locations;
• included features;
• billing arrangements;
• implementation requirements;
• subscription term;
• additional services; and
• other Customer-specific terms.

If an Order Form or separately executed agreement conflicts with these Terms, the Order Form or separately executed agreement will control with respect to that conflict.

3. The GlowLocal Service

GlowLocal provides a platform designed to help brands coordinate, encourage, measure, and improve grassroots and local marketing activity across participating business locations.

Depending on the Customer's subscription and available features, the Services may include:

• customized marketing roadmaps;
• weekly missions or recommended activities;
• local marketing opportunities;
• recommended local vendors and potential partners;
• playbooks and instructions associated with missions and opportunities;
• mission completion tracking;
• photo and content uploads used as evidence of completed activities;
• GlowPoints;
• GlowScore;
• leaderboards;
• participation and engagement analytics;
• brand-level reporting;
• location-level progress tracking; and
• other local marketing tools and recommendations.

GlowLocal may add, modify, improve, replace, or discontinue features, functionality, technology, providers, workflows, or components of the Services from time to time.

4. Customer Administrators and Authorized Users

Customer may designate administrators who can manage Customer's account, locations, missions, users, and other account settings.

Customer administrators may, depending on available functionality:

• invite or remove Authorized Users;
• edit GlowLocal-generated missions;
• create or modify Customer-specific missions and opportunities;
• review participation across locations;
• access analytics and reporting;
• review uploaded completion evidence; and
• manage other account settings.

Customer is responsible for determining which individuals are authorized to access its account. Customer is responsible for all activity occurring through its Authorized Users and for ensuring that Authorized Users comply with these Terms.

GlowLocal may suspend, restrict, or remove an individual Authorized User when GlowLocal reasonably determines such action is necessary to protect the Services, Customer, GlowLocal, other users, third parties, or GlowLocal's legal, security, operational, or business interests.

5. Age Requirements

Authorized Users must be at least 16 years old. If an Authorized User is under 18 or has not reached the age of majority in their jurisdiction, Customer represents that the individual’s use of the Services has been appropriately authorized and Customer accepts responsibility for that individual’s use of the Services. Individuals under 13 may not use the Services.

6. Accounts and Account Security

Users must provide accurate account information and keep it current.

Login credentials may not be shared except through functionality expressly provided by GlowLocal.

Customer and its Authorized Users are responsible for:

• protecting account credentials;
• maintaining appropriate access controls;
• promptly removing users who should no longer have access; and
• notifying GlowLocal promptly of suspected unauthorized access or security incidents involving their accounts.

GlowLocal is not responsible for losses resulting from Customer's failure to reasonably protect account credentials or control access to its account.

7. AI-Generated Recommendations

GlowLocal uses artificial intelligence and automated technology to generate or assist with recommendations, including missions, local marketing opportunities, vendors, potential partners, playbooks, and other information.

Customer acknowledges that artificial intelligence and automated systems are probabilistic and may produce information that is inaccurate, incomplete, outdated, duplicative, inappropriate, misleading, unlawful, unsafe, or otherwise unsuitable for Customer's circumstances.

GlowLocal does not guarantee that any recommendation:

• is accurate, complete, lawful, or current;
• remains available;
• is appropriate for a particular location;
• will generate revenue or customers;
• will improve marketing performance;
• complies with every law, regulation, franchise requirement, venue requirement, third-party policy, permit, licensing requirement, or contractual obligation; or
• is suitable for implementation without additional review.

Customer and its Authorized Users are solely responsible for reviewing recommendations before acting on them and for determining whether any recommended activity is lawful, appropriate, safe, and suitable.

GlowLocal's recommendations are intended to support local marketing decision-making and do not replace Customer's business judgment, legal review, compliance review, safety review, or other professional advice.

8. Local Opportunities, Vendors, Verification, and Third Parties

GlowLocal may identify local events, organizations, sponsorship opportunities, community activities, vendors, partners, businesses, or other third parties that may be relevant to a particular location.

This information may be generated from publicly available information, automated systems, artificial intelligence, third-party data, search or retrieval providers, or other sources.

