Terms & Conditions For U.S. Customers
Last Updated Date: 6 February 2023
PLEASE READ THESE TERMS & CONDITIONS (“TERMS”) CAREFULLY. THESE TERMS ARE MADE A PART OF THAT CERTAIN GLOBAL MOBILITY SERVICE AGREEMENT ENTERED INTO BETWEEN YOU AND [LOCALYZE US LLC] (“LOCALYZE,” “WE,” AND “OUR”) WHICH REFERENCES THESE TERMS (THE “GLOBAL MOBILITY SERVICE AGREEMENT,” AND TOGETHER WITH THESE TERMS, THE “AGREEMENT”). THE AGREEMENT GOVERNS YOUR USE OF LOCALYZE.COM (“WEBSITE”), INCLUDING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (TOGETHER WITH THE WEBSITE, THE “PLATFORM”) AND ANY ADDITIONAL PROFESSIONAL SERVICE (“PROFESSIONAL SERVICES,” AND COLLECTIVELY WITH THE PLATFORM, THE “SERVICES”) OFFERED BY LOCALYZE.
By executing a Global Mobility Service Agreement, you represent that (1) you have read, understand, and agree to be bound by the Agreement, and (2) you have the authority to enter into the Agreement on behalf of the entity you have named as the client in the Global Mobility Service Agreement, and to bind that entity to the Agreement. The term “you” refers to the legal entity identified as the client in the Global Mobility Service Agreement. If you do not agree to be bound by this Agreement, you may not access or use the Services.
1.1 General. Services include support for clients’ global mobility challenges, from relocating new hires to visa changes, postings and transfers between officers. Excluding those Services agreed upon between the parties in the Global Mobility Service Agreement, Localyze will have no obligation to provide or perform any services for or on your behalf. You may request that Localyze provide certain additional Services through your Localyze account manager or the Platform. A breakdown of available Services and applicable pricing over the subscription fee can be found in the Global Mobility Service Agreement.
The Services explicitly do not include any legal, tax and insurance consulting. Likewise, Localyze does not provide certified translations into other languages. If you specifically commission Localyze to do so, Localyze will undertake to have these services performed by external consultants or service providers at your expense. Localyze will not act as a representative of you or your employee in legal transactions which may trigger legal obligations, especially payment obligations and liability.
1.2 License to Platform. Subject to the terms and conditions of the Agreement, including any restrictions on the number of users that is set forth in the Global Mobility Service Agreement, Localyze hereby grants you a non-exclusive, worldwide, royalty-free, non-transferable, non-sub-licensable right and license for you, your employees and independent contractors authorized by you to access and use the Platform on your behalf (“Authorized Users”) to access and use the Platform for internal business purposes only. You are responsible for the conduct of any Authorized User and their compliance with the terms and conditions of this Agreement.
1.3 License Restrictions. During the Term and thereafter, you shall not, and shall not permit any other party to, directly or indirectly: (a) act as a reseller or distributor of, or a service bureau for, the Services or otherwise use, exploit, make available or encumber any of the Services to or for the benefit of any third party (other than your employees as intended); (b) use or demonstrate the Services in any other way that is in competition with Localyze; (c) reverse engineer, disassemble or decompile the Platform or attempt to derive the source code or underlying ideas or algorithms of any part of the Platform (except to the limited extent applicable laws specifically prohibit such restriction); (d) remove any notice of proprietary rights from the Platform; (e) copy, modify, translate or otherwise create derivative works of any part of the Platform; (f) use the Platform in a manner that interferes or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform, including bypassing or attempting to bypass any privacy settings or measures used to prevent or restrict access to the Platform; (g) use manual or automated software, devices, robot, spider, or other processes to “crawl” or “spider” or to retrieve, index, “scrape”, “data mine” or in any way gather information, content or other materials from the Platform in an unauthorized manner or reproduce or circumvent the navigational structure or presentation of the Platform; (h) use the Platform in a manner which interferes with or disrupt its integrity or performance; (i) use or allow the transmission, transfer, export, re-export or other transfer of any software, technology or information forming a part of the Platform in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or (j) use the Platform to share or store inappropriate materials, including (i) materials containing viruses or other harmful or malicious code; (ii) unsolicited mail (spam); (iii) copyrighted materials to which you do not have sufficient rights; (iv) harassing, tortious, or defamatory materials; or (v) other materials prohibited by applicable international, federal, state, or local laws and regulations.
1.4 Updates. You acknowledge and agree that Localyze may, from time to time, update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Platform.
1.5 Anti-circumvention. You shall not, during the Term and for a period of twelve (12) months thereafter, directly or indirectly engage or otherwise arrange for any company to perform or provide services which are the same as, or similar to the Services provided by Localyze herein, to the extent that the company was introduced by Localyze to you or otherwise utilized by Localyze to provide all or a part of the Services.
