The following Terms of Service (the “Agreement”) are entered into by and between Zampi (“Zampi Inc.”) and the person or entity on whose behalf the Services (as defined below) are used or accessed (the “Subscriber”) governing our platform services, including our programs, features, account portals, and technical support (the “Services”). For clarification, Subscriber includes both those who do and who do not pay for Services. If you do not agree to this Agreement, you are prohibited from using or accessing our Services. We may modify these terms at any time by posting the revised terms to our website. Your continued use of our Service means that you have accepted the changed terms.
Local Business Pro may at any time, without notice to Subscribers, revise this Agreement and any other information contained in this website by updating this posting. Local Business Pro may also make improvements or changes in Services at any time without notice.
Site Usage
Unauthorized reproduction, distribution, transmission, or modification of this website and its contents (referred to as the “Site”) is strictly prohibited without the explicit prior written consent of Local Business Pro. Subscriber is granted a non-exclusive, non-transferable, and limited permission by Local Business Pro to access and display the web pages within the Site. This permission is subject to the condition that the Subscriber refrains from altering the displayed content, preserves all copyright, trademark, and proprietary notices, and accepts any terms, conditions, and notices accompanying the content or stated elsewhere on this Site. Any software or materials available for download from this Site, accompanied by their own license terms, conditions, and notices, are subject to governance by such terms.
Termination of Rights
Failure by the Subscriber to adhere to this Agreement will lead to automatic termination of all granted rights, without prior notice. In such a case, the Subscriber is obligated to promptly eliminate all copies of downloaded materials under their possession or control. Beyond the limited permission outlined above, Local Business Pro does not confer upon the Subscriber any express or implied rights or licenses pertaining to patents, trademarks, copyrights, or other proprietary or intellectual property rights. It is expressly prohibited for the Subscriber to replicate any content from this Site on another website or in any other media.
Certain Disclaimers
Iinformation on this website is not guaranteed to be correct, current, or complete, and this Site may contain technical inaccuracies or typographical errors. Local Business Pro assumes no responsibility (and expressly disclaims responsibility) for updating this Site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, Subscriber should confirm the accuracy and completeness of all posted information before making any decision related to any Services.
Subscriber Data
By using the Services, Subscriber grants Local Business Pro a non-exclusive, royalty-free, perpetual, worldwide, irrevocable, transferrable, and sublicensable license. This license empowers Local Business Pro to utilize, copy, perform, reproduce, display, distribute, create derivative works, and incorporate into other works all data owned by Subscriber and provided by Subscriber or made available to Local Business Pro in connection with the Services (“Subscriber Data”). This grant of license is specifically for fulfilling Local Business Pro’s obligations under this Agreement, encompassing activities such as research, development, usage monitoring, and other routine business functions.
Subscriber acknowledges that Local Business Pro may gather specific usage, technical, and statistical data related to Subscriber’s use of the Services. It is explicitly recognized that such usage, technical, and statistical data exclusively belongs to Local Business Pro and does not fall under the category of Subscriber Data. Local Business Pro holds the right to utilize and disclose this data without any restrictions.
Confidentiality
During the performance of the Services, each party may disclose (the “Disclosing Party”) or receive (the “Receiving Party”) information of a confidential nature that is of value to the Disclosing Party, whether written or oral, that is
(a) marked as “confidential,” or with a similar designation;
(b) identified by the Disclosing Party as confidential and/or proprietary before, during, or promptly after presentation or communication; or
(c) disclosed to (or otherwise acquired by) Receiving Party in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances or from the nature of the information or data disclosed, that the information or materials should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”).
Disclosure and Use
Unless otherwise specified below or with the explicit written consent of the Disclosing Party, the Receiving Party is bound by the following obligations:
(a) The Receiving Party shall limit the disclosure of the Disclosing Party’s Confidential Information to a need-to-know basis, extending only to its directors, officers, members, managers, employees, affiliates, attorneys, and contractors. Such disclosure is permissible solely for the purpose of performing or exercising the Receiving Party’s rights and obligations under this Agreement.
(b) The use of Confidential Information by the Receiving Party is restricted to fulfilling its obligations or exercising its rights under this Agreement, except as otherwise provided herein.
(c) Copies of Confidential Information shall not be made, except as reasonably necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement.
(d) The Receiving Party is prohibited from removing or exporting any Confidential Information in violation of applicable law. The Receiving Party, along with its directors, employees, attorneys, affiliates, and contractors, must treat the Confidential Information of the Disclosing Party with a level of care and protection at least equivalent to that applied to its own Confidential Information of a similar nature, but in no event less than reasonable care.
The obligations outlined above do not apply in the following circumstances:
(a) Information already known to the Receiving Party without an obligation of confidence.
