Locally Informed Limited, Terms of Service

Last Updated: Sept 7, 2010

Locally Informed Limited ("Locally Informed", "we" or "us") is an online service provider that provides a set of services and technology applications that enable users to create their own News Websites utilizing our technology platform (the "Locally Informed Platform"). Locally Informed is not involved in the management of News Websites on the Locally Informed Platform and is not involved in the decisions relating to the focus of News Websites or the Content uploaded or published to News Websites using the Locally Informed Platform. These are your News Websites and, as a News Website Creator, you are responsible for managing them in all respects (including the actions, conduct, and Content of Your Members) in compliance with these Terms of Service (“Terms of Service” or “Agreement”).

These Terms of Service contain general terms that apply to all users of the Locally Informed Platform whether they create, join or browse News Websites. When using the Locally Informed Platform, you will also be subject to the Locally Informed Privacy Policy and additional posted guidelines, policies or rules applicable to specific services and features on the Locally Informed Platform, which may be posted by us from time to time (collectively, the "Guidelines"). All of these Guidelines are part of this Agreement and are hereby incorporated by reference. If you are purchasing or using any Locally Informed Credits; redeeming your Locally Informed Credits in any Marketplace; or submitting Credits for possible placement in a Marketplace (“Your Credits”), you will also be subject to the Locally Informed Credits Terms.

Additionally, if you are developing applications, products or services for use by any News Website Creator or their Members on the Locally Informed Platform, using Locally Informed's application programming interfaces ("APIs"), or have otherwise signed up for a developer account (thereby becoming a "Third Party Application Developer"), you will also be subject to the Locally Informed Application Developer Terms. If you are adding third party features, widgets or applications ("Third Party Applications") or adding custom code not provided by or endorsed by Locally Informed ("Non-Locally Informed Code") to your News Website or your profile, you will also be subject to the terms of such third party.

The Locally Informed Application Developer Terms and Credits Terms (collectively the “Other Locally Informed Terms”) are hereby incorporated by reference into these Terms of Service. These Terms of Service, including, the Other Locally Informed Terms and any Guidelines and future modifications (collectively the "Terms of Service" or "Agreement") govern your use of the Locally Informed Platform and is a legal contract between you and Locally Informed.

The Locally Informed Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the Locally Informed Platform. Any person who provides their personal information through the Locally Informed Platform represents to us that they are 13 years of age or older.

You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a News Website on the Locally Informed Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.

By registering with us or using or browsing the Locally Informed Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the Locally Informed Platform at any time.

Quick Reference:

Definitions
Creating Your Own News Website
Locally Informed Product Plans, Support Services, and Payment
Your Code and Licenses to Your Code
Your Content and Licenses to Your Content and News Website Data
Licenses From Locally Informed
Independent Development; Feedback
Locally Informed Trademarks and Legal Notices
Locally Informed Ownership Rights
Support and Interaction for News Website Creators
Advertising and Promotion for News Website Creators
Third Party Content and Hyperlinks to Third Party Sites
Representations and Warranties.
Acceptable Use and Conduct
Locally Informed Platform Policies
Locally Informed's Relationship with Users
Copyright Infringement/Digital Millennium Copyright Act Compliance
News Website Data
Your News Website
Your Account
News Website Design
Disclaimer of Warranties
Indemnity
Your Interactions with Other Users
Limitation of Liability
Changes to Locally Informed Platform
Amendments
Term and Termination
Governing Law; Venue
Relationship of the Parties
United States Export Controls
General
Contacting Locally Informed

1. Definitions

"Content" means (i) any work of authorship in a News Website, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; (ii) Your Credits; or (iii) other materials posted on or transmitted through any News Website or the Locally Informed Platform. "Your Content" is any Content that you submit to a News Website or the Locally Informed Platform, either as a Member or News Website Creator (each as defined below). If you are a News Website Creator, Your Content includes the name, logo, trademark, brand features and other Content that you make available. Content does not include News Website Code or Platform Code.

"Members" are users who have registered on the Locally Informed Platform. "Your Members" are Members who are active on Your News Website.

"News Websites" consist of News Website Code and other Content and are web applications running on top of the Locally Informed Platform. News Websites are created by News Website Creators and are provided for their Members of that News Website to interact and connect with other Members. News Website features may include Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others as well as Third Party Applications. If you are a News Website Creator, "Your News Website" is a News Website created and operated by you on the Locally Informed Platform.

