Last Modified: August 16, 2013

Thank you for your interest in the Locu Publisher Platform! Your access to the Locu Publisher Platform is subject to the terms and conditions set forth below.

LOCU PUBLISHER PLATFORM TERMS OF SERVICE

This Agreement (the “Agreement”) is between you, or if accepting on behalf of an entity, such entity ("You", “Your”) and Locu, Inc. (“Locu”, "Our") and constitutes a legal agreement that governs your access to and use of Locu’s menu widget (the “Locu Widget”), the Locu Data, as defined below, and Locu APIs, as defined below (collectively, the “Locu Publisher Platform”).

1. Acceptance.

If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. You must complete the registration form and accept the terms of this Agreement before you may access or use the Locu Publisher Platform. You can accept the terms of this Agreement by either: (a) clicking to accept or agree where such option is made available to you; or (b) actually using or accessing the Locu Publisher Platform.

2. Locu Data.

By accessing and using the Locu Publisher Platform, you agree to support the following Locu Data fields on your website and, if applicable, any mobile apps associated with your website (collectively, the “Publisher Properties”) and will accept Locu Data provided by Locu in such data fields for publication on the Publisher Properties in accordance with this Agreement:
(a) The fields listed as “Searchable Data Fields,” in Appendix A and Locu Data relating to such fields (the “Searchable Data”); and
(b) In addition, if you at any time support any of the data fields listed as “Enhanced Data Fields” in Appendix A and Locu Data relating to such fields (the “Enhanced Data”) on the Publisher Properties, then you will accept Enhanced Data provided by Locu in the supported Enhanced Data Fields for publication on the Publisher Properties in accordance with this Agreement. Searchable Data and any Enhanced Data provided by Locu are referred to in this Agreement collectively as “Locu Data.”

3. Locu Widget and APIs.

During the Term, you will incorporate and display the Locu Widget on each business listing within the Publisher Properties, except for your Mobile Apps and other mobile properties in which case, you shall display the applicable menu and price list data via the use of the Locu APIs. From time to time, Locu may, in its sole discretion, update the features, functionality, or appearance of the Locu Widget, for any and all reasons, including for purposes of improving the aesthetics, user experience, or performance of the Locu Widget. For purposes of this Agreement, “Locu APIs” means the application programming interface(s) (“API”) for accessing the Locu Data, and any accompanying or related documentation, source code, executable applications and other materials and any updates, patches, bug fixes, or modifications made to any of the foregoing.

4. Publisher Responsibilities.

4.1 You agree to publish the Locu Data (including any updates) on all of the Publisher Properties in accordance with the Locu Publisher Requirements set forth in Appendix B below (the “Publisher Requirements”) and will otherwise comply with the Publisher Requirements. To the extent any of the Publisher Requirements conflict with any of the provisions set forth elsewhere in this Agreement, the provisions set forth elsewhere in this Agreement shall control.

4.2 If applicable, in addition to your obligations under Section 4.1, Locu may request that you do some or all of the following:
(a) Provide Locu with all application programming interfaces (“APIs”) and URLs as are reasonably necessary to allow integration of the Publisher Properties with the Locu Publisher Platform, including, but not limited to, the integrations described below, as well as links to profile pages on the Publisher Properties (collectively, the “Integration”);
(b) Reasonably cooperate with Locu to provide real-time data and information relating to listings on the Publisher Properties, including, but not limited to: (i) number of search engine results page impressions, (ii) number of profile page impressions, (iii) click-through data with respect to the Locu Publisher Platform and (iv) all other data and information that you generally make available to your listing customers (collectively, the “Tracking Data”). You hereby grant to Locu a perpetual, non-exclusive license to display to Locu customers (“Customers”), and to permit the Customers to use, any Tracking Data that you provide to Locu during the Term.
(c) Provide Locu with APIs for the Publisher Properties, to enable Locu to search and obtain Searchable Data and Enhanced Data on the Publisher Properties and provide such information to the Customers.

