Terms of Service
Version 1.1, Last revised on: May 1, 2020
These terms require the use of arbitration (Section 13.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
1.1. Account Creation and Deletion. In order to use certain features of the Site, you must register for an account ("Account" ) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site, which subject to Section 10 below, you acknowledge and agree will permanently delete your Account and all your User Content (defined below) from our databases. Company may suspend or terminate your Account in accordance with Section 10.
1.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2 . General Access to the Site
2.1. License and Use. Subject to these Terms and except as expressly stated herein, Company grants you a non-transferable, non-exclusive, revocable, limited license to: (a) use and access the Site solely for your own personal use; and (b) use our logo, Company name, copyright and trademarks solely to promote the features of the Site, including if you are a Creator, to promote your Benefits to your potential Community Members (as such terms are defined below). Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) and any license(s) granted to you hereunder with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
2.2. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site except as expressly stated herein; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
2.3. Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company's suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
2.4. Feedback. If you provide Company with any feedback or suggestions regarding the Site ("Feedback" ), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
3 . User Content
3.1. User Content. " User Content" means any and all information and content that a user submits to, or uses with, the Site including without limitation photographs, images, videos, likeness, appearance, voice, text, audio, full name, pseudonyms and any other audiovisual content, for example, in the user's profile or content postings and/or submissions to the site. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Community Guidelines (available at https://locals.com/community-guidelines). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Community Guidelines. Although Company will make efforts to preserve your User Content, is not obligated to backup any User Content, and your User Content may be deleted. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2. Your License to Us. In part because you can submit User Content to the Site where it may be displayed to other users, you hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. In addition to the foregoing, you hereby grant to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to factually list your full name, pseudonyms, likeness, appearance, and/or logos on our website and marketing materials solely to indicate that you are a user of the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. The purpose of this License is to enable us to operate the Site and make your User Content available through the Site consistent with the Site's intended features and functionality. We will never seek to "steal" your User Content or use your User Content in a manner that is inconsistent with your rights in your User Content.
4 . Using the Site as a Creator.
4.1. Definitions. You are a " Creator" if you use the Site to offer paid membership subscriptions to other users of the Site in exchange for membership benefits, which may be facilitated through the Site (each user of the Site paying for such membership subscription, a "Community Member" ). Said membership benefits may include, without limitation, access to content or information that is exclusive to your Community Members (collectively, "Creator Content" ), the ability for your Community Members to send and receive messages directly to you and/or between themselves, and/or merchandise or other tangible items that you make available to your Community Members (collectively, "Benefits" ). If you are using the Site as a Creator, then the provisions of this Section 4 apply to you and shall prevail in the event of any conflict with any other provisions of these Terms.
4.2. Payments and Fees.When you offer Benefits as a Creator through the Site, we facilitate payments made by your Community Members to you and may also assist in issues relating to payment disputes, fraud, and/or chargebacks. You hereby agree that all payments made by your Community Members through the Site will be collected and processed via Stripe, Inc., available at https://stripe.com ("Stripe" ), and that in order to use the Site as a Creator you must: (a) create your own Stripe account; (b) agree to and abide by all of Stripe's own legal terms and conditions; and (c) cooperate with us in order to properly integrate your Stripe account with the Site, as reasonably directed by us. Payments made by your Community Members will be deposited directly into your Stripe account in a timely manner after deduction of the following fees: (i) certain processing fees which are applied by Stripe, or which are applied by banks and/or other financial institutions not affiliated with us (collectively, "Processing Fees" ); and (ii) the "Locals Platform Fee" which you have agreed to pursuant to a separate written agreement with us. You can review all Processing Fees and the applicable Locals Platform Fee within the 'settings' section of your Account. Notwithstanding anything to the contrary herein, we may hold or block certain payments in the event that these Terms (including any of our additional terms, guidelines, and rules) have been violated, for legal or tax compliance reasons (including if we suspect any fraudulent activity), or as otherwise required by Stripe or any applicable legal or regulatory authority.
4.3. Taxes.We do not manage, account for, or make any tax withholdings in connection with applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees, or charges, whether now in force or enacted in the future (collectively, "Taxes" ), except that we may collect your tax identification information and report such information to the relevant tax authorities to the extent we are legally required to do so. To the maximum extent permitted by law (unless explicitly stated otherwise), all Processing Fees and the Locals Platform Fee are exclusive of any Taxes. You are responsible for payment of all Taxes relating to your use of the Site as a Creator. If we are obligated to pay or collect any Taxes that you have paid or will pay based on your use of the Site as a Creator, you agree that you are ultimately responsible for such Taxes and that we may collect the payment amount for such Taxes from you.
