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Last revised on September 30, 2012.
Use of Our Service
Localflux provides a place for the creative community to interact, share information, and support content creation. All visitors to Localflux.net, whether registered or not, are "Users." If you register with Localflux you become a "Member" and gain access to certain features, including the ability to create pages where you can post information about creative work (“Pages”), create and manage groups (“Groups”), and/or create and manage projects (“Projects”) on the Service, and interact with other Members.
Localflux grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.
You do not have to register in order to visit Localflux. To access certain features of the Service, though, including posting, commenting on, following, or contributing to Pages, Groups, and/or Projects, you will need to register with Localflux and create a Member account. Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.
You may never use another Member's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Localflux immediately of any breach of security or unauthorized use of your account. Although Localflux will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Localflux or others due to such unauthorized use.
You may use your Settings to control your Member Profile and how other Members communicate with you. By providing Localflux your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers.
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the Localflux servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes.
Localflux may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Localflux's sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service. Upon termination for any reason, you continue to be bound by this Agreement.
You may not use the Service for activities that: (i) violate any law, statute, ordinance or regulation; (ii) relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) ammunition, firearms, or certain firearm parts or accessories, or (i) ,certain weapons or knives regulated under applicable law; (iii) relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are by payment processors to collect payments on behalf of merchants, (e), are associated with the following Money Service Business activities: the sale of traveler's checks or money orders, currency exchanges or check cashing,or (f) provide certain credit repair or debt settlement services; (iv) involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent; (v) violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices; (vi) involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Localflux and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.
Posting a Project
Localflux may provide you the opportunity to post your Project on Localflux to showcase and share certain information about the Project and elicit feedback and financial contributions from other Members. Your Project Posting is User Content (as defined below), and is subject to all the terms and conditions relating to User Content in this Agreement. It is a breach of this Agreement to post a false or misleading Project or to post false or misleading information in your Project Profile. Members who post Projects are sometimes referred to in this Agreement as "Content Creators."
Upon our review of your submission to post a Project, Localflux may provide you the opportunity to fundraise for your Project by soliciting financial contributions to support the Project from Members ("Contributions"). The rules governing fundraising for your Project (the "Fundraising Rules") are as follows:
1. The first step in launching a fundraising campaign using the Service is to create a project profile page and post a "Funding Request." To post a Funding Request, set your goal for the total Contributions you wish to raise during your current campaign ("Funding Goal") and the date by which you'd like to raise the funds ("Campaign Length") on your Project Profile page. The Funding Deadline can be between 1 and 90 days out. (Note, if you reach your funding goal, you can post a new project to launch a campaign to fund the next phase of your project. The number of projects you can create is unlimited.)
2. The Project creator will be designated the legal entity to which funds will be directed (the "Project Entity"). The Project Entity represents and warrants that they are authorized to bind the Project to the terms of this Agreement, and that they are the legal entity responsible for the Project and accountable for the use of any funds raised for it on Localflux, and that they accept this Agreement.
3. To receive Contributions, the Project Entity must establish an account (a "Funding Account") with the payment processor designated by Localflux at the time you post your Project (the "Processor"). You understand and agree that your Funding Account will be governed by your agreement with the Processor, and that Localflux shall have no liability for your Funding Account or your transactions or interactions with the Processor.
4. All Contributions made to a Project will be directed to the Project Entity's Funding Account, less a 7.5% marketplace processing fee retained by Localflux. All Contributions paid to a Project Entity will constitute "Project Funding," and the Localflux fee and all other Project Funding requirements will apply. Localflux is not responsible for any error or omission in the Funding Account information you provide. Unless automated by the Processor, Project Funding less 3rd party processing fees will be disbursed from the Funding Account to the Project Entity's bank account according to the Project's disbursement details (set in the Funding section of the Project Profile). All necessary fund transfers will be initiated within 5 business days of the campaign end date. It can then take up to 5 business days for the disbursed funds to arrive in your account.
5. When you reach the end of your Campaign Length, your Funding Request will automatically close and no more Contributions will be accepted for your Project. You may make a new Funding Request any time after the end of your last Funding Request closes. If you reach your Funding Goal by the end of your Campaign Length, Localflux will pay you a 3.5% rebate on all funds raised during the campaign. Payments will be included in a funds transfer that will be initiated within 5 business days of the campaign end date. It can then take up to 5 business days for the disbursed funds to arrive in your account.
6. You may offer non-monetary rewards for Contributions ("Rewards"), provided that the offering of such Rewards is lawful under all applicable laws, including without limitation state and federal securities laws, and otherwise complies with the terms and conditions of this Agreement.
