Terms & Conditions

Introduction and Acceptance
Welcome to [LocAite]. These terms of service ("Terms") govern your access to and use of our website and services. By accessing or using our website and services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use our website and services.
1. Use of our website and services You may use our website and services only for lawful purposes and in accordance with these Terms. You agree not to use our website and services:- In any way that violates any applicable federal, state, local, or international law or regulation.- To engage in any activity that could damage, disable, overburden, or impair our website and services or interfere with any other party's use of our website and services.- To impersonate or attempt to impersonate [LocAite], a [LocAite] employee, another user, or any other person or entity.- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of our website and services, or which, as determined by us, may harm [LocAite] or users of our website and services, or expose them to liability.
2. User content Our website and services may allow you to upload or submit content, such as comments, reviews, or other materials. By submitting user content, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such user content throughout the world in any media. You represent and warrant that you have all necessary rights to grant the foregoing license and that your user content does not infringe any third party's intellectual property rights, privacy rights, or other rights. We reserve the right to remove any user content that violates these Terms or is otherwise objectionable, in our sole discretion.
3. Intellectual property Our website and services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by [LocAite], its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website and services, except as follows:- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.- You may store files that are automatically cached by your Web browser for display enhancement purposes.- You may print or download one copy of a reasonable number of pages of the website for your own personal, non-commercial use and not for further reproduction, publication, or distribution. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications

Welcome to LocAite, LLC (“LocAite”, “we”, “us” and “our”) offers you access to its interactive online websites, applications and services. These Terms of Use, together with our http://www.LocAite.ai/privacy and any additional terms which might apply to certain products or services, govern your use of our websites (“Website”) or any mobile or other applications that we now or in the future may offer (“Applications”). The Website and all of the Applications on which we place these Terms of Use, together, constitute our “Services.” PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING AND/OR USING THE SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN THE “AMENDMENT; ADDITIONAL TERMS” SECTION BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES.

Changes to this Terms of Use
We reserve the right, in our sole discretion and at any time, to make changes to this Terms of Use and our other policies concerning the use of our Services. We also reserve the right, in our sole discretion and at any time, to waive or modify any of the terms of this Terms of Use as they apply to a specific Visitor, without affecting the application of these terms to any other Visitors. Changes will be effective when made and the updated Terms of Use or applicable policy is posted on LocAite; provided, however, that no such change shall be applicable to any dispute between you and us that arises prior to the time such change is effective. Accordingly, you should visit this Terms of Use periodically to review its provisions.

Our Services
Our Services offer Ai search to find trusted local businesses with services including information related to price, links, ratings, and other information. We do not advertise, offer for sale, or broker any of the products and or services that you view through our Ai Search. The Products and or services are owned, advertised, and offered for sale by third parties (the “Sellers”) either directly or as an agent of another third party. The Sellers are responsible for the Products and or Services, and the Sellers’ terms apply to your purchase, if any. Your interaction with any Seller is at your own risk, and we do not have any responsibility if anything goes wrong with your interaction with the Seller or with your shopping for, or purchase or use of a product and or service.

The display on the Products and Services of any particular Seller does not imply or constitute a recommendation by us of that Seller or a sponsorship by or approval of us by that Seller.

We provide content, including descriptions and pricing, made available by Sellers, and we are not responsible for the accuracy or completeness of any such content. We do not have any control over the Sellers, and we do not verify the content that they provide or make available to the Products and or Services.

Intellectual Property
The Services and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “Services Content”) and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Services are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Services or any Services Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

Services Access and Use
Access to the Services including, without limitation, the Services Content is provided for your information and personal, non-commercial use only. When using the Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Services Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its respective owner. In certain instances, we may permit you to download or print Services Content or both. In such a case, you may download or print (as applicable) one copy of Services Content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing Services Content.

Furthermore, except as expressly permitted in these Terms of Use, you may not:
1. remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Services or Services Content;
2.circumvent, disable or otherwise interfere with security-related features of the Services including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Services or Services Content;
3.use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Services Content for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Services Content from the Services for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Services Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;
4.collect or harvest any personally identifiable information from the Services including, without limitation, user names, passwords, email addresses;
5.solicit other users to join or become members of any commercial online service or other organization without our prior written approval;
6.attempt to or interfere with the proper working of the Services or impair, overburden, or disable the same;
7.decompile, reverse engineer, or disassemble any portion of any the Services;
8.use network-monitoring software to determine architecture of or extract usage data from the Services;
9.encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person’s Membership (as defined in the “USER REGISTRATION” section) without permission, etc.);
10.violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
11.engage in any conduct that restricts or inhibits any other user from using or enjoying the Services.