5. Rights and Restrictions.

5.1 Subject to your strict compliance with the terms of this Agreement, you shall, during the Term, have a non-exclusive, personal, non-transferable, non-sublicensable right to: (a) implement and display the Locu Widget on the Publisher Properties; (b) implement, use, and make calls to the Locu APIs as permitted by this Agreement on or through the Publisher Properties for purposes of accessing Locu Data; and (c) display the Locu Data solely on the Publisher Properties to your end users.

5.2 You agree that you will not (and will not permit any third party to) directly or indirectly: (a) resell, rent, lease, loan, or otherwise distribute or transfer the Locu Data, Locu APIs or Locu Widget to any third party, including making the Locu Data available through your own APIs; (b) create an API client that functions substantially the same as the Locu APIs; (c) make any use of the Locu Widget, Locu APIs or Locu Data for any purpose independent of the Publisher Properties; (d) modify, adapt, alter, translate, or create derivative works of the Locu Widget, Locu APIs or Locu Data; (e) reverse engineer, decompile, decode, or disassemble the Locu Widget or Locu APIs; (f) scrape, build databases or otherwise create permanent copies of the Locu Data, or keep cached copies longer than permitted by the cache header; (g) use the Locu Widget or Locu APIs to download or build a complete data set of the Locu Data; (h) misrepresent the source or ownership of the Locu Data, Locu APIs, or Locu Widget or remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of the Locu Data, Locu APIs, or Locu Widget; (i) create or disclose metrics about, or perform any statistical analysis of, the Locu Widget, Locu APIs or Locu Data; (j) interfere with or disrupt the Locu APIs or Locu Widget or the servers or networks providing the Locu APIs or Locu Widget; or (k) add to, delete from, or otherwise alter or augment the Locu Data in use on the Publisher Properties. Furthermore, you will ensure that the Publisher Properties contain terms of service or use that are consistent with the terms of this Agreement, including but not limited to an express prohibition on web crawling (except for crawling in connection with a search engine) or screen-scraping of the Locu Data or Locu Widget from the Publisher Properties.

5.3 APIs and Transaction Limits. In order to use the Locu APIs, you must obtain API credentials (an “API Key”) via the registration process. You are solely responsible for all usage associated with your API Key, regardless of whether you have knowledge of such usage. You shall not share your API Key with any third party, shall keep such API Key secure and shall use it as your sole means of accessing the Locu APIs. Locu reserves the right to impose certain transaction limits on your use of the Locu Widget and Locu APIs, including but not limited to limitations on frequency of access to the Locu Data, bandwidth, or calls to the Locu APIs, which may be revised by Locu from time to time in its sole discretion ("Transaction Limits"). You shall comply with the Transaction Limits at all times.

5.4 Listings Data. To the extent you provide any content, images, or materials to Locu, including business listing content (collectively “Listings Data”), Locu shall have a perpetual and non-exclusive right and license to use, reproduce, modify, publicly display, publicly perform, distribute, make derivative works of, disclose and otherwise disseminate the Listings Data, including making such content available to others through Locu’s APIs.

5.5 User Feedback. Locu desires to keep the Locu Data accurate and current. To that end, you agree that you will deliver to Locu all User Feedback via the Locu APIs within a reasonable period of time, but in no event later than twenty-four (24) hours following your receipt of such User Feedback. For purposes of this Agreement, “User Feedback” means collectively, any comments, suggestions, recommendations, or proposed corrections related to the Locu Data from an end user, visitor, or any individual that has access to the Locu Data via the Publisher Properties. You agree that Locu will have the right to make any and all uses of the User Feedback, including but not limited to using and incorporating the User Feedback into the Locu Data or with any of Locu’s other products and services.

6. No Support.

This Agreement does not entitle you to any support for the Locu Widget or Locu APIs. You are solely responsible for providing all support and technical assistance to your end users. You acknowledge and agree that Locu has no obligation to provide support or technical assistance directly to your end users and you shall not represent to any of your end users that Locu is available to provide such support.

