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Master Services Agreement

  1. Last Updated February 27, 2024

    This Master Services Agreement (“Agreement”) is made and entered into between You (Subscriber and Partner and/or “Partner”) and the organization(s) that you are affiliated with and Locl, Inc. with an address of PO Box 1429, White Salmon Washington, 98672 and referred to as (“Locl” or “Company” or “we” or “us”).

This Agreement describes Subscriber and Partner’s rights and obligations with respect to access and use of the Product and Service (as defined below) owned and provided by Locl. By using the Products or Services, or by clicking to accept or agree to this Master Service Agreement “MSA” when this option is made available to you, you accept and agree to be bound and abide by this MSA and the Terms of Service and our Privacy Policy and incorporated in this Agreement by reference. If you do not want to agree to this MSA, the Terms of Service or the Privacy Policy, you must not access or use the Products or Services. The Terms of Service and Privacy Policy can all be found on the Locl Website. 

  1. Definitions: In this Agreement,
    1. “Agreement” means this Master Services Agreement “MSA”, Terms of Service “TOS”, Subscription Order Form, and/or Distributor Reseller/Referral Agreement(s) collectively referred to as “Order Form(s)”. In the event of a conflict or inconsistency between the MSA and the Subscription Services Order Form “Order Form,” the Order Form shall prevail concerning the subject matter therein.
    2. “Authorized User” means Subscriber and or the employees, contractors, and partners of Subscriber and Partner who are authorized by Subscriber and or Partner to use the Pro
    3. “Partner”: means Distributor Reseller and or Distributor Referral Partner.
    4. “Product” means Locl-provided suite of software components and services.
    5. “Start Date“ is the Start Date as provided on the Order Form.
    6. “Service Date” means the date Subscriber and Partner’s user account is activated.
    7. “Service” means collection and distribution of Staff data, including but not limited to Availability, Notification, Messaging, and Interaction tools made available to Subscriber and Partner pursuant to this Agreement and any additional product or service identified on the Subscription Services Order Form ‘Order Form” Fee Schedule and provided to Subscriber and Partner pursuant to this Agreement.
    8. “Staff” means a person who subscribes to and provides information to the Locl Consumer Intelligence tool, and who is associated with the department using the Product under this Agreement.
    9. “Subscription Fee” means the applicable fees, as set forth on the Order Form, for access by Subscriber and Partner to the Product and Service.
    10. “Locl Information” means all materials, data, and other information collected, summarized, produced, licensed, owned and made accessible to Subscriber and Partner by Locl as part of the Product and Service. 
  1. License to Use Product and Service:
    • Locl grants to Subscriber and Partner a non-exclusive, non-transferable, non-sub-licensable, limited license for the Authorized Users to access and use the Product or Service during the Term (as defined below).
    • Subscriber and Partner acknowledges that from time to time, the Product and Service may be inaccessible or inoperable for any reason, including, without limitation:
      1. equipment malfunctions;
      2. periodic maintenance procedures; or
      3. causes beyond the control of Locl or which are not reasonably foreseeable by Locl including, but not limited to, the interruption of telecommunication, third-party platform access or terms of service, or digital transmission links.
  1. Fees & Payment:
    1. Subscriber and Partner shall pay Locl the fees set forth in the Order Form.
    2. Fee Increases: Locl may increase Fees as defined in the Subscription Services Order Form “Order Form after the first contract Term by providing a written notice to Customer at least 30 calendar days prior to the commencement of the subsequent Term, and the Order Form will be deemed amended accordingly.
  1. Payment:
    • For the initial Term, Subscriber and Partner shall pay all Fees due pursuant to the Payment Schedule in the Order Form.
    • Subscriber and Partner shall make all payments hereunder in US dollars by check, wire transfer, ACH, or credit card.
  1. Late Payment:
    • If  Subscriber and or Partner fails to make any payment when due then, in addition to all other remedies that may be available:
      1. Locl may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
      2. Subscriber and Partner shall reimburse Locl for all costs incurred by Locl in collecting any late payments or interest, including reasonable attorneys’ fees, court costs and collection agency fees; and
      3. If such failure continues for ten (10) days following written notice thereof, Locl may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Subscriber and Partner or any other person by reason of such suspension.
  1. Obligations of Subscriber and Partner:
