THIS ACCEPTABLE USE, LIABILITY & INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into by and between your company listed in your Proposal (as defined below) with ChoiceLocal, LLC (“ChoiceLocal”). (“Client-Partner”) and ChoiceLocal, LLC on the “Effective Date” of your Digital Marketing Proposal and/or Statement of Work (the “Proposal”) with ChoiceLocal. ChoiceLocal and Client-Partner may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Client-Partner has engaged ChoiceLocal to provide it with a proprietary text-messaging and communication platform and related services which are to be used for the creation, development, implementation, dissemination or sending of one or more text-messages, text-messaging campaigns, promotions, offers, surveys, and/or other communication which may be sent or delivered, directly or indirectly, to third-party individuals or entities (the “Services”); and

WHEREAS, ChoiceLocal has agreed to provide the Services to Client-Partner in accordance with, and upon Client-Partner’s assent to, the terms and conditions set forth in this Agreement as well as the Proposal and any other agreement or invoice entered into by Client-Partner relating to the provision of the Services by ChoiceLocal.

NOW, THEREFOR, in consideration for ChoiceLocal’s agreement to provide Client-Partner with the Services along with any other promises and commitments set forth herein, the Parties acknowledge, agree, covenant, represent and warrant as follows:

1. This Agreement shall be in full force and effect as of the Effective Date and shall continue for as long as ChoiceLocal provides the Services to Client-Partner.
2. The terms and conditions of this Agreement are subject to periodic review and update by ChoiceLocal in its sole discretion, which updates shall become effective as of the date posted, published or otherwise indicated by ChoiceLocal. Continued use or access of the Services by Client-Partner following an update or amendment to this Agreement shall constitute Client-Partner’s consent to such update or amendment.
3. Notwithstanding anything in this Agreement or the Proposal to the contrary, ChoiceLocal reserves the right to change the rates for the Services at any time, subject to providing Client-Partner with sixty (60) days’ prior written notice before the effective date of any such change. If there is an increase due to a change in scope or significant third party price increases, ChoiceLocal will work with Client-Partner to evaluate features, costs and expected delivery dates. In the event of any such rate increase, Client-Partner has the right to terminate the affected Services by providing ChoiceLocal with written notice of termination of such Services within thirty (30) days after Client-Partner’s receipt of notice of any such increase.
4. Client-Partner shall obtain informed written consent from the owner and user of each telephone number it provides to ChoiceLocal and/or to which Services are provided.
5. Client-Partner shall not use or access the Services in any unauthorized manner or for any improper purpose and shall, at all times and in all ways, comply with all federal, state, and local laws, regulations, ordinances, or any industry or administrative rules including, but not limited to, the Telephone Consumer Protection Act or similar federal or state laws.
6. The Services shall be provided “as is” and “as available” and Client-Partner’s use or access of the Services shall be at its sole risk having acknowledged and agreed that ChoiceLocal makes no representation or warranty, express or implied, whether arising from statute, custom, course of dealing or trade usage, with respect to the Services and specifically disclaims all express warranties as well as any and all statutory or implied warranties or conditions including, without limitation, warranties of merchantability and/or fitness for a particular purpose.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) CLIENT-PARTNER ACKNOWLEDGES AND AGREES THAT CHOICELOCAL HAS NOT MADE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE EXPECTED BENEFITS, PROFITABILITY OR EFFECTIVENESS OF THE SERVICES; AND (B) CHOICELOCAL HAS NO CONTROL OVER THIRD PARTIES, INCLUDING SEARCH ENGINE RANKING COMPANIES, SOCIAL MEDIA OUTLETS, BRAND REPUTATION OR PUBLIC RELATIONS OUTCOMES AND FULLY DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN BY ANY THIRD PARTIES. CLIENT REMAINS RESPONSIBLE FOR ALL ASPECTS OF LEGAL COMPLIANCE WITH RESPECT TO ITS SITES AND CHOICELOCAL ACCEPTS NO RESPONSIBILITY FOR ANY FAILURE OF A SITE TO MEET ANY LEGAL REQUIREMENT. Furthermore, ChoiceLocal makes no promises, express or implied, that the Services shall not constitute an “automatic telephone dialing system” or similar system if challenged under the Federal Telephone Consumer Protection Act or similar federal or state laws and/or that data will not be lost or corrupted by Client-Partner’s use or access of the Services.
