Business Listing & Advertising
Subscription Agreement

These are the terms that govern paid listings (Featured, Premium, and Exclusive) on 32456 Live Local. Free listings are offered as-is and are not governed by this Agreement. By purchasing a paid listing you agree to these terms, including the automatic-renewal terms in Section 4 and the cancellation terms in Section 5.

This Business Listing & Advertising Subscription Agreement (the "Agreement") is entered into by and between Forgotten Coast Insurance Agency, LLC, a Florida limited liability company doing business as "32456 Live Local" ("Company," "we," "us," or "our"), and the business or individual identified on the Order Form attached as Schedule A (the "Owner," "you," or "your"). Company and Owner are each a "Party" and together the "Parties."

This Agreement takes effect on the date the last Party signs Schedule A or otherwise accepts this Agreement as described in Section 19 (the "Effective Date").

Background

Company operates 32456 Live Local, a web application (the "Platform") that helps residents and visitors of ZIP code 32456 and the surrounding Forgotten Coast region of Florida see which local businesses are open and find their hours, location, and contact information. Owner wishes to purchase a paid listing and advertising subscription for its business on the Platform, and Company wishes to provide it, on the terms below.

32456 Live Local is an advertising and listing platform, not a lead-generation service: it provides visibility and placement, not guaranteed customers, leads, or sales.

1. The Service

1.1 Listing. Subject to Owner's payment of the applicable Fees and compliance with this Agreement, Company will create and display Owner's Listing on the Platform at the selected Tier for the Term. The features included at each paid Tier are, generally:

• Featured — an owner-verified badge, verified business hours, priority placement above free listings, one business photo, a business description, and website and menu links.
• Premium — all Featured features, plus top-of-category placement when open, a swipeable photo gallery, a deal/coupon field, and social-media links.
• Exclusive — all Premium features, plus the single exclusive top placement in Owner's selected business category and town when open, and an exclusive badge, as further described in Section 2.

Company may refine, rename, add to, or improve Tier features over time.

1.2 Free listings. A no-cost "Free" listing is offered as-is and is not governed by this Agreement, which governs paid Tiers only.

1.3 Onboarding. For paid Tiers purchased before the Platform's self-service owner portal launches, Company will use commercially reasonable efforts to build Owner's initial Listing within five (5) business days after the later of (a) the Effective Date and (b) Company's receipt of the Owner Content and all information needed to build the Listing. Until the self-service portal is available, Owner may request changes to its Listing by email, text message, or the Platform's owner-signup or contact form, and Company will make reasonable requested updates within a commercially reasonable time.

1.4 Owner Cooperation. The accuracy and completeness of a Listing depend on the information Owner supplies. Owner is responsible for providing accurate business hours, contact details, and other information, and for promptly notifying Company of any changes.

1.5 Availability. Company may temporarily suspend or limit access to the Platform or any portion of it for maintenance, updates, upgrades, emergency repairs, security, or circumstances beyond its reasonable control. Company will use commercially reasonable efforts to limit disruption to paid Listings.

1.6 Automated tools. Company may use automated tools, including artificial intelligence, to help format, draft, translate, or prepare Listings. Owner remains responsible for reviewing and approving its Listing content, and the representations in Section 8 apply to that content regardless of how it was prepared.

2. Exclusive Placement

2.1 What it is. The Exclusive Tier grants Owner the exclusive top-of-category placement position (and the associated exclusive badge) for a single business category within a single town on the Platform, for the Term. Only one Exclusive subscription is sold per category-and-town combination at any given time.

2.2 What it is not. Exclusive placement is a placement and display benefit only. It does not (a) prevent other businesses — including competitors — from maintaining their own listings on the Platform; (b) restrict where or how Owner advertises off the Platform; (c) constitute an endorsement, recommendation, or ranking of Owner's business by Company on the merits; or (d) guarantee any particular number of views, clicks, calls, leads, customers, or sales.

2.3 Availability and renewal. Company may decline to offer, or may discontinue, an Exclusive position for any category-and-town combination that Company determines has insufficient demand or businesses. If, at renewal, more than one business seeks the same Exclusive position, Company may determine the renewal process in its sole discretion, including by competitive or sealed best offer, auction, waitlist, or other commercially reasonable method, to set the renewal price. In that case the then-current Exclusive Owner in good standing will have a right to match the highest qualifying offer and retain the position. Company will give the incumbent Owner reasonable notice and an opportunity to exercise that right before reassigning the position.

