Terms of Service
Version 1.3, Last revised on: December 19, 2020
These terms require the use of arbitration (Section 13.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
1.1. Account Creation and Deletion. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site, which subject to Section 10 below, you acknowledge and agree will permanently delete your Account and all your User Content (defined below) from our databases. Company may suspend or terminate your Account in accordance with Section 10.
1.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2 . General Access to the Site
2.1. License and Use. Subject to these Terms and except as expressly stated herein, Company grants you a non-transferable, non-exclusive, revocable, limited license to: (a) use and access the Site solely for your own personal use; and (b) use our logo, Company name, copyright and trademarks solely to promote the features of the Site, including if you are a Creator, to promote your Benefits to your potential Community Members (as such terms are defined below). Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) and any license(s) granted to you hereunder with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
**2.2. Certain Restrictions. **The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site except as expressly stated herein; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; © you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
2.3. Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
2.4. Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
3 . User Content
3.1. User Content. “ User Content” means any and all information and content that a user submits to, or uses with, the Site including without limitation photographs, images, videos, likeness, appearance, voice, text, audio, full name, pseudonyms and any other audiovisual content, for example, in the user’s profile or content postings and/or submissions to the site. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Community Guidelines (available at https://locals.com/community-guidelines). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Community Guidelines. Although Company will make efforts to preserve your User Content, is not obligated to backup any User Content, and your User Content may be deleted. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2. Your License to Us. In part because you can submit User Content to the Site where it may be displayed to other users, you hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. In addition to the foregoing, you hereby grant to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to factually list your full name, pseudonyms, likeness, appearance, and/or logos on our website and marketing materials solely to indicate that you are a user of the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. The purpose of this License is to enable us to operate the Site and make your User Content available through the Site consistent with the Site’s intended features and functionality. We will never seek to “steal” your User Content or use your User Content in a manner that is inconsistent with your rights in your User Content.
4 . Using the Site as a Creator.
4.1. Definitions. You are a “ Creator” if you use the Site to offer paid membership subscriptions to other users of the Site in exchange for membership benefits, which may be facilitated through the Site (each user of the Site paying for such membership subscription, a “Community Member”). Said membership benefits may include, without limitation, access to content or information that is exclusive to your Community Members (collectively, “Creator Content”), the ability for your Community Members to send and receive messages directly to you and/or between themselves, and/or merchandise or other tangible items that you make available to your Community Members (collectively, “Benefits”). If you are using the Site as a Creator, then the provisions of this Section 4 apply to you and shall prevail in the event of any conflict with any other provisions of these Terms.
4.2. Payments and Fees. When you offer Benefits as a Creator through the Site, we facilitate payments made by your Community Members to you and may also assist in issues relating to payment disputes, fraud, and/or chargebacks. You hereby agree that all payments made by your Community Members through the Site will be collected and processed via Stripe, Inc., available at https://stripe.com (“Stripe”), and that in order to use the Site as a Creator you must: (a) create your own Stripe account; (b) agree to and abide by all of Stripe’s own legal terms and conditions; and © cooperate with us in order to properly integrate your Stripe account with the Site, as reasonably directed by us. Payments made by your Community Members will be deposited directly into your Stripe account in a timely manner after deduction of the following fees: (i) certain processing fees which are applied by Stripe, or which are applied by banks and/or other financial institutions not affiliated with us (collectively, “Processing Fees”); and (ii) the “Locals Platform Fee” which is 10% of all Subscription Fees received by Creator from their Community Members. You can review all Processing Fees and the applicable Locals Platform Fee within the ‘settings’ section of your Account. Notwithstanding anything to the contrary herein, we may hold or block certain payments in the event that these Terms (including any of our additional terms, guidelines, and rules) have been violated, for legal or tax compliance reasons (including if we suspect any fraudulent activity), or as otherwise required by Stripe or any applicable legal or regulatory authority. We can provide Content Moderation Services please contact Locals for more details.
