Last Updated: August 1st, 2018
WELCOME TO LOCALIE!
Localie, Inc., a Delaware Corporation (“Localie,” “we,” “us,” “our”), provides its services (described below) to you through its website located at localie.co (the “Site”, “Platform”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
The Service is an online platform that connects locals who have unique knowledge of and experience with a particular travel destination (“Providers”) with travelers seeking to receive any informational services related to such destinations or to be accompanied with a local during their trip to such a destination (“Travelers”). Through the Services, Providers may create and post profiles (“Profiles”) that provide information about the Provider’s knowledge and experience, and may make themselves available to offer certain services to Travelers at a particular destination (each such service, an “Experience”). Travelers may select Providers (or may request that Localie attempt to connect them to a Provider) to provide the Traveler with an Experience.
Neither Providers, nor Localie do not serve as professional or certified tourist guides and do not sell guided tours. The aim of the Platform is to link Travelers with Providers to let them get acquainted and spend the time together in the city as they’re good friends. Localie and Providers do not pretend to provide precise historical information or sell any touristic product. By accepting these Terms of Service, Traveler acknowledges that she or he pays only for the time of Provider, Experience and do not expect to get professional tourist guide service. Traveler pays also a service fee intended to Localie for using the Platform. This extra is included into Platform’s flat rates.
Localie makes available a platform for Travelers and Providers to meet online and arrange for Experiences. Localie is not an operator of tours, activities or Experiences, nor is it a provider of tours or activities, and Localie does not own, sell, resell, furnish, provide, manage and/or control any transportation or tour services.
Localie’s responsibilities are limited to: (i) facilitating the availability of the Services and Providers; (ii) serving as the limited agent of each Provider for the purpose of accepting payments from Travelers on behalf of the Provider; and (iii) in certain instances, booking lodging accommodations and/or flight tickets on behalf of Travelers as detailed below.
YOU UNDERSTAND AND AGREE THAT LOCALIE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND TRAVELERS, NOR IS LOCALIE AN AGENT OR INSURER. THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTIONS BETWEEN PROVIDERS AND TRAVELERS. LOCALIE CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY PROFILES AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY EXPERIENCES.
LOCALIE HAS NO CONTROL OVER THE CONDUCT OF PROVIDERS, TRAVELERS AND OTHER USERS OF THE SERVICES OR ANY EXPERIENCES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ACCORDINGLY, THE PLANNING OR PARTAKING OF ANY EXPERIENCES ARE AT THE PROVIDER’S AND/OR TRAVELER’S OWN RISK.
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Localie of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Localie will not be liable for any loss or damage arising from your failure to comply with this Section.
Localie reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Localie will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You acknowledge that Localie may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Localie’s servers on your behalf. You agree that Localie has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Localie reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Localie reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Service may includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Localie and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Localie account information to ensure that your messages are not sent to the person that acquires your old number.
As a Provider, you may create Profiles that showcase your experience, activities you can lead, and the type of Experiences you can help Travelers plan. Profiles will be made publicly available via the Services, and other Members may contact you based upon the information provided in your Profile. You acknowledge and agree that you are responsible for your Profiles and your own acts and omissions and are also responsible for the acts and omissions of any individuals who are present during the Experience at your request or invitation, excluding the Traveler (and the individuals the Traveler invites to the Experience, if applicable). You agree to comply with the Localie Provider Guidelines available at https://localie.co/info/become-localie. You understand and agree that Localie does not act as an insurer or as a contracting agent for you as a Provider. If a Traveler requests your expertise for an Experience and participates in your Experience, any agreement you enter into with such Traveler is between you and the Traveler and Localie is not a party thereto. Notwithstanding the foregoing, Localie serves as your limited authorized agent:
You are responsible for all other bookings, including without limitation on-the-ground arrangements, tours or experiences you host, restaurants and similar bookings.
You represent and warrant that your Profile and your planning of and/or guidance on any Experience:
Please note that Localie assumes no responsibility for any Provider’s or Traveler’s compliance with any applicable laws, rules and regulations. Localie reserves the right, at any time and without prior notice, to remove or disable access to any Profile for any reason, including Profiles that Localie, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services.
Localie recommends that Providers and Travelers obtain appropriate insurance for their Experiences. Please review any insurance policy that you may have for your Experience carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Travelers (and the individuals the Traveler invites to the Experience, if applicable) while participating in your Experience.