7. Confidentiality.

All technical and non-technical information concerning or related to the Locu Widget and Locu APIs, including any source code, documentation, product roadmaps, business and marketing plans, and any information related to the foregoing constitutes the Confidential Information and property of Locu (“Confidential Information”). You agree to (i) use the Confidential Information only in connection with fulfilling your rights and obligations under this Agreement; (ii) hold the Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with your protection of your own confidential information but not less than reasonable care, (iii) not disclose the Confidential Information except for disclosures to employees who have a bona fide need to know the Confidential Information. You agree that any unauthorized disclosure of the Confidential Information would cause irreparable harm to Locu, and that in the event of any breach or threatened breach of the above confidentiality obligations, Locu shall be entitled to seek equitable relief in addition to any other remedy.

8. Ownership.

Locu shall own and retain all right, title, and interest in and to the Locu Widget, Locu Data, User Feedback and Locu Confidential Information, including all intellectual property rights contained therein. You shall not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Locu Widget, Locu APIs or the Locu Data or any copies thereof. Except for the express licenses granted in Section 5.1, no other licenses are granted by Locu hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved by Locu. If you provide any ideas, suggestions or recommendations to Locu regarding the Locu Publisher Platform (“Publisher Input”), Locu shall be free to retain, use and incorporate such Client Input in Locu’s products and/or services, without payment of royalties or other consideration to you.

9. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCU DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LOCU WIDGET, LOCU APIS AND LOCU DATA ARE PROVIDED “AS-IS,” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. LOCU DOES NOT WARRANT THE COMPREHENSIVENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE LOCU DATA OR THAT THE LOCU WIDGET OR APIS WILL BE UNINTERRUPTED OR ERROR FREE. YOUR USE OF THE LOCU WIDGET, LOCU APIS, AND LOCU DATA SHALL BE AT YOUR SOLE RISK.

10. Indemnification.

You will indemnify, defend, and hold harmless Locu, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, partners and suppliers (collectively the “Suppliers”) from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to:(a) your use of the Locu Widget, Locu APIs, or Locu Data; (b) your Publisher Properties; or (c) any non-compliance by you with this Agreement. You will cooperate as reasonably required in the defense of any claim. Locu reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

11. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE LAW, LOCU AND ITS SUPPLIERS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE LOCU WIDGET, LOCU DATA OR THE LOCU APIS, INCLUDING ANY LOSS OF REVENUE, BUSINESS OPPORTUNITIES OR DATA, WHETHER OR NOT LOCU OR ITS SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE LAW, LOCU’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50.00).

12. Term; Termination; Suspension.

This Agreement will remain in effect until terminated by either you or Locu as set out below (“Term”). You may terminate this Agreement upon written notice to Locu. Locu may terminate this Agreement and your rights to access and use the Locu Widget, Locu Data, or APIs for any or no reason, without liability, at Locu’s sole discretion at any time. We will attempt to notify you of any such termination but are under no obligation to do so. In addition, without limiting the foregoing termination rights, Locu reserves the right, at any time and in its sole and absolute discretion, to temporarily suspend access to the Locu APIs or availability of the Locu Data for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of Locu’s network, hardware, or associated systems or those of its third party providers; (c) unplanned technical problems or outages; or (d) the actual or suspected violation of the terms of this Agreement by you or any of your end users. Upon termination, you will immediately cease use of the Locu Widget, Locu Data, or Locu APIs. Sections 5.2, 5.4, 5.5, 5.6, and 7 through 14 will survive termination of this Agreement or any discontinuation of the offering of the Locu Widget, Locu Data, or APIs.

13. Modifications.

Locu reserves the right to amend or modify the terms of this Agreement at any time. You can find the most recent version of this Agreement at http://dev.locu.com/terms/, with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. You are responsible for reviewing this Agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately cease all use of the Locu Publisher Platform. Your continued access or use of the Locu Publisher Platform will constitute your acceptance of the revised Agreement.