4.4. Other Restrictions. You may not use the Site or offer any Benefits which in any manner violate these Terms, including all of our additional terms, guidelines, and rules. Please read our Community Guidelines carefully, which are available at https://locals.com/community-guidelines, and our Data Processing Agreement which is available at https://locals.com/dpa. You are responsible for keeping the data and information of your Community Members secure and you acknowledge and agree that no person under the age of 18 is permitted to use the Site.
5 . Using the Site as a Community Member.
5.1. Paid Membership Subscriptions. The Site allows you to receive certain Benefits from specific Creators in exchange for becoming a Community Member of that Creator through paid membership subscriptions offered by the Creator, (each, a "Paid Membership" ). By signing up for a Paid Membership, you agree to pay the specified subscription fees (collectively, "Subscription Fees" ) associated with such Paid Membership as indicated on the Site. Such Subscription Fees may be collected and processed via Stripe ( https://stripe.com) and/or PayPal ( https://www.paypal.com) (collectively, our " Billing Service Providers" ), which have their own legal terms. You will be required to provide us and/or our Billing Service Provider with information regarding your credit card or other payment method. You represent and warrant that such information is true and that you are authorized to use the payment method. Depending on the Paid Membership, there may be a one-time fee or recurring Subscription Fees. For recurring Subscription Fees, we will bill or charge you in regular automatically-renewing intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time either through the Site or by contacting the relevant support team. Please also review our policy for in app purchases in Section 12 (" Mobile Applications" ) below. In the event of any conflict between this Section 5.1 and Section 12, then Section 12 will prevail. You acknowledge and agree that in certain situations you may lose access to the Benefits offered by a Creator, including without limitation in the case you cancel your Paid Membership, your payment method(s) fail, a Creator decides to block your Account, or a Creator decides to delete his or her own Account on the Site.
5.2. Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all Subscription Fees are exclusive of applicable Taxes (defined above). You are responsible for payment of all applicable Taxes relating to your use of the Site, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Subscription Fees you've paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes; for example, if you are located in the EU we may add VAT to the total charges for Subscriptions Fees.
5.3. Payment Failures. If your payment fails or if a Paid Membership is otherwise not paid for or paid for on time, the Creator may cancel or revoke your access to the Paid Membership through the Site. If you contact your bank or credit card company to decline or reverse the charge of Subscription Fees for a Paid Membership, we may revoke your access to the Site in general.
5.4. Automatic Renewal. To ensure uninterrupted service, payments for any recurring Paid Memberships are automatically renewed. This means that unless you cancel a Paid Membership before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable Subscription Fees (as well as any Taxes). By default, your Paid Memberships will be renewed for the same interval of time as your original subscription period. For example, if you purchase a one month subscription, you will be charged for each monthly subscription period thereafter. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. The date for the automatic renewal may be determined automatically based on the date of the original purchase and in such event cannot be changed.
5.5. Cancelling Automatic Renewal. You can manage and cancel your subscription for any Paid Membership either through the Site (under 'manage subscription' within 'settings') or by contacting the relevant support team.
5.6. Fee Changes. Creators may change their Subscription Fees at any time, or start charging Subscription Fees for Benefits that were previously free. When applicable, Creators may give you advance notice of the Subscription Fee changes. If you don't agree with the Subscription Fee changes, you must cancel your subscription to the Paid Membership or you will be charged in accordance with the new Subscription Fees.
5.7. Refunds. While you may cancel your Paid Memberships at any time, refunds are issued in our sole discretion, or may be separately issued by the Creator, unless otherwise required by applicable law.
6 . Indemnification.
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7 . Third-Party Links & Ads; Other Users
7.1. Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads" ). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
7.2. Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, including without limitation any Benefits offered by Creators through any Paid Memberships, you acknowledge and agree that we are not responsible for any User Content, Benefits, or Paid Memberships, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, Benefits, or Paid Memberships. Your interactions with other Site users, whether Creators or Community Members, are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, whether a Creator or a Community Member, we are under no obligation to become involved.
7.3. Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
8 . Disclaimers
THE SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9 . Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. Term and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.4, Section 3 and Sections 6 through 13.
11. Copyright Policy.
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: