Localli is a fulfillment & delivery service that allows you to offer a same-day delivery experience for your customers conveniently from their checkout page.

These Terms and Conditions (“Terms or Agreement”) governs your use of Localli’s services, websites and our platforms, including our mobile applications, (“the Site”, “the Service”, “Services”, “App”, “Us”, “We,” “Our”, “Company”, “Website”, “Localli”). By accessing or using our Site or using our Services you signify that you have read, understand, and agree to be bound by these Terms and Conditions (“Terms” or “Agreement”).  By visiting our Site or signing up for any of our services, you engage in our Services (the “Service”, “Services”).  These Terms and Conditions apply to all users of the Site, including browsers. You must be at least 18 years old or older to gain access to our website and its content. As used herein, “You, “User” or “Users” means anyone who accesses and/or uses the Site or any of our Services or if the user represents an entity or other organization, that entity or organization. 

You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms, without notice, by posting updates and/or changes to our website. It is your responsibility to check this page periodically for any such changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

This is a legal agreement between You and Localli. You should carefully read this agreement and the Company’s Privacy Policy, which is incorporated into and are part of this agreement. YOU MAY NOT USE OUR SERVICES IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS.

These Terms and Conditions were last updated on April 12, 2021.

Section 1 – Account Creation.

You need an account for most services provided by the Company. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address. In addition, most services are only available if you integrate your Localli account with eligible third-party retail platforms, such as Shopify.

You have complete responsibility for your account and everything that happens on your account, including for any costs, fees, or damages incurred by you or someone using your account with or without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account.

You may not share your account login credentials with anyone else. You are responsible for what happens with your account and the company will not intervene in disputes between customers who have shared account login credentials. You must notify us immediately upon learning that someone else may be using your account without your permission (or if you suspect any other breach of security). Users must be at least 18 years old to access our Site or use our Services. If we discover that you have created an account that violates these rules, we will terminate your account.

Section 2 – Access to the Service.

2.1.     Subject to your acceptance of and compliance with this Agreement, Company grants to you a non-exclusive, non-transferable, revocable limited license to use the Service. Your use of the Service is conditioned upon your compliance with this Agreement; any use of the Service in violation of this Agreement will be regarded as an infringement of Company’s copyrights in and to the Service. ANY BREACH OF THIS AGREEMENT WILL RESULT IN THE TERMINATION OF YOUR ACCESS TO OUR SERVICES.

2.2.      Any new features or services which are added, at our sole discretion, shall also be subject to this Agreement. Company may change, modify, suspend, or discontinue any aspect of the Service at any time Such change, modification, suspension or discontinuation can be for any reason and is not limited to your breach of this Agreement. Company may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service without notice or liability. You agree to be bound by any rules associated with third party applications or tools used within the Service.

Section 3 – Usage Rules. 

As a condition of your use of and access to the Service, you shall not: (a) copy or adapt the Service’s software including but not limited to Flash, PHP, HTML, Java, CSS, JavaScript or other code; (b) reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service create to generate web pages or any software or other products or processes accessible through the Service; (c) distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program; (d) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service; (e) sell the Service or any part thereof including but not limited to user accounts and access to them in exchange for anything of value; (f) violate any applicable law, including without limitation any applicable export laws; or (g) allow another person or entity to use your identity in order to access the Service.

You agree that the Site would be irreparably harmed by the use, by You or others, of the Site or facilities in connection with the transmission of spam, newsgroup postings or unsolicited email in violation of this Agreement, and that the Company is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). The Company reserves the right to block, filter or delete unsolicited email, postings or messages.

When communicating directly with members of our team, you agree to be respectful and kind. If we feel that your behavior towards any of our team members is at any time threatening or offensive, we reserve the right to immediately terminate your access to our services.

You agree to be responsible for any damages resulting from your breach of this Agreement and reimburse us for all of costs, expenses and fees (including all attorney’s fees) arising from or relating to your breach.

Section 4 – Privacy and Protection of Personal Information.

Notwithstanding anything else to the contrary contained in this Agreement, Company’s collection, use, disclosure and sharing of any personally identifiable information you provide via the Site or use of our services shall be governed by our Privacy Policy, which is incorporated into and part of this Agreement. For further information regarding the Company’s protection of your personal information, please refer to our Privacy Policy.

By providing your customer’s personal information, such as their name and address, you represent and warrant that you are providing this information in compliance with all Federal, state and local laws and regulations, as well as your privacy policy.

Section 5 – Third Party Links.