7. Client-Partner agrees that the Services do not include integrations, or custom development work, unless specifically stated in the Proposal. ChoiceLocal will make a good faith effort to integrate the Services with technologies and software used by the Client-Partner, but cannot guarantee that these solutions will be included, or that they can be supported as part of the Proposal.
8. Client-Partner is responsible for maintaining and securing access to key third-party profiles related to their business; including but not limited to, Google Ads, Google My Business, Google Analytics, Facebook, Bing Ads, Website Hosting, DNS, etc. ChoiceLocal will make a good faith effort to work with the Client-Partner to secure access to pre-existing accounts for third-party web properties. Should the Client-Partner not have access already, it may not be possible for ChoiceLocal to help the partner secure such access. ChoiceLocal will also work in good faith to solve any restrictions, account blocks, bans (for financial, platform policy, or other reasons), and various other issues that may arise between the third-party account and the Client-Partner; but no guarantees are expressed or implied in our ability to resolve these issues on a specific timeline. Access, or account suspension issues may cause a delay in the timeline of deploying marketing services.
9. The Services may involve the use of third-party cookies, pixel tags, web beacons, technologies, and other relevant tags and data sources (collectively, “Tags”) to collect and use industry standard user information (which may include IP addresses and other device identifiers) gathered with respect to one or more of Client-Partner’s owned and/or operated or affiliated websites (collectively, the “Sites”). Because Client-Partner is responsible for privacy policies on the Sites, in providing the Services involving Tags, ChoiceLocal relies on Client-Partner to ensure that data collection through Tags and data usage complies with all applicable laws, rules, and regulations, including but not limited to applicable data/privacy laws, policies, self-regulatory principles, guidelines, rules, and codes of conduct to which third parties providing services, platforms, and data as part of the Services are bound, the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Connecticut Data Privacy Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, Nevada’s SB-220, the Iowa Data Privacy Law, the Indiana Data Privacy Law, the Tennessee Information Protection Act, the Texas Data Privacy and Security Act, Florida’s Digital Bill of Rights, the Montana Consumer Data Privacy Act, the Oregon Consumer Privacy Act, the Delaware Personal Data Privacy Act, the European Union’s General Data Protection Regulation, or any other data privacy law imposing restrictions on the use, storage, disclosure, or collection of information, the Health Insurance Portability and Accountability Act, the Gramm-Leach Bliley Act, the Children’s Online Privacy Protection Act, the Video Privacy Protection Act, the Telephone Consumer Protection Act, and similar state and federal laws including, without limitation, provisions of the foregoing dealing with SMS/MMS mobile message marketing (collectively, “Privacy Laws”). Client-Partner represents, warrants, and covenants that, with respect to each website, mobile app, or other digital property owned, operated, and/or controlled by Client-Partner, Client-Partner does, and throughout the term of this Agreement will: (i) prominently display and comply with a privacy policy that (A) fully, accurately, and clearly discloses that third parties use or may use cookies or other code or technology to collect user information on the Sites, and ads or other content may be served on third party sites based on user information collected on the Sites; (B) conspicuously enables or links to a page that enables the user to opt out of having data used for online behavioral advertising; and (C) otherwise complies with all Privacy Laws. Furthermore, where required by Privacy Laws, Client-Partner will deploy appropriate notices and functionality to obtain all authorizations and consents prior to the placing and using of Tags on the Sites, and Client-Partner shall provide and/or cooperate with ChoiceLocal to provide any required opt-in or opt-out mechanisms consistent with Privacy Laws for the purpose of providing users of the Sites with information and choices. Client-Partner further represents, warrants, and covenants that it will not use the Tags on Sites that could lead to the collection through the Tags of sensitive information, including information that reveals the health, race or ethnicity, political affiliation, religion, or sexual orientation of Site users, or information that is regulated under applicable Privacy Laws. Client-Partner hereby authorizes ChoiceLocal to access and use all data, content and/or information of Client-Partner’s clients (collectively, “Client Data”) for the purpose of providing the Services. Client-Partner represents and warrants that the Services, and access, use, and sharing by ChoiceLocal, is permitted by law and conforms to Client-Partner’s own contractual obligations and privacy notices. ChoiceLocal will use commercially reasonable efforts to maintain the confidentiality of Client Data accessed by ChoiceLocal. However, notwithstanding any other provisions in this Agreement, ChoiceLocal may share user information collected through the Tags for purposes of online behavioral advertising.
