MyLocalEdge

We offer you our platforms, tools, capabilities and data on MyLocalEdge.com and its affiliated sites and capabilities (“MyLocalEdge”) on the condition that you accept the following terms.

EVERY TIME YOU ACCESS, USE OR REGISTER FOR MYLOCALEDGE.COM, YOU ARE SIGNIFYING YOUR AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS (either

the “Terms of Service” or “Agreement”).

You cannot use MyLocalEdge if you do not accept to these Terms of Service

Here is a Summary of Our Terms

MyLocalEdge.com is provided by MyLocalEdge, its licensors and affiliates (either “our team” or “us”).

These Terms of Service consist of the terms below, our privacy policy, and any supplemental terms that our vendors, Contributors or our team may apply to a specific aspect, product or subscription that you may purchase from us.

We can modify these terms at any time, in which such modifications take effect after our team post notices of the modifications.

We may modify or discontinue any aspect of MyLocalEdge at any time. You accept to pay us for any purchases and subscriptions ordered by you.

We give you a limited right to access and use MyLocalEdge. You are not authorized to access MyLocalEdge or its servers and databases to scrape or “data mine” data in our servers.

You cannot resell or redistribute MyLocalEdge capabilities and databases unless otherwise authorized by us in writing.

You must comply with these terms and all applicable laws when you use MyLocalEdge. These Terms of Service have the same legal effect as an acceptance in writing.

You will own the Content (defined below) you post on MyLocalEdge. You give us the right to use and re-purpose the Content that you post on MyLocalEdge. We own all compilation rights in our site and capabilities.

You own or have the right to submit any Content you post on MyLocalEdge.

We offer MyLocalEdge “AS IS” and without warranties of any kind, and our team limit our liability to you.

MyLocalEdge, at its sole discretion, reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and immediate archival or deletion of all data in your account.

MyLocalEdge reserves the right to refuse service to anyone in its sole and absolute discretion.

About These Terms

In this Agreement, (a) the term “you” means the person who (or the entity on behalf of whom you are acting) that is accepting to these Terms of Service; (b) the term “Content” means any data, information, text, images, audio, video, profiles and all other forms of data and communications on MyLocalEdge that is provided by us, our Contributors, affiliates and users; and (c) the term “Contributors” means our users, third-party providers, licensors and businesses, Agencies (defined below), Clients (defined below) and proprietors that post Content, which include any profiles and listings, on MyLocalEdge. These Terms of Service serve as a binding contract between you and us and govern your relationship with us.

Additional terms may apply to certain subscriptions, purchases, products, capabilities and Content offered by MyLocalEdge or a Contributor.

Changes to These Terms

We may modify the terms of this Agreement at any time. All modifications will be posted on MyLocalEdge properties and such modifications take effect after our team posts them. You assume the responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications. If you do not accept any material modifications to this Agreement, you must discontinue your use of MyLocalEdge. Your ongoing use of MyLocalEdge after the modifications take effect signifies your acceptance to the new terms.

About MyLocalEdge and its Services

MyLocalEdge offers our team site, business profile databases, related capabilities, and other consulting capabilities to help businesses grow, which collectively our team refer to as “MyLocalEdge” in this Agreement. We may modify, update or discontinue any offering, aspect or Content on MyLocalEdge at any time and without notice and without liability to you.

Registration and Eligibility

Registration is optional; however, you will need to join with us to use all of our aspects and capabilities. We will open an individual membership profile account when you join MyLocalEdge. If you open a membership account, our team will give you the ability to set up a profile for your

business and use other aspects of MyLocalEdge. In order to join with MyLocalEdge, you must meet the following qualifications:

You must be at least 18 years of age and have the legal capacity to accept to these Terms of Service.

You must provide true, accurate, current and complete registration information. You agree to keep this information up-to-date.

You must abide at all times with the Terms of this Agreement.

If you are joining on behalf of a business or entity, you must have authority to act on behalf of such business or entity.