3. Fees, Payment, and Taxes

3.1 Fees. Owner will pay the Fees stated on the Order Form. Unless the Order Form says otherwise, subscription Fees are billed on an annual basis in advance.

3.2 Payment method; authorization to charge. Payments are processed through Company's third-party payment processor (currently Stripe). By providing a payment method and accepting this Agreement, Owner authorizes Company and its payment processor to store Owner's payment method and to charge it for the initial Fees and, unless and until Owner cancels as described in Section 5, for each renewal Term at the then-applicable price (see Section 4). Owner is responsible for keeping its payment method current.

3.3 Taxes. Fees are exclusive of any applicable sales, use, communications-services, or similar taxes. Owner is responsible for any such taxes imposed on the Fees, other than taxes based on Company's net income. Owner is solely responsible for all taxes arising from Owner's own business.

3.4 Late or failed payment. If a charge fails or Fees are not paid when due, Company may, after reasonable notice, suspend or downgrade Owner's Listing (for example, to a Free listing) until payment is received.

4. Term and Automatic Renewal

4.1 Initial Term. The initial term begins on the Effective Date (or on the date Owner's Listing goes live, if stated on the Order Form) and continues for twelve (12) months, unless a different term is stated on the Order Form (the "Initial Term"). The Initial Term and each Renewal Term are each a "Term."

4.3 Renewal reminder. Consistent with Florida's automatic-renewal law (Fla. Stat. § 501.165), for any Term of twelve months or longer that will automatically renew, Company will send Owner a written or electronic reminder — to the email address or phone number Owner provided — not less than 30 and not more than 60 days before the renewal/cancellation deadline. The reminder will state that the subscription will renew unless Owner cancels and will explain how to obtain the renewal terms and how to cancel.

4.4 Founding Member pricing. If Owner is a Founding Member, Owner's founding rate stated on Schedule A is locked and will not increase for the first three (3) years (the Initial Term plus the next two Renewal Terms), so long as the subscription remains continuously active and in good standing. After that three-year period the subscription continues to renew under Section 4.2, and Company may adjust the renewal Fee toward its then-current rates; however, so long as Owner remains a continuously active Founding Member, Owner's renewal Fee is intended to remain below Company's then-current standard (new-customer) rate for the same Tier. Company will disclose the applicable renewal price in the renewal reminder under Section 4.3 before any change takes effect, and if Owner does not wish to renew at the disclosed price, Owner may cancel under Section 5. This founding-rate protection does not apply to Exclusive placement, the renewal of which is governed by Section 2.3.

5. Cancellation

5.1 How to cancel. Owner may cancel this Agreement and stop future renewals at any time by contacting Company using the same type of method by which Owner accepted this Agreement, including by email to info@32456livelocal.com, by the cancellation/contact link Company provides, by the Platform's owner portal once available, or by phone/text to 850-323-5642. Company will not impose obstacles that are more burdensome than the method Owner used to subscribe.

5.2 Effect of cancellation. A timely cancellation stops the subscription from renewing. Cancellation is effective at the end of the then-current Term; Owner's paid Listing generally remains active through the end of the Term for which Owner has paid, after which the Listing may revert to a Free listing or be removed. Cancellation does not entitle Owner to a refund of Fees already paid for the current Term except as provided in Section 6 or as required by law.

6. Refunds

Except as expressly stated in this Agreement or required by applicable law, Fees are non-refundable and there are no refunds or credits for partial Terms, unused features, or downgrades. If Company fails to deliver the core features of Owner's paid Tier and does not cure the failure within a reasonable time after Owner provides written notice, Owner's sole remedy is a prorated refund of the Fees for the affected, unused portion of the then-current Term.

7. Owner Content and License

7.1 License to display. Owner grants Company a non-exclusive, worldwide, royalty-free license to host, store, reproduce, resize, crop, compress, optimize, reformat, display, and distribute the Owner Content on and in connection with the Platform and Company's promotion of the Platform, for the Term and for a reasonable wind-down period afterward. Company may crop, resize, compress, or optimize submitted images so they display properly on the Platform. Owner may revoke this license as to specific Owner Content by removing it or asking Company to remove it, subject to reasonable processing time.

