Terms of Use

PART I — TERMS THAT APPLY TO EVERYONE

1Agreement to these Terms

These Terms of Service ("Terms") govern your access to and use of the website at theplacetoshoplocal.com (the "Site") and every service provided by The Place To Shop Local, LLC, an Arizona limited liability company ("Company," "we," "us," or "our").

By using the Site, requesting a rate review, submitting an inquiry, accepting any service from us, or making any payment to us, you agree to these Terms. If you do not agree, do not use the Site or our services.

If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. The Site and our services are intended for businesses and for individuals who are at least eighteen (18) years old.

2How this document is organized, and what governs what

We provide several different services. They carry different risks, involve different third parties, and are governed by different rules. Treating them as one undifferentiated "Services" — as generic terms do — creates confusion in exactly the moment when clarity matters. So this document is partitioned.

a. Structure.

b. Each service part governs only its own service. A provision in Part III does not create, expand, or limit any right or obligation relating to payment processing. A provision in Part II does not apply to your website. Where a term is meant to apply across services, it appears in Part I, VII, VIII, or IX.

c. Order of precedence. If two documents conflict, they are read in this order, highest first:

1. Your merchant processing agreement with the processor and sponsoring bank — as to anything concerning payment processing, funding, fees, holds, reserves, chargebacks, or account termination. That agreement always wins on those subjects, including over these Terms.
2. A signed written proposal, statement of work, or service agreement between you and us — as to the scope, fee, and timeline of that specific engagement.
3. The service-specific Part of these Terms governing the service in question.
4. The general Parts of these Terms (I, VII, VIII, IX).

d. Services you do not buy. Nothing in a Part covering a service you have not purchased applies to you. Buying one service does not subject you to the terms of another.

3What we are — and what we are not

This is the most important section in this document. Please read it.

The Company is an independent sales partner of third-party payment processors. We refer merchants to those processors and their sponsoring banks, and we assist with setup, equipment, and ongoing account questions. "Partner" here describes that commercial relationship — it does not create a legal partnership with any processor or bank (see Section 33(g)), and it is distinct from the approved consultants our Partner Program covers in Part VI. Separately, and under separate arrangements, we provide website, hosting, email, security, and design services.

We are not a bank. We are not a payment processor. We are not an independent sales organization. We do not hold, transmit, or settle your funds at any point.

Because we wear more than one hat, two things follow, and both run in both directions:

a. Payment providers are not responsible for our other work. No processor, sponsoring bank, gateway, or leasing company is liable for any website, hosting, email, security, design, or other non-payment service we provide to you; for your cancellation of any such service before the end of its term; or for any dispute, damage, or claim arising out of any of it.

b. We are not responsible for the payment provider's conduct. We are not liable for your relationship with any processor, sponsoring bank, gateway, or leasing company; for any dispute between you and any of them; or for their pricing decisions, funding delays, holds, reserves, or account terminations.

These two facts are the reason this document is partitioned the way it is.

4Eligibility and your responsibilities

You agree to:

• Provide accurate, complete, and current information in any application, inquiry, or form, and to keep it current;
• Not use our services for any unlawful purpose, or for any business category prohibited by the card networks, your processor, or your hosting provider;
• Maintain the security and confidentiality of any credentials, terminals, or systems in your control, and notify us promptly if you believe they have been compromised;
• Notify us promptly of any change to your business name, ownership, address, or the nature of what you sell — these can affect a merchant account, a domain registration, and a hosting account, each for different reasons.

Our services are offered only to businesses located and operating in the United States, and merchant accounts are available only to entities eligible for underwriting by a U.S. processor and sponsoring bank. We do not accept clients outside the United States.

5Use of the Site

You may view and print pages of the Site for your own business use. You may not: access the Site by automated means except standard search-engine indexing; attempt to breach, probe, or test its security; scrape, republish, or resell its content; introduce malicious code; impersonate any person; use it to transmit unsolicited commercial messages; or use it to compete with us.

We may monitor the Site for violations of these Terms, restrict or disable access, and take appropriate legal action. We are not obligated to do any of these things.

PART II — PAYMENT PROCESSING, MERCHANT ACCOUNTS AND EQUIPMENT

This Part applies only to payment processing referral, merchant accounts, and payment equipment. It does not govern any website, hosting, email, security, or design service.

