LocalXpert Terms of Service

1. ACCEPTANCE OF TERMS

Thank you for using LocalXpert’s innovative platform for consumers and businesses seeking to connect, ask questions, and establish mutually beneficial business relationships. LocalXpert provides the LocalXpert service to you, subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this site by LocalXpert (collectively the ‘Terms’).

We reserve the right to modify these terms by posting a notice on our website, or by sending you a notice via email, postal mail or phone. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective immediately upon first posting or notification, and use of our website or any services by you following such posting or notification constitutes your acceptance of these Terms as modified.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY MATERIALS OR BY COMPLETING THE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS.

2. THE LOCALXPERT SERVICE

LocalXpert provides users with access to a rich collection of on-line resources, including without limitation business web page profile hosting services, consumer questions and lead inquiries, online advertising services, couponing services, and the ability to contact merchants from whom consumers or businesses seek deals, or connections (collectively, the “Service”). Unless explicitly stated otherwise, any new features that enhance the current Service shall be subject to these Terms. In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

3. REGISTRATION OBLIGATIONS

The Service is available to individuals who are at least 18 years old and a resident of the United States. If you do not so qualify, do not attempt to register for or use the Service. LocalXpert may refuse to offer the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.

4. ACCOUNT USERS AND REGISTRATION OBLIGATIONS

In order to take advantage or use some of the features offer with the Services, you may be required to register and/or create an account with LocalXpert. By creating an account, you agree to take full responsibility for maintaining the account user name, password, and all related activity that occurs under your account username. LocalXpert reserves the right to close your account at any time for any reason or no reason, in its sole discretion. There are two classes of user accounts:

1. A “Consumer Account” is an account for your personal, non-commercial use only and may be used to submit, post, and transmit questions, requests for quotes on goods and services, and/or other types of content. Not forgoing the below, you may not impersonate someone else (e.g., adopt the identity of a celebrity, fictional character or real person other than yourself) and the email address you provide must be your own.

2. A “Business Account” is an account that represents a business listing on LocalXpert. In claiming, creating or updating the Business Account, you must be the owner or an authorized employee or representative of a corporation or other business entity. You may not provide an email address that is not your own or create multiple Business listings for the same business unless expressly authorized by LocalXpert.

In consideration of use of the Service, you agree to:

1. provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) andt

2. maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LocalXpert has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LocalXpert has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Additionally, you agree that if you provide false information to obtain access to a LocalXpert business site that you are not legally entitled to claim, LocalXpert will be entitled to collect liquidated damages of $1000 per violation or actual damages incurred by LocalXpert from you. You understand and agree that the service may include certain electronic and telephone communications from LocalXpert, including but not limited to, service announcements, status reports, administrative messages and the LocalXpert Newsletter, and that these communications are considered part of LocalXpert membership and (except as prohibited by applicable law) you may not be able to opt out of receiving them.

5. LOCALXPERT PRIVACY POLICY

For information regarding how we treat personal information of our users, please see LocalXpert’s current, full privacy policy at http://www.LocalXpert.com /privacy.html, which is incorporated by this reference.

6. USER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not LocalXpert, are entirely responsible for all Content that you upload, post or otherwise transmit via the Service. LocalXpert does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content, including but not limited to business endorsements and commentary. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable.

You agree to not use the Service to:

· Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

· Harm minors in any way;

· Impersonate any person or entity, including, but not limited to, a LocalXpert official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

· Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);

· Upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

· Upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

· Upload, post or otherwise transmit any material that 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;

· Promote or use the site for a commercial purpose for competitive products, except as expressly permitted by LocalXpert;

· Keyword spam or to otherwise attempt to manipulate search results;

· Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

· Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

· “Stalk” or otherwise harass another individual or merchant;

· Collect or store personal data about users any individual or merchant (including for the purposes of advertising to or soliciting any LocalXpert user to buy or sell any products or services) other than customers who willingly provide such information in order to explore bona fide business opportunities or connections.

· Create or submit unwanted email or messaging (‘Spam’) to any other LocalXpert user.

In addition, you agree that all hyperlinks and other offers comprising the Service (e.g. hyperlinks provided in connection with LocalXpert’s RSS feeds) may not be modified from the original form in which such hyperlinks and other offers are generally made available by LocalXpert.

7. COUPONS/SALES/PROMOTIONS

If you as a merchant publish discounts or provide quotes to consumers through the LocalXpert platform, you represent and warrant that you have authority to offer such a pricing and promise to honor the terms of that pricing as they are presented to the consumer through the LocalXpert platform. Without limitation of other representations, warrants, and indemnities elsewhere within these Terms, you specifically agree to indemnify LocalXpert against any claims by users of the service that the terms of a coupon or other offered pricing were not honored.

8. CONTENT SUBMITTED TO LOCALXPERT

LocalXpert does not claim ownership of the Content you place on your LocalXpert Site. By uploading, submitting or otherwise disclosing or distributing content of any kind on the LocalXpert website or otherwise through the Service, you:

· Grant to LocalXpert, its affiliates and their assignees the perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such content in any form for the purpose of providing the Services, including without limitation, any concepts, ideas or know-how embodied therein;

· Represent and warrant to LocalXpert that you own or otherwise control all rights to such content and that disclosure and use of such content by LocalXpert (including without limitation, publishing content at the LocalXpert website) will not infringe or violate the rights of any third party; and

· Acknowledge that the content may not be treated confidentially.