14. General.

14.1 Relationship of the Parties. You acknowledge and agree that you and Locu are operating as independent contractors and not as partners, agents or joint venturers. Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. You understand that Locu reserves the right to provide the Locu APIs, Locu Widget and Locu Data to other companies, partners, or individuals, in its sole discretion.

14.2 Publicity. During the Term, you may promote your use of the Locu API and/or Locu Widget to your users, so long as you do so truthfully and without implying that your use is endorsed or supported by Locu. For example, you may factually state that your Publisher Properties use the Locu Widget or Locu APIs. However, you may not use Locu’s name, logo or trademarks in any advertisement, marketing collateral or otherwise issue any public announcements or press releases regarding this Agreement or your use of the Locu API, Locu Widget, or Locu Data without Locu’s prior written consent in each instance.

14.3 Marketing and Promotional Use. In the course of promoting, marketing, or demonstrating the Locu API or Locu Widget or other Locu products or services, Locu may publicize that you are using the Locu Widget and Locu APIs, including but not limited to using your name or logo in presentations, marketing materials, or customer lists or creating marketing materials that show screenshots of the Locu Widget or Locu Data as used on your Publisher Properties. You grant us all necessary rights and licenses for the above purposes.

14.4 Assignment. You may not assign this Agreement or any rights or obligations without the prior written consent of Locu and any attempt to do so will be null and void. Locu may assign this Agreement (in whole or in part) to any entity, for any reason, without notice or without your consent.

14.5 Force Majeure. You understand and agree that Locu will not be liable to you for any delay or failure to perform hereunder due to circumstances beyond Locu’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), internet or other service disruptions involving hardware, software or power systems not within Locu’s possession or reasonable control, and denial of service attacks.

14.6 Governing Law. This Agreement will be governed and construed under the laws of the State of California without regard to conflicts of law provisions. You and Locu agree that any suit or proceeding arising out of or relating to this Agreement will be brought in the federal and/or state courts, as applicable, in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of such courts. Notwithstanding this, you agree that Locu will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.7 Export Compliance. The Locu Widget and API are subject to applicable U.S. export laws and regulations. Without limitation, you must not export the Locu Widget or API or any part thereof, directly or indirectly, to any country for which the United States requires an export license or other governmental approval. In particular, you acknowledge that the Locu Widget and API or any part thereof, may not be exported or re-exported to, or otherwise used in, any U.S.-embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons or Entity List. By using the Locu Widget or API, you represent and warrant that you are not located in any such country or on any such list.

14.8 Waiver. No provision of this Agreement will be waived by any act, omission or knowledge of Locu or its agents or employees except specifically in a writing signed by the Locu.

14.9 Severability. If any provision or part of a provision in the Agreement is held to be illegal, invalid, or unenforceable by a court or other decision making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the parties, and the validity and enforceability of all other provisions in the Agreement will not be affected or impaired.

14.10 Entire Agreement. This Agreement constitutes the whole legal agreement between you and Locu in connection with, and governs your use of, the Locu Widget, Locu APIs, and Locu Data. This Agreement completely replaces and supersedes any prior agreements between you and Locu, written or oral, in connection with the Locu Widget, Locu APIs, and Locu Data. Except pursuant to Section 13 (Modifications), any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of Locu.

If you have any questions regarding the terms of this Agreement or wish to engage in use outside of the Transaction Limits or other restrictions set forth in this Agreement, please contact Locu at info@locu.com for information on alternative licensing options to address your needs.