6Merchant accounts and the processor relationship

When you open a merchant account through us:

• Your merchant processing agreement is between you, the processor, and the sponsoring bank — not with us. We are not a party to it.
• Approval is decided by the processor's underwriting, not by us. We cannot approve, guarantee approval, or overturn a declination.
• Your rates, fees, funding times, reserves, holds, chargeback handling, PCI obligations, and account termination are governed by that agreement, not by these Terms.
• We have no authority to alter, waive, or override any term of your merchant agreement. Any statement by us that appears to do so is not binding on the processor or the bank.
• Terminating your relationship with us does not terminate your merchant agreement. That must be terminated according to its own terms.

If there is ever a conflict between something we said and what your merchant agreement says, the merchant agreement controls. We will always tell you to read it. Please read it.

7Rate reviews, quotes, and estimates

We offer complimentary reviews of processing statements. The following applies to every review, quote, proposal, or savings figure we provide:

a. Estimates only. Any rate, fee, or savings figure we give you is an estimate based solely on the documents you provide and on pricing available to us at that time. It is not an offer, not a guarantee, and not a binding commitment.

b. Subject to underwriting. All pricing is contingent on approval by the processor and sponsoring bank. Your business type, processing history, ticket size, chargeback ratio, and credit profile may result in different pricing than estimated, or in declination.

c. Interchange and network fees. A substantial portion of processing cost consists of interchange and assessment fees set by the card networks. Nobody can discount these. Estimates assume current network schedules; the networks revise them periodically, typically twice a year, and those changes flow through to you regardless of who your provider is.

d. Accuracy of your documents. Our analysis is only as good as what you send. If a statement is incomplete, from an atypical month, or from a different entity, the review will be wrong through no fault of ours.

e. No guarantee of savings. We do not guarantee that you will save money, that we can beat your current pricing, or that any projected savings will materialize. Actual cost depends on your future volume and transaction mix, which we cannot predict.

f. Restrictions apply. Pricing, promotions, and program availability vary by business type, location, processing volume, and underwriting outcome. Published or quoted figures describe what is available to qualifying businesses, not what is available to every business.

8Surcharging, cash discount, and alternative pricing programs

Where you adopt a surcharge, cash discount, dual pricing, or similar program:

a. The legality and permitted mechanics of these programs vary by state and by card network rule, and both change over time.

b. Compliance is yours. That includes required signage, disclosure at the point of sale, receipt formatting, and any registration the card networks require.

c. We can explain how a program works mechanically. We do not advise you on whether it is lawful for your business in your state. See Section 24.

9Equipment: how it is offered

Equipment is offered through us in two ways. Which options are available depends on the device, the program, and underwriting.

a. Purchased from the supplier. You buy the hardware outright from the manufacturer, distributor, or the processor's equipment program, at the supplier's pricing in effect at the time of order. Title passes to you on payment in full. The sale is governed by the supplier's terms of sale, and the hardware carries the manufacturer's warranty (see Section 10(a)).

b. Leased at a discount. We arrange equipment leases at rates below the leasing company's standard pricing, where the program and our arrangement with that company allow it. The following applies to every lease:

• The lease is a separate agreement between you and the leasing company — not with us. Its terms, including duration, payment schedule, end-of-term obligations, and early-termination provisions, are set by that agreement.
• Discounted lease pricing is an offer we extend where available; it remains subject to the leasing company's approval of your application, and the rate on the executed lease is the rate that governs.
• Equipment leases in this industry are frequently non-cancelable and can run substantially longer than the merchant agreement. We will tell you when a lease is a lease. You are responsible for reading it before signing it.
• A discount on the lease rate does not change any other term of the lease. End-of-term buyout, insurance, and return obligations apply as written, discounted or not.

c. Which is better for you. That depends on your cash position, how long you expect to run the equipment, and the lease's total cost over its term. We will lay out both numbers on request. We do not advise you which to choose — see Section 24.

d. Company-owned equipment. Some equipment we place with you belongs to us — including equipment we have repurchased or bought back from a leasing company, a supplier, or you. Possession is not ownership. Title to that equipment remains with the Company unless you purchase it under subsection (a), and it does not pass to you by use, by the passage of time, or by the ending of services. If our relationship ends for any reason, you must return Company-owned equipment within fifteen (15) days, in the condition received, ordinary wear excepted — or pay for it at its current undiscounted replacement price. Unreturned equipment will be invoiced, and that invoice is payable under Part VII.