We are not responsible if our team are unable to communicate with you because you have not kept your registration information up to date. By accessing and/or joining for the use of MyLocalEdge, you represent and warrant that (a) you have the authority and legal capacity to enter into the Agreement and follow its obligations, (b) you have the authority to bind your principal or employer company if you are applying on behalf of a business, and (c) you are providing true, complete and current information.

Your Information

When you submit information about you to us, you accept that our team may collect and use your information as disclosed in our Privacy Policy. If you are accessing MyLocalEdge from within the State of California, you acknowledge that MyLocalEdge collects personal information as defined in the California Consumer Protection Act of 2018.

Ownership

Our Contributors, licensors and our team own all rights in the MyLocalEdge site, Content, aggregate user review ratings, data, text, designs, pages, print screens, the organization and structure of our data and Web sites, trademarks, logos, trade names, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that resides or is viewable or otherwise discoverable on MyLocalEdge. We (or as applicable, our licensors) own all intellectual property rights in our databases’ code, indexes, algorithms, organization and structure, and compilation of data. Except for the limited license our team grant to you below, you obtain no other rights in MyLocalEdge or its Content.

License and Authorized Uses

The MyLocalEdge capabilities and its Content are licensed, not sold. We grant you a non-exclusive, non-transferable, limited license to access and use MyLocalEdge and the

Content subject to the terms and limitations of this Agreement. Any use beyond this limited license is prohibited. You may create a profile only on your own behalf or on behalf of your business. Unless otherwise provided in any supplemental terms, you may download and temporarily store Content that you purchase to one computing device under your exclusive control. You may use such Content only (1) to display internally such Content for your internal business and research needs and (2) to quote and excerpt from such Content. You may also create one printout of such Content for your internal use and you cannot further distribute the printouts. We do not authorize any other access and use of MyLocalEdge not expressly provided in this Agreement.

Unauthorized Access and Use of MyLocalEdge

You cannot directly, indirectly or through any intermediary:

Copy, scrape, crawl, mine, spider, record, aggregate, resell, retransmit, redistribute, modify, translate or otherwise create derivative works of MyLocalEdge, its databases, Content, or its user IDs or passwords;

Export or re-export MyLocalEdge capabilities or its technology and tools in violation of any United States export law or regulation;

Violate these Terms of Service;

Violate the intellectual property rights, privacy rights or the rights of others; Frame our Web sites, pages or other Content;

Use any automated means to create one or more profiles or user IDs;

Offer capabilities or assist any other party to circumvent the restrictions in these Terms of Service;

Store or use our databases or Content to create an archival, searchable database of Content or compile data in a way that can be used by a competitive listing product or service;

Use our data, information about our customers or Content to send spam, unsolicited communications or other mass communications to consumers or third parties;

Use our trademarks, logos, or trade names without our express authorization to solicit your own customers, to imply any affiliation between you and us, or to make misrepresentations about MyLocalEdge or us;

Make excessive traffic demands on our computer networks, impair, damage, disable or otherwise attack MyLocalEdge or our computer networks, or attempt to gain unauthorized access to MyLocalEdge through any manual or automated means;

Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion or MyLocalEdge or otherwise attempt to derive any source code or underlying ideas or algorithms of MyLocalEdge;

Remove any copyright, trademark or other proprietary rights notices;

Impersonate any person, business or entity, including our company and our employees and agents;

Create profiles of a third party without the express authorization from such person or entity.

Your Responsibilities

You are responsible for all activities under your membership account, including all legal liability incurred from the use of your profile by you or others. You cannot give access to your profile, or disclose your password to others. You cannot harvest Content for the purposes of sending spam or other forms of unsolicited communications. You are responsible for keeping your profile information, including all passwords, confidential. You shall be solely responsible and accept all liability for your (including your agents’ and representatives’) modifies, edits, modifications or additions to the information and/or data you receive through MyLocalEdge. We are not responsible if your profile or account is compromised if any of your devices containing your profile (such as a mobile device) is lost or stolen. You are responsible for notifying us immediately if your profile has been compromised.

