Terms of Service

A. Acceptance of Terms

PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The zelocal Terms of Use and the Privacy Policy represent a legally-binding agreement between zelocal, a New York corporation (“zelocal”) and you. The Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in (i) the zelocal website, including but not limited to; the collection of online resources, classified advertisements, forums, various email functions and internet links, and all content and zelocal services available through the domain and sub-domains of zelocal located at www.zelocal.com (collectively referred to herein as the “Website”), and (ii) the services provided by individuals through the Website (the “Services”). The Terms of Use described below incorporate and expressly include the Privacy Policy and apply such to all users of the Website, including users who are also contributors of any content, information, private and public messages, advertisements, and other materials or Services on the Website.

By using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, and by clicking below on “I Have Read and Agree to the Terms of Use and the Privacy Policy,” confirming that you understand the contents herein, including the Terms of Use and the Privacy Policy of zelocal, you give your consent to every provision of these Terms of Use. If you do not so agree to the Terms of Use and the Privacy Policy you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Website immediately. All references to “you” or “your,” as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and “you“ and “your” herein shall refer to that business.

1.MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

zelocal reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, or any part thereof, including the Privacy Policy, at any time and without notice, such amended terms to be effective upon posting the amended Terms of Use at the domain of http://www.zelocal.com/about/terms where the prior version of the Terms of Use were posted, or by communicating the amendments through any method of written contact that zelocal has established with you. It is your responsibility to review the Terms of Use for any changes. Your use of the Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised terms. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Website.

2.PRIVACY POLICY

zelocal has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced above and explicitly incorporated into the Terms of Use set forth herein.

The Privacy Policy is located at: http://zelocal.com/privacy_policy

For information about our data protection practices, please see our Privacy Policy. By using zelocal, you acknowledge and agree that zelocal may access, preserve, and disclose your Account (as defined in Section B below) information and any Submitted Content (as defined in Section C below) associated with that Account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce the Terms of Use, including the investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of zelocal, its users and the public. Failure to exercise or utilize any right or privilege as defined in either zelocal’s Privacy Policy and or Terms of Use, shall not constitute a waiver of said right or privilege, nor shall zelocal be held liable and/or responsible for failure to utilize and/or exercise any rights or privilege under the Terms of Use or Privacy Policy.

You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices may occur and expressly consent to any such changes.

B. Membership and Accessibility

1.LICENSE TO ACCESS

zelocal hereby grants you a non-exclusive, revocable license to use the Website as set forth in the Terms of Use; provided, however, that:

• you will not copy, distribute, or make derivative works of the Website in any medium without zelocal’s prior written consent;
• you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purposes; and/or
• you will otherwise act in accordance with the terms and conditions of the Terms of Use and in accordance with all applicable local, state, and federal laws.

2.MEMBERSHIP ELIGIBILITY CRITERIA

Full use of the Website is available only to, individuals who are at least 13 years old as discussed in more detail in the Privacy Policy.

To access and participate in certain features of the Website pursuant to the foregoing license, you will need to create a password-protected account (“Account”). You are solely responsible for safeguarding your password at all times and shall keep your password secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify zelocal immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another’s Account without permission. You hereby acknowledge and agree that zelocal will not be liable for your losses caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of ZeLocal or others due to such unauthorized use. An Account holder is sometimes referred to herein as a “Registered User.”

In connection with your license to access and use the Website, including, without limitation, setting up your Account, offering Services (being a “Service Provider”), obtaining Services (being a “Service User”), organizing a meeting or event (being an “Organizer”) you acknowledge and agree that you shall comply with the following policies (the “Account Policies”):

• You will not copy or distribute any part of the Website in any medium without zelocal’s prior written authorization.
• You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose.
• You will provide accurate and complete information when creating your Account.
• You shall not use any automated system, including but not limited to, “robots,” “spiders,” “offline readers,” “scrapers,” etc., to access the Website for any purpose without zelocal’s prior written approval or in any way that transmits more request messages to the zelocal servers, or any server of a zelocal subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. zelocal reserves the right to revoke these exceptions either generally or in specific cases.
• You shall not take any action that (i) unreasonably encumbers or, in zelocal’s sole discretion, may unreasonably encumber the Website’s infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses zelocal’s measures that are used to prevent or restrict access to the Website.
• You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.
• You affirm that you are at least 13 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use consistent with the Federal Children’s Online Privacy Protection Act of 1998 (COPPA).