e. Discounts are conditional. Where we sell or place equipment at a discount in connection with your use of our services, the discount is part of that arrangement, not a gift. If you end the associated services early, we may charge the difference between the discounted price and our standard price for that equipment, in addition to any other amounts owed. The condition will be stated at the time of sale.

f. No re-boarding or re-provisioning. Equipment that is Company-owned under subsection (d), or that was supplied at a conditional discount under subsection (e), is provisioned to your merchant account as boarded through us. Unless we consent in writing, you may not — and may not permit or engage any third party to — re-board, re-provision, reprogram, or activate that equipment under a different merchant identification number (MID); transfer it to another sales office, agent, or reseller on the processing platform through which we boarded you; or present it to any processor, reseller, or technician for any of the above. Any attempt is a material breach of these Terms, and we may decline to release, unlock, or support equipment involved in it. This subsection restricts what you may do with the equipment; it does not, and cannot, alter the rights of the processor or equipment program under their own agreements.

10Equipment: warranties, returns and supplies

a. Warranties. Hardware carries the manufacturer's warranty. We are not the manufacturer and give no warranty of our own on hardware. We will assist you in making a warranty claim.

b. Specifications. Equipment features, software capabilities, availability, and appearance are set by the manufacturer and are subject to change without notice to us. Images and descriptions on the Site are for identification and may not reflect current revisions.

c. Return and recovery. Equipment supplied under a program requiring return on account closure must be returned in accordance with that program. The party that supplied it may charge you for unreturned equipment. Leased equipment is returned or bought out according to the lease.

d. Supplies. Paper, labels, ribbons, and similar consumables are sold as described. Compatibility depends on the exact terminal model; confirm the model before ordering.

PART III — WEBSITES, HOSTING, DOMAINS AND BUSINESS EMAIL

This Part applies only to web design, hosting, domain, and email services. Nothing in it governs payment processing or affects any merchant account.

11Web design and development

a. Scope. The scope, fee, timeline, and revision count for web work are set out in a written proposal or invoice. That document controls the engagement; these Terms fill the gaps.

b. Your cooperation. Timelines assume you supply content, feedback, and approvals when requested. Delay on your side moves the delivery date; it does not reduce the fee.

c. Out-of-scope work. Anything not described in the proposal is a change order, quoted separately, and not included.

d. Acceptance. Work is deemed accepted on the earlier of your written approval or fourteen (14) days after delivery without written objection.

e. Ownership on final payment. On receipt of all amounts owed for an engagement, you own the custom design and content we produced specifically for you. Until then, we retain ownership. We retain ownership of our own underlying tools, frameworks, templates, and reusable components in all cases, and grant you a non-exclusive license to use them as embedded in your site.

f. Third-party components. Themes, plugins, fonts, stock imagery, and platform licenses remain subject to their own licenses, which pass through to you. Ongoing license or subscription fees are yours unless the proposal says otherwise.

g. No performance guarantee. We do not guarantee search rankings, traffic, conversion rates, uptime beyond what the hosting provider commits to, or any business result.

12Hosting and business email

a. Third-party infrastructure. Hosting, email, and related infrastructure are provided by third-party vendors. Their uptime commitments, terms of service, and acceptable-use policies apply to you. We are not liable for their outages, degradations, price changes, policy changes, or discontinuation of service.

b. Acceptable use. You may not use hosting or email we provide to send unsolicited bulk email, host malicious or infringing material, or consume resources in a way that degrades service for others. We may suspend a service that does, with notice where practical.

c. Backups. Where a plan includes backups, the frequency and retention are as described in that plan. Backups are a convenience, not a guarantee. You remain responsible for keeping your own copy of anything you cannot afford to lose.

d. Mailbox contents. Email content is yours. We do not read it in the ordinary course. We may access it where necessary to deliver or troubleshoot the service, or where required by law.

e. Branding. Where we provide email or hosting under our own brand, that branding is ours and is licensed to you for the term of the service, not assigned.

13Domain names

a. Registrar terms. Domain registrations are held subject to the registrar's terms and ICANN policy. Those govern the registration itself.

b. Renewal. Renewal is your responsibility unless we have agreed in writing to manage it. A lapsed domain can be re-registered by anyone and recovery is often impossible.

c. Release and transfer. Where we manage a domain or related digital asset on your behalf, we may condition its release, transfer, or assignment on payment in full of all amounts you owe us. Reasonable transfer or administrative fees may apply. Once you are current, we will not unreasonably delay a transfer.

d. Ownership. A domain registered in your name is yours. A domain registered in ours, on your behalf, is transferred to you under subsection (c).

