Review draft dated September 15, 2026 (revision 2). Not for publication until bracketed commercial fields are approved and a licensed Florida attorney has completed the applicable legal review.
Effective date: [EFFECTIVE DATE]
Provider: LPR Audit LLC, a Florida limited liability company, registered in the United States, State of Florida, Florida document number [FLORIDA DOCUMENT NUMBER], registered address [STREET ADDRESS], Bonita Springs, Florida [ZIP], United States. Top Local Coupons is a brand operated by LPR Audit LLC. “We,” “us,” and “our” refer to that legal entity.
Contact: info@toplocalcoupons.com.
1 Agreement and scope
These terms govern a business's subscription to Top Local Coupons. “Merchant,” “you,” and “your” mean the business identified in the subscription order. A person accepting for a business confirms that they are authorized to bind it. Subscriptions are intended for business use; any mandatory rights that apply despite that classification are preserved.
Your agreement consists of these terms, the subscription details you expressly accept at checkout or in a signed order, and any expressly incorporated service schedule. We call that subscription record the “Order Confirmation.” It must identify your business, city or cities, included locations and features, price and currency, taxes, billing frequency, start date or launch condition, cancellation method, and any founding-rate entitlement.
An Order Confirmation overrides these general terms only on a matter it specifically addresses. Mandatory law prevails. A sales conversation or a City Partner's statement cannot vary the agreement unless we authorize the variation in writing; this does not exclude responsibility for a representation the law requires us to honor. We will provide a copy of the accepted terms and Order Confirmation that you can retain.
2 Service and merchant responsibilities
Subject to your plan, we provide merchant pages, coupon publishing and editing tools, and the other features specified in your Order Confirmation. These may include assisted drafting or artwork, hosted images, QR codes, short links, embeddable offers, and reporting. A proposed or demonstration feature is not a paid entitlement unless included in the order.
You remain the supplier and seller of your advertised goods and services. You set the offer, fulfill purchases, handle bookings and customer complaints, and meet applicable licensing, advertising, tax, safety, accessibility, and consumer obligations. Our standard subscription does not entitle us to a percentage of your sales at the register. Any different transaction service or sales-based fee requires a separate express agreement.
You must provide accurate business and location information, maintain required permissions, and update inaccurate or outdated offers promptly. You must not represent an unstaffed or unrelated address as a participating business location or claim a professional qualification you do not hold.
3 Accounts permissions and City Partners
Use contact information controlled by your business and keep it current. Where offered, sign-in uses one-time email or phone codes or another supported authentication method. Protect your account, verify staff permissions, and report suspected unauthorized access promptly. Do not give another person your sign-in code; use an authorized staff-access feature instead.
You are responsible for instructions issued by people you authorize, but are not automatically liable for an unauthorized action caused by our failure to meet our security obligations. We may verify business ownership or the authority of a person requesting access or changes.
We may appoint a local City Partner to support a city. A City Partner may receive a share of platform revenue under a separate agreement. This does not create a fee payable by you in addition to your agreed subscription or give you an ownership interest in the platform. A City Partner is not authorized to collect your sign-in codes, change your bank details, or approve charges outside our authorized processes.
4 Town launch and founding subscriptions
The launch offer currently described on our demonstration sales page is USD $149 per month for the first fifteen qualifying businesses in a town and USD $199 per month afterward. These figures become your contractual price only when confirmed in your accepted Order Confirmation. [CONFIRM THESE LIVE PRICES BEFORE PUBLICATION.]
Under that launch offer, a town opens after fifteen qualifying businesses have signed up and we notify them that paid service is ready. Merely joining an interest list does not authorize a charge. No subscription fee is charged before the town opens and your authorized service begins. You may withdraw a prelaunch request before activation without a subscription charge.
We will confirm founding eligibility in writing. [DEFINE WHETHER PLACES ARE RESERVED AT VERIFIED APPLICATION, SIGNED ORDER, OR ANOTHER CLEAR EVENT; WHETHER THE RATE COVERS ONE LOCATION; AND HOW DUPLICATE OR CANCELLED APPLICATIONS ARE HANDLED.]