    • In addition to Subscriber and Partner’s other obligations and responsibilities set forth in this Agreement, Subscriber and Partner agrees:
      1. to limit access to the Product and Service to its Authorized Users, and to notify Locl immediately if Subscriber and Partner becomes aware of any unauthorized use of or access to the Product and Service;
      2. that it is responsible for all acts and omissions of Authorized Users (including contractors) in connection with their use of the Product and Service;
      3. that it is solely responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access or use the Service, and all related charges;
      4. that it will not
        1. rent, lease, distribute, sell, sublicense, or transfer to any third party all or any part of its right to access and use the Products or Service;
        2. reverse engineer, disassemble or decompile the Products or Service or any applications associated with the Product or Service;
        3. modify the Product or Service;
        4. access or use the Product or Service for unlawful purposes; or
        5. permit anyone else to do any of the preceding.
      5. Intellectual Property and Use Restrictions:
        • Subscriber and Partner acknowledges that, solely as between Subscriber and Partner and Locl, all title, ownership and intellectual property rights to the Product, the Service, and the Locl Information are and will remain the sole and exclusive property of Locl.
        • Except for the limited license expressly granted in this Agreement, this Agreement does not grant Subscriber and Partner rights to any intellectual property rights in the Product or Service or Locl Information.
        • Any suggested modifications or improvements to the Product or Service submitted to Locl by Subscriber and Partner become Locl’s exclusive property to exploit or to not exploit as Locl solely deems appropriate, without compensation or attribution to Subscriber and Partner.
      6. Support, Up–Time, and Maintenance:
        • Locl will use its commercially reasonable efforts to provide Customer with support services for (i) the use and operation of the Services; and (ii) suspected Errors in the Services. “Errors” means the failure of a Services feature to operate in substantial conformance as described on the Website.
        • Locl makes Support Services available via an in-app and in-service program (Drift) from Monday to Friday between 9am and 5pm Pacific Standard Time. E-Mail support is also available during these same hours Locl users (success@locl.io). Support Services are not available on Thanksgiving, Christmas Day, New Year’s Day and on any other holiday as will be posted on the Website.
        • Locl identifies and categorizes incoming requests based on the following levels:
          1. (i) Level 0 Support: 24-hour access via Locl’s webpage at www.Locl.io. Level 0 support is defined as a knowledge base support articles covering common support questions and guidance on how to locate and/or use features on Locl Consumer Intelligence.
        • (ii) Level 1 Support: Response time is one business day. Level 1 service is defined as responses to general questions about how to use Consumer Intelligence, responses to questions about lost or forgotten passwords, or Errors of minimal or minor business impact to Customer. Minimal business impact is an inquiry or non-technical request. Minor business impact indicates the service or functionality is usable and the Error or problem is not causing a critical impact on Customer operations.
        • Level 1 support is also defined as responses to reported Errors that are causing significant business impact to Customer. Significant business impact is a feature or function on Locl Consumer Intelligence that is severely restricted in its use, causing Customer to be in jeopardy of missing business deadlines or causing negative impact or user experience. This usually means that some, but not all, functionality of Locl Consumer Intelligence or Locl Mobile would be unavailable.
        • Level 1 support is also defined as responses to reported Errors that are causing critical business impact. Critical business impact is defined as a situation in which critical functionality of Locl Consumer Intelligence is inoperable, resulting in a critical impact on Customer operations. This usually means that all functionality of Locl Consumer Intelligence would be unavailable.
        • The Locl platform is closely monitored 24×7 with an uptime of 99.9%.
        • Application Availability shall mean that the Services are available and working without material functional degradation, and that application response time performance allows for commercially reasonable productive use of the Services. Availability shall be measured at the point where the Services are made available on the Internet from Locl’s hosted data center(s), and does not include outages caused by the Customer or by third-party Internet transport providers. Application Availability measures shall be exclusive of pre-scheduled maintenance periods, about which Customer received commercially reasonable prior written notification, and which are of commercially reasonable frequency and duration.