"News Website Code" means the software code (i.e., HTML, Javascript, or .Net code) used to provide the functionality for a News Website that is interpreted by the Platform Code (as defined below). News Website Code consists of Locally Informed proprietary code, Third Party Software (as defined below), and may also consist of or interact with Your Code (as defined below), as applicable, but expressly excludes Platform Code.

"News Website Creator" is a user who creates, manages and operates one or more News Websites on the Locally Informed Platform. A News Website Creator is by definition a Member of each of his or her News Websites.

"News Website Creator Administration Page" is the web page where News Website Creators can manage their News Websites and Members and view and manage News Website Data.

"News Website Data" means all data collected from a News Website or Member and includes registration information, profile data, answers to News Website profile questions, all Content and other information contributed by Members, and statistical information and analytics relating to usage and interactions within the News Website.

"Locally Informed Product Plans" are the feature related services offered by Locally Informed for a fee initially available as Locally Informed Basic, Locally Informed Standard, and Locally Informed Pro.

"Locally Informed Support Services" are the support services provided by Locally Informed to News Website Creators for a fee.

"Locally Informed Technology" means the past, present and future content of the Locally Informed Platform, including all software in any format (including the Platform Code and News Website Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the Locally Informed Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Locally Informed Platform and the Locally Informed Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the Locally Informed Platform, and all Locally Informed Marks (as defined below), domain names, patents, and other intellectual property. Locally Informed Technology does not include Your Content or Your Code.

"Platform Code" means the proprietary portion of the Locally Informed Platform that is used to interpret the News Website Code and other services available on the Locally Informed Platform.

"Third Party Software" means software that is licensed to you by third parties, including software that is subject to so-called "open source" licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.

"Users" are all end users of the Locally Informed Platform, and include News Website Creators, Members, Third Party Application Developers, and any unregistered users or browsers.

"Your Code" means any script, code, or other computer software created by you that interacts with the Locally Informed Platform.

2. Creating Your Own News Website

The Locally Informed Platform is designed to give News Website Creators and their Members the freedom to create and control their own experiences on News Websites. Subject to this Agreement, as a News Website Creator, you are responsible for controlling and managing your News Website in all respects and as between Locally Informed and you, you own all of Your Code, Your Content, and Your News Website Data. Locally Informed does not claim any ownership rights in Your Code, Your Content, or Your News Website Data. In addition, Members of Your News Website are your responsibility and Locally Informed does not assume or accept any responsibility for the actions, conduct or Content of Your Members.

3. Locally Informed Product Plans, Support Services, and Payment

Locally Informed Product Plans and Support Services

As a News Website Creator, you must purchase a Locally Informed Product Plan for your News Website. In addition, you may purchase upgrades and Support Services from us. The categories and prices of the Locally Informed Product Plans and Support Services are described here and are subject to change from time to time. Locally Informed may choose to temporarily change the fees for the Locally Informed Product Plans and Support Services for promotional or new services, and such changes are immediately effective when Locally Informed posts the temporary promotional event or new service on the Locally Informed Platform. Any changes to fees for the Locally Informed Product Plans or Support Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the Locally Informed Platform. The changes shall only apply prospectively to the Locally Informed Product Plans or Support Services you've purchased. Unless otherwise stated, all fees are quoted in U.S. Dollars.

Payment

You are responsible for paying all fees and applicable taxes associated with the Locally Informed Product Plans or Support Services in a timely manner with a valid payment method. You authorize Locally Informed or its third party payment providers to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein "Payment Method") for all charges to your accounts with Locally Informed. Your Payment Method will be charged the current fee for the Locally Informed Product Plan or Support Service you choose on the date that you click on the purchase button in the ordering process. You agree that Locally Informed may automatically charge the fee to your Payment Method at the beginning of each recurring period. For example, if you choose a Locally Informed Product Plan or Support Service with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the purchase button. Additionally, we may offer a pre-pay payment option for payment of Locally Informed Product Plans or Support Services ("Pre-Payment Plan"). If you opt for a Pre-Payment Plan, your Payment Method will be charged the then-current fee for that Locally Informed Product Plan or Support Service at the commencement of each initial period and renewal period.