14Content you supply

You retain ownership of the content you give us — text, images, logos, menus, and the like. You represent that you hold the rights necessary to use it and that it does not infringe anyone else's rights, and you grant us a license to use it for the purpose of building, hosting, and maintaining your site. You are responsible for the legality of what you publish.

We do not solicit public user-generated content on the Site. If you send us feedback or suggestions about our own services, you grant us a perpetual, royalty-free license to use them, with no obligation to you. We do not claim ownership of anything else you send us.

PART IV — SECURITY SERVICES

This Part applies only to security services we expressly provide under a plan or proposal. Security is not implied into any other service.

15What our security services cover

Where a plan or proposal includes security services, they may consist of: provisioning and renewing TLS/SSL certificates; keeping the platform, themes, and plugins updated; malware scanning and removal; firewall or bot-filtering configuration; access control and multi-factor setup; and backup configuration. What is included is what the plan says is included — nothing beyond it.

16What security services do not cover

a. No absolute security. No security measure prevents every attack. We do not warrant that any system will be free of vulnerabilities, malware, unauthorized access, or data loss. Anyone who tells you otherwise is selling something.

b. Not insurance. Security services are a maintenance service, not an indemnity, warranty, or insurance product against loss. If a breach would be materially harmful to your business, carry cyber liability insurance. We can point you at brokers; we are not one.

c. Your environment stays yours. Your devices, staff accounts, passwords, internal networks, point-of-sale hardware, and physical premises are outside anything we provide unless a proposal expressly says otherwise. Most incidents begin there.

d. PCI DSS is yours. Your PCI compliance obligations arise under your merchant agreement and the card network rules, not under these Terms. On request, we may help you read and understand the questions in a self-assessment questionnaire. We do not complete, answer, submit, or certify the questionnaire for you — the answers, the attestation, and their accuracy are solely your responsibility, and we are not responsible for any non-compliance fee charged by your processor. Note also that a website we host is generally a different environment from a payment terminal — securing one does not secure the other.

e. Third-party infrastructure. Where a vendor's own systems are breached, that is their incident. We will tell you what we know, promptly and in plain language, and help you respond. We are not liable for it.

f. Incident response. Unless a proposal includes an incident-response retainer with a stated response time, remediation of a security incident is billable work quoted at the time.

PART V — DESIGN, INTEGRATIONS AND CUSTOM WORK

This Part applies only to design, integration, API, and custom project engagements.

17Design studio

a. Scope and revisions. Gift card, logo, menu, menu board, signage, branding, merchandise, and web graphic work is quoted per project with a stated number of revision rounds. Additional rounds are billable.

b. Ownership on final payment. On payment in full, you own the final approved deliverable. Concepts, drafts, and unused directions remain ours.

c. Print production. Where printing is handled by a third party, colour, stock, and finish vary between proof and press run within normal commercial tolerance. We are not responsible for a print vendor's errors, delays, or press variance beyond that tolerance.

d. Originality and clearance. Our work is original to us. We do not perform trademark searches or clearance. Before you invest in a mark, have it searched. Adopting a logo we designed does not mean it is available for you to register or safe from another party's prior rights.

e. Your materials. Where you supply a logo, photograph, or font for use in a design, Section 14 applies to it.

f. Portfolio use. We may display work we produced for you as a portfolio sample unless you ask us in writing not to.

g. Deposits, balance, surcharges and conditional promotions. Design studio work begins on receipt of a fifty percent (50%) deposit of the quoted fee. The balance is due on delivery of the final approved files and before print production, merchandise ordering, or release of source files. Deposits are non-refundable under Section 21 once work has begun. Large-format pieces above 11×17 inches, and catering or family-tray menus, carry a surcharge stated in the quote. Where we offer a promotional price or an included service period conditioned on your use of another service from us, the condition is stated at the time of sale; if that other service ends before the promotional period does, the promotion ends with it and standard pricing applies from that date. Section 18(e) continues to govern custom projects and integrations.