If you do not meet, or are unable to comply with, any of the above-referenced membership eligibility criteria or Account Policies, you are expressly forbidden from utilizing the website, and may face prosecution and /or all other remedies available under the law.

3.ADDITIONAL POLICIES

Your access to, use of, and participation in the Website is subject to the Terms of Use and all applicable zelocal regulations, guidelines and additional policies that zelocal may set forth from time to time, including without limitation, a copyright policy and any other restrictions or limitations that zelocal publishes on the Website (the “Additional Policies”). You hereby agree to comply with the Terms of Use and Additional Policies and your obligations thereunder at all times. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use and Additional Policies at any time without further notice. If we do this, we will post the changes to these Terms of Use and Additional Policies on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Website after any such changes constitutes your acceptance of the new Terms of Use and Additional Policies. If you do not agree to abide by these or any future Terms of Use and Additional Policies, do not use or access (or continue to use or access) the Website. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and Additional Policies and to review such changes. You hereby acknowledge and agree that if you fail to adhere to any of the above-referenced Terms of Use and Account Policies, including any membership eligibility criteria, zelocal, in its sole discretion, may terminate your Account at any time and without prior notice to you.

C. Member Conduct

1.PROHIBITIONS ON SUBMITTED CONTENT

You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including but not limited to text, images, video, sound, data, information, or software, to any part of the Website, including your profile (“Profile”), the posting of your Service (“Offer”), the posting of your desired Service (“Wants”), the posting of organizing any event or meeting for any purpose (“Causes”) or the posting of any opinions or reviews (“Ratings”) in connection with the Website, the Service, the Service Provider, the Service Buyer, or the Organizer that:

• misrepresents the source of anything you post, including impersonation of another individual or entity;
• provides or create links to external sites that violate the Terms of Use;
• is intended to harm or exploit any individual under the age of 18 (“Minor”) in any way;
• is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;
• invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their foreknowledge and willing consent;
• contains falsehoods or misrepresentations that could damage zelocal or any third party;
• is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;
• is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant zelocal all of the license rights granted herein;
• contains or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture-installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another’s copyright, intellectual property right, or any other proprietary right;
• is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
• intends to harm or disrupt another user’s computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming;
• impersonates, uses the identity of, or attempts to impersonate a zelocal employee, agent, manager, host, another user, or any other person though any means;
• advertises or solicits a business not related to or appropriate for the Website;
• contains or could be considered “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate marketing”, or unsolicited commercial advertisement;
• contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;
• distributes or contains viruses or any other technologies that may harm zelocal, or the interests or property of zelocal users;
• contains links to commercial services or websites, except as allowed pursuant to the Terms of Use;
• is non-local or irrelevant content;
• contains identical content to other open Postings you have already posted; or
• uses any form of automated device or computer program that enables the submission of Postings without the express written consent of zelocal;
• and may in any way violate the laws of the United States and/or the laws of any individual state in which service may be provided.

2.NO DISCRIMINATION

• Employment Postings.
  Federal, state and local laws prohibit employment postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap or other protected class. zelocal will not knowingly accept any Posting for employment which is in violation of the law. zelocal has the right, in its sole discretion and without prior notice to you, to immediately remove any employment Posting that in its sole opinion discriminates or is any way in violation of any federal, state, or local law.
• .Real Estate Postings.
  The Federal Fair Housing Act of 1968 prohibits real estate postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, handicap or familial status or an intention to make any such preference, limitation or discrimination. zelocal will not knowingly accept any Posting for real estate which is in violation of the law. zelocal has the right, in its sole discretion and without prior notice to you, to immediately remove any real estate Posting that in its sole opinion discriminates or is any way in violation of any federal, state, or local law.

3.PROHIBITIONS WITH RESPECT TO SERVICES

While using the Website, you shall not:

• post content or items in any inappropriate category or areas on the Website;
• violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;
• fail to perform Services purchased from you, unless the buyer fails to meet the posted terms, refuses to pay, a clear typographical error is made, or you cannot authenticate the buyer’s identity;
• manipulate the price of any Service or interfere with other users’ postings;
• post false, inaccurate, misleading, defamatory, or libelous content;
• take any action that may undermine the Ratings systems.