Use of Content, Forums, Comment Areas and Message Boards

MyLocalEdge PROVIDES THE CONTENT “AS IS” AND YOUR USE OR RELIANCE ON SUCH

MATERIALS ARE SOLELY ARE YOUR OWN RISK. We offer the Content for general information, general discussion, and education purposes only. This Content may be provided by us, our Contributors and members. Do not construe any Content on MyLocalEdge is endorsed or verified by our Contributors or us. MyLocalEdge is not intended to provide personalized investment or other regulated professional advice. Nothing contained on MyLocalEdge should be construed as providing (a) a solicitation, recommendation, endorsement, or offer to buy or sell any securities or other financial instruments or (b) a recommendation to any specific individual or business that any particular security, portfolio of securities, transaction or investment strategy is suitable for you or any specific person. Our contributors and our team are not liable to you or any third party for the truthfulness, accuracy, reliability, completeness, timeliness, legality or applicability of any Content posted or otherwise transmitted by any users. We do not endorse the opinions expressed by any users. We reserve the right, but our team

shall have no obligation or responsibility to you or any third party, to pre-screen, review, flag, filter, modify, refuse or remove any or all Content on MyLocalEdge that violates this Agreement, as our team determines in our sole discretion.

You acknowledge that our team may, but our team have no obligation to you or any third party, to investigate and take appropriate technical, legal and equitable action against anyone who, in our sole discretion, violates this Agreement, including but not limited to, terminating their membership account and/or reporting such Content, conduct, or activity to law enforcement authorities. We may access, preserve or disclose information you provide, including user Content, when our team have a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect or defend our and our Contributors legal rights or property, or their employees, agents and contractors (including enforcement of our acceptance); (ii) protect the safety and security of users of MyLocalEdge or members of the public including acting in urgent circumstances; (iii) protect against fraud or for risk management purposes; or (iv) comply with application laws or other legal process.

Important Terms About the Content You Post on MyLocalEdge

MyLocalEdge offers aspects where Contributors may post Content such as business profiles, ratings and comments on forums. You remain the owner of any Content you post on MyLocalEdge. However, by submitting Content to MyLocalEdge:

You grant us, our affiliates, and distributors a perpetual, worldwide and royalty-free right to use, copy, store, display, perform, distribute, redistribute, syndicate, transmit, adapt and promote your Content, and any information contained within such Content, in any medium including, without limitation, the use of your user name and alias associated with your Content;

You grant other users of MyLocalEdge free permission to view and use your Content; and

We own all rights in any compilation and collective works of Content as organized and presented on MyLocalEdge and retained in our databases.

If you participate in any aspect on MyLocalEdge that allows users to share, modify, or combine user Content with other Content, you grant us and our users an irrevocable, royalty-free, fully paid up, perpetual, worldwide right and license to use, share, reproduce, modify, create derivative works, display, distribute and perform your Content on MyLocalEdge. Any suggestions or ideas that you submit to us become our property and can be used by us for any purpose. We will not pay you for your submissions. We may refuse to publish, and may remove the Content from MyLocalEdge at any time and for any reason. You represent and warrant to us that you have all rights necessary for you to grant the permissions in this section.

In addition to the restrictions specified above, you cannot use MyLocalEdge to submit Content or engage in any conduct that:

Violates laws pertaining to securities and investment advising, including any rules and regulations of the U.S. Securities and Exmodify Commission and the national or other securities

exchanges, especially and including the rule against making false or misleading statements to manipulate the price of any security;

Posts or transmits any advertising, promotional materials, or other forms of solicitation including chain letters and pyramid schemes;

Violates or infringes the rights of others, including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy, or other proprietary rights;

Discloses anyone’s identification documents (such as driver’s license numbers, social security numbers_, financial information, or other private or sensitive information;

Is unlawful, threatening, abusive, harassing, invasive of another’s privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;

Publishes falsehoods or misrepresentations that could damage any person or entity, or is otherwise defamatory, libelous or deceptive;

Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

Impersonates any person, business or entity, including without limitation, impersonating others to post favorable comments to your profile or business;

Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;

Violates any applicable local, state, federal, national or international law, statute, ordinance, or regulation including, without limitation, Credit Card Association rules, consumer protection laws, election laws, laws regulating tobacco-related products and electronic cigarette sales, and laws pertaining to unfair competition, false advertising and discrimination;

Promotes dating, escort, strip-tease acts or prostitution;

Is associated with the sale of (a) any controlled drug that requires a prescription from a licensed practitioner unless you are authorized by the National Association of Boards of Pharmacy to offer such products as a Verified Internet Pharmacy Practice Site and only if such a prescription has been issued by the practitioner after a bona fide examination of the patient; or (b) any

over-the-counter drug, unless the sale of such product, without a prescription, has been approved by the Food & Drug Administration; or (c) nonprescription drugs that make false or misleading treatment claims or treatment claims that require FDA approval; or (d) any drug or controlled substance that MyLocalEdge believes to be or may become harmful, unlawful, or prohibited;

Violate Title IV of the Higher Education Act of 1965, Family Education Rights and Privacy Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair Housing Act or the Fair Credit Reporting Act;

Is associated with the sale of firearms;

Involves posting “fake” endorsements or recommendations; or

You acknowledge that posting Content that violates the terms of this Agreement, the rights of others, or any applicable law or regulation, may result in civil or criminal liability. You represent and warrant to us that your conduct on MyLocalEdge will at all times comply with the terms of this Agreement.

Data Backup

You are solely responsible for backing up any Content that you store on any customizable area on MyLocalEdge. We are not responsible for the loss of any data or Content you elect to store on MyLocalEdge.

Your Representations

By submitting Content on MyLocalEdge, (a) you represent and warrant that your Content is true, accurate, current, complete and that you own or have express permission to post the materials on MyLocalEdge; (b) that you have the authority to post such Content and that such submission will not violate any trade secrets, confidential information, or violate any securities laws; (c) in the event your Content contains the name, image, video, audio or participation by individuals, performers or entities other than you, that you have obtained such parties consent to their appearance or use of their contribution in the Content that you upload; and (d) you accept to indemnify and hold us harmless from all claims, costs and expenses (including legal expenses) arising out of any Content posted or published by you that are in breach of this section.

Fees and Payment – Optional Services and Content

You accept to pay the applicable fees and charges for membership plans and other purchases that you make from us. We may limit the number of promotions for which you may be eligible in a given period. Your payment and renewal terms at the time you make a purchase from MyLocalEdge are disclosed in these Terms of Service or in the shopping cart; you can also review your payment terms from time to time by visiting the “My Account” area on MyLocalEdge.

You must give us accurate billing and payment information and keep this information up-to-date. Every time you make a purchase or obtain a service from MyLocalEdge, you reaffirm that (i) our team are authorized to charge your designated payment method; (ii) our team may submit charges incurred under your profile for payment; and (iii) you will be responsible for such charges. YOU AGREE THAT WE MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT unless required

otherwise by law. If our team does not receive payment from your designated payment method, you accept to pay all amounts due upon demand by us. You are responsible for all charges incurred under your profile made by you or anyone who uses your account associated with your

profile. We may, in our discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make on MyLocalEdge. You accept that any submissions you make for electronic purchases constitute your intent and acceptance to be bound by the terms of and pay for such purchases.

MyLocalEdge may modify, add or delete any aspect of the Service at any time.

Subscription capabilities will remain available during the subscription period and will not be available after the subscription period ends. In instances wherein an immediate deactivation or refund occurs, the availability of capabilities and data may be terminated immediately.

EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION for SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND VENDOR SERVICES ARE PROVIDED “AS IS.”

MyLocalEdge does not guarantee (a) the appearance and/or location of any listing or advertisement, (b) the level of results you will achieve from the Service or (c) that the Service will meet your requirements.

The MyLocalEdge Terms of Service are incorporated by reference and made a part of these terms, including without limitation, all terms related to limitation of liability and indemnification, governing law and venue.