You acknowledge and agree that any credit card and related billing and payment information that you provide to Locally Informed may be shared by Locally Informed with companies who work on Locally Informed's behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to Locally Informed and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay Locally Informed all charges incurred under your account for any Locally Informed Product Plan or Support Services in which you or anyone else who uses your account enroll in accordance with this Agreement. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) Locally Informed may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) Locally Informed reserves the right to either suspend or terminate your Locally Informed Product Plans, Support Services, or your account with Locally Informed, including deletion of your News Website from the Locally Informed Platform.

Except as may be set forth in applicable Locally Informed Product Plan or Support Policies or Section 27 (Term and Termination), any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to Locally Informed within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of Locally Informed.

Taxes

You are responsible for paying any governmental taxes imposed on your use of the Locally Informed Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to Locally Informed the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that Locally Informed is obligated to collect such taxes, the applicable tax will be added to your billing account.

4. Your Code and Licenses to Your Code

You own all of Your Code that you create to interact with the Locally Informed Platform. Locally Informed does not claim any ownership rights in Your Code. If you create any of Your Code to interact with the Locally Informed Platform, subject to the licenses granted by you herein, you continue to retain any ownership rights you have and have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). At any point, you can take Your Code from Your News Website and cancel your account and Locally Informed shall not retain any license rights, except as provided below.

You hereby grant Locally Informed a non-exclusive, worldwide, transferable, royalty-free right and license to use, access, store, cache, publicly display and publicly perform Your Code (a) for the purpose of operating and making Your News Website available for interaction with the Locally Informed Platform and in all current and future media in which the Locally Informed Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes so that we may derive metrics and analytics relating to the Locally Informed Platform and Your News Website.

You are responsible for making sure that you have all rights in Your Code and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any Locally Informed Technology. Locally Informed disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your News Website and is not responsible for protecting Your Code.

5. Your Content and Licenses to Your Content and News Website Data

You own all of Your Content, Your News Website Data and other information that you upload to the Locally Informed Platform. Locally Informed does not claim any ownership rights in Your Content or Your News Website Data. After posting Your Content, you continue to retain any ownership rights you have to Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any News Website needs to comply with the terms of this Agreement. At any point, you can remove Your Content from Your News Website and cancel your account and Locally Informed does not retain any license rights.

You hereby grant Locally Informed, during the course of your usage of the Locally Informed Platform, a nonexclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display Your Content and News Website Data (a) for the sole purpose of operating and making Your Content and News Website Data available on the Locally Informed Platform and in all current and future media in which the Locally Informed Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes so that we may derive metrics and analytics relating to Your Content and News Website Data; and (ii) disclose any such metrics and analytics regarding Your Content and News Website Data for marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. This license will terminate at the time you remove Your Content from the Locally Informed Platform. Without limiting the foregoing, you agree that Content you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others).

You hereby agree that if Your Content is removed from any News Website due to a violation of these Terms of Service, including in response to any valid Copyright (as defined below) take down notice or because such Content contains illegal images, Locally Informed shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Locally Informed, any User or individual, or the general public.

You are solely responsible for Your Content and News Website Data. You are responsible for making sure that you have all rights in Your Content and News Website Data, including the rights necessary for you to grant the foregoing licenses to Your Content and News Website Data. You understand that whether or not Your Content is published or marked private by you, Locally Informed does not guarantee any confidentiality or privacy with respect to any of Your Content or News Website Data.

Additionally, you understand and agree that Your Content and News Website Data that is displayed on the Locally Informed Platform may continue to appear on the Locally Informed Platform, even after you have terminated your account, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.

In addition to the rights, licenses and privileges referred to above, you agree that Locally Informed may use and refer to your News Website (including screen shots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Locally Informed Platform, and any products, goods, features, capabilities and/or services associated with the Locally Informed Platform.

As a News Website Creator or Member you acknowledge that Locally Informed and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any News Website or the Locally Informed Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

If a News Website or Member account is removed from the Locally Informed Platform, the Content associated with that News Website may also be deleted at the discretion of the News Website Creator or Locally Informed. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a News Website. You should be aware that Locally Informed is not required and may not keep back-up copies of Content on the Locally Informed Platform once the News Website or Content is deleted. Additionally, Locally Informed makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the Locally Informed Platform and you should independently back-up and archive Your Content.

6. Licenses From Locally Informed

License to Locally Informed Platform

During and subject to the terms and conditions of this Agreement, Locally Informed hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the Locally Informed Platform solely to enable your use and creation of News Websites on the Locally Informed Platform. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or News Website Code.

