Terms and Conditions

These Terms and Conditions (this “Agreement”) explain the terms by which subscribers (“Users”) may use the platform, and other online or mobile services provided by Local Genius (collectively, the “Service”). Please read this Agreement carefully before using the Service. By accessing or using the Service, you agree that you have read, understood, and agree to be bound by this Agreement, and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, and others who access the Service (collectively, “Users”).

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. HOW WE UPDATE THESE TERMS OF USE

This Agreement is maintained on our website. We reserve the right, in our sole discretion, to modify or replace this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material way, we will update the ‘last updated’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.

2. ACCEPTABLE USE OF THE SERVICE

To keep the Service running smoothly for all of our Users, you agree that you will use the Service only in a manner consistent with the Acceptable Use Policy below.

3. SHARING YOUR CONTENT

a.

Your content.

We may allow you to post content on the Service, including training materials, videos, comments, photos, blog posts, messages, blog URLs, and other materials. Any content a user submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content.” Users retain ownership of all user content.

b.

How we can use your content.

You own all of the User Content that you post or publish (“post”) on the Service. You permit us to use your company and/or trade name and logo in our Service and other promotional materials.

c.

Your responsibility for your content.

By uploading, posting, submitting or otherwise disclosing or distributing User Content, you represent and warrant that you own all rights in your User Content and that any User Content you post (1) does not and will not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy/data protection or otherwise violates, or encourage any conduct that would violate, any applicable law, rule, statute, ordinance, court or agency decision or regulation (collectively, the ‘Laws’), (2) would not give rise to civil liability, (3) is not fraudulent, false, libelous, misleading or deceptive, (4) is not defamatory, obscene, pornographic, sexual, vulgar or offensive links to an adult orientated, pornographic or otherwise sexually orientated service, (5) does not and will not promote sexually explicit materials, illegal activities, violence, discrimination (based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise), bigotry, racism, hatred, harassment or harm against any individual or group (on the basis of age, colour, national origin, race, religion, sex, sexual orientation, handicap or otherwise), or (6) is not violent or threatening or promotes violence or actions that are threatening to any person or entity. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. We take no responsibility and assume no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. We are not responsible for any public display or misuse of your User Content.

d.

Definition of Intellectual Property Rights.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

4. OUR CONTENT

a.

Content.

Except for User Content, the Service, and all Intellectual Property Rights including therein and related thereto, are the exclusive property of Local Genius (“Exclusive Content”). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Service. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress protected by the laws of the United States and/or other countries or jurisdictions.

b.

Client Customizations.

The client owns or has rights to all intellectual property rights in and to any enhancements in functionality or custom plugins the Client (or Client representative) makes independent of its capabilities provided by a registered developer account. In such cases, the client is solely responsible for all maintenance and support related to such enhancements and plugins, including but not limited to, updates in Services and Software and iOS and Android updates.

c.

Feedback you provide.

You may choose to, or Local Genius may invite you to submit, comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.

d.

Analytics.

Local Genius may monitor User service activity.

5. MESSAGING

Local Genius may allow you to send messages through the Service to other Users, or to third parties (“Messages”). Local Genius may send administrative messages to you and other Users.

6. COPYRIGHT POLICY

We require that Users of the Service respect the copyright and other intellectual property rights of all third parties.

7. PRIVACY

We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy.

8. INDEMNITY

You agree to defend, indemnify and hold Local Genius harmless, along with, subsidiaries, agents, affiliates, vendors, officers and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account.

9. USE OF OUR SERVICE

a.

Eligibility.

You may use the Service only if you can form a binding contract, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement unless accompanied by a legal guardian. Because we respect the User community, the Service is not available to any Users previously removed from the Service.

b.

Access, Modifications to the Service.

We do not provide you with the equipment to use the Service. You are responsible for all fees charged by third parties to access and use the Service. We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice.

c.

Termination of Service.

If a user desires to terminate the service, such notice must be delivered to us in writing via email at

[email protected]

.

d.

Payments for Mobile Apps.

Users who use the Service via mobile apps acknowledge that any payments made for the mobile apps are collected by Google Play and Apple/iTunes App stores. Users agree to abide by the separate refund policy and refund procedures of the Google Play and Apple/iTunes App stores.

e.

Term and Termination.

The Agreement will continue for the entirety of the Term, one month, and automatically renew for the monthly subscription plan available at the time the Term ends. Either party may terminate this Agreement at any time and for any reason without notice to the other party. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment obligations due through the end of the Term or which have accrued up to the date of such termination or expiration.

f.

Account Registration.

In order to use the Services, you must register for an account. The registration is free of charge. You must provide accurate and complete information and keep the Account information updated.

g.

User Responsibility.

You are solely responsible for your activity and use of the Service. User will not be liable for your losses caused by any unauthorized use of your account, and you shall be solely liable for the losses due to such unauthorized use.

h.

Groups.

Users may create or join groups on the Service in order to share articles and other content, and to send messages to other Group members (a “Group”).

i.

Interaction with Other Users.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We will have no liability for your interactions with other Users, or for any User’s action or inaction.

j.

Separate End User Policies.

Users of mobile apps agree to abide by the separate Terms of Use, Privacy Policy and Acceptable Use Policy maintained in the Google Play and Apple/iTunes App stores.

k.

Changes to the Service.

We may, without prior notice, change the Service; change the pricing of the service; add or delete features of the Service; or create usage limits for the Service.

10. NO WARRANTY

THE SERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT THE CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

11. LIMITATION OF LIABILITY

11.1 NEITHER LOCAL GENIUS NOR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES, RESULTING FROM YOUR ACCESS OR USE OF THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE MAXIMUM TOTAL LIABILITY OF LOCAL GENIUS, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS TO YOU FOR ANY CLAIM RELATED TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE OR $10. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. TERMINATION OF YOUR ACCOUNT AND THE SERVICE

Local Genius may terminate or suspend the Service in whole or in part immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Service will immediately cease.

All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. MISCELLANEOUS TERMS

a.

Entire Agreement.

This Agreement and the Terms and Conditions set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes any and all prior oral and written agreements, understandings and quotations relating thereto. No waiver, amendment, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the parties.

b.

Governing Law.

This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Utah without regard for the conflict of law rules of any jurisdiction. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated by this Agreement.

c.

Severability.

If any provision of this Agreement is invalid or unenforceable, such provision will be enforced only to the extent that it is not in violation of such law or is not otherwise unenforceable and all other provisions of this Agreement will remain in full force and effect.

d.

Waiver.

The failure of a party in any one or more instances to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms on any future occasion.

e.

Force Majeure.

We will not be responsible for any nonperformance or delay caused by acts of God, man-made or natural disasters, acts of terrorism, infectious disease, public utility interruptions, discontinuance of necessary products or unavailability of a service.

f.

Notices.

Any notice that is required or permitted hereunder shall be deemed given only if delivered personally or by registered or certified U.S. mail, return receipt requested and postage prepaid, or by a nationally recognized overnight delivery service at:

401 Ryland Street

Suite 200-A

Reno, NV 89502

g.

Publicity Reference.

We may include your name, your app or your web courses in our general listing of reference lists, press releases, success stories and other marketing materials.