Localmind Terms of Use

Localmind, Corp. (“Localmind”/“we”/“us”) OWNS AND OPERATES THE WEBSITE LOCATED AT www.localmind.com (“WEBSITE”) AND THE LOCALMIND MOBILE APPLICATIONS (THE “LOCALMIND APP”). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE, USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE, USERS WHO DOWNLOAD THE LOCALMIND APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE OR THE LOCALMIND APP.

BY USING THIS WEBSITE AND/OR THE LOCALMIND APP YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THE LOCALMIND APP OR THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY LOCALMIND FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE OR LAST USE OF THE LOCALMIND APP. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THE WEBSITE OR THE LOCALMIND SERVICE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

  1. The Localmind Service.

    The Localmind service allows users to send questions to people checked-in at remote locations. Questions are sent from the web or the Localmind App, and received either by SMS or through push notifications to the end user’s mobile phone (the “Localmind Service”). In order to access the Localmind Service and start asking or responding to questions with other users, you must be a registered user on at least one social media website (eg. Twitter, Facebook, Gowalla) and you must create a user account with Localmind. Users can use the Localmind Service from a computer or a personal mobile device if they have downloaded the Localmind App. For further information on the Localmind Service please check out our FAQs at http://www.localmind.com/faq.

  2. Content.

    All information, data, text, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website or via the Localmind App (“User Content”), is the sole responsibility of the user transmitting it. This means that the viewer or user, and not Localmind, are entirely responsible for all such User Content uploaded, posted, emailed, transmitted or otherwise made available by using the Localmind Service. Localmind does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Localmind Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Localmind be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Localmind Service.

  3. Restrictions on User Content and Use of the Localmind Service.

    Localmind reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate user accounts and access. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

    In using the Website, Localmind App and, more generally, the Localmind Service You shall not:

    1. copy any content unless expressly permitted to do so herein;

    2. upload, post, email, transmit or otherwise make available any material that:

      1. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
      2. You do not have a right to make available under any law or under a contractual relationship;
      3. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
      4. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
      5. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
      6. contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
    3. impersonate any person or entity or misrepresent their affiliation with a person or entity;

    4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;

    5. interfere with or disrupt the Localmind Service, Website or servers or networks connected to the Localmind Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

    6. intentionally violate any applicable local, state, national or international law or regulation;

    7. collect or store personal data about other users or viewers;

    8. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Localmind App;

    9. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Localmind App or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law; or

    10. register for the Localmind Service on behalf of a group or corporate entity.

    You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.

  4. License of Content.

    By submitting, posting or displaying User Content on or through the Localmind Service, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content. Localmind will not be responsible or liable for any use of User Content in accordance with these Terms of Use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

  5. End User License.

    Except for User Content, the Localmind App, this Website, and the information and materials that it contains, are the property of Localmind and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, Localmind grants you a non-transferable, non-exclusive, license to (a) use the Website for your use, and (b) download, install and use one copy of the Application on a mobile device that you own or control for your use (the “License”). The Localmind App is licensed to you and not sold. Nothing in these Terms of Use gives you a right to use the Localmind or Localmind names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website or Localmind App shall be subject to these Terms.

  6. Feedback.

    If You provide Localmind with any suggestions, comments or other feedback relating to any aspect of the Website, Localmind App and/or the Localmind Service ("Feedback"), Localmind may use such Feedback for the Localmind Service and in the Website or in any other Localmind products or services (collectively, "Localmind Offerings"). Accordingly, You agree that: (a) Localmind is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Localmind, (c) Localmind (including all of its successors and assigns and any successors and assigns of any of the Localmind Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Localmind Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Localmind or any of the other users of the Website in respect of the Feedback.

  7. Advertising

    You acknowledge and agree that the Website and Localmind App may contain advertisements. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that Localmind shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings. You shall be responsible for obtaining access to the Website and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the Website. It is your responsibility to ascertain whether any information or materials downloaded from the Website are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.

  8. Emails

    You acknowledge and agree that Localmind may occasionally send you emails. These emails may include questions other users have asked you, answers to questions you have posted, welcome emails, and emails describing updates to the Localmind service.

  9. Links & Third-Party Websites.

    This Website (including User Content) may contain links to other websites that are not owned or controlled by Localmind. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Localmind of that third party, third party product or service. Localmind is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that Localmind endorses or accepts any responsibility for the content or use of such websites, and You hereby release Localmind from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.

    While Localmind does not prohibit linking to third party website and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 3 of these Terms of Use. Localmind reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.

    This Application and Website use the foursquare® application programming interface but is not endorsed or certified by Foursquare Labs, Inc. All of the foursquare® logos (including all badges) and trademarks displayed on this Application and Website are the property of Foursquare Labs, Inc.

  10. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS.

    THE WEBSITE, LOCALMIND SERVICE, LOCALMIND APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." LOCALMIND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LOCALMIND SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. LOCALMIND DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR THE LOCALMIND APP OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE OR LOCALMIND APP, AND LOCALMIND SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. LOCALMIND WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE LOCALMIND SERVICE.

  11. LIMITATION OF LIABILITY.

    UNDER NO CIRCUMSTANCES SHALL LOCALMIND BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, THE LOCALMIND APP OR THE LOCALMIND SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE LOCALMIND SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR LOCALMIND APP, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF LOCALMIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LOCALMIND’S 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 THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID LOCALMIND IN THE PRIOR 12 MONTHS (IF ANY)THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  12. INDEMNIFICATION.

    YOU SHALL INDEMNIFY AND HOLD LOCALMIND AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH ANY MATERIALS (INCLUDING USER CONTENT) SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE LOCALMIND SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE.

  13. Termination.

    Localmind may, under certain circumstances and without prior notice, immediately terminate Your ability to access the the Localmind Service or portions thereof via the Website and/or the Localmind App. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with Localmind (including, without limitation, non-payment of any fees owed in connection with the the Localmind Service or otherwise owed by You to Localmind), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Localmind Service may also include removal of some or all of the materials uploaded by You to the Website or via the Localmind App. You acknowledge and agree that all terminations may be made by Localmind in its sole discretion and that Localmind shall not be liable to You or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of these terms of use by Localmind shall be in addition to any and all other rights and remedies that Localmind may have.

  14. Availability & Updates.

    Localmind may alter, suspend, or discontinue the Localmind Service, the Website and/or the Localmind App at any time and for any reason or no reason, without notice. The Website, Service and/or Localmind App may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Localmind may periodically add or update the information and materials on this Website without notice.

  15. Security.

    Information sent or received over the Internet is generally unsecure and Localmind cannot and does not make any representation or warranty concerning security of any communication to or from the Website or the Localmind App. You are responsible for safeguarding the password that you use to access the Localmind Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. Localmind will not be liable for any loss or damage arising from your failure to comply with these requirements.

  16. General.

    These Terms of Use, together with the Localmind Privacy Policy at http://www.localmind.com/legal/privacy, constitutes the entire agreement between the parties relating to the Localmind Service and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Localmind. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Localmind to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Localmind must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Localmind’s prior written consent.

    If you have any questions about these Terms of Use or if you wish to make any complaint or claim with respect to the Website, the Localmind App or the Localmind Service, please contact us at: info@localmind.com or by filling out a query form on the contact page of the Website.

Date: April 19, 2011

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