Terms & Conditions – Local Gold, LLC.
These Terms and Conditions (the “Terms and Conditions” or ‘Agreement’) are between (“Client”) and Local Gold, LLC (“Local Gold”), and govern the use of and participation in Local Gold’s suite of services (“service”).
1. DESCRIPTION OF SERVICE
Local Gold provides advertising, marketing & public relations services. These include but are not limited to: website development, graphic design, 3rd party podcast interviews, podcasts, video advertising, mobile application development, content writing, editing, press releases, social media posting, email marketing, search engine marketing and media buying.
2. LICENSE TERMS
Local Gold hereby grants Client a non-exclusive, non-transferable license to use the Local Gold technology for Permitted License Uses (listed below).
All other rights in and to the technology, including, without limitation, all copyright and other intellectual property rights relating to the technology, are retained by Local Gold.
3. PERMITTED LICENSE USES
(a) Technology can be licensed to power Client’s website.
(b) Technology can be licensed to power Client’s mobile applications.
(c) Technology can be licensed to power Client’s podcast.
(d) Technology can be licensed to record, edit & transcribe podcast interviews plus all interviews used to create unique content for Client.
(e) Technology can be licensed to conduct media buying services for Client.
4. AUTO RENEWAL
The Local Gold service will auto renew monthly after the 12 month term unless cancelled.
After the 12-month term is complete, there is a 30 day mutual out clause on this agreement. At that time either party reserves the right to cancel this agreement at any time for any reason. The monthly service will then stop within 30 days after the written cancellation notice.
Client retains ownership of all content created during services rendered.
If Client is licensing a Local Gold website and/or mobile application and wishes to terminate this agreement at any time after the 12-month term, client retains ownership of domain URL & all content. Website & mobile application technology remains the property of Local Gold and may not be transferred.
Client’s credit card will be charged monthly for the following month’s service.
8. NO RESALE OF SERVICE
The Local Gold service is intended for the Client’s business use only. Client agrees not to sell or resell for or any commercial purposes, any portion of the Local Gold service or technology.
Both the Client and Local Gold shall have the right in their sole discretion to refuse or reject the use of any Content that either party feels is objectionable. Social media networks, emails, blogs and other types of online content will be automatically generated on Client’s behalf each month without Client’s review. Should Client object to any content, Client may contact Local Gold to have such content removed.
Client agrees to evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
Client agrees to defend, indemnify and hold harmless Local Gold from and against any losses, damages, claims, actions or demands of any right of any person or entity (including reasonable legal fees & expenses) in connection with client’s use of the Local Gold service and technology.
This Agreement shall be governed by the laws of the state of New Jersey.
Any claim or controversy arising out of or related to this Agreement, or the products or services we provide and/or distribute shall be settled by binding arbitration in accordance with the rules of the state of New Jersey. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party.
If you have concerns relating to this Agreement, please contact the Local Gold Team at:
Local Gold, LLC
24 Merchants Way
Colts Neck, NJ 07722
13. BUSINESS ASSOCIATE AGREEMENT PURSUANT TO HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) of 1996.
Pursuant to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”) and in compliance with the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160, subpart A and part 164, subpart E, as amended from time to time (“Privacy Rule”), you hereby agree to (i) allow Local Gold access to your Protected Health Information (“PHI”) to conduct its Services; (ii) provide Local Gold in writing with any restrictions to the use or disclosure of any PHI and any changes in, or revocation of permission by any particular patient’s use or disclosure of PHI, if such changes affect Local Gold’s permitted or required uses and disclosures of such PHI; and (iii) request Local Gold to use or disclose PHI in any manner that would not be permissible under the Privacy Rule. You also hereby allow Local Gold to (i) use and disclose PHI to perform all functions, activities, or services for, to, or on your behalf for which Local Gold has been retained, provided that such uses or disclosures would not violate the Privacy Rule; (ii) use PHI for Local Gold’s proper management and administration or to carry out its legal responsibilities; (iii) disclose PHI for Local Gold’s proper management and administration or to carry out its legal responsibilities, provided such disclosures are required by law, or Local Gold obtains reasonable assurances from the recipient that the PHI will remain confidential and will only be used or further disclosed as required by law or for the purpose for which it was disclosed by Local Gold, and the recipient notifies Local Gold of any instances of which it is aware that the confidentiality of the PHI has been breached; and (iv) use or disclose PHI as otherwise required by law. Local Gold agrees to (i) not use or further disclose PHI other than as permitted or required by this Agreement or as required by law; (ii) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by this Agreement; (iii) report to you any use or disclosure of PHI not otherwise permitted by this Agreement of which Local Gold becomes aware; (iv) ensure that any agent, including a subcontractor, to whom Local Gold agrees to the same restrictions and conditions regarding PHI applicable to Local Gold under this Agreement; (v) provide, upon your written request, copies of PHI which is maintained by Local Gold within 10 business days of receiving the written request; (vi) make, within 30 days of receipt of a written request by you to amend the PHI, those amendments to PHI maintained by Local Gold required by the Privacy Rule; (vii) provide you (within 30 days of receipt of a written request by you), pursuant to a patient’s request, with an accounting of disclosures of PHI made by Local Gold for which you are obligated to provide an accounting to the patient under the Privacy Rule; and (viii) make its internal practices, books, and records relating to its use and disclosure of PHI available to the Secretary of the US Department of Health and Human Services (“HHS Secretary”) upon proper request of the Secretary (Local Gold shall notify you of any request received) and solely for the Secretary’s purpose of determining your compliance with the Privacy Rules.
14. TCPA COMPLIANCE & PRIOR CONSENT
It is Client’s responsibility to receive prior consent from Client’s patients that is TCPA compliant prior to using Local Gold’s communication technology platform.
The Telephone Consumer Protection Act (TCPA) is a federal law that regulates the way consumers are contacted by telephone, text message (SMS) and fax. These regulations include the automated text messages that are sent to Client’s patients through the Local Gold patient communications platform.
The TCPA requires that Client honors patient requests to opt-out of future telephone, fax, or SMS messages. The Local Gold patient communications system allows a patient to opt-out of text messages at any time by replying with the word STOP to any text message sent through the system.
For more information about your responsibilities under the TCPA, please visit the U.S. Federal Communications Commission website.
15. LEGAL DISCLAIMER – NOT LEGAL ADVICE
Please note that, while Local Gold is dedicated to helping Client stay compliant with HIPAA and TCPA regulations, the information Local Gold provides is not legal advice. Client is responsible to ensure the ongoing compliance of all patient communications. Local Gold encourages client to seek out competent legal counsel for specific direction and guidance.
If Client is concerned about compliance, Client may request any portion of Local Gold’s service to be paused at any time while Client seeks out competent legal counsel to review.
This Terms and Conditions constitute the entire agreement between Client and Local Gold with respect to the use of the Local Gold service, and supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter.
Client’s use of the Local Gold service will always be governed by the TERMS AND CONDITIONS in effect at the time of use.
These Terms & Conditions were last updated on July 27, 2016.