7.2 Trademarks. Owner grants Company a limited license to use Owner's business name, logo, and trademarks solely to identify Owner and display Owner's Listing on the Platform. Company will not acquire any ownership of Owner's marks.

7.3 Ownership and rights. Owner retains ownership of Owner Content. Owner represents and warrants that it owns or has all rights, licenses, and permissions necessary to provide the Owner Content and to grant the licenses in this Section, and that the Owner Content does not infringe or violate the rights of any third party.

7.4 Copyright complaints. Company respects intellectual-property rights and will respond to valid notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (17 U.S.C. § 512). Company may remove content it believes in good faith to be infringing.

8. Owner Representations and Warranties

Owner represents and warrants that: (a) it is a lawfully operating business and, where applicable, holds the licenses and permits required for its business; (b) all information it provides is accurate and not misleading, and it will keep its business hours and information reasonably current; (c) any deals, offers, or coupons it submits are genuine and honored on their stated terms; (d) Owner Content is not false, deceptive, defamatory, obscene, discriminatory, or otherwise unlawful; and (e) Owner's entry into and performance of this Agreement does not violate any law or any agreement binding on Owner.

9. Acceptable Use and Content Standards

Company may review, edit for formatting, decline to publish, or remove any Owner Content or Listing that Company reasonably believes violates this Agreement, applicable law, or the Platform's content standards, or that could expose Company to liability. Company will use reasonable efforts to notify Owner of material removals affecting a paid Listing. Repeated or material violations are grounds for suspension or termination under Section 18.

10. Verification and Accuracy

The Platform displays business hours and information drawn in part from public sources and from Owners, and hours may change without notice. Company uses reasonable efforts to verify information for paid Tiers but does not guarantee that any listing information (including hours) is accurate, complete, or current, and Owner acknowledges that the Platform may direct users to "call ahead" or similar. Owner is responsible for the accuracy of its own Listing information. Company may add, withhold, or remove any "owner-verified" or other verification badge, or decline to verify, if Company reasonably determines that its verification standards are not, or are no longer, satisfied.

11. No Guarantee of Results

The paid Tiers provide advertising placement and display features. Company does not guarantee, and Owner is not purchasing, any specific result, including any particular number of impressions, views, clicks, calls, messages, leads, foot traffic, customers, reservations, or sales, or any search ranking or placement beyond the placement expressly described for Owner's Tier. Company makes no representation that the Platform will generate a positive return on Owner's investment.

12. Communications and Consent

12.1 Service communications. Owner consents to receive communications from Company by email, phone, and text message (SMS) at the contact points Owner provides, for purposes of onboarding, building and updating the Listing, billing, renewal reminders, and account and service notices. Message and data rates may apply.

12.2 Marketing. Company may send Owner occasional marketing messages about Platform features, promotions, and related offerings. Owner may opt out of marketing emails via the unsubscribe link (consistent with the CAN-SPAM Act) and out of marketing texts by replying STOP, without affecting non-marketing service communications.

13. Intellectual Property in the Platform

As between the Parties, Company owns all right, title, and interest in and to the Platform, including its software, design, compilation of listings, and content other than Owner Content. Company grants Owner no rights in the Platform except the right to have its Listing displayed as described in this Agreement.

14. Platform Role and Third-Party Content

The Platform hosts listings and content from many independent businesses. Company is a provider of an interactive computer service and is not the author of Owner Content or of other businesses' content; nothing in this Agreement makes Company responsible for content provided by Owner or by any third party (see 47 U.S.C. § 230). Owner is solely responsible for its own Listing and Owner Content.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY OWNER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Section limits Owner's obligation to pay Fees or either Party's indemnification obligations. Some limitations may not apply where prohibited by law.

17. Indemnification

Owner will defend, indemnify, and hold harmless Company and its members, managers, officers, employees, and agents from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to (a) Owner Content, (b) Owner's business, products, services, deals, or offers, (c) Owner's breach of this Agreement or its representations and warranties, or (d) Owner's violation of any law or third-party right.