Localie does not endorse any Experiences. In addition, although these Terms require users to provide accurate information, we do not attempt to confirm, and do not confirm, any user’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Services. We will not be responsible for any damage or harm resulting from your interactions with other users. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular user or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Localie with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other users via the Services regarding any bookings or Experiences made by you. This limitation shall not apply to any claim by a Provider against Localie regarding (i) the remittance of payments received from a Traveler by Localie on behalf of a Provider or (ii) the failure of Localie to book a Localie Booking for which the Traveler provided accurate booking information, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.
If you are a Provider and a booking is requested for your Experience via the Services, you will be required to either confirm or reject the booking within the specified timeframe (which is generally within 12-24 hours of when the booking is requested, as determined by Localie in its sole discretion), the booking request will be automatically redirected to another Provider without a possibility of returning back to you.
When a booking is requested via the Services, we may share with you the first and last name of the Traveler who has requested the booking and their primary contact, for example Traveler’s Profile. We also provide comments and recommendations in regards to the Experience received from the Traveler.
We also attach a cost breakdown proposed for the Experience to the request.
The fees displayed in each booking are comprised of the:
The “Localie Friends” discount (“Discount”) may be applied to the Experience fee. The Discount is being set up by Provider - Localie does not subsidy the loss and applies standard Service Commission to such kind of payments. The Discount is being added to an Experience once Localie receives Provider’s confirmation by either e-mail or text message to Localie authorized personnel.
Where applicable, Taxes may be charged in addition to the Experience Fees. The Experience Fees and applicable Taxes are collectively referred to in these Terms as the “Total Fees”. Also, Localie deducts the “Service Commission” 9-24% out of Total Fees as the cost of using the Services by Provider (see section “Service Commission” for more details). The amounts due and payable to a Provider solely relating to a Provider’s Experience are the “Experience Fees”.
You may review the information provided in the request and if you find Experience Fee and conditions good, you may accept the request. Once request is accepted, you should communicate with the Traveler until both parties (you and Traveler) have finalized itinerary. During negotiation you’re allowed to change duration of Experience, list of Additional Services if both parties are agreed on that. Experience Fees will be changed relatively, based on the standards rates of the Platform. Once you and the Traveler have agreed on the Itinerary, you should send them the final proposed booking and price quoted for the Experience. Confirming this, Traveler performs a “Booking Confirmation”.
Please note that it is the Provider and not Localie which determines the Experience Fees. Localie will collect the Total Fees at the time of booking confirmation (i.e. when the Provider confirms the booking within the specified timeframe) and will initiate payment of the Experience Fees to the Provider within 72 hours of when the Traveler arrives at the applicable Experience (except to the extent that a refund is due to the Traveler). However, please note that we will not be responsible for delays in remitting Experience Fees, which can vary based on the bank, payment provider, currency, location, etc.
Be aware that in some instances it may take up to 30-60 days to receive funds as a result of bank and third-party payment provider process and regulations.
Providers are also responsible for estimating the costs of all Experience expenses, for informing Localie of the Localie Bookings along with the applicable contact and booking information, and for booking all other Experience related items. For Provider-booked Experience items, Providers will provide itemized invoice of all expenses and any other information reasonably requested by Localie.
In the event that actual prices for bookings have increased since the quoted price, Providers must contact the Traveler informing them of the price increase and requesting their permission to add the additional cost to the total fees charged to the Traveler.
Each Provider hereby appoints Localie as the Provider’s limited agent solely for the purpose of collecting payments made by Travelers on behalf of the Provider. Each Provider agrees that payment made by a Traveler to Localie shall be considered the same as a payment made directly to the Provider and the Provider will make the Experience available to Traveler in the agreed upon manner as if the Provider has received the payment. In accepting appointment as the limited authorized agent of the Provider, Localie assumes no liability for any acts or omissions of the Provider.
Please note that Localie does not currently charge fees for the creation of Profiles. However, you acknowledge and agree that Localie reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Profiles. Localie will provide notice of any such fees via the Services prior to implementing such fees.
Payment processing services for Providers on Localie are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to operate as a Provider on Localie, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Localie enabling payment processing services through Stripe, you agree to provide Localie accurate and complete information about you and your business, and you authorize Localie to share it and transaction information related to your use of the payment processing services provided by Stripe.
The Service Commission is treated as a reward that Provider pays to the Platform for usage of Services and assigning Localie as a limited authorized agent in terms of payments and bookings. The value of Service Commission may vary depending on activity of Provider on the Platform:
Localie reserves a right to change Service Commission on its own with an e-mail notice directed to the Traveler’s e-mail linked to their Localie account 10 days in advance to the date that this change is coming in effect.