Premium Subscription Services

We may offer from time-to-time additional, premium subscription capabilities on MyLocalEdge for business owners and marketing organizations. These premium subscription capabilities will be subject to additional terms, conditions, and limitations for the user for such capabilities. You accept that you are bound by these additional terms when you sign up for these premium capabilities. We provide links below to the terms that govern our current offerings of premium subscription capabilities.

We may bundle various products in different subscriptions. You can select which bundled capabilities you wish to purchase when you place an order with us. Any monthly plans for premium subscription capabilities are payable in advance, are not refundable, and may be canceled at any time by you. We may offer special prices for longer-term subscriptions that require longer-term commitments, such as three months, six months or a year. Such plans cannot be canceled during the term and are non-refundable. All premium subscriptions renew automatically unless canceled by you before any renewal date. We may modify and modify these offerings at any time.

Premium Business Listing Service – Description and Important Disclaimers

MyLocalEdge Premium Business Listing Service is an optional fee-based service provided by MyLocalEdge to move your company listing into a higher ranking in the MyLocalEdge company browse and search results list for a 30-day (“Monthly”), 3-month (“Quarterly”), 6-month

(“Bi-annually), or tour twelve-month (“Annually”) period. Each category and location combination enables the participant to aspect one (1) company text links in category and location combinations. Your Premium Business Listing is billed at the time of submission.

MyLocalEdge reserves the right to decide whether, where, and how a Premium Business Listing is listed.

MyLocalEdge reserves the right to reject a Premium Business Listing submission. All fees paid for the Premium Business Listing Service are NON-REFUNDABLE.

A credit card is required to set-up the Premium Business Listing for the Monthly or annual period. All Premium Business Listings must conform to the MyLocalEdge editorial guidelines and must be relevant topically to the category and location. All Premium Business Listings are subject to final approval by the MyLocalEdge editorial team, which in their sole discretion may reject a Premium Business Listing request for any reason.

Listing Manager Terms

These additional terms and the MyLocalEdge Terms of Service govern your subscription and use of Listing Manager. By signing up for Listing Manager, you accept to these terms.

We offer a subscription (fee-based service) for the use of Listing Manager on a one month (“Monthly”), three months (“Quarterly”) or tour teamlve month (“Annual”) basis.

The Listing Manager service and all related aspects of this service shall be effective on the date you receive email confirmation of your purchase and will continue for an initial period (“Initial Period”) of Monthly, Quarterly or Annual period from this date as selected by you in your order. The Initial Period shall be renewed automatically for the same length of term as the Initial Period (Monthly, Quarterly or Annual) each (“Renewal Period”) and the Monthly, Quarterly or Annual fee will be billed to your credit card at the start of a Renewal Period. You can terminate your subscription prior to any Renewal Period by going to your subscription dashboard online

You may only purchase subscriptions on your own behalf or on behalf of your business.

You will pay all charges you incur in connection with the Listing Manager in immediately available funds. You accept to provide a valid payment method for the Listing Manager and you accept to keep this information up to date.

Payments are due in advance of the Initial or Renewal Periods. These fees are not refundable.

You authorize and direct us to charge your designated payment method for your subscription or, if your designated payment method fails, to charge any other payment method you have on file with us.

You authorize and direct us to retain information about the payment method(s) associated with your account. If our team does not receive payment from your designated payment method or any other payment method on file, you accept to pay all amounts due upon demand by us.

We do not permit or accept data from you that (a) violate applicable laws or regulations, (b) violate the rights of others, including copyrights or trademarks of others, (c) are misleading or inaccurate, or (d) promote (i) counterfeit goods, (ii) dangerous products or capabilities such as recreational drugs, (iii) products or capabilities that enable dishonest or unlawful behavior, (iv) obscenity, (v) alcoholic beverages, (vi) gambling related products or capabilities, (vii) certain health-related products and capabilities regulated by law, (vii) certain tobacco and similar products (e.g., such as e-cigarettes) regulated by law, or (viii) other products or capabilities our team deem in our sole discretion as being inappropriate or offensive.

