Privacy Notice

for California

Residents

LAST UPDATED:
AUG 6, 2020

01. INTRODUCTION

Locals.org, Inc. (“we”, “us,” “our”) provides a mobile application LOCALS (the “App”) and a website located at http://www.locals.org (the “Website”) and the content available through the App, the Website, our emails, and our notifications, including but not limited to, all artwork, text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, and services (the “Content”). The App, the Website, together with the Content, tools, features, functionality, and other information and services including, without limitation, viral, embeddable or application/device-based features and related technology, accessed via the Internet, mobile or other device are collectively referred to as the “Service”.

02. Acceptance of Terms and Conditions (the “Terms”)

These Terms are a legal agreement between you and us and contain important information regarding your legal rights, remedies and obligations. By accessing and using the Service (or by clicking “I Accept” if presented with these Terms in a clock-through format), you: (i) acknowledge that you have read, understand, and agree to be legally bound by these Terms; (ii) agree to comply with all applicable laws, rules and regulations with respect to your use of the Service; and (iii) represent that you have the legal capacity to enter into contracts in the jurisdiction where you reside. Our Privacy Policy constitutes an integral part of these Terms and explains how we collect, use and protect information that we learn about you as a result of your interaction with us through the App. You can find our Privacy Policy here: https://locals.org/privacy. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Service.

If you do not accept these Terms or if you are
not authorized or eligible to be bound by them, you
may not download our App, and access and use
our Service. Your continued use of the App,
the Website, and the Service manifests your
acceptance of these Terms, as revised
from time to time.

NOTICE REGARDING DISPUTE RESOLUTION FOR THE U.S. USERS: THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING AN OBLIGATION TO ARBITRATE DISPUTES, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING ARBITRATION, UNLESS YOU OPT-OUT. UNLESS YOU OPT-OUT OF ARBITRATION: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF)
ON AN INDIVIDUAL BASIS.

03. Modifications

We may occasionally modify the Terms or the Privacy Policy. You can determine when the Terms or the Privacy Policy were last revised by referring to the “Last Updated” legend at the top of the page. If the changes include material changes that affect your rights or obligations, we will notify you in advance of the changes by reasonable means, which could include notification through the Service or via email. If you continue to use the Service after the changes become effective, then you agree to the revised Terms. You agree that these Terms shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with us, including but not limited to events, agreements, and conduct preceding your acceptance of these Terms.

04. Description of the Services

We offer the Services as a tool to offer special experiences (“Experiences”) to our users. Entry into one Experience is not entry for any other Experience. These Experiences are offered in two separate and unique ways.

The first, allows certain users (“Hosts”) to offer Experiences directly to users (“Hosted Experiences”). Users may request to participate in the Hosted Experiences after they create an account. No purchase, payment or other financial contribution is necessary to create an account or to request to participate in the Hosted Experience. You do not have to make a donation to request to participate in the Hosted Experience, but if you do, we give you entries as a “thank you.” The Host will select the winner(s). If a user is chosen to participate in a Hosted Experience, any donations made in connection with that user’s entry to participate, will be sent to our partner non-profit organization Make My Donation (“MDD”) and then later forwarded to the charity of the Host’s choice. Hosted Experiences may not be redeemed for cash or cash equivalents and are valid only for the experience identified in the Hosted Experience. Unless stated otherwise, all Hosted Experiences expire on the later of one year from the date of issue or the date required by applicable law and cannot be sold or traded or used to pay any tax, such as sales tax, shipping, handling or any value added service. Some Hosted Experiences may be offered in the form of a voucher, which must be redeemed prior to its expiration. We reserve the right to limit, change, or cancel any Hosted Experience or user entry, without prior notice, even after you have attempted to redeem the Hosted Experience or submitted your associated entry. We also may require additional verifications or other information prior to the acceptance of any winning entry. We are constantly evolving and improving the Services and many add or change features and offerings in the future.

From time to time, we may also sponsor special experiential opportunities (“Special Experiences”) traditionally otherwise unavailable to the general public in the form of a “Sweepstakes.” To enter the Sweepstakes, users may donate to the specific charity supported in the Sweepstakes or utilize our alternate free methods of entry. From the pool of participating users, one or more will be randomly selected to take part in the Special Experience. No purchase or donation is necessary to enter the Sweepstakes, and a purchase or donation will not improve your chances of being randomly selected to participate in the Special Experience. The Sweepstakes is void where prohibited by law. Entry into one Sweepstakes is not entry for any other Sweepstakes. In addition, if you are registering for or entering in a Sweepstakes, your participation is subject to our Official Sweepstakes Rules and Regulations and any other rules and regulations specifically applicable to such Sweepstakes or Special Experiences (collectively, “Rules”). In the case of a conflict or inconsistency between these Terms, and the Rules, the Rules will govern and be given precedence. See our Official Sweepstakes Rules and Regulations for more details.