4. FEEDBACK

As a participant in the Website you shall be careful, prudent, and use good judgment when posting Ratings for another user. The following actions constitute inappropriate uses of the Rating System: (a) threatening to leave negative or impartial Ratings for another user unless that user provides services or organizes events not included in the original Posting or not agreed to as part of the Service to be provided or Event to be held; (b) leaving Ratings in order to make the Service Provider, Service User, or Organizer appear better than he or she actually is or was; and (c) including conditions in an Offer, Want or Event posting that restrict a Service Provider, a Service User, or an Organizer from leaving Ratings.

• Sanctions for Inappropriate Use of the Rating System.
  If you violate any of the above-referenced rules in connection with the Rating System, zelocal, in its sole discretion, may take any of the following actions: (i) cancel your Ratings or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Rating System page.
• Reporting Inappropriate Use of the Rating System.
  You may contact zelocal regarding any inappropriate use of the Rating System via-email at shout@zelocal.com.
• Resolving Disputes in Connection with Rating System.
  In the event of any dispute between users of the Website concerning the Rating System, zelocal shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, ZELOCAL HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH RATINGS OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFOR.

D. Rules for Service Providers or Organizers

1.PROFILES AND POSTINGS MUST NOT BE FRAUDULENT

Subject to certain exceptions set forth in the Terms of Use or Additional Policies, Users shall not: (a) list Services, Events or offers relating to any Service or Event in an inappropriate category; (b) misrepresent the location at which they will provide a Service or organize and hold the Event; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Rating, or any other title or description relating to a Service or Event; or (d) use misleading titles that do not accurately describe the Service or Event.

2.PROFILES AND OFFERS MUST PROMOTE A FAIR PLAYING FIELD AND PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL WEBSITE USERS

Subject to certain exceptions set forth in the Terms of Use or Additional Policies, Service Providers shall not: (a) solicit Service Users to mail cash or use other payment methods; (b) include links that do not conform to zelocal’s policies with respect to third-party links; (c) use certain types of HTML and JavaScript in Postings, your Profile page, your Offer page, your Event page or your Wants page; (d) use profanity in any Posting.

3.SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROVIDERS

If a Service Provider violates any of the above-referenced rules in connection with his or her Posting, zelocal, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the User’s Account privileges; (c) suspend the User’s Account; (e) decrease the Service Provider’s status earned via the Rating System page.

E. Rules for Service Users

1.SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

(a) commit to purchasing or using a Service or participating in an Event without paying if such requirements are posted; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) agree to purchase a Service or participate in an Event when you do not meet the Service Provider’s or Organizer’s terms as outlined in the Posting, or agree to purchase a Service or participate in an Event with the intention of disrupting a Posting; or (d) misuse any options made available now or in the future by zelocal in connection with the use or purchase of any Service.

2.SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

If a User violates any of the above-referenced rules in connection with his or her Posting, zelocal, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the User’s Account privileges; (c) suspend the User’s Account; and/or (d) decrease the User’s status earned via the Rating System.

F. Use of Submitted Content

1.NO CONFIDENTIALITY

The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, your Event, any Ratings, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, zelocal does not guarantee any confidentiality with respect to any Submitted Content.

2.YOUR REPRESENTATIONS AND WARRANTIES

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize zelocal to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use.

3.YOUR OWNERSHIP RIGHTS AND LICENSE TO ZELOCAL

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to zelocal for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to zelocal a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and zelocal’s (and its successor’s) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website.

You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

4.ZELOCAL’S DISCLAIMERS AND RIGHT TO REMOVE

• zelocal does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and zelocal expressly disclaims any and all liability in connection with all Submitted Content. zelocal does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and zelocal will remove any Data (as defined below) or Submitted Content if properly notified, pursuant to the “take down” notification procedure described in Section G below, that such Posting or Submitted Content infringes on another’s intellectual property rights. zelocal reserves the right to remove any Data or Submitted Content without prior notice. zelocal will also terminate a user’s access to the Website, if he or she is determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Website more than twice. zelocal also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. zelocal may remove such Submitted Content and/or terminate a user’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion.
• You acknowledge and understand that when using the Website, you will be exposed to Submitted Content from a variety of sources, and that zelocal is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ZeLocal with respect thereto, and agree to indemnify and hold zelocal, its owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
• You are solely responsible for the photos, profiles and other content (i.e., Submitted Content) that you publish or display on or through the Website, or transmit to other Website users. You understand and agree that zelocal may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Website users or others.