Travelers that wish to request the assistance of a Provider via the Services should provide the necessary information to Localie regarding the Traveler’s desired experiences, preferences and budget. Localie will endeavor to match the Traveler with a Provider with experience in the Traveler’s desired areas, and will connect the Traveler with a Provider in the event Localie finds a match. Travelers may also directly contact Providers with a request. The Provider should propose an Experience itinerary after which the Traveler and the Provider should continue to communicate to finalize the itinerary. Once the itinerary is finalized, the Provider will either:
For trips, Localie is responsible for booking hotels and other lodging and accommodations that may be booked online (“Localie Bookings”); the Provider is responsible for all other bookings (“Provider Bookings”). As part of the Booking, Travelers may be required to enter into an agreement (including releases) with the Provider, and the Traveler agrees to accept any terms, conditions, rules and restrictions associated with the Experience imposed by the Provider. Traveler acknowledges and agrees that Localie is not a party to any agreement between the Traveler and Provider, and that, with the exception of its payment obligations and obligations related to Localie Bookings hereunder, Localie disclaims all liability arising from or related to any such agreements. Traveler acknowledges and agrees that, notwithstanding the fact that Localie is not a party to any agreements between Traveler and the Provider, Localie acts as the Provider’s payment agent for the limited purpose of accepting payments from Traveler on behalf of the Provider. Upon Traveler’s payment of amounts to Localie which are due to the Provider, Traveler’s payment obligation to the Provider for such amounts is extinguished, and Localie is responsible for remitting such amounts, less Localie’s fees and commissions, to the Provider. In the event that Localie does not remit any such amounts to a Provider, such Provider will have recourse only against Localie. However, please note that we will not be responsible for delays in remitting payment, which can vary based on the bank, payment provider, currency, location, etc. Be aware that in some instances it may take up to 30-60 days to receive funds as a result of bank and third-party payment provider process and regulations and Localie cannot be held liable for these delays.
Please note that the actual amount charged by third parties for various items in the Itinerary may differ from the price quoted in the Booking, as prices may fluctuate before each booking is confirmed. If the actual prices are higher than the Total Fees, the Provider will contact you to request your permission prior to booking.
These terms and conditions govern the Localie Traveler Refund Policy (the “Traveler Refund Policy”) available to Travelers who book and pay for an Experience by a Provider listed through the Localie platform (the “Site”) and suffer a Travel Issue and the obligations of the Provider associated with the Traveler Refund Policy.
“Travel Issue” means the following:
The Provider of the Experience (i) cancels a reservation within 24 hours before the scheduled start of the reservation, (ii) fails to arrive for the Experience within 20 minutes of the scheduled start time, or (iii) fails to provide the Traveler with the reasonable ability to access the Experience (e.g., by allowing the Traveler access to the space in which the Experience will happen or begin if applicable).
If you are a Traveler and suffer a Travel Issue, we agree, at our discretion, to either (i) reimburse you up to the amount paid by you through the Site, as determined by Localie in our discretion, depending on the nature of the Travel Issue suffered or (ii) use our reasonable efforts to find and book you another Experience which in our determination is reasonably comparable to the Experience described in your original reservation in terms of content and quality. For clarity, in the event the alternative Experience is of a higher price than the former, you may be responsible for any difference in price. In the event the alternative Experience is of a lower price, you may be entitled to a partial refund for the difference. All determinations of Localie with respect to the Traveler Refund Policy, including without limitation the size of any refund, shall be final and binding on the Travelers and Providers.
Only a Traveler may submit a claim for a Travel Issue. If you are a Traveler, in order to submit a valid claim for a Travel Issue and receive the benefits with respect to your reservation, you are required to meet each of the following conditions:
If you are a Provider, you are responsible for ensuring that the Experiences you list on the Site meet minimum quality standards regarding adequacy of the description on the Site, safety, health, and do not present a Traveler with Travel Issues. Throughout the Experience, Providers should be available in order to try, in good faith, to resolve Traveler issues.