Any Project Funding payments may be subject to verification of the identity of the Project Entity, the use of funds, and the timeline of the project. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in our sole discretion. You agree that Project Funding may only be used on behalf of the Project, and that Project Funding will not be used for any other purpose. You agree that if at any time during while a Funding Request is open or within thirty (30) days of the close of a Funding Request, Localflux makes a good faith determination that the identity of you or the Project Entity or the timeline of the Project are not as identified in the Project Posting, or that the Project Funding has not been used solely on behalf of the Project, you will promptly refund the entire amount of Project Funding from such Funding Request to the Contributors. We may change the Fundraising Rules at any time upon notice to you. If you do not accept a change we make to the Fundraising Rules, your sole remedy shall be to terminate your Project Posting.
You shall have full responsibility for applicable taxes for all Project Funding paid to you under this Agreement, and for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization, and with respect to your employees and contractors, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. You agree to indemnify, defend and hold Localflux harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Localflux by the relevant taxing authorities with respect to any Project Funding paid to you.
Localflux makes no guarantee regarding the number or amount of Contributions, or the amount of any Project Funding payment to be made to you or the Project Entity under this Agreement.
Contributing to Projects
Localflux may provide you the opportunity to make Contributions to Project Postings on the Service. You may contribute to any Project with an open Funding Request in any amount you choose. You may contribute to as many Projects as you like.
It is solely your choice to contribute to a Project. You understand that making a Contribution to a Project does not give you any rights in or to that Project, including without limitation any ownership, control, or distribution rights, and that the Project Entity shall be free to solicit other funding for the Project, enter into contracts for the Project, allocate rights in or to the Project, and otherwise direct the Project in its sole discretion. You further understand that nothing in this Agreement or otherwise limits Localflux's right to enter into agreements or business relationships relating to Projects. Localflux does not guarantee that any Project's Campaign Goal will be met. Any Perks offered to you are between you and the Project Entity only, and Localflux does not guarantee that Perks will be delivered or satisfactory to you. Localflux does not warrant the use of any Project Funding or the outcome of any Project.
Contributions to Projects are nonrefundable. Under certain circumstances Localflux may, but is under no obligation to, seek the refund of Project Funding if the Project Entity misrepresents the Project or misuses the funds. You acknowledge and agree that all your Contributions are between you, the Project Entity, and the Processor only, and that Localflux is not responsible for Contribution transactions, including without limitation any personal or payment information you provide to the Processor.
Localflux makes no representations regarding the deductibility of any Contribution for tax purposes. Please consult your tax advisor for more information.
Some areas of the Service may allow Users to post feedback, comments, questions, images, videos, music, and other information. Any such postings, together with Page, Group and Project postings, constitute "User Content." You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You must be the owner of all the Intellectual Property Rights (as defined below) in the User Content you post, or have explicit permission from the owner(s) of all such rights to post the User Content on Localflux.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. Localflux reserves the right, but is not obligated, to reject and/or remove any User Content that Localflux believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright, the Writer's Guild of America, or any other rights organization.
Localflux takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Localflux is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Localflux shall not be liable for any damages you allege to incur as a result of such User Content.
You are solely responsible for your interactions with other Localflux Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
A User shall not report/flag (or otherwise seek removal, or reclassification of) User Content on the Service without a personal, good faith belief that the Content violates the TOS or is incorrectly classified. A User may flag User Content only on his/her own behalf. A User must not permit, enable, induce or encourage others to flag User Content for them. A User must not flag User Content for others. A User may flag a specific item of User Content only once. A User flagging User Content must do so manually and may not employ any automated means, products (including, without limitation, software programs) or services to flag User Content. A User must not circumvent any technological restrictions (security measures) in the flagging process. Without limitation, this prohibition includes a ban on the use of multiple IP addresses for flagging (by use of proxy servers or any means whatsoever).
User and/or Group Events, Gatherings, and meetings
Through our Service we provide tools that enable our Users to arrange physical meetings (a "Localflux Meeting") at venues that include, but are not limited to, public parks, private homes or private enterprises (such as coffee shops or retail stores). We do not supervise these Localflux Meetings and are not involved in any way with the actions of any individuals at these Localflux Meetings. As a result, we have no control over the identity or actions of the individuals who are present at these Localflux Meetings, and we request that our users exercise caution and good judgment when attending these Localflux Meetings.
