Terms and Conditions

These Terms and Conditions ("Terms") form a binding agreement between you and BackLocal, LLC ("BackLocal," "we," "us," or "our"). The BackLocal name and logo are registered trademarks of LocalAndNew, LLC, used under license. By accessing or using the BackLocal website or mobile application (the "Platform") you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform. In these Terms, a "Business" is a business account, a "Customer" is a consumer account, and "you" or "User" means whichever applies to you. The Platform is intended for users located in the United States.

PLEASE READ ARTICLE 11 (BINDING ARBITRATION AND CLASS-ACTION WAIVER) CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Article 1: Eligibility Criteria

1.1 Definition of Eligible Entities:

For the purposes of these Terms, an "Eligible Entity" refers to an enterprise or commercial establishment that is classified as a small business under the criteria set forth herein.

1.2 Employee Limitation:

An Eligible Entity must employ a workforce consisting of fifty (50) individuals or fewer. Any business employing more than fifty (50) individuals, whether on a full-time, part-time, contractual, or any other basis, shall be deemed ineligible to use the BackLocal platform.

1.3 Ownership Restrictions:

Entities with proprietors or ownership structures that hold, manage, control, or possess an interest in more than five (5) distinct business locations are expressly excluded from the definition of an Eligible Entity.

1.4 Franchise Limitations:

Proprietors, stakeholders, or any entities who own, manage, or control franchise operations are not permitted to classify their franchise as an Eligible Entity. Even if a franchise operation conforms to the other eligibility criteria, it remains ineligible due to its nature as a franchise.

1.5 Right to Verification:

BackLocal retains the right, though not the obligation, to verify the eligibility of any entity. Any misrepresentation, falsification, or omission of information regarding eligibility may result in immediate suspension or termination of the account without prior notice.

1.6 Age Requirement:

You must be at least eighteen (18) years old to create or use an account. The Platform is not directed to and is not intended for use by anyone under 18. See the Privacy Policy for our practices regarding minors.

1.7 Sanctions and Export Compliance:

You represent that you are not located in, or a resident or national of, any country or region subject to U.S. embargo or comprehensive sanctions, and that you are not identified on any U.S. government restricted-party or sanctions list. You agree not to use the Platform in violation of any U.S. export-control or economic-sanctions laws.

Article 2: Prohibited Activities and Consequences

2.1 Compliance with Terms:

All users must strictly adhere to the eligibility criteria and all stipulations outlined within these Terms.

2.2 Prohibited Misrepresentation:

Any deliberate misrepresentation or omission of information that results in non-compliance with the eligibility criteria, or any other clause within these Terms, is strictly prohibited.

2.3 Monitoring and Investigation:

BackLocal reserves the right, but is not obligated, to monitor activity on its Platform and investigate any allegations of non-compliance or misrepresentation using any lawful means at its discretion.

2.4 Consequences of Violation:

Users found in violation of these Terms may face suspension or permanent termination of access, at the sole discretion of BackLocal.

2.5 Right to Amend Penalties:

BackLocal reserves the right to amend, modify, or introduce corrective measures in response to prohibited activities, communicated to users in an appropriate manner.

Article 3: Subscriptions, Payments, Automatic Renewal, and Refunds

3.1 Subscription Plans and Fees:

Business subscriptions are offered in tiered plans (currently Starter, Core, and Growth/Local Plus), and customers may purchase an optional Traveler add-on. Plan names, current prices, billing periods (monthly or annual), and included features are published on our pricing page at backlocal.com/pricing.php and are incorporated into these Terms by reference. The price applicable to you is the price displayed at the time you subscribe. We may change prices prospectively on notice; changes take effect on your next renewal.

3.2 Payment Methods:

Payments are processed through third-party payment processors, including Stripe (cards) and NOWPayments (cryptocurrency). You are responsible for any transaction fees or charges imposed by your bank or payment processor. We do not store full payment-card numbers.