   

APPENDIX A - Data Fields

 

Searchable Data Fields:

Enhanced Data Fields:

Structured Data (Served via Locu Widget by default):

   

APPENDIX B - Locu Publisher Requirements

 

You agree to comply with the following requirements with respect to the display and publication of the Locu Data on the Publisher Properties:

Locu Data

Locu Data will (i) take priority over other data from other providers for listings (all fields) that are indicated as 'owner-verified'; (ii) must be displayed on the Publisher Properties for all fields that you support on the Publisher Properties; (iii) will be updated and displayed on the Publisher Properties in the same frequency as that of your other content providers, but in no event later than the timing noted below:

Attribution

In a prominent location on every page in which Locu Data is displayed within the Publisher Properties, You will indicate that such Locu Data was sourced from Locu, by displaying Locu’s “powered by” logo (as set forth below) and a link to Locu’s site, in a mutually agreed form consistent with the design of the Publisher Properties.

or

All hyperlinks must contain a referral object with your ID and the applicable venue.

Publisher Properties

Unless otherwise noted, all of the requirements of this Appendix B must be met across all Publisher Properties, including desktop web sites(s), mobile web site(s), mobile app(s), and other devices.

Mobile Business Support

Support must be provided for businesses that travel to their client locations and wish to have their street address suppressed from display (though it will still be provided).You must support a “display address” that is not a street address (e.g. “In Franklin Student Center”).

Real-Time Search

Locu needs to be able to search for listings in your directory in real-time to integrate you into Locu’s free listings scan and to allow Locu Customers to confirm their matching listing on the Publisher Properties at sign-up.

Blocked Locu Data

If you are unable to support these standards for a particular listing due to a pre-existing relationship with the business owner, you must inform Locu that the Locu Data for the business owner is blocked and provide a reason for why the listing is unavailable. Conversely, if you choose to unblock the Locu Data for the business owner, you must inform Locu that the Locu Data is back up. In all places where you provide listing information to Locu (e.g. directory search), you must include a listing status which indicates whether or not it would be blocked if it were Locu Data.

Duplicate or invalid listings

In order to remove duplicate or invalid listings, Locu may indicate to you that a listing must be suppressed, optionally providing the ID of a listing that it duplicates (the “canonical” listing). You must comply within 24 hours by taking the following actions: (i) You must remove the suppressed listing from their search index; (ii) if a canonical listing ID is provided, you must place a redirect to send users that access the suppressed listing’s profile page to the canonical listing’s profile page • Conversely, Locu may indicate to you that a listing suppression should be removed. • If you believe that a given listing in the Locu Publisher Platform is a duplicate or invalid, you shall immediately notify Locu and the Parties will work in good faith to resolve the issue. • You and Locu will work together to ensure that all of your respective IDs are matched.

Status Updates

You must provide the status of all listings (live, blocked, suppressed) and, if applicable, where they can be viewed on the Publisher Properties. You must allow Locu to track all interactions users have with the Locu Data, where applicable, including but not limited to:

Locu Data views (search results page), Locu Data views (profile page), Search query (if applicable), Search rank in results, Clicks from the search results page to the profile page, Clicks on the website URL, Clicks to view map and/or directions, Clicks to share (Facebook, Google+, Twitter, Email, etc), Clicks to view photos , Clicks to view reviews, Clicks to save, Clicks to print, Clicks to send to phone, Clicks to open any of the Enhanced Data lists (bios, menus, calendars, catalogs)

You must separate statistics across the different Publisher Properties (e.g. mobile app stats vs web stats)

Queries

You must allow Locu to issue up to 1 million queries per day (up to 10 per second). You must not block Locu from scraping the Publisher Properties (SERP or Profile pages).

Reviews

When Locu Customers sign in to their Locu dashboard, Locu shows them all their reviews from across all of Locu’s publisher partners. In order to support this, Locu has the following requirements for publishers that supports customer reviews on their listings. You will comply with these requirements to the extent your Publisher Properties support customer reviews on your listings.

If applicable, you must provide access to all review data. Your system must notify Locu when new reviews are added, updated, or deleted from a given business listing. You must provide a direct link to each individual review. If you allow users to respond to reviews, you must allow Locu to do so (on behalf of the business owner). If you allow users to flag reviews as abuse, you must allow Locu to do so (on behalf of the business owner).