A confirmed founding monthly rate continues while the qualifying subscription remains continuously active. The published promise must not be withdrawn through a general price-change clause. A deliberate cancellation may end eligibility as disclosed before acceptance. [CONFIRM ANY PAYMENT-FAILURE CURE PERIOD AND WHETHER REACTIVATION, OWNERSHIP TRANSFER, OR MOVING CITY PRESERVES THE RATE.] A brief payment-processing issue does not silently remove a founding entitlement contrary to the terms disclosed to you.
If a town does not open, no fee is due for unavailable service. We will communicate material launch changes; a changed launch condition that materially affects your order requires any consent required by law.
[POST-LAUNCH THRESHOLD TO CONFIRM: Specify whether fifteen businesses is only the initial opening threshold, or whether a later fall below fifteen can pause the town. If it can pause, state advance notice, treatment of paid service and refunds, founding-rate continuity, and the conditions for restarting charges.]
5 Fees automatic renewal and payment
Unless your Order Confirmation states otherwise, the subscription renews monthly at the stated price until cancelled. The first charge occurs only on the authorized start date, after any applicable town-launch condition is met. Your renewal date and billing amount will be shown in the confirmation and account.
Before collecting authorization, we will clearly disclose recurring charges, billing frequency, applicable taxes, any trial or discount conditions, and how to cancel. You authorize the disclosed recurring charges by expressly accepting them through the payment process. We will not treat silence, a marketing inquiry, or a prechecked box as your authorization to start a paid subscription.
You must use an authorized payment method and pay undisputed amounts properly due. Any taxes we must collect will be disclosed before payment. We will not impose an undisclosed platform surcharge or make a material price change retroactively.
We may change a nonprotected price for a future renewal after giving the notice required by law and a reasonable opportunity to cancel before the new charge. Founding-rate promises and other express price protections remain controlling. If your consent to a change is required, we will obtain it.
6 Cancellation refunds and billing disputes
You may cancel renewal at any time through the cancellation control in your account or by emailing info@toplocalcoupons.com from your account contact address. If you cannot access that address or the account, contact us for proportionate verification. We will not require a sales call or unnecessary retention steps to cancel. We will confirm the cancellation and its effective date.
Cancellation stops future renewal charges, and paid service remains available until the end of the period already paid for. There is no early-termination fee and no additional notice period. We do not refund an unused portion of a period already paid for merely because you cancel or stop using the service. This does not restrict statutory refund rights, refunds for our breach, or the correction of duplicate, erroneous, or unauthorized charges.
A cancellation received before renewal takes effect will stop that renewal. If a charge is taken after a timely effective cancellation, we will correct it and refund an amount not properly due. Contact us promptly about a billing error; nothing here shortens a statutory dispute period or restricts lawful payment-provider dispute rights.
If we discontinue your paid service for reasons other than your material breach before the paid period ends, we will refund the unused prepaid portion for that period. If a service failure gives you a remedy under law or your Order Confirmation, that remedy remains available.
7 Nonpayment suspension and the end of paid access
A failed renewal does not remove service time already paid for. If no valid renewal payment covers the next period, your paid publishing access and active platform coupons stop when the paid period ends, subject to any expressly agreed grace period. We may retry an authorized payment in accordance with the disclosed payment process and notify you of failure.
Billing and account-recovery access remain available where reasonably practicable. Payment restoration may restore eligible published offers, but it does not automatically reactivate expired, deliberately paused, withdrawn, or noncompliant coupons.
We may promptly restrict an account or offer to address fraud, security threats, unlawful material, payment reversal affecting entitlement, or a material breach. Where practicable, we will give reasons and a reasonable opportunity to correct a remediable breach. Urgent protective action may precede notice. You may ask us to review an error at info@toplocalcoupons.com.
On suspension or expiry, unavailable offers are removed from active discovery and their use through our systems is disabled. Public pages, short links, and widgets follow the applicable inactive-state policy. Historic availability, screenshots, printouts, and already-shared material cannot always be recalled. You must stop distributing a misleading active version and cooperate in correcting it.
