Advertiser Agreement & Terms of Service

Last Updated: September 30, 2025

This Advertiser Agreement & Terms of Service (“Agreement”) is between Local Motion Endorsements LLC (“Local Motion,” “we,” “us,” “our”) and the entity or individual accepting it (“Advertiser,” “you,” “your”). This Agreement governs your access to and use of the Local Motion platform, including any mobile and web applications, dashboards, and related services (collectively, the “Platform”) to create and administer mileage-based advertising campaigns (“Campaigns”).

Acceptance: By creating an account, creating a Campaign, paying any fees, or otherwise using the Platform, you agree to this Agreement. If you accept on behalf of a company, you represent you have authority to bind that company.

Marketplace Role: Local Motion is a marketplace facilitator that connects advertisers with independent drivers. Drivers are not our employees, agents, or representatives, and we do not control where or when a Driver operates their vehicle.

1. Definitions

Campaign: A program created through the Platform with defined duration, target areas, driver slot count, eligibility parameters, and rates.
Driver Quota: The number of drivers you request for a Campaign (also referred to as “driver slots”).
Eligible Miles: Miles determined by the Platform as eligible under Driver eligibility rules and Campaign parameters.
Base Rate and Target Zone Rate: Per-mile rates applied to Eligible Miles based on whether miles occur in standard or premium target areas.
Decal & Shipping Costs: Upfront charges for producing and shipping Campaign ad materials (e.g., decals/magnets and required accessories) for driver slots.
Statement / Invoice: A monthly billing record reflecting Eligible Miles delivered and associated charges.
Quota Credit: A credit or refund of Decal & Shipping Costs for unfilled driver slots, issued after the First-Month Check described in Article 3.

2. Platform Access & Advertiser Obligations

Eligibility: You are a legally formed entity or authorized individual and will provide accurate business and billing information.
Account Security: You are responsible for maintaining confidentiality of login credentials and all activity on your account.
Compliance: You are responsible for your ad content and Campaign requirements and must comply with applicable advertising, consumer protection, IP, and other laws.
Prohibited Conduct: You will not misuse the Platform, attempt unauthorized access, interfere with tracking systems, attempt to manipulate mileage/eligibility, or use the Platform for unlawful or fraudulent activity.

3. Campaign Setup; Driver Quota; First-Month Quota Credit

Campaign Setup: You specify duration, target ZIPs/areas, and desired Driver Quota (number of driver slots). Campaign availability is subject to driver supply and eligibility.
Driver Supply Not Guaranteed: Driver enrollment depends on availability and eligibility. Local Motion does not guarantee the Driver Quota will be reached.
First-Month Quota Check: If the Driver Quota has not been reached by the end of the first month of the Campaign being active (the “First-Month Check”), Local Motion will automatically issue a credit or refund for the Decal & Shipping Costs associated with the unfilled driver slots as of the First-Month Check (the “Quota Credit”).
What the Quota Credit Covers: The Quota Credit applies only to Decal & Shipping Costs for unfilled slots. Mileage already delivered (Eligible Miles) and any other non-decal fees are not refundable.
Additional Drivers After a Quota Credit: If additional driver slots are filled after a Quota Credit is issued (including due to increased supply, Campaign extension, or any other Platform-approved change), Local Motion will automatically charge the corresponding Decal & Shipping Costs for those newly filled slots in the next billing cycle (or at the time shown in the Platform).
Modifications / Extensions: Changes to duration, quota, target areas, creative, or other Campaign parameters may require additional approvals and additional fees, as displayed in the Platform.

4. Rates, Billing, Autopay Authorization, and Payment Failures

Rates: Base Rate and Target Zone Rate are determined by Local Motion and presented in the Platform. Launching or continuing a Campaign constitutes acceptance of the then-current rates for that Campaign unless otherwise agreed in writing.
Monthly Mileage Billing (EOM): You pay for actual Eligible Miles delivered during each calendar month in which the Campaign is active; billed monthly (typically end-of-month or within a few business days thereafter).
Mileage Determinations: Eligibility and mileage calculation are determined by the Platform based on Driver tracking and anti-fraud controls. We may audit and adjust anomalous or suspicious mileage.
Autopay Authorization: You authorize Local Motion and/or our payment processors to automatically charge your saved payment method for (a) upfront Decal & Shipping Costs, (b) monthly mileage invoices, (c) Quota Credit re-billing (if applicable), (d) taxes, and (e) any other charges you approve through the Platform.
Upfront Decal/Shipping: Charged at Campaign creation; subject to the Quota Credit described in Article 3 for unfilled slots after the First-Month Check.
Disputes: Billing disputes must be submitted within 30 days of invoice issuance to support@drivewithlocalmotion.com. You must provide sufficient detail for review. Continued use of the Platform does not pause payment obligations unless required by law.
Payment Failures; Retries; Suspension: If a charge fails (insufficient funds, expired card, processor restriction, or other reason), we may retry charges and/or request an updated payment method. We may suspend Campaigns, pause driver participation tied to your Campaign, or restrict Platform features until amounts are paid. You remain responsible for all amounts due.
Taxes: You are responsible for applicable taxes. We may collect and remit taxes where required.