Localli integrates with third-party services, including Shopify. By connecting your Localli account to a third-party service, you acknowledge and agree that you are consenting to the continuous release of information about you to and from these third-party services (in accordance with your privacy settings on those third-party services). If you do not want information about you to be shared in this manner, do not use this feature.

Through your use of the Service, you may be provided with hyperlinks to other Internet sites or resources, including hyperlinks provided by third-party advertisers and sponsors to the Service. We make no representation or warranty as to those sites and resources, or the advertising material presented by third-party advertisers and sponsors through the Service. You agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, goods or services available on or through any such site or resource.

You may link to the Site, unless notified otherwise in writing by the Company. However, You may not frame the Site in a manner that may cause confusion to Our customers, nor may You interfere or attempt to interfere in any way with the operation of the Site, including without limitation through data mining, the use of any robot, scraper or other automated device, or circumvention or attempted circumvention of any Site security features.

Section 6 – Intellectual Property. 

The information available through the Service is the property of the Company and is protected by copyright and other intellectual property laws. Information received through the Service may not be displayed, reformatted and printed or used for any commercial purpose whatsoever without the prior written consent of the Company. All copyrights and other intellectual property rights in the Site, including without limitation all written and graphical content included in the Site, are owned by the Company. The Localli logo, and any other marks used on the Site are trademarks of Localli, LLC. Such marks may not be used without the prior written consent of the Company. Any use of those marks, or any others displayed on the Site, will inure solely to the benefit of their respective owners. All rights reserved.

If you elect to submit to Company any essay or other works of authorship or comments, feedback, suggestions, ideas and other submissions in connection with your use of or otherwise relating to the Service, whether in writing or orally (collectively, “Submissions”), you agree in consideration of your use of the Service that Company may use such Submission (including reproduce, distribute, perform and display), modify such Submission, and act on such Submission (by executing on an idea, practicing a process, making, offering and selling a product, or creating further ideas, processes or products from or incorporating your Suggestion), in each case without owing any royalty or otherwise accounting to you, and you agree to not assert any right you may have in such Suggestion against Company or any party Company authorizes to act on the foregoing rights or any successor-in-interest to Company. You agree such rights may be exercised or further authorized anywhere in the world and will survive any termination of your account(s), the Service, or this Agreement. You represent and warrant that any Submissions are your original creations, that you have all rights to the Submissions, and that the Submissions do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights or privacy or publicity.

Section 7 – Fulfilment Policies and Requirements

7.1      Subscription payments for our Services are made once per month for a period of one month (“Subscription Period”). The monthly subscription fee is $3. During the Subscription Period the User may access the Services. At the end of your Subscription Period, your subscription will be automatically renewed for successive one-month periods until cancelled. If you do not wish to continue your subscription, you may terminate your subscription before your current subscription period ends. Subscription prices may change from time to time and by continuing to use Localli you agree to the price change.  

7.2      All accounts and proposed inventory must go through account verification and product approval. The Company, in its sole discretion may deny Services to You or refuse to accept any product. Certain products cannot be sold using Localli or must meet certain requirements (such as expiration dated or meltable goods) before they can be sold using Localli.

7.3      You are solely responsible for the cost of shipping your inventory to the fulfilment center located in the area that you wish to offer Localli delivery services to your customers.

7.4      Upon receiving your inventory, Localli will sort and process your inventory. You will be charged $20 for the first hour of sorting and processing for each shipment received. You will be charged $35 an hour for each hour after the first hour. Certain requirements, including requirements for labeling, packaging, and shipping inventory, must be met for inventory shipped to our fulfilment centers. Failure to meet these requirements will increase the time it takes for the company to sort and process the inventory and will therefore increase the fees charged to you. In the company’s sole discretion, the company may reject the inventory if you do not meet the receiving requirements.

7.5      There is a monthly storage charge for all inventory held at the Localli fulfilment centers. You will incur a $8 charge per month for each shelf occupied by your inventory. You will incur a $4 charge per month for each bin occupied by your inventory.  

7.6      Included in the cost of your subscription, Localli will pick and pack your inventory when a sale is made. The packaging will consist of plain boxes, transport bags, and tape.

7.7      Orders within 10 miles of a Localli fulfilment center are eligible for Localli delivery. When a customer selects Localli same day delivery, you will be charged a flat $12 fee for each order.