The content and information posted by us about the Experiences may be used only for informational, personal, or other purposes authorized by us. By offering, accessing, entering, and using the Experiences, you represent and warrant that: (i) all information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; and (iii) your use of the Experiences does not violate any applicable law, rule, or regulation. By participating in an Experience, you agree that the Experience is legal in your jurisdiction, and will be undertaken only in a lawful manner, in accordance with all applicable laws, rules and regulations, and that you have the right to use any payment method that you provide to use. Use of and access to the Experiences is void where prohibited.

05. Eligibility to Use the App

If you want to donate in order to enter to participate in an Experience, you must first create an account. This process includes selecting a screen name and providing certain information about you. When creating an account, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) your use of the Service does not violate any applicable law or regulation or these Terms; (c) you have the legal capacity and you agree to comply with these Terms; and (d) you are at least 18 years of age.

Our App is not for persons under the age of 18, and we do not knowingly collect personal information from children under 18. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at [email protected]

By using the Service, you agree to receive certain communications, such as updates about the App, reminders, or a periodic email newsletter from us. You can opt-out of non-essential communications by emailing us at [email protected]

We reserve the right to suspend or terminate any user or
Host account and your use of the App and the Service.

06. Intellectual Property

The App contains trademarks and service marks owned by us or other third parties. Unless specifically noted that such trademarks or service marks belong to a third party, we own all trademarks and service marks displayed in the App, whether registered or unregistered, including but not limited to, the name LOCALS, our logo, our design patterns and our other graphics, the App and the Website trade dress, and other indicia of origin of LOCALS services. The use of our intellectual property is strictly prohibited, unless we have granted our prior written consent.

The Content of the App and the Website, including text, graphics, logos, button icons, images, data compilations, and any other works of authorship, both individually and as they are compiled on the App and the Website, and software used in the App and the Website, are the property of Locals.org, Inc. or third parties, and are protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. The Content includes both material owned or controlled by Locals.org, Inc. (“Locals Content”), and material owned or controlled by third parties and licensed to us, including User Content (as described below). Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. You agree to abide by all copyright notices, information, or restrictions contained in or attached to any of the Content.

07. License Grant

We hereby grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license to:

The Content of the App and the Website, including text, graphics, logos, button icons, images, data compilations, and any other works of authorship, both individually and as they are compiled on the App and the Website, and software used in the App and the Website, are the property of Locals.org, Inc. or third parties, and are protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. The Content includes both material owned or controlled by Locals.org, Inc. (“Locals Content”), and material owned or controlled by third parties and licensed to us, including User Content (as described below). Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. You agree to abide by all copyright notices, information, or restrictions contained in or attached to any of the Content.

(i) download and install the App, solely on one or more handheld mobile devices owned or controlled by you (collectively, a “Mobile Device”); and

(ii) access, stream, download, and use on such Mobile Device the Content and the Services made available in or otherwise accessible through the App, strictly in accordance with these Terms and solely for your personal, non-commercial purposes.

We are not responsible to ensure, and disclaim any responsibility for, your ability to open, use or view the Content we provide. As between you and us, we retain all right, title and interest in and to the Content (other than your own User Content), and all related intellectual property rights.

You acknowledge and agree that the App and the Website are provided under license, and not sold, to you. You do not acquire any ownership interest in the App or the Website under these Terms, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. We and our licensors reserve and shall retain our entire right, title, and interest in and to the App and the Website, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

08. User Content

As a user of the App and the Website (“User”), you may enter your data, post content, chat with our representative, publish, submit or transmit your comments, reviews, opinions, testimonials, and other content (“User Content”). We do not guarantee any confidentiality with respect to any User Content. You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant that:

(a) you own or have the necessary permissions to your User Content to enable use of the User Content in the manner contemplated by these Terms;

(b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content, will infringe, misappropriate or violate a third party’s patent, trademark, trade secret, copyright or other proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and

(c) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of such person.