Because we do not supervise or control the Localflux Meetings or interactions among or between Users of Localflux and other persons or companies, and because we are not involved in any way with physical transportation to or from Localflux Meetings or with the actions of any individuals at Localflux Meetings, and because we do not control Amazon.com, PayPal, credit card companies or other payment processing companies, and because we cannot guarantee the true identity or age of Service Users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Service, you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and Localflux Group Organizers and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service, your Third Party Transactions, our resolution of any disputes among Users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, a Localflux Meeting. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
Localflux LLC does not claim any permanent ownership of Content you submit or make available for inclusion on the Service.
However, in the modern age of content hosting and the propagation and streaming of content across the web, we require a limited license to host and display this content, as specified below, which lasts as long as you chose to host your work on the service.
The limited license below is required to allow Localflux to host, display, organize, and propagate User Content contributions.
By communicating with Localflux, including submitting or sending User Content, a contribution, correspondence or other information or material to Localflux ("Your Content"), you grant Localflux a limited license, for the period of time your Your Content is published in Localflux's systems, to display the work royalty-free, unrestricted, and world-wide, across the System, in search results, and in Localflux-powered galleries and showcases. In some instances, media must be reformatted for display and incorporation into Localflux's galleries. As such, during this limited license, you allow Localflux to reproduce, modify, publish, translate, distribute, perform and display Your Content (in whole or part), and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such limited license also includes incorporating a User Content, in whole or in part, into a Localflux feature (attributed properly to the User Content provider).
Localflux will NEVER assume ownership of your work, and theUser Content provider's copyright settings, as selected by the User Content provider, will remain associated with each published piece.
This limited license is required for the nature of Localflux’s Service. Content submitted to Localflux remains owned by the User Content provider, under the User Content provider’s selected copyright settings, and User Content providers decide whether or not to sell their User Content and User Content-related goods and service to third parties - Localflux does NOT act as an intermediary in selling goods and services.
You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of Your Content. You acknowledge and agree that the display or inclusion of Your Content shall be in the sole discretion of Localflux and Your Content may or may not be included on the Localflux website for any reason or no reason at all.
BY UPLOADING USER CONTENT TO LOCALFLUX'S WEBSITES YOU AGREE NOT TO VIOLATE ANY LAW, REGULATION OR AGREEMENT WITH RESPECT TO ANY INTELLECTUAL PROPERTY RIGHT WHICH MAY APPLY, AND YOU FURTHER AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, LOCALFLUX, IT'S OWNERS, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS ALLEGING VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT ASSOCIATED WITH YOUR USE OF THE WEBSITE.
Assignment of Project-Related User Content
All User Content posted to a Project ("Project Feedback") shall be the sole and exclusive property of the Content Creator that posted that Project. You hereby assign to the Content Creator, or its designee, all your right, title and interest throughout the world in and to any and all Project Feedback you post to that Content Creator's Project. You hereby waive and irrevocably quitclaim to the Content Creator or its designee and Localflux any and all claims, of any nature whatsoever, that you now have or may hereafter have for infringement of any and all Project Feedback you post to that Content Creator's Project. If you post a Project, you acknowledge and agree that Localflux cannot take responsibility for your use of Project Feedback and you use Project Feedback at your own risk. You hereby agree to indemnify, defend and hold Localflux harmless from any liability arising from or relating to your use of Project Feedback.
Use of Widgets
Localflux may give you the opportunity to post a "widget," or code that creates an Localflux graphic and a link to the Site, on your personal blog, social network profile, or other locations on the Internet. You agree that your use of Localflux widgets is subject to this Agreement, that you will not post any Localflux widget on a web page containing content that is prohibited under the "User Content" section of this Agreement, and that you will remove all Localflux widgets immediately upon termination of this Agreement.
Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "Localflux Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Localflux and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Localflux Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
All materials, including messages, and other communications, contained at the Service are intended for distribution exclusively to consenting adults in locations where the materials, messages and other communications contained at the websites do not violate any community standards or any federal, state or local law or regulation of the united states or any other country. No persons under the age of eighteen (18) years (twenty-one (21) in places where eighteen years is not the age of majority) may directly or indirectly view or possess any of the contents of the Service or place any orders for any goods or services advertised at or in the Service. You hereby acknowledge and represent that you know and understand that the materials presented at, and/or downloadable from, the Service include explicit visual, audio, and/or textual depictions of nudity and sexual activities, including without limitation, heterosexual, bi-sexual, homosexual, and transsexual activities of an explicit sexual nature; that you are familiar with materials of this kind; that you are not offended by such materials; and that by agreeing to these terms and conditions you are warranting to Localflux that you are intentionally and knowingly seeking access to such explicit materials for your own personal viewing. You further represent and warrant that your acceptance of these terms and conditions constitutes an unequivocal request on your part to receive sexually explicit material via the websites and that you have not notified any governmental agency that you do not wish to receive sexually oriented material. You further represent, affirm and warrant that you are currently over the age of eighteen (18) years (twenty-one (21) in places where eighteen years is not the age of majority) and are capable of lawfully entering into this agreement.