Disclaimer of Warranty and Limitations of Liability:

  1. LOCL GIVES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND RELATING TO THE PRODUCT OR SERVICE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OWNERSHIP, RESULTS, OR THE QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY, OR COMPLETENESS OF THE PRODUCT OR SERVICE.
  2. LOCL DOES NOT WARRANT THAT THE PRODUCT AND SERVICE WILL MEET SUBSCRIBER AND PARTNER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
    • LOCL IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY SUBSCRIBER AND PARTNER’S HARDWARE OR SOFTWARE, OR FOR PROBLEMS IN THE INTERACTION OF THE SERVICE WITH ANY OTHER SOFTWARE.
    • SUBSCRIBER AND PARTNER WILL BE SOLELY RESPONSIBLE FOR TAKING ALL PRECAUTIONS, SUCH AS DATA BACKUP, TESTING, AND ERROR DETECTION PROCEDURES, WHICH ARE NECESSARY IN ORDER TO ENSURE THAT ERRORS IN THE SERVICE AND THE APPLICATIONS USING THE SERVICE DO NOT CAUSE ADVERSE CONSEQUENCES.
  3. LOCL WILL NOT BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HERE.
  4. LOCL SPECIFICALLY DISCLAIMS LIABILITY FOR INACCURATE, OUT-OF-DATE, OR MISSING STAFF AVAILABILITY, CREDENTIAL, OR OTHER PERSONAL OR PROFESSIONAL INFORMATION.
  5. IN NO EVENT WILL LOCL’S TOTAL LIABILITY UNDER OR RELATED TO THIS AGREEMENT, THE TERMINATION THEREOF, AND/OR THE PROVISION OF THE PRODUCT OR SERVICE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY SUBSCRIBER AND PARTNER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR $2,000 (TWO THOUSAND DOLLARS) WHICHEVER IS LOWER.
    • EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION.
    • FURTHER, IF ANY REMEDY IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES WILL REMAIN IN EFFECT.
  1. Intellectual Property and Limited Remedy:
    • Locl hereby represents and warrants that to Locl’s knowledge, none of the Products or Services provided or licensed under this Agreement does or will infringe, misappropriate, dilute or otherwise violate Intellectual Property Rights or other rights of any third party arising under the Law of the United States.
    • If a Product or Service is found to be infringing and use of a Product or Service is prohibited by court order, Locl shall at its option do one of the following:
      1. obtain a valid license to the infringed-upon component for Customer;
      2. replace the Product or Service with a non-infringing version of equivalent specifications;
      3. modify the Product or Service so it is non-infringing, but of commercially reasonable equivalent specifications.
  1. Indemnification:
    • Subscriber and Partner shall indemnify, defend and hold harmless Locl, and its directors, officers, employees and agents, from and against any and all claims, liabilities, losses, expenses (including reasonable attorneys’ fees) and costs arising from Subscriber and Partner’s use of the Products or Service, except to the extent caused by Locl’s gross negligence or willful misconduct, or by Locl’s breach of its representations and warranties in Section 8 above.
    • Locl shall indemnify, defend and hold harmless Subscriber and Partner, and its directors, officers, employees and agents, from and against any and all claims, liabilities, losses, expenses (including reasonable attorneys’ fees) and costs arising from Subscriber and Partner’s and/or Locl’s use of the Products or Service, except to the extent caused by Subscriber and Partner’s gross negligence or willful misconduct, or by Subscriber and Partner’s breach of its representations and warranties in Section 8 above.
  2. Confidentiality:
    • Subscriber and Partner acknowledges and agrees that the Locl Information constitutes the confidential and proprietary information of Locl.
    • Subscriber and Partner shall not disclose the Locl Information to any party, or use the Locl information in any manner or for any purpose, except in accordance with the terms and conditions of this Agreement.
  3. Term and Termination:
    • This Agreement is effective on the Effective Date and will continue for the period applicable to the subscription chosen by Subscriber and Partner (the “Term”) as defined on the Order Form unless earlier terminated in accordance with the terms of this Agreement.
    • This Agreement will automatically renew for the selected Term in the Order Form unless either party provides notice of non-renewal at least 60 days prior to the end of the Term.
    • The Subscriber and Partner may contact Locl Customer Service to provide notice of non-renewal at
