Terms and Conditions of Service for a Participating Business
[Last updated October 6, 2020]
PLEASE READ THIS TERMS AND CONDITIONS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING AND USING THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Shop Local Kirkland Terms and Conditions of Service for a Participating Business Agreement (the "Agreement" or “Terms”) governs your use of this Shop Local Kirkland Website (the "Website"). The Website is hosted by the City of Kirkland (“City”). Shop Local Kirkland (“SLK”) provides an opportunity for users to discover local businesses through this Website and to connect with local businesses who register to participate on the Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below.
I. INITIAL ACKNOWLEDGEMENTS
- Amendments. The City reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website. The changes will be effective immediately after being posted on this Website. The City will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Your use of the Website following the posting of any such changes will constitute your acceptance of any such changes. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates, so the City encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing use of the Website.
- Agreement to be Bound. By checking the box agreeing to this Agreement and accessing and using this Website, you acknowledge that you have read and agree to be bound by this Agreement and all other terms and conditions on the Website. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately discontinue your use of the Website, and request staff to delete your business profile if you have created one.
Authority to Accept. If you are accessing this Website on behalf of a business, you represent and warrant that you have authority to accept this Agreement on behalf of the business and that the business agrees to this Agreement.
II. CITY’S ROLE
This Website provides a portal for consumers to connect with local businesses. You hereby acknowledge that the City does not sell products or services through this Website, nor does the City provide any warrantees, promises, or representations regarding any products or services sold by the businesses on this Website, including completeness, accuracy, availability, timeliness, propriety, security or reliability of businesses. The City does not guarantee additional business to you as a result of your use of this Website.
This Agreement does not create any agency, partnership, joint venture, employment, or franchisee relationship between you and the City.
- Content; Intellectual Property. In making businesses known to consumers, this Website offers information and marketing materials. This Website may provide information, both directly on the Website and indirectly through links to third-party websites. The City does not always create the information offered on this Website; instead the content and information is often gathered from other sources or provided by participating businesses. To the extent that the City does create the content on this Website, such content is protected by intellectual property laws. Unauthorized use of the material may violate copyright, trademark, and/or other laws.
- Acceptable and Lawful Use of Site. You agree to comply with all applicable laws regarding use of the Website. Any information or content you upload or provide to the City in connection with the Website must not create any liability for the City or cause the City to lose (in whole or in part) the services of its Internet Service Providers or other vendors. You must have the legal rights to use, distribute, and publish the images, information, or content that you upload or provide to the Website. Additionally, any images, information, or content you upload or provide to the City in connection with the Website must comply with the following conditions:
Objectionable or Offensive to Third Parties: You must not upload, download, post, market, distribute, provide, or otherwise transmit any content that is unlawful, defamatory, libelous, slanderous, obscene, vulgar, pornographic, harassing, threatening, abusive, harmful, violative of others’ privacy rights, or otherwise objectionable.
- Objectionable or Offensive to Third Parties: You must not upload, download, post, market, distribute, provide, or otherwise transmit any content that is unlawful, defamatory, libelous, slanderous, obscene, vulgar, pornographic, harassing, threatening, abusive, harmful, violative of others’ privacy rights, or otherwise objectionable.
- Dishonest Content. You must not upload, download, post, market, distribute, provide, or otherwise transmit any content that is false, deceptive, misleading, or otherwise dishonest or untruthful.
- Unlawful Content: You must not upload, download, post, market, distribute, provide, or otherwise transmit any content that encourages or is in furtherance of an unlawful, criminal, or fraudulent activity.
- Infringing Content: You may not upload, download, post, market, distribute, provide, edit, modify, or otherwise transmit any content that may infringe on any patent, trademark, trade secret, copyright, or other intellectual proprietary right of any person. Infringement may result from the unauthorized copying, posting, editing, modifying, or distributing of any content, including graphics, pictures, photographs, logos, software, articles, music, or videos. By posting any content through this Site, you represent that you have legal rights to use, distribute, and publish such content.
Political Content: You must not upload, download, post, market, distribute, provide, or otherwise transmit any content that advocates for or in opposition to any political candidate(s) or ballot measure(s), as state law prohibits the use of City resources for such purposes.
- Photo Content and Quality: You will be requested to provide images/photographs representing your business’ premises, services, products, and/or brand. Images unrelated to these subjects are prohibited. Shop Local Kirkland requires that images be clear, well-lit, and of sufficient resolution (minimum size of 1 MB and a resolution of 550 X 550 pixels) to maintain the high-quality objective of the Website. Product images should have blurred backgrounds and/or have a white or grey background.
- Removal of Content. While the City does not monitor your use of the Website, the City reserves the right to remove or delete any content that you upload, download, post, market, distribute, provide, or otherwise transmit on our Website that violates this Agreement or is otherwise deemed objectionable by the City in the City’s sole discretion.