Unless expressly stated otherwise, the appearance of a business, organization, vendor, event, or opportunity within GlowLocal does not mean that:

• GlowLocal has a relationship with that party;
• the party has approved or endorsed GlowLocal;
• GlowLocal endorses that party;
• the information is accurate, lawful, complete, safe, or current;
• the opportunity is currently available; or
• the third party is suitable for Customer.

The Services may use labels, indicators, statuses, or terminology such as "Verified," "Verification," or similar language. Any such designation means only that the relevant information has undergone one or more automated validation, cross-reference, screening, verification, or other review processes used by GlowLocal. It does not mean that GlowLocal or any individual has independently or manually verified the information, and it does not constitute a representation or warranty regarding the information's accuracy, legality, legitimacy, safety, availability, suitability, completeness, or current status.

A "Verified" or similar designation may be generated entirely through automated systems and may be incorrect. Customer and Authorized Users must independently review and verify relevant information before acting on it.

Users should independently verify relevant details before contacting, hiring, visiting, paying, sponsoring, partnering with, promoting, attending, or otherwise engaging with a third party or opportunity.

Any relationship between Customer or an Authorized User and a third-party vendor, event, organization, partner, or other third party is solely between those parties.

GlowLocal is not responsible for the acts, omissions, products, services, pricing, availability, legality, safety, quality, conduct, representations, or obligations of third parties.

9. Customer Content

"Customer Content" means information, materials, photographs, images, text, files, brand materials, mission modifications, business information, and other content submitted to or made available through the Services by or on behalf of Customer or its Authorized Users.

As between GlowLocal and Customer, Customer retains ownership of Customer Content.

Customer represents and warrants that it has all rights, licenses, permissions, consents, notices, and authority necessary to submit, provide, process, display, and otherwise use Customer Content in connection with the Services and to grant GlowLocal the rights described in these Terms.

Customer grants GlowLocal a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, modify as technically necessary, and otherwise use Customer Content as reasonably necessary to:

• provide and operate the Services;
• perform Customer's instructions;
• maintain, secure, support, and troubleshoot the Services;
• prevent misuse, fraud, or security threats;
• comply with applicable law; and
• exercise GlowLocal's rights and perform its obligations under these Terms.

GlowLocal does not obtain ownership of Customer Content merely because it is uploaded to the Services.

10. Mission Completion Evidence

Authorized Users may upload photographs, images, text, or other materials as evidence that a mission or opportunity has been completed.

Customer is responsible for ensuring it has the necessary rights and permissions to upload such materials.

Customer and its Authorized Users may not upload:

• confidential information belonging to unauthorized third parties;
• consumer personal information or sensitive personal information that is unnecessary for the Services;
• content depicting individuals where Customer lacks any permission or other lawful basis required to provide the content;
• content that infringes intellectual property, privacy, publicity, or other rights;
• unlawful, deceptive, harmful, or malicious content; or
• images or materials that Customer does not have permission or authority to use.

GlowLocal may remove, restrict, or disable access to content that GlowLocal determines may violate these Terms or create legal, security, reputational, operational, or other risk.

11. Customer Responsibilities

Customer is responsible for its own business operations and for actions taken by its Authorized Users based on or in connection with the Services.

Customer is responsible for evaluating and complying with any laws, permits, advertising requirements, franchise requirements, landlord requirements, venue rules, insurance requirements, intellectual property restrictions, employment requirements, safety requirements, contractual obligations, or other requirements applicable to activities undertaken by Customer or its locations.

GlowLocal does not control the day-to-day operation of Customer's franchisees or business locations and does not become an employer, franchisor, franchisee, agent, partner, joint venturer, fiduciary, or representative of Customer or its Authorized Users by providing the Services.

12. Subscription Fees

Customer will pay the fees stated in the applicable Order Form.

GlowLocal pricing may be based on factors including the number of participating or opted-in locations, available features, implementation requirements, services selected, and other Customer-specific considerations.