Ending platform access does not release you from legally binding obligations to customers, accrued payment obligations, or any offer commitment you must honor under its accepted terms or applicable law.
8 Coupon accuracy approval and redemption
For each offer, supply the actual benefit, any substantiated comparison price, eligible goods or services, locations, validity dates and timezone, material exclusions, minimum spend, booking conditions, and redemption instructions. Clearly distinguish a discounted price from an amount off the price. Disclose usage and stock limits before a customer commits; do not introduce hidden material restrictions at redemption.
You must have authority to publish the offer and honor it according to its terms and applicable law. You may change or withdraw an offer prospectively, but cannot use an edit to remove rights already acquired by a customer. Keep appropriate records of approved terms and material changes.
Where redemption controls are available, you must choose the intended limits and train authorized staff to use them correctly. A scan, click, download, or printed coupon is not automatically a verified redemption or a sale. Do not fabricate redemptions or use multiple identities to manipulate performance reports. Identification requirements for a promotion must be proportionate, disclosed, and lawful.
We may reject, pause, or remove inaccurate, deceptive, unlawful, unsafe, infringing, or policy-violating offers. Do not publish fabricated reviews, misleading scarcity, unsupported results, unlawful discrimination, or regulated offers without the necessary authorization. Professional-service advertising must meet the rules applicable to that profession and location.
9 Assisted drafting artwork and uploaded materials
Automated or AI-assisted tools, where included, prepare drafts from your instructions and supplied facts. Output may contain mistakes and is not legal, medical, financial, or professional advice. Review the final text, numbers, dates, imagery, conditions, and suitability before approval and publication.
You retain responsibility for the offer you approve; we retain responsibility for our own conduct and obligations. Approval does not authorize us to change a material price, restriction, or other offer fact without a further authorized instruction. We do not guarantee that generated material is unique or that intellectual-property rights arise in every generated element.
Upload only material you own or are licensed to use for the contemplated publication and advertising. Do not supply sensitive customer data, confidential third-party information, or protected health information to a general drafting or image tool. Any external processing of personal information must be explained in the applicable privacy and processing arrangements.
10 Content ownership and operating license
You retain rights in your business name, logos, offer facts, artwork, and other supplied content. You grant us a nonexclusive, worldwide, royalty-free license to host, reproduce, resize, format, display, and distribute approved materials as reasonably necessary to deliver your subscribed pages, coupons, embeds, short-link destinations, and agreed promotion. We may permit service providers and authorized City Partners to use those materials only for those purposes.
We may make technical formatting changes that do not alter material offer terms. Use of your content for unrelated advertising, a separate public endorsement, or general-purpose model training is not authorized by this operating license alone.
The promotional license ends when the relevant service or authorization ends, subject to a reasonable wind-down of already-scheduled distribution and retention needed for legal records, dispute handling, security, or backups. We will stop controllable campaigns for unavailable offers promptly; retained records are not permission to keep advertising an expired offer as active.
We retain rights in the platform and its software. Your subscription gives you permission to use the included tools, not ownership of our domain, software, or another merchant's data.
11 QR codes short links and embeds
Where included, we assign a stable QR code or short link whose approved destination you can select from supported options, such as your merchant page, a coupon, or a verified website you control. You are responsible for checking the destination before printing and after changing it. Do not use the service for phishing, deceptive redirects, malware, or unauthorized third-party destinations.
An offer's expiry is separate from the lifespan of its QR code. A code can continue to resolve even though its previous offer is unavailable. We will not redirect your assigned business code to an unrelated competitor as a consequence of cancellation.
[POST-CANCELLATION QR POLICY TO CONFIRM: The demo advertises that the code never expires. Specify the duration of hosted redirection, permitted destination changes, any fee, and what happens if the platform closes. If ongoing redirection is promised, preserve a verified merchant-website fallback after paid coupon access ends. Do not publish a contradictory termination clause or treat the promise as covering only the image file.]