(b) Information independently developed by or for the Receiving Party without the use of or access to the Disclosing Party’s Confidential Information and without breaching this Agreement.
(c) Information acquired by the Receiving Party from a third party not under an obligation of confidence.
(d) Information that is or becomes publicly available through no breach of this Agreement.
Permissible Disclosures
The Receiving Party may disclose Confidential Information if required by applicable law or legal process, as a result of legal compulsion or in defense against a claim. Such disclosure may also occur in response to a request by a governmental authority or in connection with a proceeding before a court, adversary proceeding, administrative proceeding, or governmental/regulatory proceeding. However, such disclosure must adhere to the following conditions:
(i) The Receiving Party only discloses the portion of Confidential Information reasonably required.
(ii) Unless prohibited by law, the Receiving Party provides reasonable notice to the Disclosing Party in advance of the disclosure so that the Disclosing Party may seek confidential treatment for the Confidential Information, a protective order or other appropriate remedy, relief or reliable assurances that confidential treatment will be afforded the information so disclosed at the sole cost and expense of the Disclosing Party or consent in writing to having the Confidential Information so produced or so disclosed (which consent will extend solely to the disclosure and production in question).
Return and Remedies
Upon the request of the Disclosing Party, or upon termination of this Agreement, Receiving Party will promptly return (or, with written permission from the Disclosing Party, destroy) all copies of any Confidential Information in its possession or control and, upon request, will acknowledge to the Disclosing Party in writing that such delivery or destruction has been fully effected. The Receiving Party acknowledges that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party will have the right to obtain an immediate injunction enjoining any breach of the Disclosing Party’s confidentiality obligations, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
Indemnification
Subscriber will defend (at Local Business Pro’s option), indemnify, and hold Local Business Pro and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents (collectively, “Local Business Pro Indemnitees”) harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or related to
(i) any breach or alleged breach of this Agreement, including the representations and warranties contained herein, by Subscriber,
(ii) Subscriber’s negligence or misconduct, or
(iii) Subscriber’s use of the Services or information obtained therefrom (including without limitation Subscriber transmitting or receiving communications through the Service).
If Local Business Pro elects for Subscriber to provide defense, Subscriber will
(i) obtain legal counsel reasonably acceptable to Local Business Pro;
(ii) permit Local Business Pro to participate in the defense using separate counsel at Local Business ProI’s cost; and
(iii) not settle any action without the prior written consent of Local Business Pro (which may not be unreasonably withheld). The foregoing indemnification obligations represent the sole indemnification protections intended and the Parties waive all right to any other indemnification protections provided by common law, statute, or otherwise.
Warranty Disclaimer
The utilization of this Site and its Services is entirely at the Subscriber’s sole risk. All materials, information, content, products, software, programs, and services are provided on an “as is” basis, devoid of any warranties or guarantees. Local Business Pro explicitly disclaims, to the fullest extent permitted by law, all express, implied, statutory, and other warranties, guarantees, or representations. These include, but are not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights. Local Business Pro makes no warranty or guarantee regarding the uninterrupted, timely, secure, or error-free nature of the Site.
The Subscriber comprehends and agrees that any download or acquisition of materials, information, content, products, software, programs, or services from this Site is undertaken at their own discretion and risk. In such cases, the Subscriber assumes sole responsibility for any resulting damages, including but not limited to the loss of data or damage to their computer system.
It is acknowledged that certain jurisdictions may not permit the exclusion of warranties. In such instances, the aforementioned exclusions may not be applicable to the Subscriber.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL LOCAL BUSINESS PRO OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, SUBSIDIARIES, OR AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF LOCAL BUSINESS PRO HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Adherence to Legal Standards
Communication Services Acknowledgement
Subscriber commits to utilizing the Services in strict accordance with relevant federal, state, and local laws, as well as industry standards and regulations.
The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. If the Subscriber uses these features, they agree to be exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, and all associated regulations, along with adherence to other pertinent teleservices laws, regulations, and privacy/data security laws. The Subscriber represents and warrants that they understand and will comply with those laws. Local Business Pro is not responsible for the Subscriber’s compliance with laws and does not represent that their use of the Platform will comply with any laws.
Subscriber acknowledges their control of the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by them and/or their customers, whether generated by them or sent automatically via the Platform at their direction.
In consideration of the above, the Subscriber agrees to indemnify, defend, and hold harmless Local Business Pro, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees) arising out of or related to the Subscriber’s use of the Services, including but not limited to any violation of applicable laws or regulations, infringement of third-party rights, or any breach of the Terms of Service. This indemnification extends to any and all communications transmitted through the platform by the Subscriber. The Subscriber acknowledges and accepts sole liability for the consequences of their actions in violation of applicable laws and regulations.