You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

User Registration
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy http://www.locaite.ai/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

User Content
We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Services (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the rights holder. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

You represent, warrant, and covenant that you will not submit any User Content that:

1.violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;
2.impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable;
3.encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
4.is an advertisement for goods or services or a solicitation of funds;
5.includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;
6.contains a formula, instruction, or advice that could cause harm or injury; or
7.is a chain letter of any kind.

Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying the Services will not be permitted.

By submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of the Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

We reserve the right to display advertisements in connection with your User Content.

We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.

Services Content and Third-Party Links
We provide the Services including, without limitation, Services Content for informational and entertainment purposes only. You may not rely on any information and opinions expressed on any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Services Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Services Content.

In many instances, Services Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Services.

If there is a dispute between persons accessing the Services or between persons accessing the Services and any third party, you understand and agree that we are under no obligation to become involved. If there is such a dispute, you hereby release LocAite, LLC, its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries, and their related companies from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.

The Services may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

Indemnification
You agree to indemnify and hold harmless LocAite, LLC and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

Disclaimers
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, LocAite, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (i) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES OR SERVICES CONTENT; (iii) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (iv) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR SERVICES OR ACCESSED THROUGH THE SERVICES; (v) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (vi) WARRANTIES THAT YOUR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (vii) WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED.

Limitation of Liability
IN NO EVENT WILL LocAite, LLC, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF LocAite, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY LocAite, LLC DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR \$50. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

Copyright Policy
We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others.

Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:


If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

1.A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2.Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3.Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4.Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
5.A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6.A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

Choice of Law; Jurisdiction and Venue
These Terms of Use shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. For any legal proceedings against LocAite, LLC or any of its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use and that are that are excluded from our agreement to arbitrate, below, shall be brought exclusively in the state and federal courts located in Buffalo, New York and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Dispute Resolution & Mandatory Arbitration
We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at support@locaite.ai. We will contact you based on the contact information you have provided us or that we obtain by other means. If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration. We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the  under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from. We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction Exception to Arbitration. Either of us may bring qualifying claims in small claims court. Further, pursuant to the “NO CLASS ACTION” section below, we each agree that any arbitration will be solely between you and LocAite, LLC, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction in section is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the classwide dispute must be brought in court.

No Class Actions
TO THE EXTENT ALLOWED BY LAW, YOU AND WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

No Trial by Jury
TO THE EXTENT ALLOWED BY LAW, YOU AND WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

Amendment; Additional Terms
We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Services generally, unique parts of the Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control. Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website, notification by email or through any of our Applications. It is your responsibility to review the Terms of Use and the Services from time to time for any changes or Additional Terms. Your access and use of any the Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Services and, if applicable, terminate your Membership.

Miscellaneous
No waiver by us of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.

This is a contract between you (the Customer) and us (LocAite). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

Terms of Service Last updated: [June 1, 2023]


Disclaimers and limitations of liability
Our website and services are provided on an "as is" and " we periodically update these terms. If you have an active subscription, we will let you know when we do via an email or in-app notification.

Finally, we know legal terms can sometimes be difficult to navigate, so we wanted to give you a roadmap of the Agreement:

A. DEFINITIONS. This is where we provide the detail on what the key defined terms in the Agreement mean. You can think of this kind of like a contractual dictionary.

B. GENERAL COMMERCIAL TERMS. Here’s where you can find the basics about how our Subscription Service and Consulting Services are provided. For example, you can find information on access and acceptable use. These terms apply to all of our products and service offerings.

C. SUBSCRIPTION TERMS. Customers of ours subscribe to use software (SaaS), and there are some fundamental terms that apply to each subscription. There are some differences between the different types of subscriptions, which may be found on our site.

D. PRODUCT DISCLOSURES. We offer several different products and there are some important things to know before you use them. Some of these product disclosures exist in the terms and conditions and/or privacy policy however you may be presented with additional disclosures and terms for specific products as you engage them.