Unless otherwise stated in the applicable Order Form:

• subscriptions are subject to an annual contractual term;
• subscription charges may be billed monthly;
• payment may be made by credit card, ACH, invoice, or another approved method; and
• Customer is responsible for all applicable taxes other than taxes imposed on GlowLocal's net income.

Customer authorizes GlowLocal and its payment processors to charge the applicable payment method for amounts due when Customer elects automatic payment.

Specific payment timing, invoice terms, pricing arrangements, and other commercial terms stated in an Order Form will control.

13. Location-Based Pricing

Where subscription fees depend on participating locations, Customer agrees to provide accurate information regarding participating or opted-in locations.

Fees associated with adding, removing, activating, or deactivating locations will be handled as described in the applicable Order Form.

Customer may not intentionally misrepresent the number of participating locations or permit locations that have not been licensed to access paid Services.

14. Automatic Renewal

Unless otherwise stated in an Order Form, each annual subscription term automatically renews for successive annual terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

A notice of cancellation or non-renewal does not terminate the subscription immediately. Customer will continue to have access through the remainder of the current contractual term, subject to payment of all amounts due.

15. Cancellation and Refunds

Customer may elect not to renew its subscription by providing at least 30 days' notice before the end of the current term.

Except where required by law or expressly stated in an Order Form:

• cancellation does not relieve Customer of amounts owed for the current contractual term;
• prepaid amounts are non-refundable; and
• GlowLocal does not provide prorated refunds for unused portions of a subscription term.

16. Nonpayment

If undisputed amounts remain overdue, GlowLocal may, after reasonable notice where practicable, suspend or restrict access to some or all of the Services until payment is received.

Suspension for nonpayment does not waive Customer's payment obligations.

GlowLocal may terminate an account or applicable Order Form for repeated, material, or prolonged nonpayment.

17. Acceptable Use and Protection of GlowLocal

Customer and Authorized Users may use the Services only for lawful business purposes consistent with these Terms.

Users may not:

• copy, reproduce, republish, distribute, or make available the Services or any material portion of them except as expressly permitted;
• reverse engineer, decompile, disassemble, decode, inspect, probe, test, or attempt to derive source code, underlying ideas, prompts, methods, logic, structure, models, datasets, algorithms, systems, or nonpublic functionality of the Services;
• scrape, crawl, harvest, index, systematically extract, download, collect, or compile data, content, outputs, or functionality from the Services without GlowLocal's written permission;
• use bots, scripts, automated agents, AI agents, browser automation, or similar technologies to access or interact with the Services except through interfaces expressly authorized by GlowLocal;
• use the Services, Customer access to the Services, outputs, screenshots, documentation, observations, demonstrations, recordings, workflows, data, or other information obtained through the Services to develop, create, train, configure, improve, evaluate, benchmark, or assist with any software, artificial intelligence system, automation, workflow, internal tool, platform, service, database, recommendation system, scoring system, or other technology that reproduces, emulates, substitutes for, derives from, competes with, or incorporates material aspects of the Services;
• use screenshots, outputs, observations, documentation, prompts, automated agents, artificial intelligence systems, large language models, code-generation systems, no-code or low-code tools, or similar technologies to reverse engineer, reconstruct, replicate, reproduce, imitate, or facilitate replication of any portion of the Services, including GlowLocal's workflows, scoring systems, mission libraries, playbooks, methodologies, recommendation systems, data structures, product logic, or functionality;
• copy, adapt, reconstruct, or use GlowLocal's workflows, scoring systems, mission libraries, playbooks, methodologies, recommendation systems, templates, data organization, or product functionality to build or assist in building a competing, substitute, derivative, or internal replacement product, service, tool, system, or process;
• use the Services or information obtained through the Services to train or improve a model, system, or dataset intended to replicate or substitute for GlowLocal functionality;
• sell, sublicense, lease, distribute, provide service-bureau access to, or commercially resell access to the Services;
• circumvent account, location, usage, feature, technical, security, or subscription restrictions;
• interfere with the security, integrity, performance, availability, or operation of the Services;
• attempt unauthorized access to accounts, systems, networks, code, models, data, or infrastructure;
• upload malicious software, code, files, or content;
• use the Services for unlawful, fraudulent, deceptive, abusive, defamatory, infringing, unsafe, or harmful activity;
• infringe or misappropriate another person's intellectual property, privacy, publicity, contractual, or other legal rights;
• misrepresent GlowLocal-generated information as independently verified by GlowLocal or by a person;
• use information obtained through the Services in violation of applicable law; or
• assist, encourage, direct, or permit another person or entity to do any of the foregoing.