You agree that, as between you and Locally Informed, all the intellectual property rights in the Locally Informed Technology are owned by Locally Informed or its licensors.

License Restrictions

Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:

Run, rent, lease, loan, or sell access to the Locally Informed Platform or the Locally Informed Technology.
Decompile or reverse engineer or attempt to access the source code of the software underlying the Locally Informed Platform or Locally Informed Technology.
Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any Locally Informed Technology.
Access the Locally Informed Platform to build a product using similar ideas, features, functions, interface or graphics of the Locally Informed Platform.
Access (or attempt to access) any service on the Locally Informed Platform by any means other than as permitted in these Terms of Service.
Circumvent, disable or otherwise interfere with security related features of the Locally Informed Platform or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the Locally Informed Platform or the Content and Third Party Content therein.
Access the Locally Informed Platform to upload Your Code or Your Content to cause a breach of security to the Locally Informed Platform or any News Website or interfere with the proper working of the Locally Informed Platform or prevent others from using the Locally Informed Platform.
Delete the copyright and other proprietary rights notices on the Locally Informed Platform.

7. Independent Development; Feedback

You agree that Locally Informed may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing Locally Informed from creating, using or offering for use such software, content and other items, without any obligation to you.

You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your News Website or the Locally Informed Platform (including the News Website Code and Platform Code), including, without limitation, on the Locally Informed Blog, Creators News Website, Developers News Website, the Locally Informed Open Social Directory, or in connection with surveys we send to you and as part of your participation in our News Website Creators Council ("Feedback"). If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant Locally Informed a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use such Feedback.

8. Locally Informed Trademarks and Legal Notices

Locally Informed trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Locally Informed Platform "Locally Informed Marks" are the trademarks of Locally Informed and may not be used without permission. Locally Informed is not granting you a license under any intellectual property right to the Locally Informed Marks. Other trademarks, logos, and trade names that may appear on the Locally Informed Platform are the property of their respective owners.

9. Locally Informed Ownership Rights

You agree that, as between you and Locally Informed, Locally Informed owns all right, title and interest, including, all intellectual property rights, in and to the Locally Informed Technology. Any rights not expressly granted herein, are reserved to Locally Informed. You agree to abide by all copyright notices, information, or restrictions contained in any part of the Locally Informed Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Locally Informed Platform, including notices on any Locally Informed Technology you download, transmit, display, print or reproduce from or using the Locally Informed Platform.

10. Support and Interaction for News Website Creators

If you are a News Website Creator, Locally Informed provides documentation to assist you in creating and enhancing Your News Website(s). You may access helpful information here. You are responsible for implementing and maintaining all support for Your News Website(s), including answering questions from Your Members. This includes, if you've customized the News Website Code yourself (only as authorized by Locally Informed), fixing bugs that Your Members might find and tell you about.

11. Advertising and Promotion for News Website Creators

At your sole discretion and risk, you may sell, run and/or serve third-party advertising on your News Website. If you include advertising on your News Website, you agree and consent to Locally Informed providing you with information, offers, programs, features and functionality relating to advertising, including deals with advertising partners and advertising News Websites.

YOU AGREE THAT LOCALLY INFORMED WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR News Website.

12. Third Party Content and Hyperlinks to Third Party Sites

News Websites may contain features and functionalities that allow access to third party Content, including websites, directories, servers, News Websites, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party, including the use of applications or services and the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, you agree that Locally Informed will not be responsible.

Additionally, Content from Users, third parties, or advertisers, including, information about third party products and services and any Third Party Applications, may be made available to you through News Websites ("Third Party Content") on the Locally Informed Platform. The inclusion of Third Party Content on the Locally Informed Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and Locally Informed has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, Locally Informed or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any News Website) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the Locally Informed Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the Locally Informed Platform at your own risk.

Additionally, Locally Informed or third parties may provide hyperlinks on News Websites, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the Locally Informed Platform and the inclusion of any link on a News Website does not imply Locally Informed's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Locally Informed expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Locally Informed Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.

13. Representations and Warranties.

You represent and warrant to Locally Informed that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the Locally Informed Platform including your promotional or other activities on or off the Locally Informed Platform that relate to Your News Website; (b) you have the right to grant to Locally Informed the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code, Your Content and Your Art Assets (as defined below); (c) Your Code, Your Content and Your Art Assets do not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content, Your Art Assets or Your News Website contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Locally Informed Platform, or intercept or expropriate any system data or personal information from the Locally Informed Platform.