7.8      You are solely responsible for replacements, refunds, and returns. You are not eligible for a refund or partial refund, for inventory that is lost or damaged while it is under Localli’s control. In the event, inventory is lost in transit from the fulfillment center to the customer, Localli will deliver a replacement from your inventory at the fulfilment center and waive the $12 shipment charge. However, Localli will not be liable for the lost inventory or the replacement product.

7.9      By engaging our Service, you expressly acknowledge that Localli utilizes the services of third-party couriers. Localli shall not be responsible for any actions of the third-party couriers. You agree to accept the risk of loss while the inventory is under the control of the third-party courier.    

7.10    All Fees under this Agreement must be paid using a lawfully issued credit or debit card, or other valid payment method for which you have authorization to make a charge. The company reserves the right to block access to your Account until a valid credit or debit card has been provided to cover all charges incurred by you. You are solely responsible for any late payment charges, overdraft fees or other charges incurred by you as a result of your use of a credit or debit card to pay a subscription fee.

7.11    In the event, You want your inventory returned to You from the Localli fulfilment center, you can request removal using your account management page on our website or application. You are responsible for the costs of return shipping, which may require multiple shipments from multiple fulfillment centers.

Section 8 – Disclaimers; Limitations; Waivers of Liability.

8.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS, NOR ANYONE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICE (COLLECTIVELY, “LOCALLI PARTIES”) WARRANT THAT THE SERVICE, INCLUDING THE INFORMATION MADE AVAILABLE THROUGH THE SERVICE, WILL BE UNINTERRUPTED, UNCORRUPTED, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PAGES OR THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE FROM VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

8.2.   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LOCALLI PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST OR ANTICIPATED PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE LOCALLI PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE PARTIES INSTEAD AGREE THAT THE LOCALLI PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS.

8.3. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

Section 9 – Release.

You forever release, discharge, and covenant not to sue the Localli Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Localli Parties, or otherwise, in connection with use of the Service or through or as a result of the Service. In other words, you agree that you cannot sue the Localli Parties if anything happens to you, your personal information, any individual that you provide access to use the Service, or your property in connection with use of the Service or through or as a result of the Service. You agree that the provisions in this paragraph will survive any termination of your account(s), the Service, or this Agreement.

Section 10 – Indemnification.

You agree at all times to indemnify, defend and hold harmless the Localli Parties harmless from any claim, causes of action, damages, liabilities, demands, costs and expenses, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use or misuse of the Site or Services, your breach of this Agreement or the documents they incorporate by reference, your violation of any law or the rights of a third-party, or the consequences of any choices you make in reliance on or based on information on this site.

Section 11 – Governing Law and Dispute Resolution.

The laws applicable to the interpretation of this Agreement shall be the laws of the State of California, and applicable federal law, without regard to any conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, California. You also agree that, in the event any dispute or claim arises out of or relating to your use of the Site or the Services, that you and Company will attempt in good faith to negotiate a written resolution of the matter directly between the parties. You agree that if the matter remains unsettled for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, shall be resolved by final and binding arbitration in Santa Clara County, California under the rules of the American Arbitration Association then in effect. Should you file any arbitration claims, administrative or legal actions without first having attempted to resolve the matter by mediation, then you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them.

THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, YOU HEREBY AGREE THAT ANY DISPUTES RELATED TO YOUR USE OF OUR SERVICES SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.

Section 12 – Severability.

In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions. 

Section 13 – Miscellaneous.

(a) Company operates and controls the Service from its offices in the United States of America. Company makes no representation that the Service is appropriate or available in other locations. The information by the Company is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. (b) This Agreement is effective until terminated by either party. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from the Company if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in the Company’s sole discretion. (c) Neither the course of conduct between the parties nor trade practice will act to modify this Agreement to any party at any time without any notice to you. (d) You may not assign this Agreement without the Company’s prior written consent, which may be withheld in Company’s sole discretion, and any assignment without such consent shall be deemed null and void. Such anti-assignment provision shall not apply to any entity that has a right to assign its written agreement with the Company relating to the Service. (e) The section headings used in this Agreement are for convenience only and will not be given any legal import. (f) Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. (g) You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

Section 14 – Statute of Limitations.

You and Company both 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 Service or this Agreement (including the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause of action arose or will be forever barred.

Section 15 – Entire Agreement.

These Terms and Conditions and any policies or operating rules posted by us on this Site or in respect to the Service constitutes the entire Agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous Agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions). Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

Section 16 – Contact Information.

Questions about the Terms and Conditions should be sent to us using the contact us form available here: https://localli.io/terms