For clarity, you retain all of your ownership rights in your User Content. By submitting your User Content to the App, you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licenseable and transferable license to (and to allow others acting on our behalf to) access, view, use, reproduce, adapt, modify, distribute, sell, stream, broadcast, prepare derivative works of, publicly display, publicly perform and otherwise exploit such User Content in connection with the Service and our business, including without limitation for promoting and redistributing part or all of the App (and derivative works thereof) in any and all media formats and through any and all media channels.

We neither endorse the content of your communications, postings or data, nor assume any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials or any crime facilitated by use of the App.

09. User Feedback

We are always happy to hear from our Users and are grateful for your comments and suggestions on how to improve our Service. The following policy applies to all third party submissions of ideas, comments, suggestions, improvements, proposals or materials: (a) all submissions are non-confidential and non-proprietary; (b) we will not be liable for any use or disclosure of any submission; and (c) we can use the submission for any purpose whatsoever, commercial or otherwise, without compensation to the submitting person.

10. Prohibited Activities

By accessing and using the App and the Website, you agree that you will not use the App, the Website, and the Service for any unlawful or prohibited purpose. You may not attempt, through any means, to gain unauthorized access to any part of the App, the Website or the Service, other account, computer system or network connected to our server. We reserve the right, in our sole and absolute discretion, to monitor any and all use of the App and the Website, and remove any User Content at any time.

Without limiting the foregoing, you will not use the App, the Website, and the Service to:

(a) post or otherwise transmit any User Content that (i) is unlawful, false, misleading, inaccurate, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or that encourages conduct that would be considered a criminal offense, give rise to civil liability, or is otherwise objectionable; (ii) depicts or advocates the use of illicit drugs; (iii) makes use of offensive language or images; (iv) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (v) poses or creates a privacy or security risk to any person; (vi) infringes any intellectual property or other proprietary rights of any party; (vii) are “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; (viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (ix) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose us or other users to any harm or liability of any type;

(b) violate any applicable local, state, national, international or other law or regulation, or any order of a court, including without limitation, rules about intellectual property rights, the Internet, technology, data, email or privacy;

(c) access the App, the Website, and the Content from territories where it is illegal or strictly prohibited;

(d) interfere with, disrupt or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

(e) use the Service to transmit, distribute, post or submit any information concerning any other person without their permission;

(f) harvest or collect email addresses or other contact information of other Users by electronic or other means without their consent;

(g) “stalk” or harass any other User or collect or store any information about any other User;

(h) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service;

(i) register for more than one user account or register for a user account on behalf of an individual other than yourself;

(j) transfer or sell your account and/or username to another party;

(k) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

(l) use automated scripts to access, search collect information or otherwise interact with the Service (including without limitation robots, spiders or scripts) or use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the App or the Content contained on any such web page for commercial use without our prior express written permission;

(m) other than with respect to your own User Content, (i) use, reproduce, duplicate, copy, sell, resell or exploit the Content; (ii) compile a collection of Content, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; or (iii) otherwise remove any text, copyright or other proprietary notices contained in the Content;

(n) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction;

(o) copy, modify, translate, or otherwise create derivative works of any part of the Service;

(p) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App or the Website, including any copy thereof;

(q) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason; or

(r)advocate, encourage, or assist any third party in doing any of the foregoing.

11. Third Parties

These Terms apply only to the App, the Website, and the Service. In using the Service, you may be exposed to content and information, for example, data, text, files, information, usernames, graphics, images, photographs, profiles, audio, video, messages, services or links, from other users or third parties such as producers (“Third-Party Content”), either in the App, the Website, or through links to third-party websites or mobile applications. Because we do not review, monitor, operate or control any such Third-Party Content, you acknowledge and agree that we are not responsible for the availability of such websites or mobile applications and do not endorse and are not responsible or liable, directly or indirectly, for any content, advertising, products, services or other materials on or available from such websites or mobile applications. We make no guarantees, representations or warranties as to, and shall have no liability for, any content delivered by any third party, including, without limitation, the accuracy or subject matter of any content, or the use of any personal information you provide to any such website. You acknowledge and agree that use of such links is entirely at your own risk. We may discontinue links to any other website or mobile application at any time and for any reason.

You acknowledge and agree that the availability of the App is dependent on the third party from which you received the App, e.g., the Apple iTunes App Store, and/or other app stores (an “App Store” or collectively, “App Stores”). You agree to pay all fees charged by the App Stores in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable agreements, terms of use/service, and other policies of the App Stores. You acknowledge that the App Stores (and their subsidiaries) are a third-party beneficiary of these Terms and will have the right to enforce these Terms.

