Terms and Conditions

Terms and Conditions

FS Local Terms and Conditions
Last Modified: December 12, 2013

Welcome to the FSLocal.com website (the "Website"). Please read the following terms and conditions (the "Terms") and the associated privacy policy (the "Privacy Policy") before using this Website. Collectively, the Terms and Privacy Policy form the "Agreement."

FS Local Inc ("FSL Inc") is a Canadian-operated company headquartered in Toronto, Ontario. All "User Services" made available to "Users" (defined as someone who accesses, crawls, scrapes, or in any way uses the Website) are provided by FSL Inc. All "Business Services" made available to "Organizations" (defined in Canada’s Personal Information Protection and Electronic Documents Act as an association, partnership, person or trade union) enrolled as registered "Members" of the FS Local program (the "Program") are provided by FSL Inc.

This Agreement governs your use of FSL Inc through the FSLocal.com website and mobile applications that link to or reference this Agreement. This includes all information, materials and services available on the Website. By accessing or viewing the Website as a User participant, you agree to be bound by and accept this Agreement. In addition, by participating as a business Organization enrolled as a Member of the Program, you are also agreeing to these Terms and the associated Privacy Policy, thus concluding a legally binding contract with FSL Inc. Do not access or use the Website and/or enroll in the Program if you are unwilling or unable to be bound by the Agreement. If you have any questions, please e-mail FSL Inc at info@fslocal.com.

Changes to the Agreement

FSL Inc reserves the right at any time, without notice to you, to modify this Agreement. The most recent version is located on the Website. Any modification will be effective upon our posting of the new Agreement. You should revisit this Agreement on a regular basis as revised versions will be binding on you. By accessing or using the Website following any modification to this Agreement, you agree to be fully bound by the modified Agreement.

A) User Terms and Conditions

1. Use of the Website

a. Your Right to Use the Website

Provided that you accept and comply with this Agreement, you have the limited right to access, use and view the text, images, graphics, photographs, audio, video, location data, and all other forms of data and communication (collectively defined as the "Website Content") made available on the Website. Except as FSL Inc expressly permits in writing, you may not copy, reproduce, download, upload, post, transmit, translate, modify, distribute, sell, rent, license, transfer, mirror, frame or create derivative works of FSL Inc and the Website Content, in whole or in part, in any form or by any means. In particular, the use of any of such information on any other site or in a networked computer environment for any purpose is prohibited, and foregoing authorization does not apply with respect to the design or layout of the Website.

b. Links to Third Party Sites

This Website contains links to third party sites, including links to Members’ business websites, blog sites, social media profiles and more. Such third party sites operate independently from FSL Inc and from the Website. The inclusion of any such link does not imply endorsement by FSL Inc of the third party site or any association with their operators.

FSL Inc is not responsible for Web streaming or any other form of transmission received from any third party site nor is FSL Inc responsible if the third party site is not working appropriately. Any transactions that take place between you and the third party are directly with the third party and FSL Inc shall not be held responsible for any loss or damage that you may incur as a consequence thereto. If you decide to access the third party sites linked to FSL Inc, you do so entirely at your own risk.

c. Dealings with Advertisers

Your correspondence or dealings with, or participation in promotions and/or advertisers found on or throughout the Website are solely between you and such advertiser. You agree that FSL Inc shall not be responsible or liable for any loss or damage incurred as the result of any such dealings or as a result of the presence of such advertisers on the Website.

d. Intellectual Property on the Website

You acknowledge that all trademarks, trade names, rights (registered or unregistered) in any designs, applications for any of the foregoing; trade or business names; innovations, inventions whether or not capable of protection by patent or registration, registered design and topography rights; know-how, including data specifications, drawings and instructions; secret formulae and processes; rights protecting goodwill and reputation; database rights and rights under licenses and consents in relation to such things, and rights to sue for passing of and all rights or forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world; copyright, trademarks and other intellectual property rights in and relating to the Website (hereinafter referred to as "Intellectual Property") are solely owned by FSL Inc or its third party providers. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, the Intellectual Property. All other trademarks, product names and company logos cited herein are the property of their respective owners.