10. Data Ownership and Rights: ChoiceLocal shall retain ownership of and maintain perpetual access to all data, research, and findings generated by ChoiceLocal in the course of providing the Services (collectively, “ChoiceLocal Data”). ChoiceLocal reserves the right to use ChoiceLocal Data at its sole discretion, including after the termination of this Agreement or the partnership with Client-Partner, and shall not be obligated to provide Client-Partner with ChoiceLocal Data, including research or findings, upon the end of the partnership. Client-Partner shall retain ownership of and remain solely responsible for maintaining all data that Client-Partner currently houses or provides to ChoiceLocal as part of the Services (i.e., Client Data), subject to the permissions granted to ChoiceLocal herein for the provision of the Services.
11. Client-Partner represents and warrants to ChoiceLocal that it owns, licenses, or otherwise has all rights to the Client Data submitted or made available by Client-Partner to ChoiceLocal necessary for it to provide the Services (including, but not limited to, all text, data, still pictures, illustrations, graphics, designs, other visual and/or audio materials, trade names, trademarks, service marks and metadata, and including all data, content, information, items or materials provided or made available to ChoiceLocal). Client-Partner further represents, warrants and agrees that the Client Data (i) contains no defamatory, libelous, disparaging, illegal or fraudulent material, and (ii) does not violate or infringe any right of privacy or publicity, or any intellectual property, proprietary or other rights of any third persons.
12. CLIENT-PARTNER REPRESENTS AND WARRANTS TO CHOICELOCAL THAT CLIENT DATA, ACCESS PROVIDED TO CLIENT DATA, AND USE OF CLIENT DATA IN CONNECTION WITH THE SERVICES, COMPLIES WITH ALL LAWS INCLUDING, BUT NOT LIMITED TO THE, PRIVACY LAWS AND SHALL NOT GIVE RISE TO A CLAIM BY A THIRD PARTY OR GOVERNMENTAL REGULATORY AUTHORITY FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FRAUD, MISREPRESENTATION, DEFAMATION, TRADE DISPARAGEMENT, PRIVACY VIOLATIONS, VIOLATION OF ANY LAW, RULE, OR REGULATION, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. Client-Partner agrees to protect, defend, hold harmless, and indemnify (collectively “Indemnify” and “Indemnification”) ChoiceLocal, its parents or subsidiaries, and its and their respective successors, assigns, owners, members, shareholders, directors, officers, employees, agents, attorneys, affiliates, and representatives (collectively, “Indemnified Parties”), from and against all claims, demands, actions, suits, damages, liabilities, fines, losses, settlements, judgments, costs, and expenses of or by a third party or imposed by a governmental agency, including but not limited to reasonable attorneys’ fees and costs (collectively, “Claims”), actually or allegedly, directly or indirectly, arising out of or related to any breach or alleged breach of any and all applicable Privacy Laws or Client-Partner’s use of Client Data or ChoiceLocal Data. Client-Partner also agrees to Indemnify the Indemnified Parties against (1) any breach of any representation or warranty of Client-Partner contained in any agreement that may constitute a breach of Privacy Laws; (2) any breach or violation of any covenant or other obligation or duty of Client-Partner under any agreement between the parties or under applicable law, including but not limited to the Privacy Laws; and (3) any third party Claims which arise out of, relate to or result from any act or omission of Client-Partner which results in an actual or alleged breach of the Privacy Laws. Client-Partner agrees to Indemnify the Indemnified Parties in each case whether or not caused in whole or in part by the negligence of ChoiceLocal, or any other Indemnified Party, and whether or not the relevant Claim has merit.