14. Acceptable Use and Conduct

You are solely responsible for your conduct, Your News Websites, Your Code, and Your Content on the Locally Informed Platform. We want to keep the Locally Informed Platform safe and fun for everyone and the use of the Locally Informed Platform for unlawful or harmful activities is not allowed. In defining "safe and fun," you specifically agree that:

You will not post, email or make available any Content to Users or use the Locally Informed Platform:

In a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;
in a manner 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;
to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the Locally Informed Platform in connection with Your News Website;
in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;
in a manner that is harmful to minors in any way;
in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Locally Informed;
to impersonate a Locally Informed employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a News Website or the Locally Informed Platform without authorization;
to interfere or attempt to interfere with the proper working of the Locally Informed Platform or prevent others from using the Locally Informed Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Locally Informed Platform, or that otherwise negatively affects other persons' ability to use the Locally Informed Platform;
to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user's account or to monitor or copy the Locally Informed Platform (including the News Website Code or Platform Code) or the content contained therein;
to facilitate the unlawful distribution of copyrighted content;
in a manner that includes personal or identifying information about another person without that person's explicit consent;
in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Locally Informed Platform or to Users; and
in a manner that constitutes or contains any form of advertising or solicitation if emailed to Users who have requested not to be contacted about other services, products or commercial interests.

Additionally, you agree not to:

"Stalk" or otherwise harass anyone;
Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;
Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the Locally Informed Platform or to proxy authentication credentials for any Member of the Locally Informed Platform for the purposes of automating logins to the Locally Informed Platform;
Use any profanity or the description or name of any illegal activity in the name of Your News Website or the News Website Subdomain (as defined below) for Your News Website;
Use the name "Locally Informed" as any part of the name of Your News Website or the News Website Subdomain;
Post any Content containing child pornography to any News Website. Locally Informed absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any News Website Data, to law enforcement, including the National Center for Missing and Exploited Children;
Post any Content that Locally Informed determines depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;
Post any Content that Locally Informed determines constitutes pornography, contains nudity, or is adult in nature.
Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from News Websites and the Locally Informed Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved";
Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on Locally Informed's infrastructure;
Attempt to gain unauthorized access to Locally Informed's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Locally Informed Platform;
Use the Locally Informed Platform as a generic file hosting service; and
Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the Locally Informed Platform.

You agree not to authorize or encourage any third party to use the Locally Informed Platform or any of Your News Websites (and Your News Websites will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify Locally Informed in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.

15. Locally Informed Platform Policies

Locally Informed may establish general polices and limits concerning use of the Locally Informed Platform ("Locally Informed Platform Policies"), including, the maximum number of days that News Websites and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your News Website(s), the maximum number of times and duration for which you may access the Locally Informed Platform or News Websites in a given period of time, the maximum storage and bandwidth used by Your News Website(s) or Content, how long inactive News Websites will be retained, and the maximum CPU power used by Your News Websites or Content.

16. Locally Informed's Relationship with Users

You acknowledge that Locally Informed may terminate your account and remove your Content and other News Website Data, as well as disable your access to any and all News Websites and the Locally Informed Platform at any time for violations of these Terms of Service without notice and without any liability to you. In addition, you acknowledge and consent to Locally Informed contacting you and Your Members in order to maintain compliance with these Terms of Service.

17. Copyright Infringement

It is Locally Informed's policy to respond to notices of alleged copyright infringement that comply with the New Zealand Copyright Act 1994 ("Copyright"). For more information, please go to Locally Informed's Copyright Notification Guidelines. Locally Informed may remove any allegedly infringing News Website Code or Content without any liability to you.

Locally Informed will promptly terminate without notice any User's access to the Locally Informed Platform, including access to any News Website, in appropriate circumstances where the User is a "repeat infringer" of copyrights. Generally, Locally Informed will consider a User a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or News Website Code posted by that User anywhere on the Locally Informed Platform. Locally Informed, however, reserves the right to identify and terminate Users under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that User. Additionally, if a News Website Creator continues to allow its Members to post Content that is subject to notices of alleged copyright infringement, the News Website may (at Locally Informed's sole discretion) be disabled.