E. GENERAL LEGAL TERMS. As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected the many of the remaining legal terms that make up our Customer Terms of Service.

F. JURISDICTION SPECIFIC TERMS. With customers across the globe, this final section is where we address most of the differences in these terms that vary based on customer location.

A. DEFINITIONS "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means these Customer Terms of Service and all materials referred or linked to in here.

"Billing Period" means the period for which you agree to pay fees, which will be the same as or shorter than the Subscription Term as specified in the Order Form or website. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

"Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, X and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group.

“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information shall include all information concerning: (a) Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data shall be Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

"Contact Information" means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Subscription Service or uploaded by you to the Subscription Service. "Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration, new feature requests, development, or other consulting services.

"Customer Data" means all information that you submit or collect via the Subscription Service. Customer Data does not include LocAite Content.

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

"Email Send Limit" means the number of emails that you may send in any given hour, day, week, month.

"Phone Call Limit" means the number, frequency, or length of calls you may initiate in any given hour, day, week, month.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis. “Full-Service Marketing LocAite Products” means our products that include training, education, assistance, or setup of workflows in LocAite.

"LocAite Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, icons, sounds, sounds, illustrations, downloaded data, data compilations, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.

"Maximum Records" means the maximum number of records you are permitted to use with the Subscription Service as identified in your Order Form, plus any records added as part of an upgrade. Records include; contacts, emails, per contact per step automation run, tasks, opportunities, billing transactions, invoices, and notes.

"Order" or "Order Form" means the LocAite-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online process or via in-app purchase. The Order may be referred to as a "Statement of Work" if you are purchasing only Consulting Services.

“Paid Users” means those types of Users (defined below) for which we charge you fees as set forth in our Product and Services Catalog.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.

"Sensitive Information" means (a) credit or debit card numbers; personal financial account numbers or wire instructions; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords or log-in credentials; racial or ethnic origin; or other employment or health information, including any information subject to the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under European Data Protection Laws as sensitive personal data (including non-health related special categories of personal data enumerated in; European Union Regulation 2016/679, Article 9(1) or any successor legislation)."Sensitive Health Information" means (a) physical or mental health condition or information; or other protected health information, including any information subject to the Health Insurance Portability and Accountability Act (HIPAA), California Confidentiality of Medical Information Act (CMIA); and (b) any information defined under European Data Protection Laws as sensitive personal health data (including health related special categories of personal data enumerated in; European Union Regulation 2016/679, Article 9(1) or any successor legislation). This includes any Individually Identifiable health information about a patient’s medical history, mental or physical condition, or treatment. Information that identifies a person, inclusive of a name, email address, physical address, phone number or Social Security number, is considered Individually Identifiable. Individually Identifiable shall also mean information that when combined with publicly available information the information can be used to identify a patient.

"Subscription Fee" means the amount you pay for the Subscription Service.

"Reselling Subscription Fee" means the amount you receive reselling, in whole or in part, the Subscription Service.

"Subscription Service" means all of our web-based business software applications and hosting services that you have subscribed to by an Order Form or that we otherwise make available to you, accessible via www.locaite.ai and any ancillary products and services that we provide to you.

"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non LocAite apps available from, for example, the following: our integrations page, application directory, and links made available through the Subscription Service and non LocAite services listed online.

"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including Communications Services.

“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your LocAite accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes. "Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service."LocAite", "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section. "You", "your" or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

B. GENERAL COMMERCIAL TERMS
Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your LocAite account. We might provide some or all elements of the Subscription Service through third party service providers. Your Affiliates may access and use the Subscription Service or receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates' compliance with the Agreement.

Additional Features.
You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your LocAite account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your LocAite account.

Service Uptime Commitment.
For the purposes of this 'Service Uptime Commitment' section, the following definitions shall apply:

"Priority 1" means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the Subscription Service, excluding Free Services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.

"Excluded" means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer's combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.

"Service Uptime" means (total hours in calendar month - unscheduled maintenance which causes unavailability - Priority 1 issue durations - scheduled maintenance - Excluded) / (Total hours in calendar month - scheduled maintenance - Excluded) X 100%.