12. Donation Terms

In addition to our alternate free methods of entry, each Experience allows you to support one or more causes by making a monetary donation via our Website. All donations to support any charity or cause are voluntary. Any donations made in connection with a user’s entry to participate in a Hosted Experience will be made through our partner non-profit organization Make My Donation (“MDD”) and then later forwarded to the charity of the Host’s choice. Any donations made in connection with a user’s entry to participate in a Sweepstakes/Special Experiences will be made through MDD and then forwarded to the specific charity or cause associated therein. We may also offer certain guaranteed perks and incentives (“Perks”) based on donations. Perks are not part of the Experience, Hosted Experience, or Sweepstakes/Special Experience; rather, they are provided based on donations.

If a User enters and wins an Experience, such User agrees to make a donation in the amount of the winning entry to the charity of choice of the Host or the specific charity or cause associated with the Sweepstakes/Special Experience. All donations made by U.S. users through the Website are tax-deductible to the extent allowed by law. The amount of the donation that is deductible for U.S. federal income tax purposes may be limited to the excess of the amount contributed over the value of goods or services provided. If you have any questions regarding your tax obligations, you should consult with your own tax advisor. In the event that you need a duplicate or replacement receipt for tax purposes, you can contact [email protected]

All donations are non-refundable. If you have made a donation but the Host cancels the experience or the Host’s account was terminated by us prior to the consummation of the experience, you will not receive a refund.

13. Disclaimer of Warranties

THE APP, THE WEBSITE, AND THE SERVICE ARE PROVIDED ON “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LOCALS.ORG, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR APP, THE WEBSITE, AND THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE SERVICE YOU OBTAIN THROUGH OUR APP WILL MEET YOUR EXPECTATIONS AND REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, WILL BE OF A CERTAIN QUALITY, THAT DEFECTS WILL BE CORRECTED, THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APP OR THE TECHNOLOGY THAT MAKES IT AVAILABLE ARE IMMUNE TO HACKER ACTIVITY, ELECTRONIC OR NON-ELECTRONIC TAMPERING, COMPUTER CRIME OR THEFT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP AND THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE. WE MAKE NO WARRANTY AS TO THE RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE APP, THE WEBSITE, OR THE SERVICE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE REPLYING ON IT. WE MAKE NO GUARANTEES CONCERNING THE LEVEL OF SUCCESS YOU MAY EXPERIENCE, AND YOU ACCEPT THE RISK THAT RESULTS MAY DIFFER FROM WHAT YOU EXPECTED.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE INFORMATION POSTED BY USERS IN THE APP AND THAT WE DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON THE USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF THE USERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES, AND ASSUME NO LIABILITY, AS TO THE CONDUCT OF THE USERS, ON OR OFF THE SERVICE.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

14. Limitation of Liability

IN NO EVENT SHALL LOCALS.ORG, INC. (FOR PURPOSES OF THIS SECTION, “LOCALS.ORG, INC.” INCLUDES ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, EQUITY HOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS, AND REPRESENTATIVES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE APP OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OF INFORMATION THROUGH THE APP, PERSONAL INJURY, PROPERTY INJURY, BODILY INJURY OR EMOTIONAL DISTRESS, LOST PROFITS, LOSS OF GOODWILL, YOUR INABILITY TO USE THE OFFERS, COMPUTER VIRUS, OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR MISUSE OF ANY RECORD OR DATA. WE DO NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT ANY POSTED EXPERIENCE OR OTHER CONTENT ON THE SERVICE, OR FOR ANY OUTCOME OF ANY INTERACTION (ONLINE OR OFFLINE) RESULTING FROM THE POSTED CONTENT. THE COMPANY DISCLAIMS ANY LIABILITY FOR LOSS IN CONNECTION WITH THE CONTENT PROVIDED ON THE SERVICE. YOU ARE ADVISED TO EXERCISE GOOD JUDGMENT AND CAUTION WHEN ACTING ON THE INFORMATION AVAILABLE THROUGH THE SERVICE.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE APP, THE WEBSITE, OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF $100. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE APP, THE WEBSITE OR THE SERVICE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE APP, THE WEBSITE, AND THE SERVICE.

Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

15. Release

To the fullest extent permitted by law, you release us, our parent entity and subsidiaries and affiliated companies, and their respective officers, employees, directors, contractors and agents from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following: (i) your use of the App and the Service; (ii) disputes between Users, including those between you and other Users; (iii) User Content or Third Party Content; (iv) claims relating to the unauthorized access to any data communications or content stored under or relating to your account, including unauthorized use or alteration of such communications or your User Content.