Use only our authorized embed code on websites you own or are authorized to manage. Do not hide material conditions, tamper with availability checks, or introduce undisclosed tracking. The widget may update or show an inactive state when its offer or subscription is inactive; it must not falsely display a withdrawn offer as redeemable. Your host website's own privacy, accessibility, and security obligations remain yours.
Destination updates and withdrawals are not guaranteed to propagate instantly through third-party caches or printed material. Any contractual timing commitment must be stated in your Order Confirmation. [CONFIRM THE DEMO'S APPROXIMATELY ONE-MINUTE UPDATE CLAIM AGAINST THE ACTUAL SERVICE.]
12 Promotion advertising and performance
For a town subscription sold with year-round pooled local advertising, we will provide a program of city promotion throughout the year while the contracted town service is active, as described in the accepted City Promotion Schedule. We may select individual campaign timing, formats, audiences, and channels, including Facebook, Instagram, TikTok, Google, and YouTube. Year-round promotion does not mean that every campaign runs continuously. We do not promise to use every channel, feature every offer in every campaign, or divide exposure equally among merchants unless expressly agreed.
[CITY PROMOTION SCHEDULE TO COMPLETE: The discussed allocation is 10% of city income. Define the revenue base, permitted deductions, allocation period, treatment of unspent funds, permitted campaign expenses, and reporting before selling this as a quantified commitment.]
A pooled advertising allocation is not a guaranteed amount of spending on your individual business. We will honor the campaign commitments we actually make. We do not guarantee a search ranking, continuous traffic volume, a minimum number of impressions, customer acquisition, sales, or return on investment. Third-party advertising platforms have their own rules and may reject or restrict campaigns.
Separate banner placements or additional campaigns require their own expressly accepted price and scope. Sponsored placements will be identified. You must not buy or request false reviews, artificial clicks, misleading endorsements, or links intended to manipulate search rankings.
13 Community contributions
Where a city subscription is promoted as supporting a local community initiative, the accepted Community Contribution Schedule will state the beneficiary or selection process, percentage or amount, calculation base, applicable dates, payment timing, and any cap or conditions. We will account separately for allocations and amounts actually paid.
[COMMUNITY CONTRIBUTION SCHEDULE TO COMPLETE: Up to 10% has been discussed, but the calculation base and exact allocation remain undecided. Align this schedule with the demo's reference to a local nonprofit and education. Do not publish an undefined percentage or use these terms to withdraw an advertised commitment.]
You are purchasing a business service, not making a direct charitable donation through the ordinary subscription payment. We do not promise a tax deduction for any community allocation. Scholarships or grants, if offered, have separate eligibility and selection rules. The subscription does not give you, a City Partner, or a customer a personal entitlement to community funds.
14 Analytics and customer information
Reports may distinguish page views, estimated unique visitors, offer interactions, outbound clicks, claims, and verified redemptions. “Unique” is an estimate under the stated measurement method and period, not proof of a unique person across all browsers or devices. Bot filtering, consent choices, blocked tracking, and reporting delays can affect results. Reports do not guarantee sales attribution.
Use customer information only for the purpose and lawful permissions under which it was collected. A person viewing or redeeming a coupon has not thereby agreed to unrelated email or SMS marketing. Do not sell or repurpose personal information contrary to your notices, permissions, or legal obligations.
Our Privacy Notice is at [PRIVACY NOTICE URL]. If either party processes personal information on the other's behalf, the necessary data-processing terms must be agreed before that processing begins. These subscription terms alone do not establish all controller/processor roles or authorize every proposed analytics integration.
15 Availability changes and disclaimer of warranties
We will use reasonable care and skill to provide the agreed service. Maintenance, technical failures, and third-party outages can occur. Unless an Order Confirmation includes a service level, we do not promise uninterrupted availability or a particular response time. This does not remove remedies required by law or an express service commitment.