The restrictions in this Section apply whether the prohibited activity is performed manually, automatically, through artificial intelligence or automated tooling, or through a third party.

GlowLocal may investigate suspected violations and may suspend, restrict, or terminate access and take other reasonable action to protect the Services, GlowLocal's intellectual property, and GlowLocal's legal, security, operational, or business interests.

18. GlowLocal Intellectual Property

GlowLocal and its licensors retain all rights, title, and interest in and to the Services and all related intellectual property, technology, content, methodologies, know-how, and proprietary materials.

This includes, without limitation:

• software;
• source and object code;
• interface and user-experience design;
• branding;
• platform architecture;
• algorithms;
• artificial intelligence workflows and prompts;
• models and model configurations;
• data structures and databases;
• recommendation logic and systems;
• scoring methodologies;
• GlowPoints methodology;
• GlowScore methodology;
• mission frameworks and libraries;
• playbook structures and content;
• templates;
• analytics methodologies;
• platform-generated materials;
• documentation;
• workflows;
• methods and processes; and
• improvements, modifications, derivatives, and developments relating to the foregoing.

Except for Customer Content, no ownership rights are transferred to Customer.

During the applicable subscription term and subject to these Terms, GlowLocal grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer's internal business purposes.

Any right to use GlowLocal-generated missions, recommendations, playbooks, roadmaps, reports, or other platform-generated materials exists only as part of Customer's permitted use of the Services and does not transfer ownership of or grant rights in GlowLocal's underlying intellectual property, methodologies, templates, frameworks, systems, or libraries.

19. Customer Brands and Trademarks

Customer retains all rights in its company names, franchise brands, trademarks, logos, and other proprietary branding.

Customer grants GlowLocal a limited license to use such materials as reasonably necessary to configure, personalize, provide, operate, demonstrate, and support the Services for Customer.

Customer also grants GlowLocal a non-exclusive, worldwide, royalty-free right to identify Customer by name and logo as a GlowLocal customer in GlowLocal's website, customer lists, presentations, sales materials, marketing materials, investor materials, and similar communications, provided GlowLocal does not state or imply an endorsement beyond Customer's status as a customer.

GlowLocal will not acquire ownership of Customer's trademarks through such use.

20. Feedback

If Customer or an Authorized User provides GlowLocal with ideas, feature requests, recommendations, suggestions, concepts, improvements, or other feedback regarding the Services, GlowLocal may use, commercialize, disclose, reproduce, license, distribute, and otherwise exploit that feedback without restriction, attribution, or obligation to compensate Customer or the individual providing it.

This provision does not give GlowLocal ownership of Customer's confidential information or Customer Content.

21. Aggregated and De-Identified Information

GlowLocal may generate aggregated or de-identified information regarding use and performance of the Services, provided that such information does not reasonably identify Customer or an individual Authorized User.

GlowLocal may use aggregated or de-identified information for any lawful business purpose, including to:

• improve the Services;
• analyze usage patterns;
• develop new features;
• improve recommendations, artificial intelligence systems, algorithms, scoring, and analytics;
• conduct internal research;
• benchmark and understand product performance; and
• operate and improve GlowLocal's business.

22. Third-Party Services and Integrations

The Services may rely on, integrate with, obtain information from, or interact with third-party technologies and service providers, which may include hosting, infrastructure, payment, artificial intelligence, search, data retrieval, analytics, communications, mapping, and other technology providers.

GlowLocal does not control third-party services and is not responsible for interruptions, modifications, outages, errors, omissions, data changes, restrictions, acts, or failures caused by third-party providers.

Use of certain third-party functionality may also be subject to terms, restrictions, or policies imposed by the applicable third party.