If you are a California resident you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

16. Indemnification

You agree to defend, indemnify and hold harmless Locals.org, Inc., our parent entity, subsidiaries and affiliated companies, and their respective officers, employees, directors, contractors and agents, from and against any and all claims, causes of actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees) and all amounts paid in settlement arising out of, connected with, or accruing from (a) your access to and use of the App, the Website, the Service and the Content; (b) your violation of these Terms, (c) your violation of any applicable law; (d) your User Content, or (e) your interaction with any other User. We may assume the exclusive defense and control of any matter for which you have agreed to indemnify us and you agree to assist and cooperate with us in the defense or settlement of any such matters.

17. English Language

In the event of a conflict between these Terms and a foreign language version of these Terms,
the English language version will govern. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

18. International Use

The App, the Website and the Service are operated by us in the United States. We do not represent or warrant that the App, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access and download the App and access the Service from locations outside the United States do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations, including laws regulating the export of data. We may limit the availability of the App, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion. Accessing and downloading the App is prohibited from territories where the App’s Content is illegal.

You represent and warrant that you are in compliance with all laws, restrictions and regulations administered by the Office of Foreign Assets Control (“OFAC”) or any other Governmental Entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), entities and persons (collectively, “Embargoed Targets”). You represent and warrant that you are not an Embargoed Target or otherwise subject to any Economic Sanctions Law. You agree to comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, you agree not to (a) directly or indirectly export, re-export, transship or otherwise deliver any products, services, technology or information of any portion thereof to an Embargoed Target or (b) broker or otherwise facilitate any transaction in violation of any Economic Sanctions Laws.

19. Right to Discontinue Services; Termination

We may, in our sole discretion and without liability to you or to any third party, with or without cause, with or without notice, suspend or discontinue, temporarily or permanently, the App, the Website, and the Service (or any part thereof) and suspend or terminate your account. Termination may result in the forfeiture and destruction of all information associated with your account. We may retain your account information after you terminate in accordance with our regulatory, accounting, and legal compliance procedures.

YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR TERMINATION OF YOUR ACCESS TO THE APP, THE WEBSITE, OR THE SERVICE, DELETING OF YOUR ACCOUNT OR YOUR USER CONTENT.

You may cancel your account at any time and cancellation will take effect immediately by emailing us at [email protected]. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

20. Copyright Notice Policy

A. Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the App infringe your copyright, you may request removal of those materials (or access to them) from the App by submitting a written notification to our Copyright Agent at the address or email listed in Part C below. Please note that if you knowingly materially misrepresent that certain material or activity on the App is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA,
your DMCA Notice may not be effective.

B. Counter-Notice by Accused Member

If you are a User and we have taken down your User Content due to suspicion of copyright infringement, you may dispute the alleged infringement by sending a written communication
(a “Counter-Notice”) to our Copyright Agent, at the email listed in Part C below.
The Counter-Notice must include the following information:

Remember that even though we process DMCA Notice and the Counter-Notice, we do not adjudicate these disputes. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

C. Agent for Notices

Please send all notices required by this policy to our Copyright Agent at:

Copyright Agent

c/o Locals.org, Inc.

Email address: [email protected]

D. Information for the Users

If your User Content is subject to the DMCA Notice, you will receive a notification from us explaining the status of your User Content and the next steps. Any material that is subject to the DMCA Notice will be removed until the dispute is resolved or the DMCA process is complete.

E. Termination of Repeat Infringers

In appropriate circumstances, we will
terminate the accounts of Users who are
repeat copyright infringers.

F. Revision of Policy

We may revise this policy at any time, including
by posting a new version on our website.

21. No Legal Advice

Nothing contained in these Terms or the Service constitutes legal advice. If you have any questions regarding your legal rights and legal obligations, you should consult with your attorney.

22. Statute of Limitations

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the App, the Website, the Content, the Service, these Terms and/or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.

23. BINDING ARBITRATION AGREEMENT AND CLASS
WAIVER DISCLOSURE
(U.S. USERS ONLY)

Agreement to Arbitration; Class Waiver:

You and we agree, except as provided below regarding small claims court proceedings, any dispute, claim or controversy arising out of or relating in any way to the App, the Service and the Content, including, but not limited to, our Privacy Policy and/or our privacy practices generally, these Terms, and this Arbitration Agreement, shall be determined by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE TERMS, AND THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This arbitration provision shall survive termination of these Terms.