18Integrations, API work, and custom projects

a. Third-party platforms. Integration work depends on APIs, plugins, and platforms controlled by others. Those parties change, deprecate, rate-limit, and withdraw their interfaces without consulting us. A working integration is not a permanent one. Keeping an integration working after a third-party change is billable maintenance unless a proposal says otherwise.

b. Credentials. Where you give us API keys or platform credentials, you warrant you are permitted to do so. We use them only for the agreed work. You should rotate them when an engagement ends.

c. Payment integrations specifically. Where custom work touches a payment gateway or cardholder data, your merchant agreement, the gateway's terms, and PCI DSS all continue to apply to you. Part II and Part IV govern those obligations. Nothing in this Section shifts them to us.

d. Online payment acceptance and checkout pages. Where we build or configure an online store, ordering page, or checkout that accepts payment:

• Payment is processed by the gateway and processor under your merchant agreement — never by us. Part II governs that relationship.
• The card networks and applicable law require certain disclosures on a payment-accepting site — among them your business name as it will appear on the cardholder's statement, a customer-service contact, your refund and cancellation policy presented before checkout completes, delivery terms, and, for recurring billing, clear terms, express consent, and a simple cancellation path. We build these disclosure elements into the pages we deliver, using content you supply.
• The content of those disclosures — your refund policy, your delivery commitments, your subscription terms — is yours, and its accuracy is your responsibility. So is honouring it.
• Network rules and disclosure laws change after delivery. Keeping a checkout current with them is billable maintenance unless a proposal says otherwise, and we do not warrant that any page remains compliant with every rule in every state at all times. See Section 24.

e. Custom project inquiries. A submitted inquiry is a request, not an order. Work begins on a written proposal and the agreed deposit.

PART VI — PARTNER PROGRAM

This Part applies only to persons and entities we have approved in writing as partners.

19Independent consultants

a. Approval and paperwork required. Partner status exists only after written approval and executed paperwork. Referring business to us, or describing yourself as a partner, does not create partner status.

b. Program structure and levels. The Partner Program operates in defined forms: an in-house model, where you work under the Company's direction on terms set in your agreement with us, and independent partnerships at Level 2 and Level 3, where you run your own book as an independent consultant. The form and level you are approved for — and the scope, requirements, and compensation attached to it — are set in your executed partner agreement. You may act only within the form and level you are approved for, and approval in one is not approval in another.

c. Independent partners. Level 2 and Level 3 partners are independent consultants. They are not employees, agents, joint venturers, or franchisees of the Company. They run their own book — handling their own files, their own clients, and their own business expenses — using the Company's brand, tools, systems, and materials, and are responsible for their own taxes, licensing, and registrations. Running a book is not owning it: the accounts in a partner's book are Company accounts under subsection (g). The status and terms of an in-house participant are set by that person's individual agreement with the Company, not by this subsection.

d. No authority to bind. A partner has no authority to bind the Company, quote pricing outside an approved schedule, promise approval of any merchant application, or make any representation on behalf of a processor or sponsoring bank.

e. Compensation. Compensation terms, including any difference between levels, are set out in the executed partner agreement, which controls over this Section.

f. Conduct. Partners must comply with card network rules, applicable law, and any conduct requirements in the partner agreement. We may terminate partner status for breach.

g. Brand, clients, content, and confidentiality. At all times while approved, a partner must promote The Place to Shop Local, LLC brand and present services under it, using the Company's tools, systems, and platforms for all partner business. Every merchant, client, lead, and account in a partner's book — whether developed, referred, or serviced by the partner — belongs to the Company and remains with the Company when partner status ends; a partner acquires no ownership of, or right to, any client relationship, account, or residual by reason of having introduced or serviced it, except as compensation under the executed partner agreement. Partners must use only Company-approved branded materials, pricing sheets, proposals, and content, and may not create, alter, or distribute their own marketing materials, offers, or pricing without written approval. Every partner must sign the Company's non-disclosure agreement before receiving partner status, and must keep confidential all client information, pricing, processor and partner arrangements, and Company materials, both during and after the partnership. Breach of this subsection is grounds for immediate termination under subsection (f), and the confidentiality and client-ownership obligations survive termination.

PART VII — FEES AND PAYMENT

This Part applies to every service you pay us for.