1.6 Accounts. In order to access certain of the Services, Authorized Users will be required to register an account on the Website (“Account”). You are responsible for all acts and omissions of your Authorized Users that occur under your Account. You agree to safeguard, and will ensure that all Authorized Users safeguard, their Account login information and password. You agree to notify Localyze immediately of any unauthorized use of an Authorized User’s password or any other breach of security.
2.1 Ownership by Localyze. The Platform is licensed and not sold to you, and no title or ownership to such Platform, or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to the Agreement. Localyze and its suppliers own all rights, title, and interest to the Platform.
2.2 Trademarks. and all related graphics, logos, service marks and trade names used on or in connection with any of the Services are the trademarks of Localyze or its suppliers and may not be used without permission in connection with your, or any third-party, products or services.
2.3 Feedback. You hereby grant to Localyze a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services or any other products or services of Localyze, any suggestions, enhancement requests, recommendations or other feedback provided by you, relating to the Services. Localyze will not identify you as the source of any such feedback.
3. CUSTOMER DATA
3.1 Customer Data. “Customer Data” consists of data and other information made available to us by you or your Authorized Users through the use of the Services under this Agreement. You hereby grant to Localyze, on behalf of yourself and your Authorized Users, a non-exclusive license to use the Customer Data as necessary for the purposes of providing the Services. You are solely responsible for the accuracy, quality, reliability, appropriateness, and legality of Customer Data. You and your Authorized Users will be responsible for all changes to and/or deletions of Customer Data. You will obtain, and are solely responsible for obtaining, all third-party licenses, rights, consents and permissions needed to share Customer Data with Localyze and for Localyze to use the Customer Data to provide the Services.
3.2 Your Warranty. You represent and warrant that no Customer Data will (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Localyze’s system or data; or (e) otherwise violate the rights, including privacy or publicity rights, of a third party. You agree that any use of the Services contrary to or in violation of these representations and warranties constitutes unauthorized and improper use of the Services.
3.4 Disclaimers. You acknowledge that the Internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree Localyze is not liable for any changes to, interception of, or loss of Customer Data while in transit via the Internet or a telecommunications provider’s network. Localyze is not obligated to back up any Customer Data; you are solely responsible for creating backup copies of any Customer Data at your sole cost and expense.
4.1 General. "Confidential Information" shall mean any and all information disclosed by a Party (the "Disclosing Party"), either directly or indirectly, in writing, orally or visually, to the other Party (the "Receiving Party"). Confidential Information does not include information which (i) is in or comes into the public domain without breach of the Agreement by the Receiving Party or its representatives; (ii) was in the possession of the Receiving Party prior to receipt from the Disclosing Party without any confidentiality obligations; (iii) is acquired by the Receiving Party from a third party not under an obligation of confidentiality or non-use to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party.
4.2 Protection of Confidential Information. Unless otherwise agreed to in advance and in writing by the Disclosing Party, the Receiving Party will not use the Confidential Information for any purpose whatsoever other than the performance of its obligations under the Agreement and will disclose the Confidential Information of the Disclosing Party only to employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and are under a duty of confidentiality no less restrictive than the Receiving Party’s duties hereunder. The Receiving Party shall be responsible for any breach of the Agreement by any of its employees. The Receiving Party shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
4.3 Exceptions. Notwithstanding anything herein to the contrary, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
4.4 Return of Confidential Information. Upon the termination or expiration of the Agreement for any reason, or upon the Disclosing Party's earlier request, the Receiving Party will deliver to the Disclosing Party all of the Disclosing Party's property or Confidential Information in tangible form that the Receiving Party may have in its possession or control. The Receiving Party may retain one copy of the Confidential Information in its legal files, subject to the confidentiality obligations herein.
5.1 The term of this Agreement will commence upon the date indicated on the Global Mobility Service Agreement and shall remain in effect for the initial term set forth in the Global Mobility Service Agreement or, if no such term is stated therein, one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides notice to the other of its intention not to renew at least thirty (30) days prior to expiration of the Initial Term or the then-current Renewal Term. The Initial Term and all Renewal Terms will collectively be referred to as the “Term”.
5.2 Termination. Either party may terminate the Agreement, at its discretion, effective immediately upon written notice to the other if the other party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving written notice.
5.3 Suspension of Service(s). At any time during the Term, Localyze may, immediately upon notice to you, suspend your, or any Authorized User’s, access to any Service for the following reasons: (a) a threat to the technical security or technical integrity of the Platform; (b) any amount due under this Agreement is not received by Localyze within fifteen (15) days after it was due, or (c) breach or violation by you or your Authorized Users of any laws, rules, or regulations.
