TERMS OF USE
TERMS OF USE
1. AGREEMENT – Please read these Terms of Use carefully. These Terms of Use apply to Locationary.com (the "website", "site", "Locationary", "we", "us" or "our") as well as to our mobile applications. By clicking on the "I Accept" button, or by accessing, crawling, scraping, or viewing this website, you acknowledge and agree that you have read, understand and have agreed to abide by the terms and conditions of this Agreement, applicable laws, regulations and any additional policies that we may communicate to you. If you do not agree, or are unwilling or unable to be bound to this Agreement, then do not use the website. We reserve all rights not expressly granted to you in this Agreement.
2. MINORS - The minimum age for participation is 13 years old. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the website. If you are a minor, you must have your parent or guardian read and agree to the Terms of Use (link located on the footer bar on most pages of this website) prior to you using the website.
3. CHANGES TO OUR TERMS OF USE - We expressly reserve the right to modify these Terms of Use from time to time as we determine, in our sole discretion, to be necessary. When changes are made, we will notify you by making the revised version available on this webpage and will indicate at the bottom of this page the date that revisions were last made. You should revisit these Terms of Use on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms of Use. Your continued use of the Site after any posted modification to the Terms of Use indicates your acceptance of the modification.
4. DEFINITIONS – In this Agreement, the following terms or phrases have the following meanings:
a. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. The terms "you" and "your" refer to you, as a user of the website.
b. "Content" means text, images, photos, audio, video, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to or through the Site including, without limitation, place descriptions, data, articles, ratings, reviews, invitations, and information that you display as part of your account profile. "User Content" means Content that users submit or transmit to or through the Site. "Locationary Content" means Content that we create and make available on the Site. "Third Party Content" means Content that is made available on the Site by parties other than Locationary or its users, such as data providers who license data to us for use on the site. "Site Content" means all of the Content that is made available on the site, including Your Content, User Content, Third Party Content, and Locationary Content.
5. FEEDBACK – Please direct any questions or concerns regarding these terms and conditions to .
PART A – INCENTIVE PROGRAMS
6. 50% SHARE: Locationary is founded on the principle that we’re working together with our members to create something special and valuable. Our current policy is to share 50% of the net economic value with our members including from advertising and sales of the data through rewards.
7. REWARDS: Locationary currently rewards members with various short-term and long-term rewards. We reserve the right to modify the composition or amount of rewards as we determine, in our sole discretion, to be necessary.
PART B – USE OF THE WEBSITE
8. AUTHORIZED USE – We authorize you to use the site subject to the provisions and restrictions in these Terms of Use.
9. CONTENT – The website enables users to submit Content. Locationary does and cannot control what users submit and accordingly does not endorse the Content and cannot confirm that it is accurate. This information is not checked or confirmed by Locationary. We are under no obligation to monitor the Site or Site Content. However, we reserve the right to investigate possible violations of the Terms of Use, block users from the Site, and refer matters to law enforcement authorities for further investigation. We may disclose information to third parties, including Your Content, in accordance with our http://www.locationary.com/forum/posts/list/82.page " target="_new" rel="nofollow"> privacy policy. In using the website, you may be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
10. YOUR USE OF THE SITE - You agree that you will not, and will not assist or enable others to:
a. use any mobile accessible areas of the website or our mobile applications while driving, biking, boating, operating heavy machinery or engaging in any other potentially hazardous activity (you understand that death, personal injury, or property damage may result from being distracted while engaged in these activities);
b. use obscenities or profanities in any discussion forum, or in communications with Locationary or other users, attempt to offend any person with your nickname or third party viewable details or comments, or use the Site to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user's use of the Site;
c. use the Site to submit or transmit spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
d. use the Site for promotional or commercial purposes, except as expressly allowed in writing by us;
e. use the Site in a manner that may create a conflict of interest, such as trading reviews with other
business owners or writing or soliciting shill reviews;
f. use the Site for keyword spamming or to otherwise attempt to manipulate natural search results;
g. use the Site to promote bigotry or discrimination against protected classes;
h. use the Site to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
i. use the Site to submit or transmit pornography or illegal content;
j. use the Site to solicit personal information from minors or to harm or threaten to cause harm to minors;
k. use the Site in violation of the Terms of Use or any applicable law;
l. modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by us;
m. reverse engineer any portion of the Site, except as may be permitted under the law;
n. remove or modify any copyright, trademark or other proprietary rights notice on the Site or on any materials printed or copied off of the Site
o. record, process, or mine information about other users;
p. use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Site or any Site Content;
q. access, retrieve or index the Site to for purposes of constructing or populating a searchable database of business reviews;
r. reformat or frame any portion of the Site;
s. take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure;
t. exploit any bug in the website or communicate the existence of any such bug to the public or to any other user of the website;
u. attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means; use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses"); use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; make excessive traffic demands; use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
11. SITE OPERATION - Locationary reserves the right to refuse service, prevent access to the site, terminate accounts, remove or edit Site Content, for any or no reason, in our sole discretion. Locationary also reserves the right to void your rewards and account balance or refuse to make any payment to you without liability if we suspect fraud, unlawful activity, or breach of this agreement through the use of your account. Locationary may impose limits on certain features and services or restrict your access to parts or all of the website without notice or liability. Locationary may make modifications to (including discontinue or suspend) any benefits to you, or any aspect or feature of the website at any time, including the availability of any feature, database, or content without any notice or liability to you. Locationary has no obligation of any kind to provide any support, including any updates (including bug fixes) to the website, to investigate website errors, or to respond to any inquiries.