20Fees, invoicing, and acceptance by payment

a. Fees. Fees are as stated in your proposal, invoice, or order. All amounts are in United States dollars. Applicable sales or transaction taxes are added where required.

b. Recurring services. Hosting, email, security, and similar subscriptions renew automatically for successive terms and are billed in advance until cancelled in accordance with Section 22. You authorize us to charge your payment method on file for each renewal without separate approval for each charge.

c. Acceptance by payment. Any payment you make to us, in whole or in part, constitutes acceptance of these Terms — whether or not you have separately acknowledged them in writing.

d. Pricing errors. We may correct a pricing or description error even after an order is placed or payment received, and may cancel the affected order and refund that payment instead of honouring the error.

e. Late amounts. Amounts unpaid past their due date may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Arizona law, together with reasonable costs of collection, including attorneys' fees.

21Refunds

a. Services. Fees for services — design, development, hosting, email, security, integration, and custom work — are non-refundable, non-creditable, and non-reversible, whether the service was used in whole or in part, except where a refund is required by applicable law.

b. Why. Our cost is incurred when the work is performed or the term is provisioned, not when you use it.

c. Equipment. Equipment is not covered by subsection (a). Returns, exchanges, and warranty claims on hardware follow the manufacturer's or supplier's program, and Section 10 governs them. Nothing here waives any warranty right you have by law.

d. Chargebacks. If you dispute a charge with your card issuer instead of contacting us, we may suspend services pending resolution. We would rather you called.

22Cancellation, non-payment, suspension and acceleration

a. Cancelling a recurring service. Cancel by written notice at least thirty (30) days before the start of the next term. Cancellation takes effect at the end of the current paid term. Fees already paid are not refunded — see Section 21.

b. Suspension. We may suspend any service while an amount is past due. We will give notice where practical. Suspension does not stop fees from accruing.

c. Acceleration. If you materially breach these Terms, or terminate a fixed-term engagement early, we may declare immediately due and payable all fees and charges that would have become due over the remainder of that term. This applies only to the engagement breached or terminated, and only to a fixed term you agreed to in writing.

d. Data after termination. For thirty (30) days after termination we will, on written request and provided your account is current, give you a reasonable export of your site files, database, and mailbox contents. After that we may delete them.

e. Domains. Section 13(c) governs release of any domain we manage.

PART VIII — WARRANTIES, LIABILITY AND TERMINATION

23Intellectual property

a. Ours. The Site and its content — text, layout, graphics, code, and compilation — are owned by the Company and protected by United States copyright and trademark law. Except as Section 5 permits, you may not reproduce, distribute, or create derivative works from it without our prior written permission.

b. Third-party marks. Product names, logos, and brands appearing on the Site are the property of their respective owners and are used for identification only. Their appearance does not imply endorsement of us, or any affiliation beyond what is expressly stated.

c. Yours. Sections 11(e), 14, and 17(b) govern ownership of work we produce for you and content you supply. We do not claim ownership of your business's intellectual property.

24No professional advice

Nothing on the Site or provided by us constitutes legal, accounting, tax, financial, insurance, or regulatory advice. This includes anything we tell you about surcharging, cash discounting, PCI obligations, data breach notification duties, entity structure, or the interpretation of your merchant agreement. Consult your own attorney and accountant before acting.

25Disclaimer of warranties

The Site and our services are provided "as is" and "as available," without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Site or any service will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that any system is free of harmful components.

We specifically disclaim any warranty regarding the acts or omissions of any processor, sponsoring bank, gateway, equipment leasing company, hosting provider, registrar, email provider, print vendor, or other third party.

26Limitation of liability

To the fullest extent permitted by Arizona law:

a. We will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost business opportunity, lost data, or business interruption — arising out of or relating to the Site or any service, even if we have been advised of the possibility of such damages.

b. Our total aggregate liability for all claims arising out of or relating to a service will not exceed the greater of (i) the total amount you paid us for that service in the twelve (12) months preceding the event giving rise to the claim, or (ii) five hundred dollars ($500.00). Liability is capped per service line. A claim about your website is measured against what you paid for website services, not against everything you have ever paid us.

c. We are not liable for any loss arising from the acts, omissions, pricing decisions, funding delays, account holds, reserves, terminations, security incidents, or other conduct of any processor, sponsoring bank, gateway, leasing company, hosting provider, registrar, or other third party — whether or not we referred you to them.

d. Some jurisdictions do not permit certain limitations of liability. Where that is the case, these limitations apply to the fullest extent permitted and the remainder of this Section stays in effect.

27Indemnification

You agree to indemnify, defend, and hold harmless the Company, its members, officers, agents, and — where applicable — the payment providers and their affiliates, from any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of: your use of the Site or any service; your breach of these Terms; your violation of card network rules, PCI DSS, or applicable law; the content you supply for any website or design we produce; your early termination of a fixed-term engagement; or any dispute between you and a processor, bank, leasing company, vendor, or customer of yours.