Additionally, if you are a News Website Creator, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid Copyright take down notices) any copyright owner's written notice (including any notices forwarded to you by Locally Informed) that specified Content or News Website Code posted on Your News Website infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the Copyright. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the Copyright instructing you to replace the allegedly infringing Content or News Website Code, you agree to replace or cease disabling access to the Content or News Website Code not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to Locally Informed. Locally Informed strongly recommends that you consult with a legal professional to confirm your obligations under the Copyright. Locally Informed is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your News Website.

18. News Website Data

The Locally Informed Platform collects News Website Data from Your News Website and Members and general information about a User's use of Your News Website. If you are a News Website Creator or Administrator, you agree that your access to this News Website Data and information (including registration information provided by Members during the registration process) as part of the management controls of Your News Website(s) is subject to the Locally Informed Privacy Policy. In addition, subject to this Agreement, you may collect News Website Data from Your Members; if you do so, you agree that such News Website Data shall not be used in a manner inconsistent with, or that causes Locally Informed to violate Locally Informed's Privacy Policy.

If you are a News Website Creator or an Administrator, you agree that your use and disclosure of News Website Data shall: (a) comply with all applicable laws; and (b) be reasonably protective of each Member's privacy rights.

Subject to this Agreement and each Member's rights, all News Website Data shall be the property of the applicable News Website Creator. That being said, Locally Informed needs to run Your News Website on the Locally Informed Platform. To this end, as a News Website Creator, you hereby grant Locally Informed a nonexclusive, worldwide, transferable, fully paid-up, royalty-free right and license to (i) use, store, access, cache, publicly perform and display the News Website Data on or through the Locally Informed Platform and in all current and future media in which the Locally Informed Platform may be distributed; (ii) use and disclose the News Website Data and related analytics and metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the Locally Informed Platform); and (iii) use News Website Data for other purposes permitted by the Locally Informed Privacy Policy.

You acknowledge that Locally Informed may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your News Website. Accordingly, you agree that, within 24 hours of any email request by Locally Informed, you will: (a) delete all News Website Data and personally identifiable information in your possession or control relating to a particular User as specified by Locally Informed; and (b) confirm such deletion in email notice to Locally Informed.

Locally Informed is not required to keep back-up copies of News Website Data on the Locally Informed Platform once the News Website or News Website Data is deleted. Locally Informed makes no guarantee that News Website Data will be safely stored on the Locally Informed Platform. To be safe, you should independently back-up or archive your News Website Data.

19. Your News Website

As a News Website Creator, we want to give you as much freedom as possible to create and control the News Websites you build on the Locally Informed Platform. You may have your own agreement(s) or policies between you and each of Your Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy.

To enable a great experience for all Users on the Locally Informed Platform, if you are a News Website Creator, you agree to ensure each News Website you create or manage does not degrade the performance of the Locally Informed Platform. If your News Website(s) exceed the quotas and limitations set by Locally Informed (e.g., storage or bandwidth) or otherwise degrades performance of the Locally Informed Platform or other services in any way, we may suspend your News Website(s) at our sole discretion and without notice.

You agree not to harvest any email addresses from News Websites or the Locally Informed Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.

You also agree not to knowingly collect any information from, or develop any News Websites that are targeted at children under the age of 13.

You acknowledge that Locally Informed may terminate the account of any Member (including Your Members) in accordance with these Terms of Service.

Your News Website shall not be designed or implemented in a way that, as determined by Locally Informed, might mislead a User into believing that: (i) he or she is interacting directly with Locally Informed when interacting with Your News Website or (ii) any part of Your News Website was created by or are endorsed by Locally Informed. Because we want you to have as much freedom over your News Website as possible, Locally Informed takes no responsibility for any Content located in Your News Website and Locally Informed has no obligation to monitor such Content or Your News Website.

You acknowledge that Locally Informed also reserves the right to remove, preserve, and disclose any information or Content on any News Website (including News Website Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of Locally Informed, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.