GlowLocal may add, replace, modify, or discontinue third-party providers and integrations as the Services evolve.

23. Privacy and Data

GlowLocal's collection and use of personal information is described in the GlowLocal Privacy Policy.

Customer acknowledges that GlowLocal may process business contact information and information associated with Authorized Users and participating locations in order to provide, secure, and support the Services.

Customer is responsible for providing any notices and obtaining any permissions, consents, or other lawful bases required for information Customer provides or makes available to GlowLocal.

Customer agrees not to use GlowLocal as a repository for consumer information, sensitive personal information, or other personal information unrelated to the business users and participating locations for which the Services are intended.

If a Data Processing Addendum is incorporated by reference into, executed in connection with, or otherwise forms part of Customer’s agreement with GlowLocal, that Data Processing Addendum will govern the processing matters expressly covered by it and will control over these Terms solely to the extent of any conflict concerning those processing matters.

24. Security

GlowLocal will use commercially reasonable administrative, technical, and organizational measures designed to protect information within the Services.

However, no information system, network, software, security control, or method of electronic storage or transmission can be guaranteed to be completely secure.

Customer is responsible for using reasonable security practices when accessing the Services and for maintaining appropriate controls over its users, devices, credentials, and systems.

25. Availability

GlowLocal aims to provide reliable access to the Services but does not guarantee uninterrupted, error-free, secure, or continuously available operation.

The Services may occasionally be unavailable or impaired due to:

• maintenance;
• upgrades;
• system changes;
• internet or network outages;
• third-party failures or restrictions;
• security incidents;
• capacity constraints;
• events beyond GlowLocal's reasonable control; or
• other operational issues.

Unless expressly provided in a separately executed service-level agreement, GlowLocal does not provide any guaranteed uptime, availability, response-time, recovery-time, or support commitment.

26. Beta and New Features

GlowLocal may occasionally make new, experimental, preview, early-access, or beta features available.

Such features may be modified, restricted, suspended, or discontinued at any time and may contain errors, limitations, incomplete functionality, or other issues.

Unless otherwise agreed in writing, beta, experimental, preview, and early-access functionality is provided "as is" and may be subject to additional terms communicated by GlowLocal.

27. Suspension

GlowLocal may suspend or restrict access to some or all of the Services when GlowLocal reasonably determines such action is appropriate because of:

• nonpayment;
• suspected fraud;
• a security threat or incident;
• unauthorized access;
• illegal or potentially illegal activity;
• violation or suspected violation of these Terms;
• misuse of the Services or GlowLocal intellectual property;
• conduct that could harm GlowLocal, Customer, another customer, an Authorized User, or a third party;
• conduct that creates legal, regulatory, security, reputational, operational, or business risk for GlowLocal;
• a request or requirement from a governmental authority or third-party provider; or
• a legal or regulatory requirement.

When GlowLocal determines it is reasonably practicable and appropriate under the circumstances, GlowLocal may provide notice or an opportunity to address the issue. GlowLocal is not required to provide advance notice where doing so could create additional risk or defeat the purpose of the suspension.

28. Termination

These Terms remain effective while Customer uses the Services.

Termination or expiration of an Order Form terminates Customer's right to use the corresponding Services unless otherwise agreed.

Subject to any applicable cure rights set forth in Customer’s Order Form or Enterprise Agreement, and in addition to any other rights available to GlowLocal, GlowLocal may terminate Customer’s account, an applicable Order Form, or Customer’s access to some or all of the Services if GlowLocal reasonably determines that:

• Customer or an Authorized User materially breaches these Terms or an applicable Order Form;
• Customer or an Authorized User repeatedly violates these Terms or GlowLocal policies;
• Customer or an Authorized User violates Section 17 or misuses GlowLocal intellectual property;
• Customer engages in fraud, unlawful activity, or conduct creating a material security, legal, regulatory, reputational, operational, or business risk;
• Customer's continued use of the Services could expose GlowLocal or another person to liability or harm;
• Customer fails to pay amounts due as provided in these Terms or the applicable Order Form;
• Customer becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding, to the extent termination is permitted by applicable law; or
• termination is required or reasonably necessary because of law, governmental action, third-party restrictions, or circumstances outside GlowLocal's reasonable control.

Nothing in this Section limits GlowLocal’s right to immediately suspend or terminate access where immediate action is permitted under the applicable Order Form or Enterprise Agreement or is reasonably necessary to address fraud, illegal activity, an active security threat, unauthorized access, misuse of GlowLocal intellectual property, or other conduct creating a material risk of harm.

Upon termination:

• Customer and Authorized Users must stop accessing the terminated Services;
• all unpaid amounts remain due;
• GlowLocal may disable Customer accounts and access; and
• Customer is responsible for exporting any information it wishes to retain before access ends.

GlowLocal may retain, delete, or de-identify information after termination in accordance with its Privacy Policy, legal obligations, security requirements, backup practices, contractual obligations, and legitimate business purposes.

Sections that by their nature should survive termination will survive, including provisions regarding fees owed, Customer responsibilities, intellectual property, acceptable use restrictions, feedback, confidentiality, disclaimers, indemnification, limitations of liability, and dispute resolution.

29. Confidentiality

Each party may receive nonpublic information from the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to:

• use the other party's confidential information only as reasonably necessary for the business relationship or as otherwise permitted by the agreement;
• take reasonable steps to protect it; and
• disclose it only to personnel, contractors, professional advisers, and service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Confidential information does not include information that:

• is or becomes publicly available without breach of an obligation;
• was lawfully known without restriction before disclosure;
• is independently developed without use of the other party's confidential information; or
• is lawfully received from another source without confidentiality restrictions.

A party may disclose confidential information when required by law, subpoena, court order, or other lawful process, subject to legally permitted notice to the other party.

30. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL RECOMMENDATIONS, ALL PLATFORM-GENERATED MATERIALS, AND ALL INFORMATION MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

GLOWLOCAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

GLOWLOCAL DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
• ALL RECOMMENDATIONS, OPPORTUNITIES, VENDORS, PARTNERS, OR OTHER INFORMATION WILL BE ACCURATE, COMPLETE, LAWFUL, SAFE, OR CURRENT;
• THIRD-PARTY OPPORTUNITIES OR VENDORS WILL BE AVAILABLE, LEGITIMATE, OR SUITABLE;
• ANY "VERIFIED" OR SIMILAR DESIGNATION WILL BE CORRECT;
• CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS, MARKETING, REVENUE, ENGAGEMENT, PARTICIPATION, OR PERFORMANCE RESULT; OR
• ALL DEFECTS OR ERRORS WILL BE CORRECTED.

CUSTOMER IS RESPONSIBLE FOR ITS BUSINESS DECISIONS, COMPLIANCE OBLIGATIONS, AND USE OF INFORMATION OBTAINED THROUGH THE SERVICES.

31. Indemnification

Customer will defend, indemnify, and hold harmless GlowLocal LLC and its officers, directors, employees, contractors, affiliates, agents, successors, and assigns from and against third-party claims, demands, actions, proceedings, damages, judgments, settlements, losses, liabilities, penalties, fines, costs, and reasonable attorneys' fees arising out of or related to:

• Customer Content;
• Customer's or an Authorized User's use or misuse of the Services;
• Customer's or an Authorized User's violation of these Terms or an applicable Order Form;
• Customer's or an Authorized User's violation of applicable law, regulation, or third-party rights;
• infringement or alleged infringement caused by Customer Content, Customer materials, or Customer's conduct;
• Customer's implementation, promotion, performance, or attempted performance of a mission, opportunity, recommendation, playbook, or other activity;
• Customer's relationship or interaction with a vendor, partner, event, organization, business, individual, or other third party identified through the Services;
• Customer's failure to obtain required permissions, licenses, permits, consents, insurance, or approvals; or
• Customer's or an Authorized User's negligent, reckless, fraudulent, unlawful, or wrongful conduct.

GlowLocal will provide reasonable notice of an indemnified claim and reasonable cooperation in the defense of the claim. Customer may not settle any claim in a manner that admits fault by GlowLocal, imposes obligations on GlowLocal, or restricts GlowLocal's rights without GlowLocal's prior written consent.

32. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLOWLOCAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AGENTS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR AN APPLICABLE ORDER FORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLOWLOCAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND THE APPLICABLE ORDER FORM WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO GLOWLOCAL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR CLARITY, NO LIMITATION OF LIABILITY IN THESE TERMS LIMITS CUSTOMER'S PAYMENT OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, LIABILITY ARISING FROM CUSTOMER'S OR AN AUTHORIZED USER'S VIOLATION OF SECTION 17, MISUSE OR INFRINGEMENT OF GLOWLOCAL'S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, FRAUD, WILLFUL MISCONDUCT, OR OTHER LIABILITY THAT MAY NOT LAWFULLY BE LIMITED OR EXCLUDED.

Nothing in these Terms limits liability to the extent such liability cannot legally be limited or excluded.

33. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of California, without regard to conflict-of-law principles.

Unless the parties agree otherwise in a signed written agreement, any legal action arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Orange County, California, and each party consents to the personal jurisdiction and venue of those courts.

34. Changes to These Terms

GlowLocal may update these Terms from time to time as the Services, technology, business, risks, or applicable requirements evolve.

When GlowLocal makes material changes, GlowLocal will provide reasonable notice, which may include posting the updated Terms on its website, notifying Customer through the Services, or sending notice to Customer's designated contact.

Except where an earlier change is reasonably necessary to comply with applicable law, address a material security issue, or satisfy a third-party requirement necessary to provide the Services, material changes that materially reduce an existing Customer’s contractual rights will apply beginning with the Customer’s next renewal term unless Customer agrees otherwise.

Non-material changes may become effective on the date identified in the updated Terms or on another date communicated by GlowLocal.

Changes will not retroactively alter the expressly stated commercial terms of an existing Order Form or Enterprise Agreement unless agreed by the parties or required by law.

35. Notices

Notices to GlowLocal under these Terms may be sent to:

GlowLocal LLC

50 Sapphire

Irvine, CA 92602

julien@glowlocal.ai

Customer is responsible for maintaining accurate administrative, legal, and billing contacts with GlowLocal.

GlowLocal may provide operational, legal, billing, security, and account notices electronically to Customer's designated contacts or through the Services.

36. Assignment

Customer may not assign, delegate, or transfer its rights or obligations under these Terms without GlowLocal's prior written consent, including by operation of law, merger, change of control, or otherwise, except as expressly permitted in an applicable signed agreement.

GlowLocal may assign or transfer these Terms, an Order Form, or any related rights or obligations without Customer's consent in connection with a merger, acquisition, financing, corporate reorganization, change of control, sale of assets, or similar transaction, or to an affiliate or successor.

37. Force Majeure

GlowLocal will not be responsible for delay, interruption, degradation, or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disruption, governmental action, legal or regulatory changes, internet outages, telecommunications failures, utility failures, cyberattacks, failures or restrictions of third-party technology providers, or widespread technology outages.

Customer's payment obligations are not excused by a force majeure event.

38. No Waiver

A party's failure to enforce any provision of these Terms does not waive its right to enforce that provision or any other provision later.

39. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or severed if modification is not possible, and the remaining provisions will remain in effect.

40. Entire Agreement

These Terms, together with the applicable Order Form, Privacy Policy, and any separately executed agreement expressly incorporated into them, constitute the agreement between GlowLocal and Customer regarding the Services and supersede prior discussions, proposals, representations, and agreements relating to the same subject matter.

Customer acknowledges that it has not relied on any statement, promise, representation, or warranty not expressly set forth in the applicable agreement.

41. Electronic Agreement

The parties agree that contracts, approvals, notices, and other records relating to the Services may be provided, executed, and accepted electronically.

Customer's execution of an Order Form that references these Terms constitutes acceptance of these Terms.

42. Contact

Questions regarding these Terms may be directed to:

GlowLocal LLC

50 Sapphire

Irvine, CA 92602

United States

Email: julien@glowlocal.ai