4.3. Taxes. We do not manage, account for, or make any tax withholdings in connection with applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees, or charges, whether now in force or enacted in the future (collectively, “Taxes”), except that we may collect your tax identification information and report such information to the relevant tax authorities to the extent we are legally required to do so. To the maximum extent permitted by law (unless explicitly stated otherwise), all Processing Fees and the Locals Platform Fee are exclusive of any Taxes. You are responsible for payment of all Taxes relating to your use of the Site as a Creator. If we are obligated to pay or collect any Taxes that you have paid or will pay based on your use of the Site as a Creator, you agree that you are ultimately responsible for such Taxes and that we may collect the payment amount for such Taxes from you.
4.4. Other Restrictions. You may not use the Site or offer any Benefits which in any manner violate these Terms, including all of our additional terms, guidelines, and rules. Please read our Community Guidelines carefully, which are available at https://locals.com/community-guidelines, and our Data Processing Agreement which is available at https://locals.com/dpa. You are responsible for keeping the data and information of your Community Members secure and you acknowledge and agree that no person under the age of 18 is permitted to use the Site.
**4.5. Data ownership and Protection. **
Company may share relevant Community Member Data with Creator, as outlined in Company’s Data Processing Agreement, for the purpose of enabling Creator to provide Benefits to its Community Members.
Company and Creator acknowledge and agree that Creator’s provision of Benefits to Community Members may extend outside of the Services provided by Company and may continue after Creator has ceased to use Company’s Services.
Accordingly, Creator agrees that it shall continue to abide by any applicable Data Protection Legislation following the expiration or termination of the Locals Policies and/or this Agreement as they apply to Members.
Creator will not be required to delete or return to Company any Community Member Data in Creator’s possession following the expiration or termination of the Locals Policies and/or this Agreement as they apply to Creator unless such deletion or return is required by applicable Data Protection Legislation.
Company shall immediately inform Creator in writing if it becomes aware of a circumstance that would require the deletion or return of any Community Member Data.
4.6. Community Moderation by Creator. Creators in their sole determination may remove or modify any User Content, and/or request that Locals remove Community Members from their community.
5 . Using the Site as a Community Member.
5.1. Paid Membership Subscriptions. The Site allows you to receive certain Benefits from specific Creators in exchange for becoming a Community Member of that Creator through paid membership subscriptions offered by the Creator, (each, a “Paid Membership”). By signing up for a Paid Membership, you agree to pay the specified subscription fees (collectively, “Subscription Fees”) associated with such Paid Membership as indicated on the Site. Such Subscription Fees may be collected and processed via Stripe (https://stripe.com) and/or PayPal (https://www.paypal.com) (collectively, our “ Billing Service Providers”), which have their own legal terms. You will be required to provide us and/or our Billing Service Provider with information regarding your credit card or other payment method. You represent and warrant that such information is true and that you are authorized to use the payment method. Depending on the Paid Membership, there may be a one-time fee or recurring Subscription Fees. For recurring Subscription Fees, we will bill or charge you in regular automatically-renewing intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time either through the Site or by contacting the relevant support team. Subscription Fees may also be paid for using Locals Coins at the rates set by Locals at the time of initial subscription and subscription renewal. Please also review our policy for in app purchases in Section 12 (“ Mobile Applications”) below. In the event of any conflict between this Section 5.1 and Section 12, then Section 12 will prevail. You acknowledge and agree that in certain situations you may lose access to the Benefits offered by a Creator, including without limitation in the case you cancel your Paid Membership, your payment method(s) fail, a Creator decides to block your Account, or a Creator decides to delete his or her own Account on the Site.
5.2. Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all Subscription Fees are exclusive of applicable Taxes (defined above). You are responsible for payment of all applicable Taxes relating to your use of the Site, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Subscription Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes; for example, if you are located in the EU we may add VAT to the total charges for Subscriptions Fees.
5.3. Payment Failures. If your payment fails or if a Paid Membership is otherwise not paid for or paid for on time, the Creator may cancel or revoke your access to the Paid Membership through the Site. If you contact your bank or credit card company to decline or reverse the charge of Subscription Fees for a Paid Membership, we may revoke your access to the Site in general.