You acknowledge that Locally Informed may place third party web beacons or cookies in the footer of the pages of Your News Website for the sole purpose of tracking anonymous website statistics, including traffic numbers and visitation patterns, about your News Website. No personally identifiable information is transmitted by, or linked to, the web beacon or any cookies. These web beacons are commonly used by companies to understand visitation to their websites. For more information regarding passive data collection and what choices are available to you, please see our Privacy Policy

20. Your Account

You need to register and create an account in order to become a News Website Creator on the Locally Informed Platform or a Member of News Website. You are responsible for keeping your account credentials and password secure. You agree to provide Locally Informed with current, complete and accurate information as prompted by the registration process. You agree to promptly update all information to keep your account on Locally Informed current, complete and accurate (such as noting a change in billing address or email). You will be solely responsible and liable for any activity that occurs under your account credentials. Locally Informed reserves the right to log off or deactivate Member accounts, including Your News Website, that are inactive for an extended period of time.

When you create Your News Website, Locally Informed gives you the flexibility to choose your own subdomain for Your News Website (e.g.," developer" in the example: http://developer.Locally Informed.com) ("News Website Subdomain"). You will be solely responsible and liable for any activity that occurs under Your News Website's Subdomain. Locally Informed maintains ownership of your News Website Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the News Website Subdomain on the Locally Informed Platform.

You may not use anyone else's account or News Website Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. Locally Informed will not be liable for any loss that you may incur as a result of someone else using your account credentials, News Website Subdomain or password, either with or without your knowledge. However, you may be held liable for losses incurred by Locally Informed or another party due to someone else using your account credentials, News Website Subdomain, or password. In other words, please be careful with your identity and passwords.

21. News Website Design

If as a News Website Creator, you have provided any art assets or other intellectual property to Locally Informed to design, or assist you with designing Your News Website (“Your Art Assets”) the following additional provisions will apply to you.

Your Ownership. As between Locally Informed and You, You own all right, title and interest, including all intellectual property rights, in and to Your Art Assests and any specific deliverable or work product created by Locally Informed for You (“Deliverables”); provided, however, that in no event shall the term Deliverables include any Locally Informed Tools. “Locally Informed Tools” means any Locally Informed Technology or trade secret, process, algorithm, invention, original works of authorship, development, design, improvement, patent, copyright or other intellectual property of Locally Informed which Locally Informed (a) developed or acquired previous to entering into a News Website design engagement with You; (b) acquired after the commencement of a News Website design engagement with You and independently of such design engagement or (c) developed either alone or in collaboration with others, separate and apart from any News Website design engagement with You, and all derivative works based thereon. Locally Informed Tools shall also include any software, project management, design and development processes and productivity tools developed by Locally Informed, and of general applicability to Locally Informed’s business, whether or not prepared under the course of performance of a News Website design engagement with You.

Locally Informed Ownership. As between Locally Informed and You, Locally Informed owns all right, title and interest, including all intellectual property rights, in and to the Locally Informed Tools and Locally Informed Technology and any derivative works or enhancements thereof. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in the Agreement. Any rights not expressly granted by Locally Informed herein are reserved to Locally Informed and its suppliers. Locally Informed acknowledges and agrees that a design engagement does not grant to Locally Informed any right, title or interest in any content, code, software, Member data or other materials delivered to Locally Informed by You in connection with a design engagement (“Your Design Materials”), except for the limited rights expressly set forth in these Terms of Service. Any rights not expressly granted herein, are reserved to each of the parties.

License Grant to You. Subject to the terms and conditions hereof, Locally Informed hereby grants to You, a non-exclusive, nontransferable, non-sublicensable worldwide, perpetual, royalty-free license, to use that portion of any Locally Informed Tools that are incorporated into any Deliverables solely in connection with Your use of Your News Website(s) on the Locally Informed Platform. You shall not otherwise be entitled to use, license or commercially exploit the Locally Informed Tools and any such use may result in the revocation of the license rights herein.

License Grant to Locally Informed. During the course of your usage of the Locally Informed Platform, you hereby grant to Locally Informed a non-exclusive, worldwide, royalty-free, and transferable right and license, to use, access, cache, reproduce, publicly perform and publicly display Your Art Assets for the sole purpose of designing Your News Website and operating and making Your Art Assets available on the Locally Informed Platform and in all current and future media in which the Locally Informed Platform may now or hereafter be distributed or transmitted.

22. Disclaimer of Warranties

YOUR USE OF THE Locally Informed PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE Locally Informed PLATFORM, AND ALL News Website CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Locally Informed CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE Locally Informed PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE Locally Informed PLATFORM, AND ALL News Website CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Locally Informed CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Locally Informed AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. Locally Informed AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE Locally Informed PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE Locally Informed PLATFORM OR ANY News Website CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Locally Informed CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Locally Informed PLATFORM OR THE SERVER THAT MAKES THE Locally Informed PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Locally Informed MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE Locally Informed PLATFORM OR YOUR News Website (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR News Website OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-Locally Informed CODE WITH ANY Locally Informed TECHNOLOGY.