Links to Other Websites/Third-Party Websites. The City provides links to other websites. Any links to third-party websites or businesses are provided solely as a convenience to you. The City does not endorse or make any representations about these websites, the contents on these websites, any information or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of these websites linked to this Site, you do so entirely at your own risk. The City is not responsible for the content of or any damages or injuries that may result from your access to or reliance on these third-party websites.
- Availability of the Website.
- Interruptions. There may be interruptions in service that are beyond our control. While the City will use reasonable efforts to keep the Website accessible, it may be unavailable from time to time, for any reason, including but not limited to routine maintenance, outages, or cancellations. You understand and acknowledge that access and/or use of the Website, may be interrupted, suspended, or terminated.
- Cessation of Operation. The City may at any time, in its sole discretion and without advance notice to you, cease operation of the Website.
- Disclaimer. The City does not warranty the accuracy, reliability, or timeliness of the information published on its Website and shall not be held liable for any losses caused by the reliance on such. Any person or entity that relies on any information obtained from the Website does so at their own risk.
The content/information on the Website related to businesses are supplied by the businesses, which business have sole responsibility for the accuracy and completeness of their content/information. You acknowledge, understand, and agree that you have the obligation to, and must, personally evaluate and bear all risks associated with posting content/information on the Website and with the use of any content, information, or communication resulting from the Website, including any reliance on the accuracy, completeness, or usefulness of that content/information by yourself or Website users.
Use of Website. The City is not responsible for any damages resulting from use of this Website by anyone. You hereby agree that you will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property); (2) not interfere with or disrupt the use and enjoyment of the Website by other users; (3) not engage, directly or indirectly, in transmission of "spam," chain letters, junk mail, or any other type of unsolicited communication; and (4) not defame, harass, abuse, or disrupt other users of the Website.
- License and Site Access. The City grants users of the Website a limited, revocable, non-transferrable, and nonexclusive license to access and make use of the Website. You may not copy, reproduce, republish, upload, post, revise, transmit, distribute, or create derivative works of materials, content, or information from the Website without express written authorization from the City or the applicable third party (if third-party content is at issue). You are prohibited from using any data mining, gathering, or extraction tools on the Website.
IV. DISCLAIMER OF WARRANTIES
YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. THE CITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE BUSINESSES, SERVICES, PRODUCTS, WEBSITE CONTENT, OR ANY RELIANCE UPON OR USE OF THE WEBSITE CONTENT OR PRODUCTS OR SERVICES PROVIDED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CITY MAKES NO WARRANTY (1) THAT THE INFORMATION PROVIDED ON THIS WEBSITE IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY; OR (2) THAT THE LINKS TO THIRD-PARTY WEBSITES ARE TO INFORMATION THAT IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY.
V. LIMITATION OF LIABILITY
THE CITY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, THIRD-PARTY CONTENT, OR THE PRODUCTS OR SERVICES SOLD BY THIRD-PARTIES PROVIDED IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE CONTENT; (2) THE COST OF PROCURING SUBSTITUTE PRODUCTS, SERVICES, OR CONTENT; (3) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; OR (4) ANY LOST PROFITS YOU ALLEGE.
You will release, indemnify, defend, and hold harmless the City and any of its elected officials, officers, employees, contractors, agents, affiliates, and assigns from all liabilities, claims, damages, costs, and expenses (including reasonable attorney fees and expenses, of third parties) alleging, resulting from, relating to, or arising out of (1) your use or access of this Website or the content or materials on this Website, (2) your posting or uploading this Agreement or your breach of your warranties, representations, and obligations under this Agreement; (3) your services or products purchased or used by or through third parties or your use of the same or other services or products; (4) your use, access, or breach of any intellectual property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information, content, or data you supplied or supplied to you. The City agrees to provide prompt notice to you of any such claim, suit, proceeding, or demand and reasonably assist you, at your expense, in defending any such claim, suit, proceeding, or demand. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website or resulting products or services.
VIII. PUBLIC RECORDS
Information you provide to the City and/or content that you upload to this Website is a public record that may be subject to disclosure under Washington’s Public Records Act, chapter 42.56 RCW.
IX. GENERAL PROVISIONS
- Nondiscrimination. You agree that no person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement in violation of RCW 49.60.215 or other applicable laws prohibiting discrimination.
- Entire Agreement. This Agreement comprises the entire agreement between you and the City and supersedes any prior agreements pertaining to the subject matter contained herein.
Effect of Waiver. The failure of the City to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the invalid provision, and the other provisions of this Agreement remain in full force and effect.
Governing Law; Jurisdiction. This Agreement will be governed by the laws of the state of Washington without regard to its conflict of law principles to the contrary. No party to this agreement will commence or prosecute any suit, proceeding, or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in the state of Washington, in King County. By using this Website, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You hereby waive any right to trial by jury arising out of this Agreement and any related documents.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.
- Termination. The City reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website.
BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.