G. Copyright Infringement Take Down Procedure

Pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA”), zelocal has established policies for dealing with alleged and actual copyright infringement. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please send the following information to our Copyright Agent (see 17 U.S.C. § 512(c)(3) for further detail): (i) a description of the copyrighted work that you claim has been infringed; (ii) a description of where the allegedly infringed material is located on the Website; (iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (iv) your address, telephone number, and email address so that zelocal is able to contact you; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf . A statement by you comprised of the foregoing points is referred to herein as the “Notice.”

zelocal’s designated Copyright Agent to receive Notice of claimed infringement is: Leslee Schwartz, Esq., 114 West 17th Street, 3rd Floor, New York, NY 10011, email: lschwartz@zelocal.com , telephone: 646-896-1600, fax: 646-896-1601. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to zelocal customer service through e-mail at shout@ZeLocal.com. You acknowledge that if you fail to comply with all of the requirements, your Notice may not be valid. zelocal will remove any infringing material, subject to the procedures outlines in the DMCA. Notwithstanding zelocal’s instructions above, you are solely responsible for ensuring that any Notice you provide to zelocal complies with the provisions of the DMCA.

H. Modifications to or Termination of Website

1.MODIFICATION OR CESSATION OF WEBSITE

zelocal reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that zelocal shall not be liable to you or to any third party for any modification, suspension or discontinuance of zelocal services.

2.TERMINATION BY ZELOCAL

You hereby acknowledge and agree that zelocal, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website (“Termination of Service”), immediately and without notice, for any reason, including without limitation, Account inactivity or if zelocal believes or has reason to believe that you have violated any provision of the Terms of Use.

3.EFFECT OF TERMINATION

Upon Termination of your Account, your right to participate in the Website, including, but not limited to, your right to offer or purchase Services and participate in Events shall automatically terminate. In the event of Termination of Service your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the zelocal system.

Unless zelocal has previously canceled or terminated your use of the Website (in which case subsequent notice by zelocal shall not be required), if you provided a valid email address during registration, zelocal will notify you via email of any such termination or cancellation, which shall be effective immediately upon zelocal’s delivery of such notice.

Upon Termination of Service, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of zelocal Data (as defined below), Marks (as defined below) and other content in your possession or control. You further acknowledge and agree that zelocal shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination of Service, zelocal retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted zelocal hereunder shall remain in effect for the foregoing purpose. In no event is zelocal obligated to return any Submitted Content to you. Sections H, K, L, O, P, Q, S, T, and U (including the section regarding limitation of liability), shall survive expiration or termination of the Website or your Account.

You agree to indemnify and hold zelocal, and its officers, managers, members, affiliates, successor, assigns, directors, agents, service providers, suppliers, and employees harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of the Termination of Service.

I. Intellectual Property Rights

1.1. ZELOCAL OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE

The content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Data”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by zelocal, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

Data on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. zelocal reserves all rights not expressly granted in and to the Website and the Data. You agree to not use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.

2.ZELOCAL’S LICENSE TO YOU FOR THE USE OF DATA AND MARKS

The Website contains zelocal’s Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and zelocal owns and retains all rights in the zelocal Data and Marks. Subject to these Terms of Use, zelocal hereby grants you a limited, revocable, nontransferable, nonsublicensable license to reproduce and display the zelocal Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Website.

The Website may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.

zelocal may authorize you to use an “Embeddable Player” feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website; provided, however, that you provide a link back to the Website on any pages that contain the Embeddable Player. zelocal reserves the right to discontinue any aspect of the Website at any time.

J. ZeLocal Fees

1.FEES INCURRED BY WEBSITE USERS

Joining ZeLocal and viewing posted Services is free.

K. Negotiation of Terms of Service; Disputes Between Registered Users

1.NEGOTIATION WORKSHEET AND CONTRACT TEMPLATE

Registered Users acknowledge and agree that (i) they are solely responsible for addressing all issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up to such Registered Users, if they so desire, to enter into a signed, written contract with another Registered User, that addresses all of the relevant issues in regards to their transactions.