We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer's sole and exclusive remedy for failure to meet availability or support commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.95%, which credit shall be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month. Notwithstanding anything to the contrary in the Agreement or this section, this 'Service Uptime Commitment' section does not apply to our Free Services.

Consulting Services.
You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services Catalog and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.

All Consulting Services are performed remotely, unless you and we otherwise agree.

For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

Fees and Payments.
Subscription Fees. The Subscription Fee will remain fixed during the initial terms of your subscription unless you: (i) exceed your Maximum Records, Email Send Limit, Phone Call Limit, User or other applicable limits (see the ‘Limits’ section below), (ii) upgrade products or base packages, (iii) subscribe to additional features or products, including additional Contacts, or (iv) unless otherwise agreed to in the Order. You can learn more about how your fees may be otherwise adjusted in the remainder of this 'Fees and Payment' section below.

For our products that have applicable User limits, you will be charged fees associated with all Paid Users.

Fee Adjustments in Next Billing Period. We determine the Contact tier for the next Billing Period by reviewing the number of Contacts in your account. For our Full-Service Marketing Products, we complete this review between forty (40) and twenty-five (25) days before the start of your next Billing Period or we may complete this review on the last day of your Billing Period. If the number of Contacts in your account exceed your Maximum Records when we complete this review, then your Subscription Fee will increase at the beginning of the next Billing Period up to the tier price which corresponds with the reviewed number of Contacts. Tier prices are as set forth in our Product and Services Catalog.

We allow you to reasonably manage the number of Contacts during the course of a Billing Period and will not count Contacts removed before our review, unless these Contacts are temporarily removed to avoid a fee increase. If Contacts are temporarily removed to avoid a fee increase, we may consider the maximum number of Contacts from the reviewed Billing Period for the purposes of determining your Contact tier. This review and upgrade process will continue for each Billing Period during the Subscription Term.

Fee Adjustments at Renewal.
Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your LocAite account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

Use and Limitations of Use
a. Acceptable Use. You will comply with our Acceptable Use Policy at locaite.ai/acceptable-use ("AUP") and agree and warrant to only use the Subscription Services for lawful purposes.

b. Sensitive Information. YOU ACKNOWLEDGE THAT YOU WILL COMPLY WITH ALL RULES, REGULATIONS, AND LAWS IN THE UNITED STATES, YOUR HOME COUNTRY, AND THE COUNTRIES YOU OPERATE REGARDING THE COLLECTION, PROCESSING, AND MANAGEMENT OF ALL SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION IN VIOLATION OF OUR TERMS AND CONDITIONS, PRIVACY POLICY, OR ACCEPTABLE USE POLICY.