All website design, text, graphics, the selection and arrangement thereof and all software are copyright of or used under license by FSL Inc. These do not include logos and graphics which are the property of third party companies featured on the Website.

2. Allocation of Risk for User

a. Limitation of Liability for Users

Your use of (or inability to use) the Website and/or User Services provided by FSL Inc is at your own risk, including the risk that you might be exposed to Website Content or Member Submitted Content (i.e. "Third Party Content") that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You agree that your sole remedy in the event of any problem with the Website is to cease using FSL Inc. Notwithstanding anything to the contrary, in no event will FSL Inc and its directors, officers, employees, consultants or agents be liable for any claims or damages whatsoever as a result of accessing or using (or inability to access or use) the Website, the User Services or any Third Party Content or any links to other third party sites made available thereon or the content contained on such site(s).

b. Indemnity and Waiver for Users

You hereby agree to indemnify and keep indemnified FSL Inc and its respective successors, assigns, directors, officers, employees, consultants or agents from and against any and all liability, damages, losses, claims (including reasonable legal fees) resulting in any way from your use of the Website, from materials posted on the Website as part of the Website Content and/or Third Party Content, or resulting from any breach of this Agreement. Furthermore, you hereby acknowledge that any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you waive any right to bring any claim or action against FSL Inc and its respective successors, assigns, directors, officers, employees, consultants or agents for any loss, damage or injury arising from use of the Website, the User Services, the Website Content and/or Third Party Content.

3. Website Disclaimer

a. Accuracy of Website Materials

FSL Inc makes every effort to present the content on the Website accurately. However inaccuracies and/or typographical errors may occur in the Website Content or Third Party Content. FSL Inc does not warrant the accuracy or completeness of the materials found on the Website. Nor does it warrant the reliability of any advice, opinion, statement or other information displayed or distributed through the Website as Third Party Content. You acknowledge that any reliance on any such opinion, statement, memorandum or information shall be at your own risk. FSL Inc, its agents and employees specifically disclaim, to the fullest extent permitted by law, any and all warranties, representations, conditions and guarantees, whether express, statutory, oral or implied, relating to Third Party Content, including but not limited to, express or implied warranties or conditions of merchantability, fitness for a particular purpose, completeness, timeliness, correctness, non-infringement, or product liability.

FSL Inc reserves the right in its sole discretion to correct any errors or omissions in any portion of the Website. If you wish to report an inaccuracy or error found in the Website Content or Third Party Content, please e-mail FSL Inc at info@fslocal.com. If you wish to notify FSL Inc of a Business Listing containing false, misleading or inappropriate Third Party Content, please fill out and submit the corresponding "Flag This Business" contact form. FSL Inc will endeavor to review all "Flag This Business" submissions, investigate and take appropriate actions where necessary in a timely fashion.

b. Website Provided "As Is"

The Website, and the information and material on the Website (including all Website Content and Third Party Content) are provided "as is" and "as available" without any representation or warranty, express or implied, of any kind, including, but not limited to warranties of merchantability, non-infringement or fitness for any particular purpose. Neither FSL Inc nor its agents or employees make any representation or warranty of any kind with respect to the Website, any of the content or information provided or posted on the Website, any links to other third party sites made available on the Website, or the content contained on such third party site(s). In particular, you acknowledge that there may be interruptions in Website service due to inherent limitations of the Internet, system upgrades, system maintenance and system configuration and that FSL Inc assumes no liability for any loss, damage or expense from interruptions in service due to any of the foregoing factors. FSL Inc does not warrant that you will have continuous, uninterrupted, or secure access to the Website and/or User Services, or that the Website will be error-free, or that defects, if any, will be corrected. Furthermore, FSL Inc does not warrant that this Website, its servers, or e-mail sent from FSL Inc is free of viruses, other harmful components or disabling devices. You should take appropriate precautions to scan for computer viruses and should ensure that you have a complete and current backup of the applicable items of information contained on your computer system.

c. Provided by Third Parties

FSL Inc does not make any warranty, guarantee nor any representation regarding the quality of, or assurance of any advertisement or any merchandise, product or service offered or provided by other third party companies.

4. General Website Provisions

a. Modifications or Discontinuance of User Services

FSL Inc may modify, update, interrupt, suspend or discontinue the Website (or a part thereof) and/or the User Services it provides with or without notice to you. FSL Inc shall not be liable to you or any third party for any modification, update, interruption, suspension or discontinuance of the Website and/or User Services.

b. Governing Law of User Services

This Website and all provided User Services are controlled by FSL Inc from its office within the Province of Ontario, Canada. This Agreement and your relationship with FSL Inc and all matters relating to the Website and/or User Services offered shall be governed by the laws of Ontario and the federal laws of Canada applicable therein.

c. Website and User Service Disputes

Any questions or disputes regarding FSL Inc, the User Services, the Website, its contents or this Agreement must be submitted in writing within ninety (90) days of the query where applicable, to info@fslocal.com.

[divider] B) Business Membership Terms and Conditions

1. Participation in the Program

a. Available to Canadian Residents Only

Currently, participation in the Program is intended for Canadian residents only. To enroll in the Program, you and your Organization must have a valid Canadian address. If you wish to participate in the Program but reside outside of Canada, please e-mail FSL Inc at info@fslocal.com to be added to the waiting list.

b. Age Eligibility

To participate in the Program, you must be 18 years or older and have the requisite power and authority to enter into the Terms of this Agreement.

c. Member Accounts

Once you have entered all required information on the registration page, you will obtain an FSL Inc "Account." By holding this Account, you will be an enrolled Member of the Program (also the "Holding Member" for that particular Account if you are the current Account holder).

Organizations that have signed up for the free version of the Program are classified as "Standard" Program Members. Organizations that have signed up, but have chosen to upgrade their Account in exchange for a monthly fee are classified as "Platinum" Program Members.

One (1) Account can be held by any Member for each of the 59 Canadian "Regions" defined on the Website. Members may obtain multiple Accounts so long as each Account is associated with a unique Region.

FSL Inc can demand proof of identity of the Member in the event of a dispute regarding your Account.

d. No Commercial Use

You will not resell, distribute, transfer and share your participation in the Program or any parts thereof.

e. Use of Your Password and Account

If you become a Member, when setting up your Account you will be asked to provide a password for your Account. You are responsible for keeping your password confidential and for all activities that occur under your password or Account. Each Account must only be accessed by its Holding Member, and may not be accessed by any other, without the express permission and authorization of FSL Inc. You are required to notify FSL Inc of any unauthorized use of your password, or any other breach of security by sending an e-mail to info@fslocal.com with the relevant details. In no event will FSL Inc be held liable to you for any liabilities or damages resulting from or arising out of any compromise of the confidentiality of your account or password or any unauthorized access to your account or use of your password, whether with or without your knowledge excluding negligence or willful default of FSL Inc. Additionally, you agree you will not access or attempt to access secure or non-public areas of the Website. Unauthorized individuals attempting to access prohibited areas of the Website may be subject to prosecution.

2. Term and Termination

a. Program Term

You agree to remain bound by this Agreement anytime you access the Website or for as long as you remain a Member, unless FSL Inc terminates your Account in accordance with this Agreement. This applies to both Standard and Platinum Members.

b. Termination by Member

Platinum Members must provide FSL Inc with thirty (30) days e-mail notice in advance of termination. Please send e-mail notifications to info@fslocal.com. Termination will not relieve Members of any payment obligations. As a Member, you acknowledge that even if your account is terminated, you may still receive e-mails from FSL Inc for a period of thirty (30) days thereafter.

c. Termination by FSL Inc

FSL Inc may terminate the Program at any time. If the situation arises, FSL Inc agrees to make every effort to communicate to all Members the termination period. However, FSL Inc will not be held responsible for failing to notify any Member regardless of the reasons.

3. Fees and Payment

a. Charges and Billing

FSL Inc reserves the right to charge fees for the Program or any portion thereof and any applicable fees will be posted on the Website. Platinum Members are required to pay a monthly fee in order to use or access any part of the Platinum Program. By choosing to upgrade to the Platinum Program, registered Platinum Members hereby authorize FSL Inc to charge their valid and current credit card in advance, for all applicable fees associated with a Platinum Member’s Account. FSL Inc will notify Platinum Members in advance of the expiration of their Account. After receiving this notification, Members will then have the option to renew their Platinum Account for an additional subscription period in accordance with the Terms of this Agreement. All fees shall be paid in Canadian dollars.

FSL Inc reserves the right to change any fees (which includes but is not limited to, increasing prices and charging a fee for additional upgrades and/or a Program for which FSL Inc does not currently charge a fee) at any time. As a Member, if you find any change to the Program or fees to be unacceptable, you may terminate your Account in accordance with this Agreement; however FSL Inc will be under no obligation to refund any remaining portion of your prepaid fees.

As a Member, you agree to pay your Member’s Account balance on time. You must also agree to pay any applicable taxes, including sales, goods and services, harmonized and other similar taxes. In addition, you must acknowledge and agree that you will be billed for and will pay any outstanding balances if you choose to terminate your Account, or if your Account is terminated due to breach of this Agreement. Members must notify FSL Inc of any billing problems or discrepancies within sixty (60) days after they first appear on a credit card account statement. If notifications are not received by FSL Inc within sixty (60) days, Members waive any right to dispute such problems or discrepancies.

4. Use of the Business Dashboard

a. Your Right to Use the Business Dashboard

Provided that you accept and comply with this Agreement, you have the limited right to access, use and view the various text, images, graphics, photographs and other forms of information, data or communication (collectively defined as the "Business Dashboard Content") that make up the documents and resource materials made available on the "Business Dashboard" to active, enrolled Program Members. You may only copy, download or print a single copy of any of the information and materials that make up the Business Dashboard Content, as provided for herein. Except as FSL Inc expressly permits in writing, you may not copy, reproduce, download, upload, post, transmit, translate, modify, distribute, sell, rent, license, transfer, mirror, frame or create derivative works found on the Business Dashboard, in whole or in part, in any form or by any means. In particular, the use of any of such information on any other website or in a networked computer environment for any purpose is prohibited.

b. Portions of Business Services Powered by Third Parties

Certain aspects of the Business Dashboard or Business Services offered to Program Members may be performed or provided by third parties on behalf of FSL Inc. As such, the use of FSL Inc may be subject to any terms and conditions imposed by such third parties, including with respect to the handling of your FSL Inc Account information and personal information. You hereby agree that the Terms in this Agreement apply to the benefit of such third party providers, and that by using the Business Dashboard and Business Services provided, you represent to FSL Inc and such third party providers that you have reviewed and agree to be bound by such terms and conditions of use. In addition, links to third party sites are only provided to you by FSL Inc as a convenience. All such sites operate independently from FSL Inc. The inclusion of any third party link does not imply endorsement by FSL Inc of the site or any association with their operators.

c. Intellectual Property on the Business Dashboard

You acknowledge that any Intellectual Property rights associated with the Business Dashboard are solely owned by FSL Inc or its third party providers. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, the Intellectual Property.

All Business Dashboard design, text, graphics, the selection and arrangement thereof and all software are copyright of or used under license by FSL Inc. These do not include logos and graphics which are the property of third party companies featured on the Business Dashboard.

5. Submissions to FSL Inc

a. Rules of Conduct

Where you submit any contribution to FSL Inc (this includes any text, images, graphics, photographs, audio, video, e-mails, status postings, blogs and other forms of information, data or communication submitted by you, collectively defined as the "Member Submitted Content"), you agree not to:

      • Post, transmit, link to, or otherwise distribute any information constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability (including posting material that is hateful, racist, threatening or pornographic);
      • Otherwise use the Website or any of the Business Services in a manner which is contrary to law or which would serve to restrict or inhibit any other Member or User from using or enjoying the Website, or the Internet;
      • Defame, abuse, stalk, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;
      • Bully, harass, or otherwise intimidate any other Member or User;
      • Post, transmit, link to, or otherwise distribute any information or software which contains a virus, botnet, Trojan horse, worm, malware, spyware, spam, malicious code, or other harmful and disruptive component;
      • Engage in link and/or keyword spamming, or otherwise attempt to manipulate the Website’s search results on Google, Bing, Yahoo! or any other third party search engine and/or site;
      • Reformat or frame any portion of the Website;
      • Take any action that imposes a large load on FSL Inc’s technology infrastructure or otherwise make excessive traffic demands of the Website;
      • Upload, post, publish, transmit, reproduce, link to or otherwise distribute in any way, information, software or other material obtained through the Website or via the Business Services provided by FSL Inc, or any derivative work thereof, which is protected by copyright, or any other intellectual property right, without obtaining permission of the copyright owner or right holder;
      • Impersonate or falsely represent your Organization with any person, including an FSL Inc representative;
      • Provide incomplete and inaccurate information about yourself to bolster your credibility as a contributor to your Organization;
      • Create or use an account for anyone other than yourself; and
      • Provide an e-mail address other than your own.

b. Rights Granted to FSL Inc

You agree that by submitting your contribution you are granting FSL Inc a perpetual, royalty-free, non-exclusive, sub-licensable right and the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to your Member Submitted Content worldwide and/or to incorporate your contribution in other works in any media now known or later developed for the full term of any rights that may exist in your contribution, and in accordance with privacy restrictions set out in the FSL Inc Privacy Policy.

c. Submissions’ Representations

By submitting your contribution to FSL Inc, you declare that your Member Submitted Content is your own original work and that you have the right to make it available to FSL Inc for all the purposes specified above. You assume all risks associated with your Member Submitted Content, including anyone’s reliance on its quality, accuracy, or reliability.

You declare that your Member Submitted Content does not contain material that is false, intentionally misleading, or defamatory; violates any third party rights; is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates and/or infringes any law or regulation. In addition, you agree to indemnify FSL Inc against all legal fees, damages and other expenses that may be incurred by FSL Inc as a result of your breach of the above declaration and waive any moral rights in your contribution for the purposes of its submission to and publication on FSL Inc and the purposes specified above.

d. If You Do Not Grant These Rights or Make These Representations

If you do not want to grant to FSL Inc the rights or to make the representations set out above, please do not submit your contribution to FSL Inc.

e. Monitoring for Quality Control

FSL Inc will, in its discretion, monitor, review, screen, edit or otherwise control any Member Submitted Content contributed to the Website, solely to ensure the appropriate "Quality Standards" are met, along with the proper operation of the Website and the Program, including compliance of the Members with this Agreement.

To ensure optimum usability of the Website, FSL Inc will manually audit all Member Submitted Content for quality control purposes only.

By participating in the Program and contributing to the Website, you understand that FSL Inc may be monitoring your use thereof to determine and ensure compliance with this Agreement and to protect itself and/or others from fraudulent, unlawful, dangerous or abusive use of the Website. FSL Inc may also intercept and disclose any content, record, use or other information to the extent deemed reasonably necessary in order to protect the rights of FSL Inc, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, or governmental request. FSL Inc may also, in its discretion, review, edit, refuse to post or remove any Member Submitted Content. FSL Inc will not, however, intentionally intercept or disclose any private e-mail messages unless required or permitted by law to do so.

f. Content Guidelines

In order to maintain Quality Standards, FSL Inc will review all Member Submitted Content against the following "Content Guidelines":

      • Inappropriate content: Do not post, transmit, link to, or otherwise distribute any information that is irrelevant, hateful, racist, threatening or pornographic.
      • Spam: Do not stuff your Business Listing with keywords and links in attempt to manipulate search engine results.
      • Privacy: Do not publish anyone’s private information or post close-up photos of people without their permission.
      • Copyright: Do not post information, photos or any other material from a third party without obtaining permission of the copyright owner or right holder.
      • Incorrect content: Upon review, FSL Inc may make changes to your Business Listing if we find broken website or social media links, or if we find that you’re listed in the wrong category or region. We will notify you of any such changes.
      • False representation: Do not create an account for a business that you are not attributed to or enter false information about your business. Represent your business as it is in the offline world. Make sure the contact information you submit to your Business Listing is accurate.
      • Harmful content: Do not post or link to any information or software which contains a virus, botnet, Trojan horse, worm, malware, spyware, spam, malicious code, or other harmful and disruptive component.
      • Spelling and grammar: Please check your Business Listing for spelling and grammatical mistakes. If we find an error on your listing, FSL Inc may correct it. We will notify you if we do.
      • Capitalization and punctuation: Do not use excessive capitalization or punctuation. FSL Inc may edit your Business Listing if overuse of capital letters and punctuation is found. We will notify you if we do.

If FSL Inc finds that any Member Submitted Content does not comply with the above Content Guidelines, FSL Inc may temporarily take down the Business Listing and contact the Account holder with instructions.

g. Coupon Guidelines

FSL Inc will also review all coupon offers submitted by Program Members against the following "Coupon Guidelines":

      • Honour the coupons that you create and post to your Business Listing. If a coupon is expired, please delete or update it. FSL Inc may delete any coupon that is expired, in violation of our terms or that we have received a complaint about.
      • Do not post an offer that is only promotional text. Offers must provide a monetary discount or additional product or service that is not normally included.
      • Do not create a coupon for a product or service that is usually offered for free. Offers must provide an additional value to what is normally included.
      • Fill in the terms of the offer in detail. Clearly state the full details and terms of the offer. If the offer is contingent upon a set of conditions, make sure those conditions are included.
      • Do not post a coupon that promotes or offers a discount on a product or service that is inappropriate, illegal, harmful or infringes on the property rights of others.

If FSL Inc finds that any coupon posted to a Business Listing does not comply with the above Coupon Guidelines, FSL Inc may temporarily take down the coupon offer and contact the Account holder with instructions.

h. Communications from FSL Inc

By creating an Account, you agree to receive certain e-mail and/or phone communications from FSL Inc in connection with your Program Membership. This includes:

      • Verification e-mails confirming successful Account registrations;
      • Notification e-mails confirming successful publications of Business Listings;
      • Regularly scheduled reminder e-mails of unpublished Business Listings;
      • Informative e-mails with Platinum Program upgrade offers (including free trial promotions);
      • Notification e-mails on the start and end dates of all free trial periods;
      • Program and Website feedback request communications by e-mail and/or phone;
      • Business Listing review communications by e-mail and/or phone (including notifications of expired/missing/incorrectly submitted text, content, images, graphics, photographs, audio, video, location data, site links, coupon offers, plus other discrepancies and/or errors found by FSL Inc while auditing your Member Submitted Content for quality control purposes);
      • Notification communications by e-mail and/or phone of inappropriate Member Submitted Content found and removed by FSL Inc during quality control review audits, if any such content is found to be in violation of the above stated Rules of Conduct;
      • Notification communications by e-mail and/or phone confirming successful Account downgrades, deletions, Business Listing deactivations or payment information updates; and
      • Notification communications by e-mail and/or phone of NSF payments.

To opt-out of non-essential communications from FSL Inc, please send your request by e-mail at info@fslocal.com.

i. Communications from Website Users

In addition, by submitting contact information for your Organization, you understand Website Users will be able to contact you via phone, e-mail, and/or at your Organization’s address location(s).

6. Allocation of Risk for Business Members

a. Limitation of Liability for Business Members

Your use of (or inability to use) the Website, the Business Services and/or participate in the Program is at your own risk. You agree that your sole remedy in the event of any problem with the Website and/or Program is to cease using FSL Inc. Notwithstanding anything to the contrary, in no event will FSL Inc and their directors, officers, employees, consultants or agents be liable for any claims or damages whatsoever (including any direct, indirect, special, incidental, exemplary, punitive or consequential damages, and damages resulting from loss of use, loss of data, loss of profits, loss of business or other economic damages) as a result of accessing or using (or inability to access or use) the Program, the Website, the Business Services or any content or any links to other sites made available thereon or the content contained on such site(s), whether or not such claims or damages were foreseeable and even if FSL Inc has been advised of the possibility of such claim or damages and on any legal or equitable theory of liability (including fundamental breach).