2.ZELOCAL IS NOT A PARTY TO ANY SERVICE CONTRACT

Each Registered User hereby acknowledges and agrees that zelocal is NOT a party to any oral or written Agreement for Service, Online Agreement, or contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.

3.NO AGENCY OR PARTNERSHIP

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Website. You do not have any authority whatsoever to bind zelocal in any respect. All Service Providers and Event Organizers are independent contractors. Neither zelocal nor any users of the Website may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

4.DISPUTES BETWEEN REGISTERED USERS

Subject to the provisions regarding disputes between Website participants, your interactions with individuals and/or organizations found on or through the Website, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, Service Providers, Service Users and Even Organizer.

NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT ZELOCAL SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE WEBSITE, OR BETWEEN REGISTERED USERS OR ANY WEBSITE USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT ZELOCAL IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE WEBSITE USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE ZELOCAL, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER.

L. Dispute Resolution

If a dispute arises between you and ZeLocal, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and ZeLocal hereby agree that we will resolve any claim or controversy at law or equity that arises out of the Terms of Use or the Website in accordance with this Section L or as is agreed by and between the parties in writing. Before resorting to the filing of a formal lawsuit, you hereby agree to first contact us directly to seek a resolution via e-mail at shout@zelocal.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

1.GOVERNING LAW

The Terms of Use shall be governed in all respects by the laws of the State of New York, without reference to its conflict of law provisions. You agree that any claim or dispute you may have against zelocal must be resolved by a court located in New York, New York, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within New York, New York for the purpose of litigating all such claims or disputes.

2.IMPROPERLY FILED CLAIMS

All claims you bring against zelocal must be resolved in accordance with this Dispute Resolution Section L. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, zelocal may recover reasonable attorneys’ fees and up to $1000 of costs, provided that zelocal has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

M. Advertisements

Many aspects of the Website and other zelocal services may be supported by advertising revenue. As such, zelocal may display advertisements and promotions on the service. The manner, mode and extent of advertising by zelocal on the Website are subject to change. You agree that zelocal shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Website.

N. Third-party Links

The Website may provide, or third parties may provide, links to other websites or resources. Because zelocal has no control over such sites and resources, you acknowledge and agree that zelocal is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. You further acknowledge and agree that zelocal shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such website or resource.

O. Disclaimer of Warranties

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZELOCAL AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. ZELOCAL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS WEBSITE’S DATA, SUBSTANCE, OR SUBMITTED CONTENT, OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, MARKS, CONTENT OR SUBMITTED CONTENT; AND/OR (VII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, MARKS, CONTENT, OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. ZELOCAL DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT, AND ZELOCAL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

P. Limitations of Liability

1.LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ZELOCAL, OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, ANY SERVICES OFFERED OR EVENTS ORGANIZED BY ANY SERVICE PROVIDERS OR EVENT ORGANIZER VIA THE WEBSITE, INCLUDING SERVICES PROVIDED AND EVENTS ORGANIZED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE OR EVENT FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, MARKS OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE OR EVENT, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR EVENT THE FORMATION OF A CONTRACT FOR A SERVICE OR EVENT, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; AND/OR (IX) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, MARKS, OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZELOCAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

2.YOU HEREBY ACKNOWLEDGE AND AGREE THAT ZELOCAL SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ZELOCAL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS ENTERED INTO INDEPENDENTLY OF THE WEBSITE.

THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY ZELOCAL. ZELOCAL DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY WEBSITES. IN ADDITION, ZELOCAL WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE WEBSITE, YOU EXPRESSLY RELIEVE ZELOCAL FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY WEBSITE THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE WEBSITE.

3.FORCE MAJEURE
Neither ZeLocal nor you shall be liable to the other for any delay or failure in performance under the Terms of Use, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

Q. Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ZELOCAL, AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE WEBSITE.

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU FOREVER RELEASE ZELOCAL (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE AND/OR ANY SUBMITTED CONTENT.

THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY ZELOCAL WITHOUT RESTRICTION.

R. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS O AND P MAY NOT APPLY TO YOU.

S. No Third-party Beneficiaries

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

T. Notice

You agree that zelocal may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Website.

U. General Information

1.ENTIRE TERMS OF USE

The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published by zelocal on the Website, shall constitute the entire agreement between you and zelocal concerning the Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and zelocal’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

2.2. STATUTE OF LIMITATIONS

You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

3.3. SECTION HEADINGS

The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.