13. Unless specifically agreed in writing between, Client-Partner hereby acknowledges and agrees that ChoiceLocal does not produce, and is not responsible for the production of, Americans with Disabilities Act (“ADA”) compliant websites or other deliverables in any way and has made no representations or warranties (and specifically disclaims any representations and warranties) that any websites, webpages, or other deliverables will be ADA compliant. ADA compliance rests solely with Client-Partner and Client-Partner agrees to indemnify, defend and hold ChoiceLocal harmless against any liabilities, costs and expenses arising from the allegation of any non-compliance claims. ADA services may be separately and specifically contracted from ChoiceLocal, which includes third-party software for features intended to assist individuals with disabilities that help achieve compliance; provided, however, this software is not warranted in any manner by ChoiceLocal and it does not guarantee compliance with ADA.
14. Client-Partner authorizes ChoiceLocal, as well as any of its subsidiaries, affiliates, or third-parties with whom ChoiceLocal contracts or engages, to act as a limited agent for Client-Partner in order to provide the Services.
15. To the maximum extent permissible under applicable law, ChoiceLocal shall not be liable for any act or omission whatsoever relating, in any way, to its provision of, or Client-Partner’s use or access of, the Services including, without limitation, the sending of any text message by or on behalf of Client-Partner or any marketing or development services provided by ChoiceLocal. In the event ChoiceLocal is found liable for any act or omission relating to ChoiceLocal’s provision of the services, then ChoiceLocal’s aggregate liability shall be limited to the lessor of $25,000 or the actual amount of fees paid to ChoiceLocal by Client-Partner in exchange for the Services during the previous six (6) months prior to the date on which any claim or cause of action giving rise to such liability first accrued, whichever is lesser.  IN NO EVENT SHALL CHOICELOCAL BE LIABLE TO CLIENT-PARTNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CHOICELOCAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
16. Client-Partners’ Treatment of ChoiceLocal Employees and Alignment with Core Values: At ChoiceLocal, our mission is grounded in a simple yet powerful principle – to Help Others. We are dedicated to supporting our Client-Partners in their business journey. Central to our mission are our Core Values: Integrity in All Things, Amazing Customer Services, Candor with Goodwill, Everyone is a Leader, Family, and Giving. We hold our team to the highest standards of alignment with these values, and we extend the same expectation to the Client-Partner.  In line with this commitment, when engaged in business activities related to ChoiceLocal, ChoiceLocal expects the Client-Partner to treat ChoiceLocal team members, also known as ChoiceLocal employees, with the utmost respect and consideration, as if they were their own employees. This includes, without limitation, interactions, communications, and collaborations, equal treatment, professional conduct, and a discrimination-free environment.  Moreover, we emphasize the alignment with our Core Values. Alongside respectful treatment, the Client-Partner is expected to embody the principles of Integrity, Customer Service, Candor with Goodwill, Leadership, Family, and Giving in all interactions. These values are not just ideals but are integral to ChoiceLocal’s mission of Helping Others and all ChoiceLocal client-partners are obligated to interact with ChoiceLocal and its employees in this manner. Non-compliance with these expectations, by the Client-Partner, including, without limitation, failure to uphold ChoiceLocal Core Values, may result in corrective actions, such as discontinuing direct communication with the Client-Partner, franchisor, franchisee, or even the termination of the Client-Partner. ChoiceLocal reserves the right to cancel a relationship with a franchisee Client-Partner, in ChoiceLocal’s sole and absolute discretion, with as little as 24-hours written notice to a franchisee Client-Partner in the event of egregious violations of Partners’ Treatment of ChoiceLocal Team Members (employees). Egregious violations of Client-Partners’ Treatment of ChoiceLocal Team Members (employees) are defined in the sole and absolute discretion of ChoiceLocal. In the event that ChoiceLocal chooses to continue to provide digital marketing services, we reserve the right to direct communication via our home office point of contact(s).   We reserve the right to take appropriate actions to ensure a harmonious and values-aligned working environment.