3.3 AUTOMATIC RENEWAL — CARD/FIAT SUBSCRIPTIONS:

PAID CARD SUBSCRIPTIONS AUTOMATICALLY RENEW. By subscribing, you authorize BackLocal and its payment processor to automatically charge your payment method the then-current subscription fee at the start of each billing period (monthly or annual, as selected) until you cancel. Your subscription will continue and renew automatically unless and until you cancel it. We will charge you the applicable fee at the then-current rate, plus any applicable taxes, on each renewal date.

3.4 How to Cancel; Effect of Cancellation:

You may cancel at any time — there is no cancellation fee. To cancel, sign in and use "Manage subscription" on your dashboard (web) or the Stripe Customer Portal linked there, or email contact@backlocal.com. Cancellation stops future renewals; you retain access to paid features until the end of the billing period already paid for. We do not provide prorated refunds for the unused portion of a period except as stated in Section 3.6.

3.5 Cryptocurrency Payments — Annual, Non-Recurring:

Cryptocurrency subscriptions are annual and do NOT automatically renew (cryptocurrency cannot be auto-charged). We will email reminders before your access lapses. To keep access, you must make a new payment before the expiration date.

3.6 Refunds — Fiat (5-Day Window):

Payments made in fiat currency (for example, by credit or debit card through Stripe) are eligible for a refund of the subscription fee if the request is made within five (5) days of the initial subscription or any subsequent renewal. Refund requests should be sent to contact@backlocal.com.

3.6.1 Refunds — Cryptocurrency (No Refunds):

Payments made in cryptocurrency (including, without limitation, BTC, ETH, XRP, USDC, or any other digital asset) are final and NON-REFUNDABLE. Because cryptocurrency transactions are irreversible once confirmed on the applicable network, no refund, reversal, or chargeback will be issued, and the five (5) day window in Section 3.6 does not apply to cryptocurrency payments.

3.7 No Refunds After Stipulated Period:

Except as required by applicable law, no refunds will be processed for requests made after the five (5) day fiat window from the initial subscription or renewal date.

3.8 Changes to Payment Policy:

BackLocal reserves the right to amend subscription fees, introduce new charges, or modify the refund policy prospectively. Material changes will be communicated to subscribers in advance, and continued use after the effective date constitutes acceptance.

3.9 Non-Renewal and Lapse:

If a subscription is not renewed — including a cryptocurrency subscription that reaches its expiration date — paid features are suspended. After continued non-renewal, and following advance email notice, the account may be shut down and, after a grace period during which you can reopen it, the account and its associated personal data may be permanently deleted, as described in Article 13.

Article 4: User Content, License, and Acceptable Use

4.1 Your Content:

"User Content" means anything you submit to the Platform — including business profiles, descriptions, photos, posts, deals, ratings, reviews, and owner replies. You retain ownership of your User Content.

4.2 License to BackLocal:

You grant BackLocal a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, adapt (for formatting), and distribute your User Content solely to operate, promote, and improve the Platform. This license ends when you delete the content or your account, except for content already shared with others or retained as required by law or for legitimate backup.

4.3 Your Representations:

You represent that you own or have the rights to your User Content, that it is accurate and not misleading, and that it does not infringe any third party's rights or violate any law. Ratings and reviews must reflect a genuine, good-faith experience; fake, incentivized-but-undisclosed, or deceptive reviews are prohibited and may violate the FTC Act.

4.4 Prohibited Content and Conduct:

You will not post content that is unlawful, defamatory, harassing, hateful, obscene, fraudulent, infringing, or that contains malware; impersonate others; scrape or harvest data; interfere with the Platform's operation or security; or use the Platform to send spam.

4.5 No Objectionable Content; Reporting, Blocking, and Moderation:

There is zero tolerance for objectionable content or abusive behavior on BackLocal. By using the Platform you agree not to post content that is harassing, hateful, threatening, obscene, defamatory, or otherwise objectionable, and not to abuse other users. The app and website let you report or flag content you find objectionable and block a business so its content no longer appears to you. We review reports and will act on objectionable content or abusive users — including removing the content and/or ejecting the user — within 24 hours of a report. We also screen submissions with an automated filter and may remove or restrict any content, or suspend any account, that violates these Terms or the law, with or without notice. You may also report content to contact@backlocal.com. BackLocal is a neutral host of third-party content within the meaning of 47 U.S.C. § 230 and is not the author of User Content posted by users.