Recording Acknowledgment
It is expressly acknowledged that all calls conducted on the platform are recorded. In addition to this recognition, the Subscriber commits to maintaining compliance with state recording laws. This includes a full acknowledgment of their responsibility for strict adherence to these regulations throughout their use of the Services.
It is the responsibility of each Subscriber to ensure compliance with the applicable legal requirements related to two-party consent or any other relevant regulations pertaining to recording conversations within their jurisdiction. Local Business Pro assumes no liability for any Subscriber’s failure to comply with such laws, and any consequences arising from non-compliance shall be the sole responsibility of the Subscriber.
In acknowledgment of the foregoing, the Subscriber agrees to indemnify, defend, and hold Local Business Pro, its officers, directors, employees, and agents harmless from any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees) arising from or connected to the Subscriber’s utilization of the conversation recording services. This includes, without limitation, any breaches of applicable laws or regulations, infringement of third-party rights, or violations of the Terms of Service.
Intellectual Property
The Platform and Platform Content are the property of Local Business Pro or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. The content provided on the platform is protected by trademark and other intellectual property laws, with the exception of the circumstances outlined below. Local Business Pro extends a personal, royalty-free, non-assignable, revocable, and non-exclusive license to its Subscribers. This license permits Subscribers to access and utilize the Platform Content solely during their use of the Platform. Any unauthorized use, including reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without the prior permission of Local Business Pro, is strictly prohibited.
Prohibited Platform Usage
The following actions are deemed as Prohibited Uses of the Platform. Engaging in any of these actions constitutes a substantial violation of this Agreement, empowering Local Business Pro to promptly suspend or terminate your Platform Account, as stipulated in these Terms:
- Utilizing the Platform in a manner that contravenes any applicable law or regulation.
- Exploiting, causing harm, or attempting to exploit or harm any individual through the Platform.
- Transmitting, receiving, uploading, downloading, using, or re-using any material on the Platform that does not align with these Terms.
- Employing the Platform for the transmission or procurement of unlawful advertising or promotional material, such as “junk mail,” “chain letter,” “spam,” or any similar solicitation.
- Impersonating or attempting to impersonate Local Business Pro, a Local Business Pro employee, another user, or any other person or entity, including the use of email addresses associated with any of the aforementioned.
- Engaging in any conduct that hampers or inhibits the use or enjoyment of the Platform by others.
- Participating in any conduct, as determined by Local Business Pro, that may harm Platform users, Local Business Pro, or expose either party to liability.
- Employing the Platform in a manner that could disable, overburden, damage, or impair its functionality or interfere with other parties’ use, including their ability to engage in real-time activities through the Platform.
- Employing any manual process to monitor or copy material on the Platform or for any other unauthorized purpose without Local Business Pro’s prior written consent.
- Using any device, software, or routine that disrupts the proper working of the Platform.
- Introducing viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material.
- Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which it is stored, or any server, computer, or database connected to the Platform.
- Attacking the Platform through a denial-of-service attack or a distributed denial-of-service attack.
- Any other attempt to interfere with the proper functioning of the Platform.
Third Party Content + Sites
The Service may contain or may interact with or otherwise be associated with third party platforms, services, plug-ins, applications, ads, tools and/or other content, and/or links to third-party websites or other services that are not owned, controlled or operated by Local Business Pro (collectively, “Third Party Services”), including services operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Local Business Pro. Local Business Pro may also host our content, apps and tools on Third Party Services. Local Business Pro is not responsible for the content of any Third Party Services. Subscriber’s use of a Third Party Service linked from the Service is at Subscriber’s own risk and will be governed by such third party’s terms and policies.
References on the Service to any names, marks, products, or services of third parties, or links to Third Party Services or information are not an endorsement, sponsorship, or recommendation of the third party, its information, products, or services. Local Business Pro is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third Party Services. Some Third Party Services may impose fees for access to their resources through our Service and/or your account and you are responsible for all such fees.
Local Business Pro will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third Party Services.
Terms of Payment
To access the platform, prompt payment of all applicable fees is required. Fees are subject to periodic changes, and all fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform (“Communication Surcharges”). It is the responsibility of the Subscriber to settle all Communications Surcharges linked to their platform usage, which will be itemized separately on their invoice. All fees and Communication Surcharges are nonrefundable. Subscription fees will be billed in advance, and charges will be processed using the credit card on file. Subscriber commits to supplying accurate and complete billing information, including name, address, credit card details, and phone number, and to promptly inform us of any changes within 10 days.
Subscriber bears full responsibility for all pass-through Fees and associated expenses, such as refunds and chargebacks, related to their customers or third parties. Local Business Pro does not mediate issues or disputes arising between Subscribers and their customers concerning pass-through Fees.