c. Sensitive Health Information Prerequisite. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES REQUIRE A SEPARATE SIGNED BUSINESS ASSOCIATE AGREEMENT (BAA), WHICH AGREEMENT MAY NOT BE ISSUED AT OUR SOLE DISCRETION, BEFORE YOU STORE, PROCESS, OR MANAGE ANY SENSITIVE HEALTH INFORMATION (SHI) AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE HEALTH INFORMATION WITHOUT A FULLY EXECUTED BAA WITH LocAite. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE HEALTH INFORMATION IN VIOLATION OF OUR TERMS AND CONDITIONS, PRIVACY POLICY, ACCEPTABLE USE POLICY, OR BAA. NOT ALL PRODUCTS AND SUBSCRIPTION ARE ELIBABLE TO STORE SENSITIVE HEALTH INFORMATION HOWEVER ONCE A FULLY AUTHORIZED BAA IS EXECUTED YOU MAY ONLY STORE, PROCESS, OR MANAGE ANY SENSITIVE HEALTH INFORMATION IN THE FOLLOWING AREAS OR PAGES OF THE PRODUCTS AND SERVICES;CONTACTSCOMPANIESINPUTSVOIPWORKFLOWS THAT DO NOT INVOLVE THIRD PARTY INTEGRATIONS AND WORKFLOW STEPSANY OTHER SERVICE NOT IN THE LIST ABOVE MAY NEVER BE USED TO STORE SENSITIVE HEALTH INFORMATION. A NON EXAUSTIVE LIST OF SERVICES, AREAS OR PAGES OF THE PRODUCTS AND SERVICES THAT ARE INELIGIBLE INCLUDE;WEBSITE DESIGNEREMAILSMSTHE TITLE OR NAME OF ANY OBJECT, PROPERTY, OR ELEMENT YOU ADD IN THE SUBSCRIPTION SERVICE. (EXAMPLE: STEP NAME, USER ROLE NAME, THIRD PARTY INTEGRATION NAME)OPPORTUNITIESTASKSYOU ACKNOWLEDGE THAT AREAS AND PAGES OF THE SUBSCRIPTION SERVICES ARE ROLE AND PERMISSION BASED AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE CORRECT ROLES AND PERMISSIONS TO PROTECT SENSITIVE HEALTH INFORMATION IN EVERY PART OF THE SUBSCRIPTION SERVICE. IN SOME CASES YOU WILL FIND MULTIPLE PERMISSIONS OR ROLES THAT PROVIDE ACCESS TO THE SAME, SIMILAR, OR SUBSETS OF DATA. A NON EXAUSTIVE LIST FOR EXAMPLE PURPOSES IS BELOW;IF STORING SHI IN CONTACT TAGS - TAGS MAY ALSO BE VISABLE IN REPORTINGIF STORING SHI IN INPUTS - SHI MAY ALSO BE VISABLE IN REPORTING AND AUDIT LOGSIF STORING SHI IN FORMS - A USER WITHOUT CONTACT VIEW PERMISSIONS TO SEE FORMS RELATED TO A CONTACT YOU MAY HAVE SEPARATE PERMISSIONS ENABLED TO SEE FORM SUBMISSIONS OR REPORTINGWE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE HEALTH INFORMATION IN VIOLATION OF RULES, REGULATIONS, LAWS, AND SECURITY STANDARDS/PRACTICES FROM YOUR INCORRECT OR INSECURE USE OF ANY SERVICES. GIVEN THE COMPLETE FLEXIBILITY YOU HAVE FOR CUSTOMIZATION INCLUDING BUT NOT LIMITED TO ABILITY TO ENTER AND PROCESS YOUR OWN CUSTOM CODE AND THIRD PARTY INTEGRATIONS IT IS SOLELY YOUR RESPONSIBILITY FOR IMPLEMENTING SECURE PRACTICES AND ENSURING IF DATA LEAVES THE SUBSCRIPTION SERVICE TO BE STORED, PROCESSEED, OR MANAGED IT IS LEGAL AND COMPLAINT TO DO SO.

d. Use of wooley mammoth application directory and third party integrations. If you use any of the provided applications or third party integrations, you agree to comply with all third party applicable terms of service, acceptable use policies, and any other terms of the third party. You also agree to hold LocAite harmless for all issues that may arise from use of the applications and third party integrations. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of use of any of the applications in the LocAite application directory or any of the third party integrations. Regardless if these integrations or applications were developed with your support, ideas, testing, or funding. WE DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE LocAite APPLICATION DIRECTORY OR INTEGRATIONS TO YOU.

e. Use of Communication Services. You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

f. Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product. We expressly disclaim any and all liability in connection with any such Third-Party Sites and Products.

g. Registration. You may only signup for yourself individually or as an authorized company representative on behalf of your company. We do not permit any person to signup on behalf of another individual without an appropriate Power of Attorney. You must provide complete, accurate, and truthful information during signup and in all communications with LocAite. If we suspect your information is untrue or inaccurate we may in our sole discretion suspend or terminate your access to the Services.

h. Accounts You will also warrant that all the information you provide us is truthful and accurate. Every account is limited to one user. So called “agency accounts,” or accounts that host items for third parties are prohibited under one account unless otherwise specified in your paid service.

Subscription Term, Termination, Suspension.
Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Subscription Types’ section below. If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.

b. Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

c. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

d. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the LocAite email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data or Customer Materials.

e. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

f. Suspension for Present Harm. If your website, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

g. Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

h. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause. You may request the deletion of your LocAite account after expiration or termination of your subscription by sending a request to support@locaite.ai . You will continue to be subject to this Agreement for as long as you have access to a LocAite account. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and LocAite Content. We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

D. PRODUCT DISCLOSURES For important information on our products, please reference any specific Product Disclosures which are in addition to the privacy disclosures about the Subscription Service.

