(Last Updated 7/1/2016)
These Terms of Use (“Terms of Use”) govern your use of the LocalEdge.com website. Please read these Terms of Use carefully before using our Services. By using our Services you accept these Terms of Use. If you do not agree to these Terms of Use, you may not access or otherwise use the Services.
1. Changes to Terms of Use.
We reserve the right, in our sole discretion, to change, modify, add, or remove portions of the Terms of Use at any time, so we encourage you to review the Terms of Use periodically.
2. Privacy Policy.
Our Privacy Policy describes our practices concerning data that you provide or that we may collect or share about you through the Service, and by accepting these Terms of Use, you consent to our collection, use, and disclosure of data in compliance with our Privacy Policy.
3. Proprietary Rights.
As between you and us, we or our licensors, as applicable, own, solely and exclusively, all rights, title and interest in and to the Services, all the content (including, without limitation, text, photographs, graphics, audio, visual, and audiovisual content), code, data and materials thereon, the look and feel, design and organization of the Services, and the compilation of the content, code, data, and materials on the Services, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Services does not grant to you ownership of any content, code, data, or materials you may access on or through the Services.
4. Limited License.
You may access and view the content on the Services on your computer or other device, and make single copies or prints of the content on the Services at your own risk and for your personal, non-commercial, and internal use only, provided that you keep intact all copyright and other proprietary notices contained therein and use the same in accordance with all restrictions applicable to your use of the Services in general. Use of the Services, is only for your personal, non-commercial use. You may not use the Services for commercial purposes or in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.
5. Prohibited Use.
Any commercial or promotional distribution, publishing, or exploitation of the Services, or any content, code, data, or materials on the Services, is strictly prohibited unless you have received the express prior written permission from authorized personnel of LocalEdge.com or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell, or otherwise exploit any content, code, data, or materials on or available through the Services. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or made available through the Services. This includes, without limitation, the alteration or removal of any Trademarks (as defined in Section 6 below) or any other proprietary content or proprietary rights notices. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided above, you may be subject to liability for such unauthorized use (including, without limitation, for violations of copyright and other applicable laws).
The Services are not intended for use by minors under the age of 18. No one under age 18 is allowed to provide any personally identifiable information. To use the Services, you must be 18 or older and by your use thereof, you represent and warrant that you are over the age of 18.
6. Trademarks.
The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) displayed on the Services or on content available through the Service are registered and unregistered Trademarks of ours and others and may only be used in accordance with Section 4 above, provided that such use may not be likely to cause customer confusion or, in any manner, disparage, or discredit their rights holders. All Trademarks not owned by us that appear on the Services, if any, are the property of their respective owners. Nothing contained on the Services grants, by implication, estoppel, or otherwise, or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without our written permission or that of the third party rights holder.
7. User Content.
7.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Websites (e.g., photos, audio, video, messages, text, files, or other content you provide us). 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 makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by LocalEdge. Because you alone are responsible for your User Content (and not LocalEdge), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. LocalEdge is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire. Under no circumstance will LocalEdge be liable for any inaccuracy or defect in any User Content.
7.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to LocalEdge 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, for any lawful purpose. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
7.3 Acceptable Use Policy. The following sets forth LocalEdge’s “Acceptable Use Policy”:
(a) You agree not to post, email, or otherwise make available User Content:
• that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another’s privacy, or harmful to minors in any way;
• that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• that includes personal or identifying information about another person without that person’s explicit consent.
• that is false, deceptive, misleading, deceitful, misinformative, constitute “bait and switch” or impersonation of any person or entity;
• that contains your own or a third party’s advertising, branding or promotional content;
• that is unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
• that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• restrict or inhibit any other user from using and enjoying the LocalEdge sites or the LocalEdge services offered on them;
• that includes your personal information, such as telephone number, street address, last name, URL or email address;
• that is a “cut and paste” of private messages from other users;
• that re-broadcasts any User Content that violates these terms; or
• that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to use the website to:
• upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
• harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
• interfere with, disrupt, or create an undue burden on servers or networks connected to the Websites or violate the regulations, policies or procedures of such networks;
• attempt to gain unauthorized access to the Websites, other computer systems or networks connected to or used together with the Websites, through password mining or other means;
• tamper with any copyright protection mechanisms applicable to content on any Websites;
• introduce software or automated agents or scripts to the Websites so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Websites (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
7.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your access to the website, and/or reporting you to law enforcement authorities. If LocalEdge elects to modify User Content, LocalEdge nonetheless assumes no responsibility for the User Content.