With the exception of certain circumstances, Local Business Pro’s assessed fees are non-refundable. The Subscriber is accountable for any additional fees resulting from errors or omissions made by them or a third party. Local Business Pro does not reimburse fees for errors, omissions, or partially used or unused platform or service subscriptions. If subscribed but not utilized, Subscriber remains liable for all fees during the subscription term. Local Business Pro retains the discretion to issue or deny refunds or credits as it deems fit, at any time, and for any reason, unless otherwise mandated by law.
Cancellation and Responsibility
The Subscriber is solely responsible for canceling associated services, and they will be charged fees until the cancellation is effective. No refunds will be granted for failure to properly terminate services linked to their account.
Dispute Resolution
Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or any breach, termination or validity thereof (a “Dispute”) shall be solely and exclusively resolved by arbitration. The demand for arbitration shall be made within a reasonable time after the Dispute has arisen, but in no event shall it be made more than one year from when the aggrieved party knew or should have known of the controversy, claim, or facts forming the basis of the Dispute. The arbitration shall be initiated and conducted according to American Arbitration Association rules and procedures for commercial arbitration, including provisions for the resolution of consumer disputes, if applicable (the “Arbitration Rules”).
The arbitration shall be conducted in Salt Lake County, Utah before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Either party may bring a Dispute in small claims court in Salt Lake County, Utah to the extent permitted by the Arbitration Rules. If the amount in controversy is less than $10,000, the parties agree that the Dispute will be decided on the basis of written submissions without a hearing. The decision of the arbitrator will be final without option to appeal. To the fullest extent permitted by law, the arbitrator shall not have the power to award punitive, special, consequential, or indirect damages against any party. Arbitration costs and fees shall be divided in accordance with the Arbitration Rules. Each party shall be responsible for paying its own attorneys’ fees, costs, and expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. No disputes may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
BY AGREEING TO THIS AGREEMENT AND USING THE SERVICES, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE; AND WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS CLAIM OR DISPUTE IN A COURT OF LAW OR BEFORE A JURY. Judgment on the award rendered by the arbitrator(s), if any, may be entered for enforcement purposes in any court having jurisdiction thereof.
Governing Law
This Agreement is governed according to the laws of the State of Utah, without regard to its conflicts of law principles. Subject to the dispute resolution process described above, all claims, disputes, and suits must be brought exclusively in the state or federal courts located in Salt Lake County, UT, and the parties agree to the jurisdiction thereof.
Export Laws and International Privacy
Subscriber agrees to fully comply with all U.S. and other applicable export laws and regulations. Subscriber is not permitted to use the Services in connection with the processing of personal data of an EU, EEA, UK, or Swiss data subject or of any person located outside the United States of America.
Severability and Survivability
If a court of competent jurisdiction holds any provision of this Agreement to be contrary to law or public policy or otherwise unenforceable, the remaining provisions shall remain in full force and effect; and the invalid provision shall remain in force as reformed by the court. Portions of this Agreement which by their nature would survive termination thereof (e.g., disclaimer of warranties, limitation of liability, indemnification) shall be deemed to survive.
Waiver Clause
Any term or provision of this Agreement cannot be considered waived, and no breach can be consented to or excused unless the waiver, consent, or excuse is explicitly documented in writing and signed by the party asserting the waiver, consent, or excuse. In the event that either party grants consent, waives, or excuses a breach by the other party, it should be understood that such action does not extend to, waive, or excuse any other distinct or subsequent breach, regardless of whether it is of a similar nature as the original breach.
Copyright: Digital Millennium Copyright Act
If you believe that your copyrights have been infringed, or that your intellectual property rights have been otherwise violated by a third party’s use of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to email (Subject line: “DMCA Takedown Request”).
Additional Terms
Each party affirms and guarantees to the other party that it possesses the legal authority to enter into this Agreement. The undersigned party asserts the authority to bind the respective entity, ensuring that this Agreement will constitute a legally recognized, valid, and binding commitment for each party, adhering to the stipulated terms. In the event that either party, with the exception of Subscriber’s fee payments, becomes wholly or partially unable to fulfill its obligations due to a force majeure event (such as an act of God, strike, industrial disturbance, fire, storm, flood, epidemic/pandemic, utility failure, governmental restraint, war, or similar occurrences), the obligations under this Agreement will be temporarily suspended during the force majeure event. Subscriber acknowledges that any uncertainties in this Agreement will not be construed against Local Business Pro through the attribution of drafting. Local Business Pro retains the right to transfer any of its rights or obligations to others at any time without providing notice to the Subscriber. However, Subscriber may not assign any of its rights or obligations to others without obtaining the prior written consent of Local Business Pro.
