These terms and conditions (the "Terms") govern your access to and use of Localess'websites and mobile applications that link to or reference these Terms ("Site").By accessing or using the Site, you are agreeing to these Terms and concluding alegally binding contract with Localess. Do not access or use the Site if you areunwilling or unable to be bound by the Terms.
1.DEFINITIONS
1.Parties
"You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses,browses, crawls, scrapes, or in any way uses the Site. "We", "us", and "our"referto Localess.
2.Content
"Content" means text, images, photos, audio, video, location data, and all otherforms of data or communication. "Your Content" means Content that you submit ortransmit to, through, or in connection with the Site, such as ratings, review andinformation that you publicly display. "User Content" means Content that users submitor transmit to, through, or in connection with the Site. "Localess Content" meansContent that we create and make available in connection with the Site. "Third PartyContent" means Content that originates from parties other than Localess or its users,which is made available in connection with the Site. "Site Content" means all ofthe Content that is made available in connection with the Site, including Your Content,User Content, Third Party Content, and Localess Content.
2.CHANGES TO THE TERMS OF SERVICE
We may modify the Terms from time to time. When changes are made, we will notifyyou by making the revised version available on this webpage. You should revisitthese Terms on a regular basis as revised versions will be binding on you. Any suchmodification will be effective upon our posting of new Terms. You understand andagree that your continued access to or use of the Site after any posted modificationto the Terms indicates your acceptance of the modification.
3.TRANSLATION
We may translate these Terms into other languages for your convenience. Nevertheless,the English version governs your relationship with Localess, and any inconsistenciesamong the different versions will be resolved in favor of the English version.
4.USING THE SITE
1.Eligibility
To access or use the Site, you must be 18 years or older and have the requisitepower and authority to enter into these Terms. You may not access or use the Siteif you are a competitor of ours or if we have previously banned you from the Siteor closed your account.
2.Permission to Use the Site
We grant you permission to use the Site subject to the restrictions in these Terms.Your use of the Site is at your own risk, including the risk that you might be exposedto Content that is offensive, indecent, inaccurate, objectionable, or otherwiseinappropriate.
3.Site Availability
The Site may be modified, updated, interrupted, suspended or discontinued at anytime without notice or liability.
4.User Accounts
You must create an account and provide certain information about yourself in orderto use some of the features that are offered through the Site. You are responsiblefor maintaining the confidentiality of your account password. You are also responsiblefor all activities that occur in connection with your account. You agree to notifyus immediately of any unauthorized use of your account. We reserve the right toclose your account at any time for any or no reason.
Your account is for your personal, non-commercial use only. In creating it, we askthat you provide complete and accurate information about yourself to bolster yourcredibility as a contributor to the Site. You may not impersonate someone else,create or use an account for anyone other than yourself, provide an email addressother than your own, or create multiple accounts.
5.Communications from Localess and other Users or Businesses
By creating an account, you agree to receive certain communications in connectionwith the Site. You may receive a newsletter or other updates on site features. Youcan opt-out of non-essential communications.
5.CONTENT
1.Responsibility for Your Content
You alone are responsible for Your Content, and once published, it cannot alwaysbe withdrawn. You assume all risks associated with Your Content, including anyone'sreliance on its quality, accuracy, or reliability, or any disclosure by you of informationin Your Content that makes you personally identifiable. You represent that you own,or have the necessary permissions to use and authorize the use of Your Content asdescribed herein. You may not imply that Your Content is in any way sponsored orendorsed by Localess.
You may expose yourself to liability if, for example, Your Content contains materialthat is false, intentionally misleading, or defamatory; violates any third-partyright, including any copyright, trademark, patent, trade secret, moral right, privacyright, right of publicity, or any other intellectual property or proprietary right;contains material that is unlawful, including illegal hate speech or pornography;exploits or otherwise harms minors; or violates or advocates the violation of anylaw or regulation.
2.Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displayingit, reformatting it, incorporating it into advertisements and other works, creatingderivative works from it, promoting it, distributing it, and allowing others todo the same in connection with their own websites and media platforms ("Other Media").As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free,sublicensable, transferable rights to use Your Content for any purpose. You alsoirrevocably grant the users of the Site and any Other Media the right to accessYour Content in connection with their use of the Site and any Other Media. Finally,you irrevocably waive, and cause to be waived, against Localess and its users anyclaims and assertions of moral rights or attribution with respect to Your Content.By "use" we mean use, copy, publicly perform or display, distribute, modify, translate,and create derivative works of Your Content.