Additional eligibility requirements for particular Groups may be set by the Localflux Group Organizer, co-Organizer, or assistant Organizer of each group.
Fees Assessed by, and Payments to, Localflux Users
Some Users may require or request fees for membership in a Group, participation or attendance of one of their offline events, or for goods and/or services that they provide offline (“Fee Requesting User”). Such fees are at the discretion of the Fee Requesting User, who decides whether such fees are required, the amount, the frequency of payment, payment options, refund policies, and how such fees are spent. To the extent that you use Amazon Payments, PayPal or another payment mechanism (e.g., check or cash), to pay fees assessed by a Fee Requesting User, you acknowledge that Localflux does not control the transaction, and that you bear all risk in connection with the transaction. Refunds of any payment you make to any Fee Requesting User are subject to that Fee Requesting User’s policies and applicable law. You should use common sense and be careful in deciding whether to make a payment to Fee Requesting User. We cannot ensure that a Fee Requesting User is legitimate and truthful, that he or she will use payments as promised, or that you will be happy with how your payment is spent. Your correspondence or business dealings with, or participation in promotions of Fee Requesting users, including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and that Fee Requesting User.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Localflux's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4.Information reasonably sufficient to permit Localflux to contact you, such as your address, telephone number, and e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Company: Localflux, LLC
Address: 442-D Lorimer Street, #312
Brooklyn, NY 11206-1030
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Localflux and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Localflux's rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Localflux has adopted a policy of terminating, in appropriate circumstances and at Localflux's sole discretion, members who are deemed to be repeat infringers. Localflux may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Additional Representations and Warranties
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
A. You have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
B. Your User Content and Localflux's use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
Third-Party Websites, Advertisers or Services
You agree to defend, indemnify and hold harmless Localflux and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code; (vii) your participation in a Localflux Group, your participation as a Localflux Group Organizer or in Localflux Meetings (whether the claim or demand is due to or arising out of your transportation to or from, attendance at, or the action of you or other at Localflux Meetings).
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LOCALFLUX, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
LOCALFLUX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LOCALFLUX SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LOCALFLUX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOCALFLUX, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL LOCALFLUX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCALFLUX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL LOCALFLUX, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO LOCALFLUX HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LOCALFLUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from its facilities in the United States. Localflux makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Localflux without restriction.
A. Governing Law. You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Localflux, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Localflux that arises in whole or in part from the Service shall be resolved as outlined in the Dispute Resolution section of this Agreement (below).
B. Notification Procedures. Localflux may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Localflux in our sole discretion. Localflux reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
C. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Localflux via the Service, shall constitute the entire agreement between you and Localflux concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
D. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Localflux's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Nothing in this Agreement shall be deemed to create any rights for any third party beneficiary. The section titles in this Agreement are for convenience only, and have no legal or contractual effect. You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. Localflux may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by Localflux, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Localflux's assets, or similar transaction. You and Localflux each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our Service or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Localflux is intended or created by this Agreement. If you have any questions about this policy or our site in general, please contact us via out Service’s Contact page, or by email at firstname.lastname@example.org
The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of our Service, Your Information, your violation of any law or the rights of a third party, or your participation in Localflux Groups and Localflux Meetings (whether the dispute, claim or controversy is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Localflux Meetings). In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to Judicial Arbitration and Mediation Services, Inc. (a.k.a. "JAMS"), or its successor, for mediation pursuant to Item C below (‘Mediation), and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to Item D below (‘Arbitration’). Nonetheless, legal action taken by Localflux to collect any fees and/or recover damages for, or obtain an injunction relating to, our website operations, intellectual property or our Service, shall not be submitted to mediation or arbitration except as otherwise agreed to in writing by Localflux. In addition, either you or Localflux may seek any interim or preliminary relief from a Court of competent jurisdiction in New York, New York necessary to protect the rights or property of you or Localflux pending the completion of arbitration.
Either party may initiate negotiations by providing written notice in letterform to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.
The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or mediation (as noted above) shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.
The Mediation and Arbitration provisions (as noted above) may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.
By agreeing to this Agreement you have, except as otherwise specified in Item A (‘Process) above, all disputes, claims or controversies arising out of or relating to this Agreement decided by negotiation, neutral mediation and/or neutral arbitration as provided in this Dispute Resolution Section, and you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law. Your agreement to this arbitration provision is voluntary.
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