Article 5: Intellectual Property and DMCA

5.1 Our IP:

The Platform, including its software, design, text, and graphics (excluding User Content), and the BackLocal name and logo (registered trademarks of LocalAndNew, LLC), are owned by LocalAndNew, LLC or its licensors and protected by intellectual-property laws. We grant you a limited, revocable, non-transferable license to use the Platform for its intended purpose. No other rights are granted.

5.2 Copyright Complaints (DMCA):

If you believe content on the Platform infringes your copyright, send a notice under 17 U.S.C. § 512 to our designated copyright agent at legal@backlocal.com (mailing address: Mailing address available on request at legal@backlocal.com) including: (a) your signature; (b) identification of the work; (c) the location of the material; (d) your contact information; (e) a good-faith-belief statement; and (f) a statement, under penalty of perjury, that the notice is accurate and you are authorized to act. We respond to valid notices, provide counter-notice procedures, and terminate repeat infringers in appropriate circumstances.

Article 6: Data Handling and Protection

6.1 Privacy Policy:

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms. We collect only the categories of data described there and do not sell your personal data.

6.2 Third-Party Payment Processors:

For payment processing we use third parties including Stripe and NOWPayments. By transacting, you authorize us to transmit the necessary transaction data to these processors. They are expected to comply with applicable data-protection laws; BackLocal is not responsible for their independent acts or omissions.

6.3 Security Limitations:

While we use reasonable safeguards, no method of transmission or storage is perfectly secure, and we cannot guarantee absolute security against breaches outside our control or caused by third parties.

Article 7: Disclaimers, Limitation of Liability, and Indemnification

7.1 NO WARRANTIES:

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BACKLOCAL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY BUSINESS LISTING OR THIRD-PARTY CONTENT IS ACCURATE.

7.2 LIMITATION OF LIABILITY:

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BACKLOCAL, LOCALANDNEW, LLC, OR THEIR AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, GOODWILL, DATA, OR REVENUE, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO BACKLOCAL IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

7.3 Indemnification:

You agree to indemnify, defend, and hold harmless BackLocal, LLC, LocalAndNew, LLC, and their officers, directors, employees, and agents from any claims, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your User Content, your use of the Platform, or your violation of these Terms or any law or third-party right.

7.4 Exceptions:

Nothing in these Terms excludes or limits liability for gross negligence, willful misconduct, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

Article 8: Modifications to the Terms

8.1 Amendment Rights:

BackLocal may modify these Terms from time to time. When we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice via the Platform or email.

8.2 Acceptance of Revised Terms:

Your continued use of the Platform after the effective date of revised Terms constitutes acceptance. It is your responsibility to review these Terms periodically.

Article 9: User Consent and Acknowledgment

9.1 Affirmative Consent:

At registration you are required to affirmatively acknowledge and accept these Terms and the Privacy Policy (for example, by checking a consent box). By doing so, you agree to be bound by them.

9.2 Continuing Consent:

Continued use of the Platform after registration is ongoing acknowledgment of these Terms and the Privacy Policy.

Article 10: Governing Law and Venue

10.1 Applicable Law:

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs Article 11.

10.2 Venue:

Subject to Article 11, any permitted suit, action, or proceeding will be brought exclusively in the state or federal courts located in Florida, and both parties consent to the exclusive jurisdiction and venue of those courts.

Article 11: Binding Arbitration and Class-Action Waiver

11.1 Informal Resolution First:

Before filing a claim, you agree to try to resolve the dispute informally by emailing legal@backlocal.com with a description of the dispute. The parties will attempt to resolve it for sixty (60) days.