12. LINKS TO THIRD-PARTY SITES - The website may include hyperlinks to web sites operated by parties other than Locationary including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Locationary does not control such web sites, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect. Some of the Site's mapping features are powered by Google Inc., the use of which is also governed by the terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.).
13. DEALING WITH ADVERTISERS - Your correspondence or business dealings with, or participation in promotions of, advertisers or others found on or through the website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and that party. You agree that Locationary shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or other parties on the website.
14. ANTI-SPAM POLICY - Please refer responsibly! Locationary is strongly against the practice commonly referred to as "Spam". Users who are reported and whose claims of "Spam" are validated by Locationary, will have their respective accounts either immediately TERMINATED or SUSPENDED without compensation, at the sole discretion of Locationary. Locationary defines "Spam" as:
a. Electronic mail messages or Tweets addressed to a recipient with whom the initiator does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient;
b. Messages posted to Usenet, forums, and message boards that are off-topic (unrelated to the topic of
discussion), cross-posted to unrelated newsgroups, or posted repetitively; or
c. Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or an "Instant Messaging" (such as ICQ) or similar communication system;
15. ABUSE REPORTING: If you wish to report a violation of our Anti-Spam Policy, please forward all evidence of abuse to:
PART C – YOUR PERSONAL INFORMATION
16. ACCOUNTS – To use features on the website, you may be required to create an account and provide personal information about yourself or your company to us. You represent and warrant that the information you provide is true, accurate, correct and complete and that you will notify us immediately of any changes to it. You agree not to misrepresent your identity, impersonate any other person or entity, or provide incorrect information about your self, as to your location, or relevant to your right to use the website. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account.
17. COLLECTION AND USE OF YOUR INFORMATION - You agree that we and our affiliates may collect and use your personal information gathered through your use of the site. Locationary may use this information to improve our products and/or services, to provide customized services or technologies to you, or to communicate with you. Locationary may disclose this information to others, but not in a form that personally identifies you (for example, we may disclose statistics that do not identify any specific individual).
18. DISCLOSURE – You acknowledge, consent and agree that Locationary may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Locationary, its users and the public.
PART D – INTELLECTUAL PROPERTY
19. PERMISSION TO USE YOUR CONTENT - We may use Your Content in a number of different ways, including displaying it on the Site, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms. As such, you irrevocably grant us a transferable, world-wide license to use and sublicense Your Content for any purpose whatsoever without compensation to you. You further irrevocably waive, and cause to be waived, any claims or assertions of moral rights or attribution with respect to Your Content.
20. RESPONSIBILITY FOR YOUR CONTENT – You alone are responsible for Your Content. You assume all risks associated with Your Content, including anyone's reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of, Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by us. You may expose yourself to liability if, for example, Your Content violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
21. USE OF CONTENT - We may remove or reinstate User Content from time to time at our sole discretion. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content. Locationary and its licensees may display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
22. COPYRIGHT DISPUTE POLICY - We have has adopted the following policies and procedures toward copyright infringement. The address of Locationary’s Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this section. It is Locationary’s policy to (i) respond to notices of alleged copyright infringement that comply with this policy; and (ii) terminate the accounts of those determined by Locationary to be "repeat infringers".