E. GENERAL LEGAL TERMS
Customer Data
a. Limits on LocAite. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Product Privacy Policy.

b. Responsibility For Activity You and us both agree that LocAite is acting as a web host Internet Service Provider (ISP) LocAite and that has no control over your use of LocAite including but not limited to your marketing campaigns, contacts, and compliance. Information and content we do not own or control may be transmitted, hosted, stored, accessed, or otherwise made available by use of the Subscription Service. Even though we may be required to take action in a DMCA process, or any other process, this shall not constitute control or management over your business or use of the Subscription Service. Also including but not limited to if LocAite provided assistance in troubleshooting any issues or any assistance with fulfillment of any Full-Service Marketing LocAite Products or Consulting Services completed specifically at your direction and control. You are ultimately in control over any and all activity and data in your business and your account including but not limited to; Personal Data, Customer Data, Customer Materials, Users, marketing messaging, workflows, marketing activities and practices, compliance, opt-ins, opt-outs, messaging, emails, sms, phone calls, call center, disclosures, privacy, and following all laws and regulations. LocAite reserves the ability to disable accounts if we learn of a violation of our Acceptable Use Policy or disabling of accounts related to the Billing policy. Any activity performed under a LocAite Consulting Service you agree is as if you performed this activity directly yourself and LocAite is not offering any assistance or advice in any way regarding marketing practices or compliance. You agree to immediately review any and all LocAite work product from any Consulting Services or support to verify your compliance or continued compliance with all rules and regulations.

c. Data Practices. We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you. For clarity any data provided to other customers or third parties will only be in an aggregated and anonymous manner. We use Customer Data in an anonymized manner for machine learning that supports certain product features and functionality within the Subscription Service. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, LocAite CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, LocAite CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. **No Indirect Damages.TO THE EXTENT PERMITTED BY LAW, IN NO EVENT OTHER THAN VIOLATION OF NON-DISPARAGEMENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

d. Results May Vary Every online business is different, employing different strategic approaches, organizational structures, and different products and services. Therefore, your results will vary. YOUR RESULTS WILL VARY DEPENDING UPON A VARIETY OF FACTORS UNIQUE TO YOU, INCLUDING BUT NOT LIMITED TO YOUR CONTENT, BUSINESS MODEL, AND PRODUCT AND SERVICE OFFERINGS. We do not promise, guarantee, or warrant your success, income, or sales. You understand and acknowledge that we will not at any time provide sales leads or referrals to you or your business. Further, we do not make earnings claims, efforts claims, return on investment claims, or claims that our services or other offerings will make your business any specific amount of money, and it is possible that you will not earn any money or any investment back.

d. Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

e. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

Miscellaneous
a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted in the members portal and we will let you know via email or in-app notification. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you would like to receive an email notification when we update the Customer Terms of Service you may request so by sending an email to support@locaite.ai. For any specific Product Disclosures, if we make updates or changes we will provide notice of those changes at our discretion. The updated Product Disclosures page will be effective upon posting. We encourage you to review these Customer Terms of Service periodically. If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within seven (7) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

c. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

d. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

e. Compliance with Laws. You are solely and exclusively responsible for complying, and will comply, with any and all applicable laws and regulations in your use of the Subscription Service and Consulting Services, including any applicable export laws. This includes but is not limited to all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. We shall have no liability for your violation of any laws. You agree to notify us if any investigation or lawsuit is threatened or filed against you, whereupon we shall have the right to terminate this Agreement without liability.

f. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt. To support@locaite.ai To you: your address as provided in our LocAite Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

h. Entire Agreement. This Agreement (including each Order), along with our Privacy Policy found here), Product Privacy Policy, and AUP, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

l. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Customer further warrants and represents that it has the authority to procure its Affiliates compliance with the terms of this Agreement.

m. Survival. The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees and Payments’, 'Prohibited and Unauthorized Use', ‘Early Cancellation', ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Retrieval of Customer Data’, ‘LocAite's Proprietary Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’. Additionally, the ‘Alpha/Beta Services’ section of the Product Disclosures page shall survive expiration or termination of this Agreement.

n. Precedence. In the event of a conflict between the terms of the Customer Terms of Service and an Order, the terms of the Order shall control, but only as to that Order.