5.4. Automatic Renewal. To ensure uninterrupted service, payments for any recurring Paid Memberships are automatically renewed. This means that unless you cancel a Paid Membership before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable Subscription Fees (as well as any Taxes). By default, your Paid Memberships will be renewed for the same interval of time as your original subscription period. For example, if you purchase a one month subscription, you will be charged for each monthly subscription period thereafter. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. The date for the automatic renewal may be determined automatically based on the date of the original purchase and in such event cannot be changed.
**5.5. Cancelling Automatic Renewal. **You can manage and cancel your subscription for any Paid Membership either through the Site (under ‘manage subscription’ within ‘settings’) or by contacting the relevant support team.
**5.6. Fee Changes. **Creators may change their Subscription Fees at any time, or start charging Subscription Fees for Benefits that were previously free. When applicable, Creators may give you advance notice of the Subscription Fee changes. If you don’t agree with the Subscription Fee changes, you must cancel your subscription to the Paid Membership or you will be charged in accordance with the new Subscription Fees.
**5.7. Refunds. ** While you may cancel your Paid Memberships at any time, refunds are issued in the Creator’s sole discretion, unless otherwise required by applicable law.
6 . Indemnification.
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, © your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7 . Third-Party Links & Ads; Other Users
**7.1. Third-Party Links & Ads. **The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
7.2. Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, including without limitation any Benefits offered by Creators through any Paid Memberships, you acknowledge and agree that we are not responsible for any User Content, Benefits, or Paid Memberships, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, Benefits, or Paid Memberships. Your interactions with other Site users, whether Creators or Community Members, are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, whether a Creator or a Community Member, we are under no obligation to become involved.
7.3. Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
8 . Disclaimers
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9 . Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. Term and Termination.
Members may terminate at any time. Member shall pay in full for all Services up to and including the last day on which the Services are provided.
Subject to this Section, these Terms will remain in full force and effect while you use the Site as a Creator. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
Upon any termination, Company will make all Member Data available to Creator for electronic retrieval within ninety (90) days of such termination, but thereafter Company may delete stored Member Data. “Member Data” includes the email address, username, picture, and legal name of any Community Member of Creator, all Member Content that is made available by Member to Creator’s Community Members as a Benefit, and any non-public data provided by Member to Company to enable the provision of the Services.
Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.4, Section 3 and Sections 6 through 13. Creator agrees to allow Members to cancel future payments made by your Community Members to your Stripe account.
11. Copyright Policy.
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512©) must be provided to our designated Copyright Agent:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Company is: Steven Gages
Designated Agent: [email protected]
Address of Agent: 11271 Ventura Blvd, #512 Studio City, CA 91604 Telephone: 516 771 1891
Email: [email protected]
12. Mobile Applications.
**12.1. In App Purchases. **From time to time, we may offer products and services for purchase including the subscriptions for Locals Coins, (“in app purchases”) through iTunes, the Apple Store, Google Play, or other application platforms authorized by us (each, an “App Store”) via our mobile application (the “App”). If you choose to make a purchase through such application platforms, you will be prompted to enter details for your account with your selected App Store (your “App Store Account”), and your App Store Account will be charged for the in app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your App Store Account. Some App Stores may charge you sales tax, depending on where you live. If you purchase an auto-recurring periodic subscription through an in app purchase, your App Store Account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your App Store account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted our mobile application from your device. Deleting your account on the Site or deleting our mobile application from your device does not cancel your subscription; we will retain all funds charged to your App Store Account until you cancel your subscription through your App Store Account.
12.2. Apple Store Terms. If the App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms: (a) The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the App; and (b) If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ (the “Apple EULA Terms”) or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html (the “Apple App Store Terms”) as of the Effective Date, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply to the extent of such inconsistency or conflict.
12.3. Google Play Terms. If the App is provided to you through the Google Inc., Google Play store (Google Inc. together with all of its affiliates, “Google”), the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms: (a) You acknowledge that Google is not responsible for providing support services for the Apple; and (b) If any of the terms and conditions in these Terms are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html (the “Google EULA Terms”) as of the Effective Date, the terms and conditions of Google EULA Terms will apply to the extent of such inconsistency or conflict.