You agree not to provide LocalXpert with any confidential or proprietary information that you desire or are required to keep secret.

You acknowledge that LocalXpert does not pre-screen Content, but that LocalXpert and its designees shall have the right (but not the obligation) in their sole discretion to remove or block access to any Content that is available via the Service. Without limiting the foregoing, LocalXpert and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

User Content Rules
You agree that the Content you post will not:

1. Be offensive, harmful and/or abusive, including but not limited to, contain images depicting or language containing expletives or profanities, obscenities, harassment, vulgarities, sexually explicit material or that promotes bigotry or discrimination against protected classes (e.g., racist/discriminatory speech or imagery.)

2. Accuse others of illegal activity, or describe physical confrontations and/or sexual harassment.

3. Be of a nature that does not address the goods and services, atmosphere, or other attributes of the business or have no qualitative value (including, but no limited to, spam, chain or other mass messaging).

4. Be a shill or a deceptive advertisement or cause, or be a result of, a conflict of interest.

5. Violate any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights.

6. Be inappropriate based on the applicable subject matter.

7. Contain personal information or messages including email addresses, URLs, phone numbers and postal addresses.

8. Be commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes or other advertising materials.

9. Contain material that violates the standards of good taste or the standards of this Site.

10. Contain material that is illegal, or that violates any federal, state, or local law or regulation.

11. Contain language or images intended to impersonate other users (including names of other individuals) or offensive or inappropriate user names or signatures.

12. Contain material that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

9. INDEMNITY

You agree to indemnify and hold LocalXpert, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your Content, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.

10. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.

11. MODIFICATIONS TO SERVICE

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

12. TERMINATION

You agree that LocalXpert, in its sole discretion, may terminate your password, LocalXpert Site, use of the Service or use of any other LocalXpert service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if LocalXpert believes that you have violated or acted inconsistently with the letter or spirit of the Terms. LocalXpert may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that LocalXpert may immediately deactivate or delete your LocalXpert Profile and all related information and files in your LocalXpert Profile and/or bar any further access to such files or the Service. Further, you agree that LocalXpert shall not be liable to you or any third-party for any termination of your access to the Service.

13. ADVERTISEMENTS

LocalXpert runs advertisements and promotions on LocalXpert Sites. By creating your LocalXpert Site, you agree that LocalXpert has the right to run such advertisements and promotions. The manner, mode and extent of advertising by LocalXpert on your LocalXpert Site are subject to change in the sole discretion of LocalXpert.

14. COUPONS, DEALS, AND PROMOTIONS

Your correspondence or business dealings with, or participation in promotions of, merchants or advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You agree that LocalXpert shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

15. TERMS OF SERVICE AND PRIVACY POLICY

LocalXpert’s Terms of Service and Privacy Policy, made available online at http://www.LocalXpert.com/ tos.html and http://www.LocalXpert.com /privacy.html, as those policies may be changed from time to time, are hereby incorporated by reference into this Agreement, and Company agrees to be bound by and shall at all time comply with such Terms of Service and Privacy Policy. It is Company’s responsibility to be aware of any change to the Terms and Conditions by checking the TOS Agreement regularly.

16. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because LocalXpert has no control over such sites and resources, you acknowledge and agree that LocalXpert 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, or other materials on or available from such sites or resources. You further acknowledge and agree that LocalXpert 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, goods or services available on or through any such site or resource.

17. LOCALXPERT PROPRIETARY RIGHTS

You agree that all content and materials delivered via the Service or otherwise made available by LocalXpert are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by LocalXpert in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, you may print or download a reasonable number of copies of the materials or content at LocalXpert’s website for your internal business purposes; provided, that you retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from LocalXpert’s website to create or compile, directly or indirectly, a collection, database or directory without written permission from LocalXpert is prohibited. Any third party that contacts our users for commercial reasons, including to sell them products or services, is in violation of these terms and each individual violation is subject to $3,000 in penalties per instance.

Reproducing, copying or distributing any content, materials or design elements on the LocalXpert website for any other purpose is strictly prohibited without the express prior written permission of LocalXpert. Use of the content or materials for any purpose not expressly permitted in these Terms is prohibited. Any rights not expressly granted herein are reserved.

You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. LocalXpert grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by LocalXpert for use in accessing the Service.

18. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOCALXPERT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. LOCALXPERT MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOCALXPERT OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

19. LIMITATION OF LIABILITY

IN NO EVENT SHALL LOCALXPERT (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AMOUNTS IN THE AGGREGATE GREATER THAN TEN DOLLARS ($10), EVEN IF LOCALXPERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

20. 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 20 AND 21 MAY NOT APPLY TO YOU.

21. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service.

22. GENERAL INFORMATION

The Terms constitute the entire agreement between you and LocalXpert and govern your use of the Service, superseding any prior agreements between you and LocalXpert (including, but not limited to, any prior versions of the Terms). These Terms and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sublicensable by you except with LocalXpert’s prior written consent. LocalXpert may assign, transfer or delegate any of its rights and obligations hereunder without consent. You also may be subject to additional terms and conditions that may apply when you use affiliate or other LocalXpert services, third-party content or third-party software. The Terms and the relationship between you and LocalXpert shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and LocalXpert agree to submit to the personal and exclusive jurisdiction of the courts located within San Francisco County, California. The failure of LocalXpert to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

23. VIOLATIONS

Please report any violations of the Terms to us at info@LocalXpert.com.