Pre-Filing Mediation. In the event of a dispute, prior to initiating arbitration, the party asserting the claim must first send to the other, by overnight courier, a written Notice of Claim (“Notice”). If you are the claimant, the Notice to Us must be addressed to: Locals.org, Inc, 8 The Green, Suite #10745, Dover, DE 19901 or by emailing [email protected] If we are the claimant, the Notice must be sent to the address we have on file for you in your Account. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. Following receipt of the Notice, each party agrees to negotiate with the other in good faith about the claim. If the claim is not resolved to the satisfaction of the claimant within sixty (60) days after Notice is provided, the claimant may pursue the claim in arbitration or file a claim in small claims court, as appropriate.

Additional Arbitration Provisions:

(a) Settlement Offers: During the arbitration, the amount of any settlement offer made by you or Us shall not be disclosed to the arbitrator.

(b) Initiating A Claim: The form required to initiate an arbitration can be printed or downloaded from www.adr.org. Alternatively, you may contact the arbitration administrator by calling 1-800-778-7879 or writing to the American Arbitration Association, 120 Broadway, Floor 21, New York, NY 10271.

(c) Fees for Initiating Arbitration: If you are required to pay a filing fee to initiate arbitration, after We receive notice of the initiation of arbitration, We will promptly reimburse you for your payment of the filing fee at the address provided in the Notice, unless your claim is for greater than US$10,000.

(d) Applicable Rules; Administrator: The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or writing to the American Arbitration Association, 120 Broadway, Floor 21, New York, NY 10271. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Arbitration Agreement.

(e) Location of Hearing: Unless you and We agree otherwise, any arbitration hearings will take place in New York, New York. If your claim is for US$10,000 or less, we agree you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based.

(f) Class Waiver: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and We agree otherwise, the arbitrator may not consolidate the claims of more than one party, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable as applied to any claim asserted by any individual, then the entirety of the arbitration provision set forth herein shall be null and void.

(g) Injunctive Relief Limitation: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim.

(h) Small Claims Procedure Alternative: Notwithstanding the foregoing binding arbitration procedure, either party may bring an individual action in small claims court (provided the claim otherwise qualifies for such a program) as an alternative to proceeding with arbitration.

Opt-Out Provision. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO USE, THE SERVICE BY WRITING TO [email protected] OR TO THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THESE TERMS.

24. Miscellaneous

(a) Reservation of Rights. We reserve all rights not expressly granted by these Terms.

(b) Material Terms. You acknowledge and agree that the binding arbitration agreement and the class action waiver, as well as warranty disclaimers and liability and remedy limitations in these Terms are material terms of these Terms and that they have been taken into account in the decision by us to provide the App.

(c) Severability. If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that term or provision will be deemed modified to the extent necessary to render such term or provision enforceable, and the terms and conditions hereunder will be construed and enforced accordingly, preserving to the fullest permissible extent the intent of these Terms.

(d) Governing Law. This Agreement, and all claims and causes of action in connection with, arising under or relating to the subject matter of these terms and conditions, in the broadest possible way, including tort claims (the “Claims”), shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles. To the extent applicable, the parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. The choice of law designated herein shall apply to all factual and legal issues relating to or arising under the contract, and shall survive termination of this Agreement.

Further, except as provided in the paragraph below, you and the Company agree to the jurisdiction of Delaware to resolve any Claims that relate to or arise in connection with the Agreement and that are not subject to mandatory arbitration under Section 23.

If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the App and the Website from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs: If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.

(e) Assignment; Waiver. You may not transfer, assign or delegate any of your rights, obligations or privileges hereunder; we may do so at any time. Any assignment of the foregoing other than as provided for in this section shall be null and void. We may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

(f) Complete Agreement. These Terms, including any references mentioned and incorporated herein, together with such changes as may be subsequently made by us, constitute the complete agreement between you and us, our subsidiaries, affiliated companies, licensors, and those third parties assisting in the operation of the App with respect to the subject matter of these Terms and supersedes all prior agreements and understandings, written or oral. These Terms may not be amended by the Users. These Terms supersede any previous quotations, correspondence, or other communications, written or oral, between you and us. In no event shall we be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside of our reasonable control.

(g) Electronic Communications. All information communicated as part of the Service is considered an electronic communication. When you communicate with us through the App or via other forms of electronic media, such as email, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You further acknowledge and agree that by clicking on a button labeled “SUBMIT”, “CONTINUE”, “REGISTER”, “I AGREE” or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE.

25. Questions about
Our Terms of Use

If you have any questions or concerns regarding these Terms,
you may contact us by email at [email protected]

I HAVE READ THESE TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.