We may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to cooperate. We will notify you of any such claim on becoming aware of it.

28Term, termination and survival

a. These Terms apply while you use the Site or receive any service from us.

b. We may suspend or terminate your access to the Site, or decline to provide services, at any time, with or without notice, including for breach of these Terms or applicable law.

c. Terminating our relationship does not terminate your merchant processing agreement, your equipment lease, or any other third-party agreement. Each must be terminated according to its own terms.

d. Survival. Sections 3, 7, 9, 10, 13(c), 14, 17(g), 19(g), and Parts VII, VIII and IX survive termination, along with any other provision that by its nature should survive.

PART IX — DISPUTES AND GENERAL PROVISIONS

29Governing law and venue

a. These Terms and your use of the Site and our services are governed by the laws of the State of Arizona, applicable to agreements made and performed entirely within Arizona, without regard to conflict-of-laws principles.

b. Subject to Section 30, any action must be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and you consent to the personal jurisdiction of those courts and waive any objection based on venue or forum non conveniens.

c. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

30Dispute resolution

a. Informal resolution first. Before filing anything, you agree to contact us in writing and attempt in good faith to resolve the dispute for at least thirty (30) days. Most things end here.

b. Binding arbitration. If informal resolution fails, any dispute — except those excluded in subsection (d) — will be finally resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, and where applicable its Supplementary Procedures for Consumer Related Disputes. You understand that without this provision you would have the right to sue in court and to a jury trial. Arbitration will take place in Maricopa County, Arizona, and may be conducted in person, by documents, by phone, or online. The arbitrator must follow applicable law and will issue a written decision.

c. No class actions. To the fullest extent permitted by law, arbitration is limited to the dispute between you and us individually. No arbitration may be joined with another proceeding, brought on a class basis, or brought in a representative capacity on behalf of others.

d. Exceptions. These do not go to arbitration: claims to enforce or protect intellectual property rights; claims alleging theft, piracy, invasion of privacy, or unauthorized use; claims for injunctive relief; and claims within the jurisdiction of a small claims court.

e. Your merchant agreement is separate. Your agreement with the processor and sponsoring bank contains its own dispute-resolution provisions, which may include a different arbitration forum, governing law, and venue. Those govern disputes under that agreement. This Section governs only disputes with us.

f. Time limit. Any claim must be brought within one (1) year after the cause of action arose, or it is permanently barred, except where a longer period is required by law.

g. Severability of this Section. If subsection (c) is found unenforceable as to a particular claim, that claim is severed and heard in the courts identified in Section 29, and the remainder of this Section stays in effect.

31Electronic communications and signatures

Visiting the Site, sending us email, and completing our forms are electronic communications. You consent to receive communications from us electronically, and agree that electronic agreements, notices, disclosures, and records satisfy any legal requirement that they be in writing. You agree to the use of electronic signatures and records.

32California residents

If you are a California resident and a complaint is not resolved to your satisfaction, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

California residents also have privacy rights, including the right to opt out of the sale or sharing of personal information and to limit the use of sensitive personal information. See our Privacy Policy and our Do Not Sell or Share page.

33General

a. Entire agreement. These Terms, together with our Privacy Policy and any signed proposal or service agreement, are the entire agreement between you and us on their subject matter, and supersede all prior terms — including any previously published terms of use and any addendum to them.

b. Changes. We may revise these Terms. The "Last updated" date will change and material revisions will be posted on this page. Continued use after a revision constitutes acceptance. We will not apply revised Terms retroactively to a dispute that arose before the revision.

c. Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the rest stays in effect.

d. No waiver. Our failure to enforce a provision is not a waiver of it.

e. Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

f. Force majeure. We are not liable for failure to perform caused by events beyond our reasonable control, including network and processor outages, vendor failures, natural disasters, and acts of government.

g. No agency. Nothing here creates a partnership, joint venture, employment, agency, or franchise relationship between you and us. Each engagement is between you and the Company directly.

h. Not construed against the drafter. These Terms will not be construed against us merely because we drafted them.

34Contact

22424 S. Ellsworth Loop Rd, #2222 Queen Creek, AZ 85142 United States

Email: legal@theplacetoshoplocal.com Hours: Monday–Friday, 9:00 AM – 5:00 PM Arizona time