11.2 Binding Arbitration:

If the dispute is not resolved, you and BackLocal agree that any dispute arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by a recognized arbitration provider (such as the American Arbitration Association) under its consumer rules, rather than in court, except that either party may bring an individual claim in small-claims court. The Federal Arbitration Act governs the interpretation and enforcement of this provision.

11.3 CLASS-ACTION WAIVER:

YOU AND BACKLOCAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

11.4 30-Day Opt-Out:

You may opt out of this Article 11 by emailing legal@backlocal.com within thirty (30) days of first accepting these Terms, stating your name and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Article 12: Hosted Online Businesses and Buyer Due Diligence

12.1 Platform Role:

BackLocal operates solely as a directory and communications platform that may list or host local and online businesses. BackLocal is NOT a party to, and does not participate in, broker, guarantee, or insure, any sale, purchase, or other transaction between a user and any business listed or hosted on the Platform.

12.2 Buyer's Responsibility to Perform Due Diligence:

If you purchase goods or services from any online or other business listed or hosted on BackLocal, you do so entirely at your own risk, and it is YOUR responsibility to perform your own due diligence before transacting. BackLocal does not verify, endorse, or vouch for any business, its offerings, its pricing, or its conduct.

12.3 No Reimbursement for Third-Party Transactions:

BackLocal will NOT reimburse, refund, or otherwise compensate any user for any loss arising from a transaction with a business listed or hosted on the Platform — including, without limitation, losses resulting from fraud, scams, misrepresentation, non-delivery, defective goods or services, or a user's failure to perform adequate due diligence. Any dispute arising from such a transaction is solely between the user and the business involved.

Article 13: Suspension, Termination, and Survival

13.1 Termination by You:

You may stop using the Platform and close your account at any time (in the app under Account → Close account, or on the web). Closing your account does not entitle you to a refund except as stated in Article 3.

13.2 Suspension or Termination by Us:

We may suspend, restrict, close, or terminate your account or access — with or without notice — if you violate these Terms or the law, to protect the Platform or other users, or as otherwise permitted in these Terms.

13.3 Inactivity and Non-Renewal:

We may also wind down an account whose subscription has lapsed and is not renewed (including an expired cryptocurrency subscription) or that becomes inactive. We will send advance email notice; if the account is not renewed or reactivated, it may be shut down, and after a grace period during which you can reopen it, the account and its associated personal data may be permanently deleted and cannot be recovered.

13.4 Effect of Termination:

On termination, your right to use the Platform ends and your User Content may be removed. We may retain limited information as required by law or for legitimate business purposes, as described in the Privacy Policy.

13.5 Survival:

The provisions that by their nature should survive termination will survive — including Article 4 (license), Article 5 (intellectual property and DMCA), Section 6.3, Article 7 (disclaimers, limitation of liability, and indemnification), Article 10 (governing law), Article 11 (arbitration and class-action waiver), Article 12, and Article 14, together with any accrued payment obligations.

Article 14: General Provisions

14.1 Entire Agreement:

These Terms, together with the Privacy Policy and any terms incorporated by reference (such as the pricing page), are the entire agreement between you and BackLocal regarding the Platform and supersede any prior agreements on that subject.

14.2 Severability:

If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed, and the remaining provisions will remain in full force and effect. (For the effect of an unenforceable class-action waiver, see Article 11.3.)

14.3 No Waiver:

Our failure to enforce any provision is not a waiver of our right to enforce it later.

14.4 Assignment:

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms, including to an affiliate or in connection with a merger, acquisition, financing, or sale of assets.

14.5 Force Majeure:

We are not liable for any delay or failure to perform caused by events beyond our reasonable control.

14.6 Notices:

We may provide notices through the Platform or to the email address associated with your account, and you consent to receiving notices and other communications electronically.

14.7 Relationship of the Parties:

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and BackLocal.

Article 15: Contact

Questions about these Terms may be sent to legal@backlocal.com or contact@backlocal.com. Mailing address: Mailing address available on request at legal@backlocal.com. We aim to respond within three (3) business days.