If you are a Provider, and if (i) Localie determines that a Traveler has suffered a Travel Issue related to an Experience listed by you and (ii) Localie either reimburses that Traveler any amount up to the amount paid by the Traveler through the Site for the Experience or provides an alternative Experience to the Traveler, you agree to reimburse Localie up to the amount paid by Localie within 30 days of Localie’s request. All determinations of Localie with respect to the Traveler Refund Policy, including without limitation the size of any refund to the Traveler, shall be final and binding on the Travelers and Providers. You also agree that in order for you to reimburse Localie up to the amount paid by Localie, Localie may off-set or reduce any amounts owed by Localie to you by this amount. If the Traveler is rescheduled to an alternative Experience, you may lose part or all of the Experience Fee payment for the booking and you may be responsible for reasonable additional costs incurred to reschedule the Traveler to the alternative Experience.
The rights of the Travelers under the Traveler Refund Policy supersede the cancellation policy that otherwise applies to a particular Experience. If you dispute the Travel Issue you may notify us in writing ([email protected]) or via telephone and provide us with information (including evidence) disputing the claims regarding the Travel Issue, provided you must have used reasonable and good faith efforts to try to remedy the Travel Issue with the Traveler prior to disputing the Travel Issue claim (and you must provide evidence of having done so). You agree that all determinations of Localie with respect to the Travel Issue shall be final and binding on the Travelers and Guides regardless of your submission of a dispute against such Travel Issue. In the event of one or more Travel Issues, Localie, in its discretion, may elect to take additional actions. These actions include, but are not limited to, negatively affecting your listing ranking, automated reviews or notifications indicating Travel Issues, canceling future bookings, suspending or removing the listing of the Experience or imposing penalties or fees for the administrative burden associated with the Travel Issues.
(a) No Assignment/No Insurance. This Traveler Refund Policy is not intended to constitute an offer to insure, does not constitute insurance or an insurance contract, does not take the place of insurance obtained or obtainable by the Traveler, and the Traveler has not paid any premium in respect of the Traveler Refund Policy. The benefits provided under this Traveler Refund Policy are not assignable or transferable by you. (b) Modification or Termination. Localie reserves the right to modify or terminate this Traveler Refund Policy, at any time, in its sole discretion, and without prior notice. (c) If Localie modifies this Traveler Refund Policy, we will post the modification on the Site or provide you with notice of the modification and Localie will continue to process all claims for Travel Issues made prior to the effective date of the modification. (d) Entire Agreement and Definitions. This Traveler Refund Policy constitutes the entire and exclusive understanding and agreement between Localie and you regarding the Traveler Refund Policy and supersedes and replaces any and all prior oral or written understandings or agreements between Localie and you regarding the Traveler Refund Policy. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Localie Terms of Service. Controlling Law. This Traveler Refund Policy will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflict-of-law provisions. (e) Limitation of Liability. IN NO EVENT WILL LOCALIE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LOCALIE POLICY TERMS, EXCEED THE AMOUNT OF THE EXPERIENCE FEES COLLECTED BY LOCALIE FROM THE TRAVELER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT, BY POSTING A LISTING OR BOOKING AN EXPERIENCE OR OTHERWISE USING THE SITE, SERVICES AS A PROVIDER OR TRAVELER, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE POLICY TERMS.
You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Localie cannot and does not offer tax-related advice to any users of the Services. Additionally, please note that each Provider is responsible for determining local indirect taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes within Itineraries.
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Localie. Localie reserves the right to investigate and take appropriate legal action against anyone who, in Localie’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.
Localie offers Software applications that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms. With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Localie and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Localie, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of Localie, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Localie.
The Localie name and logos are trademarks and service marks of Localie (collectively the “Localie Trademarks”). Other Localie, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Localie. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Localie Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Localie Trademarks will inure to our exclusive benefit.
Under no circumstances will Localie be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Localie does not have a duty to pre-screen content, but that Localie and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Localie and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Localie, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Localie and its affiliated companies a non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Localie are non-confidential and Localie will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Localie may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Localie, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Localie has no control over such sites and resources and Localie is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Localie will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Localie is not liable for any loss or claim that you may have against any such third party.
In addition, Localie is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Localie is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Localie enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
You agree to release, indemnify and hold Localie and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOCALIE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LOCALIE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOCALIE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LOCALIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL LOCALIE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID LOCALIE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
At Localie’s or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Wilmington, Delaware before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms of Service. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms of Service and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms of Service, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
You agree that Localie, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Localie believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Localie may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Localie may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Localie will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Localie will have no liability or responsibility with respect thereto. Localie reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service constitute the entire agreement between you and Localie and govern your use of the Service, superseding any prior agreements between you and Localie with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Localie agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within State of Delaware. The failure of Localie to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Localie, but Localie may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Localie, Inc., 1-574-339-9171.
Please contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
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