3.Ownership
As between you and Localess, you own Your Content. We own the Localess Content,including but not limited to visual interfaces, interactive features, graphics,design, compilation, computer code, products, software, aggregate user review ratings,and all other elements and components of the Site excluding Your Content, User Contentand Third Party Content. We also own the copyrights, trademarks, service marks,trade names, and other intellectual and proprietary rights throughout the world("IP Rights") associated with the Localess Content and the Site, which are protectedby copyright, trade dress, patent, trademark laws and all other applicable intellectualand proprietary rights and laws. As such, you may not modify, reproduce, distribute,create derivative works or adaptations of, publicly display or in any way exploitany of the Localess Content in whole or in part except as expressly authorized byus. Except as expressly and unambiguously provided herein, we do not grant you anyexpress or implied rights, and all rights in and to the Site and the Localess Contentare retained by us.
4.Advertising
Localess and its licensees may publicly display advertisements and other informationadjacent to or included with Your Content. You are not entitled to any compensationfor such advertisements. The manner, mode and extent of such advertising are subjectto change without specific notice to you.
5.Other
User Content does not necessarily reflect the opinion of Localess. We reserve theright to remove, screen, edit, or reinstate User Content from time to time at oursole discretion and without notice to you. For example, we may remove a review ifwe believe it violates our Content Guidelines. We have no obligation to retain orprovide you with copies of Your Content, nor do we guarantee any confidentialitywith respect to Your Content.
6.RESTRICTIONS
We are under no obligation to enforce the Terms on your behalf against another user.While we encourage you to let us know if you believe another user has violated theTerms, we reserve the right to investigate and take appropriate action at our solediscretion.
1.You agree not to, and will not assist, encourage, or enable others to use theSite to:
2.Violate our Content Guidelines, for example, by writing a fake or defamatory review,trading reviews with other businesses, or compensating someone or being compensatedto write or remove a review;
3.Violate any third party's rights, including any breach of confidence, copyright,trademark, patent, trade secret, moral right, privacy right, right of publicity,or any other intellectual property or proprietary right;
4.Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
5.Promote a business or other commercial venture or event, or otherwise use theSite for commercial purposes, except in connection with a Business Account and asexpressly permitted by Localess;
6.Send bulk emails, surveys, or other mass messaging, whether commercial in natureor not; engage in keyword spamming, or otherwise attempt to manipulate the Site'ssearch results or any third party website;
7.Solicit personal information from minors, or submit or transmit pornography; or
8.Violate any applicable law.
9.You also agree not to, and will not assist, encourage, or enable others to:
10.Violate the Terms;
11.Modify, adapt, appropriate, reproduce, distribute, translate, create derivativeworks or adaptations of, publicly display, sell, trade, or in any way exploit theSite or Site Content (other than Your Content), except as expressly authorized byLocaless;
12.Use any robot, spider, site search/retrieval application, or other automateddevice, process or means to access, retrieve, scrape, or index any portion of theSite or any Site Content;
13.Reverse engineer any portion of the Site;
14.Remove or modify any copyright, trademark or other proprietary rights noticethat appears on any portion of the Site or on any materials printed or copied fromthe Site;
15.Record, process, or mine information about other users;
16.Access, retrieve or index any portion of the Site for purposes of constructingor populating a searchable database of business reviews;
17.Reformat or frame any portion of the Site;
18.Take any action that imposes, or may impose, in our sole discretion, an unreasonableor disproportionately large load on Localess technology infrastructure or otherwisemake excessive traffic demands of the Site;
19.Attempt to gain unauthorized access to the Site, user accounts, computer systemsor networks connected to the Site through hacking, password mining or any othermeans;
20.Use the Site or any Site Content to transmit any computer viruses, worms, defects,Trojan horses or other items of a destructive nature (collectively, "Viruses");
21.Use any device, software or routine that interferes with the proper working ofthe Site, or otherwise attempt to interfere with the proper working of the Site;
22.Use the Site to violate the security of any computer network, crack passwordsor security encryption codes; disrupt or interfere with the security of, or otherwisecause harm to, the Site or Site Content; or
23.Remove, circumvent, disable, damage or otherwise interfere with any security-relatedfeatures of the Site, features that prevent or restrict the use or copying of SiteContent, or features that enforce limitations on the use of the Site.