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

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Locally Informed OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE Locally Informed PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

23. Indemnity

You agree to indemnify, defend, and hold harmless Locally Informed, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:

Your Code, Your Content, Your News Website Data, Your Art Assets or Your News Website;
Your use of any Non-Locally Informed Code or Third Party Applications;
Your use or misuse of, or connection to, the Locally Informed Platform or any services offered by the Locally Informed Platform;
Your breach or alleged breach of this Agreement;
Your violation of any rights (including intellectual property rights) of a third party;
Your use or misuse of any User data or News Website Data, including, in violation of the Locally Informed Privacy Policy and
Your breach or alleged breach of any agreement or policy between you and other Users.

Locally Informed reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Locally Informed. Locally Informed will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

24. Your Interactions with Other Users

Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Member or News Website Creator), Locally Informed is under no obligation to become involved.

You release Locally Informed, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users.

25. Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL Locally Informed OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF Locally Informed HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE Locally Informed PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE Locally Informed PLATFORM (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAID TO Locally Informed BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN Locally Informed (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE Locally Informed PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

26. Changes to Locally Informed Platform

Locally Informed reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Locally Informed Platform or any part thereof, including adding new features to any portion of the Locally Informed Platform, with or without notice. Locally Informed will not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the Locally Informed Platform or the Locally Informed Platform as a whole.

27. Amendments

We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on locallyinformed.com or elsewhere on the Locally Informed Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the Locally Informed Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including News Website Creator or Member) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to locallyinformed.com or elsewhere on the Locally Informed Platform. The revised version will apply to you immediately if you are a User who registers or first uses the Locally Informed Platform on or after the posting of the revised version.

28. Term and Termination

Term

This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your account and end your use of the Locally Informed Platform at any time and for no reason by contacting us at hello@locallyinformed.com or at the address set forth below in the "Contacting Locally Informed" Section.

Termination

Locally Informed has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Locally Informed Platform or any News Website, (ii) remove and discard any Code or Content within any News Website or anywhere on the Locally Informed Platform or (iii) shut down a News Website, with or without notice, and with no liability of any kind to you.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

Effects of Terminating

Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your News Website Data or Your News Website(s). Locally Informed will not have any obligation to assist you in migrating your data, Your Content, Your News Website Data, Your Code or Your News Website(s) off of the Locally Informed Platform and Locally Informed does not keep any back-up of any of Your Code, Your Content or Your News Website Data.

Survival

The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3, 4-9, 13-24, 27-32.

29. Governing Law; Venue

This Agreement shall be governed by the laws of New Zealand without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.

You agree to submit to the personal and exclusive jurisdiction of the New Zealand courts located within New Zealand for the purpose of litigating all such claims or disputes.

30. Relationship of the Parties

The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that Locally Informed has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

31. Export Controls

You agree to comply with all applicable export and reexport control laws and regulations. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from Locally Informed under this Agreement to any destination, entity, or person prohibited by the laws or regulations of New Zealand, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Locally Informed from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

32. General

The failure of Locally Informed to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You may not delegate your duties under this Agreement or assign this Agreement or your Locally Informed accounts, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. Locally Informed may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.

This Agreement, which incorporates the Other Locally Informed Terms, Locally Informed Privacy Policy and the Guidelines, constitutes the entire agreement between you and Locally Informed and governs your use of the Locally Informed Platform, superseding any prior agreements (whether written or oral) between you and Locally Informed regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

Locally Informed may provide you with notices, including those regarding changes to this Agreement or any of Locally Informed's terms and conditions, by email, regular mail, or postings on the Locally Informed Platform including the Locally Informed Blog, Creators News Website and Developers News Website. Notice will be deemed given twenty-four (24) hours after such email is sent or notice is posted. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the Locally Informed Platform) are deemed given two (2) days following the initial posting.

33. Contacting Locally Informed

You may contact Locally Informed in the following ways:

Phone:

+64 28 2550 3622 (9am - 5pm NZST)

E-Mail:

support@locallyinformed.com

Postal:

Locally Informed Limitd
PO Box 5138
Napier
4145
New Zealand
Attn: Privacy Matters

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