5.4 Effects of Termination. Upon termination or expiration of this Agreement for any reason, (a) any amounts owed to Localyze prior to such termination or expiration and all completed but unpaid Services fees will be immediately due and payable and (b) all licensed and access rights granted will immediately cease to exist. Sections 1.3, 1.5, 2, 3.2, 3.4, 4, 5.4, and 6 – 9 will survive any expiration or termination of this Agreement.
6.1 Fees. Unless otherwise set forth in the Global Mobility Service Agreement, all fees related to your subscription services will be invoiced by Localyze in advance and on an annual basis (“Subscription Fees”) and all other fees for Services (“Additional Fees,” together with the Subscription Fees, the “Fees”) will be invoiced in arrears at the end of the month in which such Services were rendered. The Fees exclude, and you will be solely responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on Localyze’s income).
6.2 Payment Terms. Unless otherwise set forth in the Global Mobility Service Agreement, all invoices provided by Localyze will be due and payable within thirty (30) days of the date of the applicable invoice. All Fees will be paid in U.S. dollars and exclude all applicable sales, use, and other taxes. Any portion of the Fees that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
7. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
7.1 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. LOCALYZE DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.
7.2 Disclaimer of Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL LOCALYZE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.
7.3 Limitations on Liability. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY LOCALYZE UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION ON LIABILITY WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS.
7.4 No Liability for Conduct of Third Parties. DURING THE COURSE OF PROVIDING SERVICES TO YOU, LOCALYZE MAY INTRODUCE YOU TO CERTAIN THIRD PARTIES WHO WILL PROVIDE SERVICES DIRECTLY TO YOU AND/OR YOUR EMPLOYEES, YOU ACKNOWLEDGE AND AGREE THAT LOCALYZE IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD LOCALYZE LIABLE, FOR THE CONDUCT OF SUCH THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
7.5 Exceptions. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, IN SUCH JURISDICTIONS THE LIABILITY OF THE PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.1 Localyze Indemnity. Localyze will indemnify, defend and hold you, your directors, officers, and employees harmless from and against any and all losses, damages, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs (collectively “Losses”) arising out of any third party claim to the extent alleging that the Platform infringes any U.S. patent, copyright, trademark or trade secret.
8.2 Exclusions. Section 8.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a use or modification of Platform by you or any Authorized User in breach of this Agreement, (b) a combination, operation or use of the Platform with other software, hardware or technology not provided by Localyze if the claim would not have arisen but for the combination, operation or use, or (c) the Customer Data (any of the foregoing circumstances under clauses (a), (b) or (c) will be collectively referred to as “Customer Indemnity Responsibility”).
8.3 Your Indemnity. You will indemnify, defend and hold harmless Localyze, its directors, officers, and employees from and against any and all Losses arising out of any third-party claim (a) alleging you breached any of your representations or warranties herein, or (b) arising out of any Customer Indemnity Responsibility.
8.4 Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense, at the sole cost and expense of indemnifying party, and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.
8.5 Infringement. If the Platform is, or in Localyze’s opinion, likely to become, the subject of any infringement-related claim, then Localyze may, at its expense and in its discretion: (a) procure for you the right to continue using the Platform; (b) replace or modify the infringing technology or material so that the Platform becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Agreement, in whole or part.
8.6 THE PROVISIONS OF THIS SECTION STATE LOCALYZE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE PLATFORM INFRINGES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.
9.1 Assignment. Neither party will assign or otherwise transfer the Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign the Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
9.2 Subcontracting. You agree that Localyze may subcontract some of its obligations under the Agreement to third-party contractors. Localyze will be responsible for the direction and coordination of the services of each such subcontractor and will be liable for such subcontractors acts and omissions in connection with the Agreement.
9.3 Publicity. During the Term and thereafter, upon your prior consent, Localyze may refer to you as a Localyze customer, orally and in writing (including in promotion or marketing materials and on Localyze’s website and social media postings).
9.4 Notices. All notices, consents, and approvals under this Agreement must be delivered via email or in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the Global Mobility Service Agreement and be deemed received upon receipt if personally delivered, upon confirmation of transmission if sent by email, and seven (7) days after receipt by the post office if sent by certified or registered mail. Either party may change its address by giving notice of the new address to the other party.
9.5 Governing Law; Disputes. This Agreement will be governed by the laws of the State of New York, without reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made exclusively in the state or federal courts located in New York, New York and both parties submit to the jurisdiction and venue of such courts.
9.6 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.7 Severability. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
9.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a natural disaster, war, act of terror, pandemic, or any other event beyond the reasonable control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
9.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Except as otherwise expressly provided in the Agreement, the provisions of the Agreement may be amended or supplemented only by means of a written agreement signed by all of the parties or their authorized representatives.