5. Ad Creative; IP; Content Standards

Your Creative: You are responsible for ad creative you provide (logos, text, images, claims, offers) and warrant you have all rights necessary to use it.
License to Use: You grant Local Motion a limited, worldwide, non-exclusive, royalty-free license to host, reproduce, display, and modify (for technical formatting only) your creative for the purpose of fulfilling and operating the Campaign.
Prohibited Content: No unlawful, deceptive, defamatory, or infringing content. No content that violates third-party rights or applicable advertising standards. We may reject or require changes to creative in our reasonable discretion.

6. Decal Fulfillment & Logistics

Fulfillment: Local Motion coordinates production and shipment of Campaign Ad Materials (including decals/magnets and any required accessories) to participating drivers.
Delivery Timing: Delivery timing is not guaranteed and may vary based on vendor capacity and shipping carriers. Delays do not create a refund right for mileage-based charges already delivered.
Ownership: Unless otherwise stated in the Platform, Ad Materials are produced for Campaign use. You remain responsible for your creative and claims regardless of where materials are displayed.
End of Campaign: Drivers may be instructed to remove Ad Materials at Campaign completion. Return is not expected unless explicitly arranged.

7. Data Usage, Restrictions, and Privacy

Campaign Analytics: We may provide campaign performance metrics (e.g., Eligible Miles totals, target-zone breakdowns, aggregated stats). Metrics may be estimated and are not a guarantee of outcomes.
No Driver Identification / Off-Platform Contact: You shall not attempt to identify, contact, solicit, employ, or contract with Drivers outside the Platform, and you will not attempt to de-anonymize any data.
Data Protection: You will comply with applicable privacy and data protection laws and will use Platform data only to administer your Campaign. You may not use Platform data for surveillance, competitive intelligence, or unrelated marketing.
Privacy Policies: Processing of personal information is subject to Local Motion’s applicable privacy policies. Where we disclose any Driver-related information to you, you agree to protect it, restrict access, and not retain it longer than needed for Campaign administration.

8. Performance Disclaimers

No ROI Guarantee: Local Motion does not guarantee impressions, leads, conversions, sales, or any particular performance outcome. The service is mileage-based only.
Driver Behavior: We do not control Driver routes or driving frequency. Mileage depends on Driver activity and eligibility rules.
Feature Changes: We may modify, suspend, or discontinue features at any time without liability, subject to applicable law.

9. Term, Termination, and Suspension

Term: This Agreement is effective upon acceptance and continues until terminated.
By Advertiser: You may terminate a Campaign through the Platform where available. Mileage already delivered and associated charges are not refundable.
By Local Motion: We may suspend or terminate your account or Campaigns for breach, nonpayment, fraud risk, legal or compliance risk, or misuse of the Platform.
Effect of Termination: Outstanding amounts remain due. You must stop using and delete Platform data except as required by law.

10. Indemnification; Limitation of Liability; Dispute Resolution

Indemnification: You will indemnify and hold harmless Local Motion and its affiliates from claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of (a) your ad content/claims, (b) your Campaign requirements, (c) your violation of law, or (d) your breach of this Agreement.
Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOCAL MOTION IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/DATA. OUR TOTAL LIABILITY IS LIMITED TO US$100 OR, IF GREATER, FEES PAID BY YOU TO LOCAL MOTION IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
Dispute Resolution; Arbitration: Any dispute will first be attempted to be resolved informally via support@drivewithlocalmotion.com. If not resolved, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules. Seat/venue: New York County, NY. The Federal Arbitration Act governs. Class/representative actions are waived to the maximum extent permitted by law.

11. Miscellaneous

Governing Law: New York law governs (conflict rules excluded), except that the arbitration agreement is governed by the Federal Arbitration Act.
Assignment: You may not assign without our consent; we may assign freely.
Notices: Notices to Local Motion: support@drivewithlocalmotion.com and (if required) by mail to [INSERT MAILING ADDRESS].
Severability; Waiver: If a provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. No waiver is a waiver of future breaches.
Entire Agreement: This Agreement, plus any terms presented in the Platform for specific Campaign features, constitutes the entire agreement regarding your use of the Platform for Campaigns.

Local Motion Endorsements LLC — Attn: Legal — [INSERT MAILING ADDRESS], New York, USA — support@drivewithlocalmotion.com