23. PROCEDURE FOR REPORTING COPYRIGHT INFRINGEMENTS – If you are a copyright owner or agent thereof, and believe that your copyright is being infringed in connection with the Site, please send a written notification to the Designated Agent detailing the alleged infringement. Your written notification must include:
a. Identification of the copyrighted work that you claim has been infringed;
b. Identification of the Content on the Site that allegedly infringes upon the copyrighted work at issue, and information reasonably sufficient to permit Locationary to locate such Content;
c. A statement by you that you have a good faith belief that the use of the Content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
d. A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
e. Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
Please note that Locationary may, at its sole discretion, send a copy of such notices to third parties for publication. For example, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication. Please note that you may be subject to liability if you materially misrepresent that content on the Site infringes your copyright.
24. PROCEDURE TO SUPPLY A COUNTER-NOTICE TO THE DESIGNATED AGENT – If you believe that Content has been mistakenly removed from the Site pursuant to this policy, you may send a written counter-notice to the Designated Agent including the following:
a. Identification of the Content that was removed, and the location on the Site where it would have been found prior to its removal;
b. A statement under penalty of perjury that you have a good faith belief that the Content was removed as a result of a mistake or misidentification;
c. A statement that you consent to the jurisdiction of any judicial district in which Locationary is located, and that you will accept service of process from the person claiming infringement or an agent of such person; and
d. Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
25. ADDRESS FOR DESIGNATED AGENT - Please contact the Designated Agent at the following address:
Copyright Agent, Locationary
1600-67 Yonge Street
Toronto ON M5E1J8
Canada
The Designated Agent should only be contacted in connection with the issues raised in this Section. All other inquiries directed to the Designated Agent will not be responded to; instead, such inquiries should be to .
26. INTELLECTUAL PROPERTY INFRINGEMENT - The website, including all Content, is protected by international copyright laws and treaty provisions, whether or not a copyright notice is present. We solely and exclusively own the Locationary Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the Locationary Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Locationary Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Locationary Content are retained by us. You agree that upon any violation of this covenant, Locationary shall suffer irreparable harm and shall be entitled to injunctive relief against any further violation, in addition to any other damages to which Locationary may be entitled. This covenant is independent of any other covenant, term or condition of this Agreement and shall survive the expiration or termination of this Agreement, it being understood that but for the giving of this covenant by you, Locationary would not have entered into this Agreement.
27. SUBMISSIONS - If you send ideas, comments or suggestions, including, but not limited to, notes, text, drawings, or computer programs, to Locationary or through the website, such submissions shall become, and shall remain, the sole property of Locationary. No submission shall be subject to any obligation of confidence on the part of Locationary. Locationary shall exclusively own all rights to, and shall be entitled to unrestricted use of, all such submissions without compensation to you.
PART E - RISK MANAGEMENT
28. WARRANTIES, DISCLAIMERS, AND LIMITATIONS OF LIABILITY - YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. THE SITE AND ALL SITE CONTENT IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS. LOCATIONARY MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SITE, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF BUSINESS REVIEWS AND BUSINESS INFORMATION LISTED ON THE SITE, AND (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SITE OR SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE PRODUCTS AND SERVICES SOLD BY BUSINESSES LISTED ON THE SITE. LOCATIONARY FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM LOCATIONARY OR THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.
b. LOCATIONARY DISCLAIMS ALL LIABILITY FOR ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION OF LOCATIONARY OR ANY THIRD PARTY, (E) LOSS OF INFORMATION OR DATA, OR (F) LOSS OF TIME. THE FOREGOING SHALL APPLY EVEN IF LOCATIONARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.
c. YOU ACKNOWLEDGE THAT YOU MAY NEVER RECEIVE CASH, PRIZES OR OTHER REWARDS AWARDED AS A RESULT OF YOUR PARTICIPATION IN THE WEBSITE. AND PRIZES OR CASH PAID TO YOU ARE IN THE NATURE OF A GIFT FROM LOCATIONARY AND NOT COMPENSATION FOR YOUR TIME.