**13.1. Changes. **These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
**13.2. Claims. ** You may not bring a claim against the Company for suspending or terminating a Creator or Member account, and you agree you will not bring such a claim. If you try to bring such a claim, you are responsible for the damages caused, including attorneys fees and costs. These terms remain in effect even if you no longer have a Creator or Member account.
**13.3. Dispute Resolution. ** Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
**(a) Applicability of Arbitration Agreement. **All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
**(b) Notice Requirement and Informal Dispute Resolution. **Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ( “Notice” ) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 157 Columbus Avenue, 4th floor New York 10023, NY. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
© Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association ( “AAA” ), an established alternative dispute resolution provider ( “ADR Provider” ) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules ( “Arbitration Rules” ) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
**(d) Additional Rules for Non-Appearance Based Arbitration. **If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
**(g) Waiver of Jury Trial. **THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
**(h) Waiver of Class or Consolidated Actions. **ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CREATOR OR MEMBER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CREATOR OR MEMBER.
**(i) Confidentiality. **All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Miscellaneous. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with Company. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California, for such purpose, and waive any jurisdictional, venue, or inconvenient forum objections thereto.
13.3. Governing Law; Export. This Site is operated from the United States of America (“U.S.”). Company’s headquarters are located in Studio City, California. This Site is not intended for use in jurisdictions outside the U.S. Thus, your use of the Site is governed by and shall be construed in accordance with the laws of the State of California, U.S., without regard to its principles of conflicts of law. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF YOUR COUNTRY OF RESIDENCE (BUT EXCLUDING THE EUROPEAN UNION), YOU EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE TO REQUIRE THAT THESE TERMS AND YOUR USE OF THE SITE BE GOVERNED BY THE LAWS OF ANY COUNTRY OTHER THAN THE U.S. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
13.4. Disclosures. Company is located at the address in Section 13.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. Additionally, under California’s “Shine the Light” law, California residents who provide personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, once each calendar year, information about the Member information we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of Member information and the names and addresses of those businesses with which we shared Member information for the immediately preceding calendar year. To obtain this information, please send an e-mail message to [email protected] with “Request for California Privacy Information” in the subject line and in the body of your message. We will provide in response the requested information to you at your e-mail address. Please be aware that not all information sharing is covered by the “Shine the Light” requirements and only required information will be included in our response.
13.5. Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company to the contact addresses and/or phone numbers you provide to us in connection with your Account, including without limitation via automated emails, SMS text messages, cellular or telephone calls, and push notifications (if applicable); and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. You hereby acknowledge and agree that when using the Site we may use automatic SMS text messages or telephone dialing systems for communications with you concerning the Site and related promotion offers and further that standard text messaging and call charges will apply. IF YOU WOULD LIKE TO OPT OUT OF PROMOTIONAL EMAILS YOU MAY UNSUBCRIBE VIA THE LINKS PROVIDED IN SUCH EMAILS. IF YOU WOULD LIKE TO OPT OUT OF TEXT MESSAGES OR CALLS YOU MAY TEXT “STOP” FROM THE DEVICE RECEIVING SUCH COMMUNICATIONS TO THE SOURCE NUMBER OF SUCH COMMUNICATIONS AS YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL SMS TEXT MESSAGES OR PHONE CALLS AS A CONDITION OF USING THE SITE. IF YOU WOULD LIKE TO OPT OUT OF ALL COMMUNICATIONS FROM US, PLEASE CONTACT OUR CUSTOMER SUPPORT TEAM VIA THE CONTACT INFORMATION PROVIDED AT THE BOTTOM OF THESE TERMS, HOWEVER, YOU ACKNOWLEDGE THAT THIS MAY AFFECT YOUR ABILITY TO EFFECTIVELY USE THE SITE. The foregoing does not affect your non-waivable rights.
13.6. Entire Terms. These Terms constitute the entire agreement and supersede any and all prior agreements, arrangements and understandings between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles, summaries, and all “TL;DR” sections made available in (or in connection with) these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
**13.7. Copyright Trademark Information. **Copyright © 2020 Locals Technology, Inc. All rights reserved. All trademarks, logos and service marks (“ Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
13.8. Contact Information:
Name: Locals Technology, Inc.
Address: 157 Columbus Avenue, 4th floor New York 10023, NY
Email: [email protected]