17. Client-Partner gives complete and total permission to ChoiceLocal place a link or multiple links on their website to ChoiceLocal.com and web pages within ChoiceLocal.com.  Links to ChoiceLocal.com and its interior pages will be placed in a manner that is on an interior page of Client-Partner website and / or in or near the bottom of the Client-Partner website footer.  These links can be on the Client-Partner website while Client-Partner is in a contractual relationship with ChoiceLocal.com as well as after but Client-Partner and ChoiceLocal have the option to remove the link at the ending of a contractual relationship.
18. Client-Partner shall indemnify, defend, and hold harmless ChoiceLocal, and its owners, members, directors, officers, employees, agents, representatives, insurers, successors and assigns from and against any and all liability, damages, or claims including, without limitation, any direct, indirect, special, liquidated, punitive, consequential, or incidental damages, cost, or fees (including attorney’s fees), however caused, and whether based upon contract, tort, or any other legal or equitable theory of recovery arising out of or relating in any way to any claim, suit, action, or other legal or administrative proceeding brought in connection with the provision of the Services including, without limitation, (i) the sending of any text message by or on behalf of Client-Partner, (ii) the sending of any email by or on behalf of Client-Partner, (iii) non-compliance with ADA or WCAG of the Client-Partner’s web-site, (iv) non-compliance of the Client-Partner with Anti-SPAM, privacy, tracking, or cookie legislation, (v) non-compliance with HIPAA, PCI, or data storage standards or legislation, (vi) data or security breach, (vii) non-compliance with any Privacy Law,  and/or (viii) any other liability, damages, or claims related to the Services or any other services that may  be provided to Client-Partner by ChoiceLocal. Furthermore, in the event that any claim or action is brought against ChoiceLocal, it shall have the right to select its own attorney, representation and/or counsel, which shall be paid for by Client-Partner.
19. Client-Partner call tracking minutes are tracked and calculated by rounding each call up to the nearest minute and then summing the minutes.
20. In the event that an ACH (Automated Clearing House) transaction is returned, canceled, or otherwise not successfully processed due to insufficient funds, incorrect account information, or any other reason, the partner shall incur a fee up to a maximum of $34. This fee is intended to cover administrative and processing costs associated with the failed transaction.
21. Client-Partner represents and warrants that it has all necessary right, power, and authority to enter into the Agreement and to perform the obligations and duties as set forth herein. Client-Partner also represents and warrants that its execution and delivery of this Agreement or its performance hereunder does not and will not conflict with, violate, or result in a breach of any other agreement, judgment, order, stipulation, or decree by which Client-Partner is bound.
22. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Ohio, without regard to choice of law. Furthermore, any claim, suit, dispute, or other legal proceeding arising under this Agreement and/or between ChoiceLocal and Client-Partner shall be brought exclusively before a state or federal court of competent jurisdiction located in Cleveland, Ohio, and ChoiceLocal and Client-Partner hereby expressly and irrevocably submit to the jurisdiction thereof for the resolution of all such claims, suits, disputes, or proceedings and agree that venue is proper exclusively in those courts.
23. Client-Partner voluntarily, knowingly, irrevocably and unconditionally waives any right it might have to trial by jury of any and all claims, demands, costs, expenses and causes of action, of any kind or description whatsoever, on account of or arising out of this Agreement. Without limiting the scope of this waiver, Client-Partner agree that any action to enforce or defend any right under this Agreement, under any federal or state law and/or regulations shall be decided by a court of competent jurisdiction, as set forth in this Agreement, without a jury, unless ChoiceLocal elects to exercise its right to a trial by jury, which Client-Partner agrees it may do in its sole discretion.