7.5 Other Users. Each website user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other website users are solely between you and such user. You agree that LocalEdge 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 website, we are under no obligation to become involved. You acknowledge that other users may post comments about your User Content which may be derogatory, and LocalEdge has no obligation to monitor or delete any such User Content.
7.6 Release. You hereby release and forever discharge us (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 relates directly or indirectly to, any interactions with, or act or omission of, other Covered Site users. 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. Term and Termination.
Subject to this Section, this Agreement will remain in full force and effect while you use The Service. We may (a) suspend your rights to use The Service or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of The Service in violation of this Agreement. Upon termination of this Agreement, your right to access and use the website will terminate immediately and your User Content may be deleted. LocalEdge will not have any liability whatsoever to you for any termination of this Agreement, including for deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3, 6, 7, 10, 11, 12, 13 and 14.
9. Copyright Policy.
9.1 In accordance with the provisions of the Digital Millennium Copyright Act, 17 USC sec. 512, our website has designated an agent to receive notices of claims of copyright infringement: Copyright Agent, 1945 Sheridan Drive, Buffalo, NY 14223, Phone: 716-875-9100; copyright@nulllLocaleEdge.com. If you believe your copyright has been infringed, you may provide us with notice. To be effective, the notification must be a written communication that includes the following:
• A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, including an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We may give notice to our users that we have received a notice of infringement by means of a general notice on our site, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to a user’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for the judicial district in which our offices are located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
If we become aware that any of our users has repeatedly infringed the proprietary rights of any third party, it is our policy to take steps to terminate that user’s access to our website.
10. Indemnification.
By using the Services you acknowledge and agree that, in the event that it becomes necessary or advisable for us to defend ourselves, in a court of law or otherwise, we may rely on your representations and warranties contained herein. You agree to defend, indemnify, and hold LocalEdge.com, its affiliates and representatives and each of their respective directors, officers, employees, and agents harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees and other costs of enforcing these Terms of Use, arising in any way from your use of the Services or your breach or violation of the law or of these Terms of Use. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim and to reimburse us for the reasonable costs and expenses thereof.
11. DISCLAIMER OF WARRANTIES.
THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE SERVICES, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, DISPLAYABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OF CONTENT OR INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SERVICE, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. LOCALEDGE.COM ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SERVICE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, INFORMATION, TEXT, IMAGES, OR OTHER CONTENT FROM THE SERVICES.
WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SERVICES AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE WILL NOT BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SERVICES.
UNDER NO CIRCUMSTANCES DOES YOUR USE OF THE SERVICES FORM ANY RELATIONSHIP (OTHER THAN THE CONRACTUAL RELATIONSHIP CREATED BY THIS TERMS OF USE), WHETHER IMPLIED OR EXPRESS, WITH LOCALEDGE.COM. LOCALEDGE.COM HEREBY DISCLAIMS ANY SUCH RELATIONSHIP AND ANY LIABILITY ARISING AS A RESULT OF ITS USE OF ANY CONTENT CONTAINED ON THE SERVICES.
12. LIMITATION OF LIABILITY.
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LOCALEDGE.COM, ANY OF ITS AFFILIATES OR REPRESENTATIVES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SERVICES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO LOCALEDGE.COM FOR YOUR USE OF THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.
13. Applicable Laws.
We control and operate the Service from our offices in the United States of America. We do not represent that materials on the Service are appropriate or available for use in other locations. Persons who choose to access the Service from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
14. Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and LocalEdge arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of our websites.
(b) YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND LOCALEDGE.COM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND LOCALEDGE.COM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
(c) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and LocalEdge.com must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: San Francisco, CA, Denver, CO, or New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in New York City, New York. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in New York City, New York.
(d) This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of New York, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
15. Entire Agreement.
This Agreement (including the Privacy Policy) constitutes the entire agreement between you and us regarding the use of the LocalEdge.com. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement 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 LocalEdge.com is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without LocalEdge.com’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
16. Miscellaneous.
The Terms of Use, and the relationship between you and us, shall be governed by the laws of the State of New York, United States of America, without regard to conflict of law provisions. With respect to any disputes or claims not subject to arbitration (as set forth in Section 14 above), you agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, County of New York, in the United States of America. You agree to submit to the personal and exclusive jurisdiction of such courts. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use 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 the Terms of Use remain in full force and effect.
17. Questions.
If you have questions about these Terms of Use, please contact us at: 1-800-388-8255{ }