o. Security of Card Holder Data (PCI 12.9). As a service provider we acknowledge to you that we are responsible for the security of cardholder data we possess, store, processes, or transmit on behalf of you to any third party payment integrations. YOU ACKNOWLEDGE CARD HOLDER DATA MAY ONLY BE STORED IN STANDARD CARD DATA FIELDS. IN OTHER WORDS NO STORING CARD HOLDER DATA IN UNEXPECTED LOCATIONS INCLUDING BUT NOT LIMITED TO; NOTES, USERNAMES, TAGS, ETC. WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO STORE CARD HOLDER DATA IN UNEXPECTED LOCATIONS THAT ARE NOT BUILT IN FIELDS SPECIFICALLY LABELED FOR CREDIT CARD.

p. Digital Millennium Copyright Act We respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998. If you believe that materials or content available hosted on the Service infringes any copyright you own, you or your agent may send us a written notice requesting that we remove the materials or content. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send us a counter-notice. Notices and counter-notices should be sent to; Attention Legal Department support@locaite.ai . These Terms fully incorporate by reference the DMCA Policy .

F. Customer Responsibilities Customer Info When collecting Sensitive Health Information you must always maintain or collect and email addresses from the each person, and specify in the terms that we may use the email address provided as a formal method of communication, including breach notification, should a breach occurs that impact their Protected Health Information. Notification of Breach. You acknowledge the additional terms within this section if the Subscription Service is used to store Sensitive Information or Sensitive Health Information; The LocAite Customer that accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses, or discloses unsecured sensitive data shall, without unreasonable delay and in no case later than 72 hours after discovery of a breach, notify LocAite of such breach. The Customer shall provide LocAite with the following information: A description of what happened, including the date of the breach, the date of the discovery of the breach, and the number of records and Customers affected, if known. A description of the types of unsecured protected health information that were involved in the breach (such as full name, Social Security number, date of birth, home address, account number, etc.), if known. A description of the action taken with regard to notification of patients regarding the breach. Resolution steps taken to mitigate the breach and prevent future occurrences. Depending on the nature of the breach, an investigation may be conducted by LocAite or the Customer or jointly to determine the cause of breach. Notice to Media: Unless LocAite is directly at fault for the cause of breach, LocAite Customers are responsible for providing notice to prominent media outlets at the Customer's discretion. Where LocAite is not at fault Company shall not name LocAite in any notice or media unless otherwise required by law to do so. In such event copies of such notice and media will be sent by Customer to LocAite before the release of any material to ensure accuracy and provide Company and LocAite the opportunity to avoid reputational damages and other types of damages. Notice to Authorities: Unless LocAite is directly at fault for the cause of breach, LocAite Customers are responsible for providing notice to the appropriate authorities, including the Secretary of Health and Human Services (HHS) and your Lead Supervisory Authority (LSA) under GDPR, at the Customer's discretion.

G. JURISDICTION SPECIFIC TERMS
Applicable Law. Both parties consent to the exclusive jurisdiction and venue of the courts in U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Consulting Services.

H. GOVERNMENT ENTITIES
Government Entities. LocAite is not designed for any U.S. or foreign; local, state or federal government entity and you agree to not signup any such entity or allow such an entity signup or allow access to the service without first contacting LocAite and identifying you are a Government entity interested in LocAite. Government entities after contacting sales can discuss what LocAite options are available to them.

Subscription Term Lengths The Subscription Service is limited to creating subscriptions terms of the Subscription Services of 2 years or less. Contact us if you would like more information on pricing for subscription lengths that may be more appropriate for your needs. You acknowledge and agree to not work around this limitation of the Subscription Service.

Termination We may suspend or terminate your ability to resell Subscription Service as described in this section in our sole discretion and with or without advance notice to you if we determine that you are violating this Agreement or for any other reason.

Changes We may change the Solvency Requirements from time to time in our sole discretion. Any changes to the Solvency Requirements will be communicated as a change to this section. LocAite may also notify you of a change to this section.

Data Storage Subject to our Privacy Policy, you acknowledge and agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the Subscription Service. You acknowledge that we reserve the right to remove or terminate accounts that have not paid a subscription Fee, that remain inactive for longer than one (1) year, or that have violated one or more terms of this Agreement, Acceptable Use Policy, or any other Policies. LocAite

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