24. ChoiceLocal shall not be liable or responsible to Client-Partner, nor be deemed to have defaulted or breached this Agreement or the Proposal, for any failure or delay in fulfilling or performing any term of this Agreement or the Proposal when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of ChoiceLocal including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.
25. During the term of this Agreement and for a period of twelve (12) months thereafter, Client-Partner shall not, directly or indirectly, in any manner solicit or induce for employment any person who was or is employed by ChoiceLocal who performed any work in connection with this Agreement, the Proposal, or any statement of work. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this Section, and the hiring of any employee or independent contractor who freely responds thereto shall not be a breach of this Section.If Client-Partner breaches this Section, then Client-Partner shall, on demand, pay to ChoiceLocal a sum equal to one year’s basic salary or the annual fee that was payable by ChoiceLocal to that employee, worker, or independent contractor, plus the recruitment costs incurred by ChoiceLocal in replacing such person.
26. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
27. In the event that one or more of the provisions of this Agreement are deemed to be illegal or unenforceable, the remainder of this Agreement and each remaining provision of this Agreement shall continue to be valid and effective and shall be enforceable to the fullest extent permitted by law.
28. The Agreement shall be construed as if all Parties jointly prepared it, and any uncertainty or ambiguity in this Agreement shall not be interpreted against any one Party as the primary drafter of the Agreement. The Parties acknowledge that this Agreement is executed voluntarily by each of them without any duress or undue influence on the part of, or on behalf of, any of them.
29. Each Party acknowledges that in order to perform the Services, the Parties may provide to each other or a Party may be exposed to certain confidential information of the other Party, including but not limited to, the identity of customers, clients, business plans, and marketing strategies, and any other information identified by a Party as confidential, or information that a reasonable person would understand to be confidential under the circumstances. Each Party will take all reasonable steps necessary to protect the other Party’s confidential information disclosed to it from improper disclosure. Each Party will keep all such information confidential and shall not reveal, share or provide any such confidential information to or with a third party without the prior, express written consent of the other Party. The obligations of this provision shall not apply to information which (i) is in the receiving Party’s possession before receipt from the disclosing Party; (ii) is or becomes a matter of public knowledge through no fault of the receiving Party; (iii) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (iv) is independently developed by the receiving Party; or (v) is disclosed by the receiving Party under operation of law, provided the receiving Party gives the disclosing Party prompt written notice of the requirement to disclose and the opportunity to contest such disclosure.
30. Unless Client-Partner expressly declines (opts out), Client-Partner hereby grants to ChoiceLocal a worldwide, nonexclusive, non-transferable, fully-paid license to display Client-Partner’s name, trademarks, and logos for the sole purpose of identifying Client-Partner as a customer and promoting ChoiceLocal’s services.

Each Party to this Agreement acknowledges and represents that it has read the foregoing Agreement, fully understands it, has been advised with respect thereto, and that the individual signing the Agreement on behalf of the Party has full power, capacity and authority to execute the Agreement and bind that Party hereto.

This Agreement is a binding contract and becomes effective as of on the date the Proposal is signed or payment to ChoiceLocal is made. It contains important information regarding Client-Partner’s legal rights and obligations to use the Services. PLEASE REVIEW THIS AGREEMENT CAREFULLY. Client-Partner is responsible for ensuring that its use of the Services complies with the terms, conditions, and policies set forth in, or otherwise incorporated into, or referenced in, this Agreement. IF CLIENT-PARTNER FAILS TO COMPLY WITH THIS AGREEMENT, CHOICELOCAL HAS THE RIGHT TO TERMINATE ANY OR ALL OF THE SERVICES PROVIDED TO CLIENT-PARTNER (AS WELL AS THE AGREEMENT, THE PROPOSAL AND/OR ANY OR ALL OF THE SERVICES). If ChoiceLocal takes this action, it may do so immediately and without prior notice to Client-Partner.