You acknowledge that the provisions of this Agreement allocate the risks between FSL Inc and you and that FSL Inc’s pricing reflects the allocation of risk and limitation of liability specified in this section.

b. Indemnity and Waiver for Business Members

You hereby agree to indemnify and keep indemnified FSL Inc and their respective successors, assigns, directors, officers, employees, consultants and/or agents from and against any and all liability, damages, losses, claims (including reasonable legal fees) resulting in any way from your use of and from material posted on the Website or resulting from any breach of this Agreement. This includes breaches carried out by you or by any other person through your account, arising out of your data, your use of the Website, your connection to the Website or your violation of any third party rights. Furthermore, you hereby acknowledge that any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you waive any right to bring any claim or action against FSL Inc and their respective successors, assigns, directors, officers, employees, consultants and/or agents for any loss, damage or injury arising from use of the Program, the Website, its services or content.

7. Business Dashboard and Program Disclaimers

a. Business Dashboard Provided "As Is"

The Program, and the information and material on the Business Dashboard are provided "as is" and "as available" without any representation or warranty, express or implied, of any kind. You acknowledge that there may be interruptions in Business Services due to inherent limitations of the Internet, system upgrades, system maintenance and system configuration and that FSL Inc assumes no liability for any loss, damage or expense from interruptions in service due to any of the foregoing factors. FSL Inc does not warrant that you will have continuous, uninterrupted, or secure access to the Business Dashboard and/or the Business Services, or that the Business Dashboard will be error-free, or that defects, if any, will be corrected. Furthermore, FSL Inc does not warrant that this Business Dashboard, the Website, its servers, or e-mail sent from FSL Inc is free of viruses, other harmful components or disabling devices. You should take appropriate precautions to scan for computer viruses and should ensure that you have a complete and current backup of the applicable items of information contained on your computer system.

b. Matters Beyond FSL Inc’s Control

FSL Inc shall not be liable for any failure to perform any of its obligations under this Agreement which is caused by matters beyond its reasonable control including but not limited to acts of God, breakdown of Internet services or other computer services, war, strikes, lock-outs and industrial disputes.

8. General Program Provisions

a. Modifications or Discontinuance of the Program

FSL Inc may modify, update, interrupt, suspend or discontinue the Program (or a part thereof) with or without notice to you. FSL Inc shall not be liable to you or any third party for any modification, update, interruption, suspension or discontinuance of the Program.

b. Assignment

FSL Inc may assign or subcontract any or all of its rights and obligations under this Agreement at any time without notice to you. You acknowledge that you may not without the prior written consent of FSL Inc assign or dispose of your obligations under this Agreement whether in part or in whole.

c. Notices

Notices given by FSL Inc to you may be given by e-mail, phone or regular mail.

d. Entire Agreement

This Agreement constitutes the entire Agreement between you and FSL Inc and supersedes any prior agreements, arrangements, statements and understandings between FSL Inc and you including any oral statements made by FSL Inc representatives. To the extent that anything in or associated with the Website is in conflict or inconsistent with these Terms, these Terms shall take precedence. The section titles and other headings are for convenience only and shall have no legal effect.

e. Waiver

A waiver by FSL Inc of any breach by any Member of any of the terms, provisions or conditions of this Agreement or the acquiescence of FSL Inc to any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or of any subsequent act contrary thereto.

f. No Partnership/Joint Venture

Nothing in this Agreement shall be construed as forming a partnership or joint venture with Members, and no third party will have the right or ability to create any obligation on FSL Inc’s behalf.

g. Program Governing Law

This Program is controlled by FSL Inc from its office within the Province of Ontario, Canada. This Agreement and your relationship with FSL Inc regarding the Program and all matters relating thereto shall be governed by the laws of Ontario and the federal laws of Canada applicable therein and you consent to the exclusion jurisdiction of the Ontario courts in all matters regarding it.

h. Language

The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

i. Invalidity

If at any time any one or more provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall continue in full force and effect.

j. Program Disputes

Any questions or disputes regarding FSL Inc, the Program, the Business Services, the Business Dashboard, its contents or this Agreement, including without limitation, questions regarding participation and eligibility, must be submitted in writing within ninety (90) days of the query where applicable, to info@fslocal.com.