d. LOCATIONARY FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE SITE AND SITE CONTENT. YOU AGREE TO BEAR THE ENTIRE RISK AS TO THE QUALITY, RESULTS AND PERFORMANCE OF THE WEBSITE. YOU ACKNOWLEDGE THAT THE WEBSITE, THE INTERNET, OR YOUR COMPUTER MAY NOT FUNCTION PROPERLY OR AT ALL.YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE SITE. YOU FURTHER ACKNOWLEDGE THAT THE WEBSITE MAY MALFUNCTION OR CONTAIN ERRORS AND OTHER PROBLEMS THAT COULD CAUSE YOU A PARTIAL OR COMPLETE SYSTEM FAILURE INCLUDING, BUT NOT LIMITED TO, PARTIAL OR COMPLETE CORRUPTION OF YOUR DATA, ACCOUNT BALANCES, OR ACCOUNT INFORMATION.
e. LOCATIONARY ALSO DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS ON THE SITE. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH LOCATIONARY RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM.
f. LOCATIONARY'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LOCATIONARY IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
g. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOCATIONARY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.
h. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.
29. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
30. INDEMNITY - You agree to indemnify and hold Locationary, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Site, (ii) your violation of the Terms of Use, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Locationary 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 Locationary. Locationary will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
PART F – GENERAL LEGAL PROVISIONS
31. NOTICES - Except as explicitly stated otherwise, any notices given to Locationary shall be given by email to . Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by email, regular mail or through a posting on the website.
32. TERMINATION - Without prejudice to any other rights, either party may terminate this Agreement without cause with notice to the other. This Agreement (including all licenses granted to you by this Agreement) shall terminate automatically if:
a. you fail to comply with any of the terms or conditions described herein;
b. we discontinue operation of the website; or
c. Locationary publicly posts a written notice of termination on the website.
On termination of this Agreement you must immediately stop using or accessing the website. In the event of any termination, whether by you or us, Sections 19-43 of the Terms of Use will continue in full force and effect, including our right to use Your Content.
33. ASSIGNMENT - The Terms of Use are not assignable, transferable or sublicensable by you except with Locationary’s prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms of Use shall be void.
34. THIRD PARTY BENEFICIARIES - You agree that, except as otherwise expressly provided in this Terms of Use, there shall be no third-party beneficiaries to this agreement.
35. LEGAL FEES - If any action at law or in equity is necessary to enforce or interpret Locationary's rights under this Agreement the terms of this Agreement, or any of the provisions hereof, Locationary shall be entitled to recover from you, in addition to any other relief to which Locationary may be entitled, reasonable legal fees, interest, costs and necessary disbursements.
36. GOVERNING LAW - If there is any dispute about or involving the Site or Locationary, you agree that any such dispute will be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts in Toronto, Ontario, Canada.
37. STATUTE OF LIMITATIONS - You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
38. ARBITRATION - Any claim, dispute or controversy (whether in contract or tort, pursuant to any statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) this Agreement, including without limitation any license granted to you by us pursuant to this Agreement; (b) the website; (c) oral or written statements, advertisements or promotions relating to this Agreement or to the website; (d) the relationships that result from this Agreement (including relationships with third parties) (collectively the "Claim"), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). You agree to waive any right you may have to commence or participate in any class action against Locationary related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Locationary. If you have a Claim you should give written notice to arbitrate to Locationary at the address obtained by following the instructions in Section 11. If Locationary has a Claim it will give you notice to arbitrate at the address you have provided to Locationary, or if you have not provided a mailing address, to your email address. Arbitration of Claims will be conducted in such forum and pursuant to such rules as you and Locationary agree upon, and failing agreement will be conducted in Toronto, Ontario by one arbitrator pursuant to the laws and rules relating to arbitration in Ontario.
39. SEVERABILITY - If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be limited to the minimum extent necessary or severed from the remainder of this Agreement, which will otherwise remain in full force and effect and enforceable.
40. RELATIONSHIP - No agency, partnership, joint venture, or employment is created as a result of the Terms of Use, and you do not have any authority of any kind to bind us in any respect whatsoever.
41. ENTIRE AGREEMENT - This Agreement constitutes the entire agreement between you and Locationary and supersedes all prior agreements or other arrangements, understandings, negotiations and discussions, whether oral or written. No other representations or warranties are made, save for those contained within this Agreement. Any conflicts between the terms or conditions of this Agreement and the terms or conditions of any other agreement between you and Locationary shall be decided by reference to this Agreement.
42. WAIVER - Any failure on our part to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
43. TITLES - The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.
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