Except for the obligation to provide the service with reasonable care and skill and any express service commitment in your Order Confirmation, and to the maximum extent permitted by law, the platform and all tools, features, analytics, generated materials, and QR and short-link facilities are provided on an “as is” and “as available” basis. We disclaim all other warranties and conditions, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. We do not warrant uninterrupted or error-free operation, the accuracy of analytics estimates, particular promotional results, search rankings, traffic, or specific business outcomes.
We may improve or change the platform, but will give reasonable advance notice of a material reduction in a paid core feature where practicable. If we stop providing the contracted service, the cancellation and refund provisions apply. We will not use a general change clause to remove a protected founding rate or an expressly promised continuing QR service.
[DATA EXIT POLICY TO CONFIRM: State an export window, supported format, deletion schedule, and legally required retention exceptions. The policy must match the implemented account and backup systems.]
16 Warranties indemnity and limitation of liability
Each party warrants that it has authority to enter this agreement. You warrant that you have the rights and permissions needed for your content and that your offers are accurate, lawful, and capable of fulfillment as advertised. We do not disclaim our obligation to perform with legally required care and skill.
You will indemnify and hold us and our officers, members, employees, and agents harmless, and will defend us at your expense if we request, against third-party claims, damages, liabilities, and reasonable defense costs to the extent caused by your unlawful, deceptive, or infringing offer, by content or material you supplied, by your breach of these terms or your merchant obligations, or by your violation of law or of the rights of a customer or other person. This does not cover loss to the extent caused by our own breach, negligence, unauthorized modification, or misconduct. We will notify you promptly of a claim, reasonably cooperate at your expense, and allow you to control the defense of claims solely for monetary damages; no settlement may admit fault by us, impose a nonmonetary obligation on us, or fail to fully release us without our prior written consent.
Subject to the exclusions below, each party's total aggregate liability arising out of or relating to this agreement is limited to the subscription fees you paid or owe for the affected service during the twelve months before the event giving rise to the claim. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential losses, or for lost profits, revenue, goodwill, anticipated savings, or business opportunity, however caused and whether or not foreseeable.
These limits do not apply to, and do not cap, your obligation to pay fees properly due, required refunds, your indemnification obligations under this agreement, either party's fraud or fraudulent misrepresentation, either party's deliberate misconduct, liability for death or personal injury caused by negligence that cannot lawfully be limited, or any other liability that cannot lawfully be excluded or limited.
Nothing prohibits honest reviews, protected disclosures, cooperation with regulators, or legally available billing disputes. Consumer or other mandatory protections that apply to a subscriber remain available despite a business-use designation.
17 Notices changes and disputes
Send service, cancellation, and legal enquiries to info@toplocalcoupons.com. We send material account and contractual notices to your recorded business contact using a durable format where required. Marketing preferences do not prevent essential contractual or security notices.
We may propose revised terms for future service periods with appropriate notice. A material change requiring affirmative consent will not take effect without it. Changes are not retroactive and do not extinguish accrued claims, protected rates, or other express continuing commitments.
Governing law: This agreement, and any dispute or claim arising out of or relating to it or to the service, are governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-laws rules.
Informal resolution: Please contact info@toplocalcoupons.com first so we can try to resolve a concern; this does not prevent urgent relief or a legally protected complaint.
Binding arbitration: Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Lee County, Florida. Judgment on the award may be entered in any court with jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act. Either party may instead bring an individual claim in a small-claims court with jurisdiction, and either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect intellectual-property rights or confidential information, or to address misuse of the service or nonpayment of fees.
Waiver of class and representative proceedings: To the maximum extent permitted by law, disputes will be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any class or representative proceeding.
Court venue: For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Lee County, Florida, subject to any mandatory right that cannot lawfully be displaced.
If a provision is unenforceable, the rest remains effective to the extent permitted by law. You may not transfer this agreement without our consent; we may assign or transfer it to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of assets, provided no permitted transfer deprives the other party of accrued rights, and any transfer remains subject to applicable law and necessary notices. A failure to enforce a provision once is not a waiver of future enforcement. Provisions intended by their nature to survive termination, including accrued payment obligations, permitted record retention, warranty, indemnity, and liability provisions, and dispute terms, survive to that extent.