The restrictions above only apply to the extent permissible under applicable law.Nevertheless, you agree not to act contrary to them (even if permissible under applicablelaw) without providing 30 days' prior written notice to us here, together with anyinformation that we may reasonably require to give us an opportunity to providealternative remedies or otherwise accommodate you at our sole discretion.
7.GUIDELINES AND POLICIES
1.Content Guidelines
You represent that you have read and understood our Content Guidelines.
2.Privacy
You represent that you have read and understood our Privacy Policy. Note that wemay disclose information about you to third parties if we have a good faith beliefthat such a disclosure is reasonably necessary to (i) take action regarding suspectedillegal activities; (ii) enforce or apply our Terms and Privacy Policy; (iii) complywith legal process or other government inquiry, such as a search warrant, subpoena,statute, judicial proceeding, or other legal process served on us; or (iv) protectour rights, reputation, and property, or that of our users, affiliates, or the public.If you use the Site outside of the United States, you consent to having your personaldata transferred to and processed in the United States.
8. DEALS
If you redeem an advertised deal at a participating business, Localess is not responsiblefor any aspect of the transaction or validity of the offer. Deals are managed bytheir respective business owners.
9.SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agreethat (i) your Feedback does not contain the confidential or proprietary informationof third parties, (ii) we are under no obligation of confidentiality, express orimplied, with respect to the Feedback, (iii) we may have something similar to theFeedback already under consideration or in development, and (iv) you grant us anirrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify,publish, distribute and sublicense the Feedback.
10.THIRD PARTIES
The Site may include links to other websites or applications (each, a "Third PartySite"). We do not control or endorse any Third Party Site. You agree that we arenot responsible for the availability or contents of such Third Party Sites. Youruse of Third Party Sites is at your own risk.
11.INDEMNITY
You agree to indemnify, defend, and hold Localess, its parents, subsidiaries, affiliates,any related companies, suppliers, licensors and partners, and the officers, directors,employees, agents and representatives of each of them (collectively, the "LocalessEntities") harmless, including costs, liabilities and legal fees, from any claimor demand made by any third party arising out of or relating to (i) your accessto or use of the Site, (ii) your violation of the Terms, (iii) any products or servicespurchased or obtained by you in connection with the Site, or (iv) the infringementby you, or any third party using your account, of any intellectual property or otherright of any person or entity. Localess reserves the right, at your expense, toassume the exclusive defense and control of any matter for which you are requiredto indemnify us and you agree to cooperate with our defense of these claims. Youagree not to settle any matter without the prior written consent of Localess. Localesswill use reasonable efforts to notify you of any such claim, action or proceedingupon becoming aware of it.
12.DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF LOCALESS ANDITS SUBSIDIARIES, AFFILIATES, AND LICENSORS (COLLECTIVELY, THE "LOCALESS ENTITIES").EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICHMAY NOT BE LAWFULLY LIMITED.
1.THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE"BASIS. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE LOCALESS ENTITIESMAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE,ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE LOCALESS ENTITIESARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROMYOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS,RATINGS, OR REVIEWS.
2.THE LOCALESS ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY,SUCH AS THE BUSINESSES LISTED ON THE SITE OR THE SITE'S USERS. ACCORDINGLY, THELOCALESS ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISEFROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENTOR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTEDON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIESTHROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
3.THE LOCALESS ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTEDON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDEDTO YOU BY A REPRESENTATIVE OF ONE OF THE LOCALESS ENTITIES SHALL CREATE A REPRESENTATIONOR WARRANTY.
4.YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THESITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATIONOF ACCESS TO, OR USE OF THE SITE.
5.THE LOCALESS ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL,PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii)BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
13.CHOICE OF LAW AND VENUE
California law will govern these Terms, as well as any claim, cause of action ordispute that might arise between you and Localess (a "Claim"), without regard toconflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TOSUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVEVENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN LOS ANGELES COUNTY, CALIFORNIA.
14.TERMINATION
1.You may terminate the Terms at any time by closing your account, discontinuingyour use of the Site.
2.We may close your account, suspend your ability to use certain portions of theSite, and/or ban you altogether from the Site for any or no reason, and withoutnotice or liability of any kind. Any such action could prevent you from accessingyour account, the Site, Your Content, Site Content, or any other related information.
3.In the event of any termination, whether by you or us, Sections 1, 5, 6, 10 -14 of these Terms will continue in full force and effect, including our right touse Your Content as detailed in Section 5.