    • Locl may, without liability, suspend performance (including by deactivating Subscriber and Partner’s user account(s)) and/or terminate this Agreement immediately upon written notice at any time if Subscriber and Partner is in breach of any term, condition or covenant of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach.
  4. Miscellaneous:
    1. This Agreement (including any amendments or revisions), together with any applicable Order Form, and the Locl Terms of Service and Privacy Policy, constitutes the entire agreement between the parties and supersedes any previous understandings, commitments, or agreements, oral or written regarding the subject matter of this Agreement.
    2. This Agreement is effective only between parties located in the United States.
    • For information about subscribing to the Product or Service outside the United States, please contact Locl Customer Service at
  1. This Agreement may be modified only by a written instrument signed by an authorized representative of both Parties, which makes reference to the specific section it amends.
  2. Locl’s Terms of Service and Privacy Policy will govern how Locl handles Subscriber and Partner’s personal information under this Agreement, and are incorporated herein by reference.
  3. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.
  4. Choice of Law; Designation of Forum; Federal Forum.
    1. Choice of Law. The laws of the State of Washington (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Contract, including, without limitation, its validity, interpretation, construction, performance, and
    1. Designation of Forum. Any claim, action, suit or proceeding (collectively, “Claim”) between OTC (or any other agency or department of the State) and Locl that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of the State of Oregon for Marion Locl hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum.
    2. Federal Forum. Notwithstanding section 2, if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon.  This section applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon’s sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This section is also not a waiver by the State of Oregon of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
    3. The party who is not the substantially prevailing party with respect to any dispute, claim or controversy related to or arising under this Agreement will pay the reasonable costs, including attorneys’ fees, actually incurred by the substantially prevailing party in relation to the dispute, claim or controversy, and any appeal, and any enforcement of an award.
    4. Neither this Agreement nor the rights granted to Subscriber and Partner are assignable or transferable by Subscriber and Partner without the prior written consent of Locl.
    • Locl may assign or transfer its rights and/or duties under this Agreement without Subscriber and Partner’s permission.
  1. Locl’s remedies are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which will be deemed as waived by virtue of Locl’s exercise of any other remedy.
    Locl is not responsible for delay or failure in performance or any interruption of the Service resulting directly or indirectly from any cause or circumstance beyond its reasonable control including, without limitation, by any acts of civil or military authority, law, regulation, lost access to third party platforms, order or decree, by fire, riots, strikes, legal moratorium, war or revolution, by communication line or power failures, or by “acts of god,” epidemic, earthquake, fire, flood or other natural disasters, nor will any such delay or failure be considered to be a breach of this Agreement or entitle either party to any credit or reimbursements.
  2. Sections 3, 4, 6 and 7 of this Agreement will survive any expiration or termination of the Agreement.
    1. No provision of this Agreement is intended or will be construed to confer upon or give to any third person or entity other than Locl and Subscriber and Partner any rights, remedies or other benefits under or by reason of this Agreement.

The Service may not be exported or re-exported from the United States of America except in accordance with the laws, regulations, orders or other restrictions on the export of software from the United States of America. Subscriber and Partner will indemnify and hold Locl harmless for any breach of this Section. This Agreement is incorporated into the Order Form, accepted by Customer by continued use of the service.

If you have any questions or comments about this MSA, please do not hesitate to contact us at:

Email: success@locl.io