18. Suspension and Termination

18.1 By Owner. Owner may stop future renewals by cancelling under Section 5.

18.2 By Company. Company may suspend or terminate a Listing or this Agreement (a) for Owner's material breach not cured within ten (10) days after notice; (b) immediately if required by law or to prevent harm or liability; (c) for non-payment under Section 3.4; or (d) at any time, for any reason or no reason, in Company's sole discretion, upon notice to Owner. If Company terminates a paid Listing under clause (d) without cause, Owner's sole remedy is a prorated refund of prepaid Fees for the unused portion of the then-current Term.

18.3 Effect. On termination, Owner's license rights and Listing end, except that Company may retain and continue to use archival copies and any Owner Content already incorporated into Platform promotional materials, and Sections that by their nature should survive (including 6, 7.3, 11, 14–17, 19, and 20) survive.

19. Electronic Records and Signatures

Owner agrees that this Agreement and related notices, disclosures, and renewal reminders may be provided and accepted electronically, and that Owner's electronic acceptance (including by signing Schedule A electronically, checking an acceptance box, clicking "I agree," or submitting payment) has the same legal effect as a handwritten signature, consistent with the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Florida Electronic Signature and Uniform Electronic Transaction Acts (Fla. Stat. § 668.50).

20. Governing Law, Venue, and Disputes

20.1 Governing law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and by applicable federal law.

20.2 Informal resolution. Before starting any formal proceeding, the Parties will try in good faith to resolve any dispute by contacting each other and negotiating for at least thirty (30) days.

20.3 Venue. Subject to Section 20.2, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Gulf County, Florida for any dispute arising out of or relating to this Agreement.

20.4 Jury-trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

20.5 Prevailing party. In any proceeding to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by law.

21. General

21.1 Independent parties; no other relationship. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, agency, or fiduciary relationship. For clarity, this Agreement concerns advertising and listing services only and does not involve, and Company is not providing to Owner, any insurance product, insurance advice, or brokerage service.

21.2 No consumer/insurance product. Owner acknowledges that the subscription is a business advertising service and not a "service contract," warranty, or insurance product.

21.3 Modifications. Company may update this Agreement or the Platform's features from time to time. Company will provide notice of material changes (for example, by email or through the Platform), and changes apply to renewals or take effect as stated in the notice. Owner's continued use after the effective date of a change constitutes acceptance; if Owner does not agree, Owner may cancel under Section 5.

21.4 Assignment. Owner may not assign this Agreement without Company's consent, except to a successor of Owner's business that assumes this Agreement. Company may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of assets.

21.5 Force majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control (including internet or hosting outages, natural disasters, hurricanes, and government action), except for payment obligations.

21.6 Notices. Notices to Owner may be sent to the email, phone, or address on the Order Form. Notices to Company must be sent to Forgotten Coast Insurance Agency, LLC, ATTN: 32456 Live Local, 102 N 26th St, Mexico Beach, FL 32456 and/or info@32456livelocal.com.

21.7 Entire agreement. This Agreement, including Schedule A and any Order Form, is the entire agreement between the Parties on its subject and supersedes prior discussions. If there is a conflict, the Order Form controls for business-specific terms (Tier, price, term) and this Agreement controls for all other terms.

21.8 Severability; waiver. If any provision is held unenforceable, the rest remains in effect and the provision will be enforced to the maximum extent permitted. A Party's failure to enforce a provision is not a waiver.

22. Definitions

"Listing" means the profile for Owner's business displayed on the Platform, including the fields, media, and placement made available at Owner's selected Tier.

"Tier" means the subscription level selected by Owner on Schedule A — Featured, Premium, or Exclusive (each a paid Tier).

"Order Form" means Schedule A (or any Company-provided online or written order, checkout page, or invoice) that identifies Owner's business, selected Tier, price, and term.

"Owner Content" means all information, text, business hours, descriptions, deals or offers, photographs, logos, trademarks, links, and other materials that Owner provides to Company or authorizes Company to display in the Listing.

"Founding Member" means an Owner that purchases a paid Tier during the founding-pricing period and is entitled to the founding rate stated on Schedule A, subject to Section 4.

"Fees" means the subscription fees and any other amounts stated on the Order Form.

"When open" means during the days and times a business is shown as open on the Platform based on the hours in its Listing. Placement benefits described as applying "when open" apply during those hours and may differ, or not apply, when the business is shown as closed.