All data and information submitted by you shall be subject to our character limits, quality standards, MyLocalEdge Terms of Services, and other applicable listing policies.

We may reject or remove any such data, in whole or in part, at our sole discretion, or modified at any time to comply with our policies and these terms.

We do not guarantee (a) the appearance and/or location of any listing, (b) the level of results you will achieve from Listing Manager or (c) Listing Manager will meet your requirements.

You grant us a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other modify of control of MyLocalEdge’s business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing data and all trademarks and branding associated with your Listing Manager listings.

You represent and warrant that you have all rights to provide the data and trademarks you submit for your Listing Manager listings.

Advertising Content

You cannot submit data, creatives or advertising materials that (a) violate applicable laws or regulations, (b) violate the rights of others, including copyrights or trademarks of others, (c) are misleading or inaccurate, (d) violate the MyLocalEdge Terms of Service, or (d) promote (i) counterfeit goods, (ii) dangerous products or capabilities such as recreational drugs, (iii) products or capabilities that enable dishonest or unlawful behavior, (iv) obscenity, (v) alcoholic beverages, (vi) gambling related products or capabilities, (vii) certain health-related products and capabilities regulated by law, (vii) certain tobacco and similar products (e.g., such as

e-cigarettes) regulated by law, or (viii) other products or capabilities our team deem in our sole discretion as being inappropriate or offensive.

All data and information submitted by you for the advertisements shall be subject to MyLocalEdge’s character limits, quality standards, MyLocalEdge Terms of Services, and other applicable listing policies.

You grant us a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other modify of control of MyLocalEdge’s business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all information, creatives, data and all trademarks and branding associated with your business for the Service.

MyLocalEdge may reject or remove any such data, in whole or in part, in our sole discretion, or modified at any time to comply with our policies and these terms. You represent and warrant that all information and authorizations provided by you are complete, correct and current.

Cancellation Policy

All MyLocalEdge subscriptions are established on automatic renewals. Customers will be charged for their subscription on their renewal date unless our team is notified to cancel capabilities 3 business days prior to the renewal date. After a subscription is canceled, the service will remain active for the duration of the subscription period and then the company profile will revert to a free company profile.

Due to the type of information and capabilities being sold, our team, unfortunately, cannot accept returns of articles, profiles, lists or reports once they have been delivered to you. We cannot and do not warrant that the information available through this service is accurate, complete or updated but rather is provided to the user ‘as is’.

Please be sure to read all available information about a product and our terms of service before you place your order.

Please note that our team is available Monday through Friday from 9 am to 6 pm ET, excluding holidays.

Billing Problems and Disputes

You must notify us about any billing problems or discrepancies within 60 days after they first appear on the statement you receive from your bank. If you do not bring such problems or discrepancies to our attention within 60 days, you accept that you waive the right to dispute such problems or discrepancies.

Terms for Agencies, Agents and Representatives

If you establish a MyLocalEdge account or profile on behalf of a company, organization, entity or brand as a representative or agent (such as a marketing or advertising agency, the “Agency”):

(a) the terms “you” and “your”, as used throughout the Agreement apply to both Agency and

Agency’s client (the “Client”), as applicable and (b) Agency accepts to abide by all the terms of this Agreement and the following supplemental terms.

You understand and accept that (a) Agency is acting as agent for a disclosed principal (i.e., the Client) and (b) Agency will act as agent for taking responsibility and making payment on all amounts due for purchases made from MyLocalEdge. Agency shall provide a payment method for purchases as described in this Agreement. Client and Agency shall be jointly and severally liable for the payment of sums due hereunder, but our team accept to look initially to Agency for the payment of sums due hereunder. Nothing in this Agreement relating to the payment of transacted amounts by Agency shall be construed so as to relieve Client for breach of its obligations under this Agreement.

Agency represents and warrants that Agency is the duly authorized agent of Client with full power to act on Client’s behalf with respect to this Agreement, and Agency has the power to enter into, deliver and perform this Agreement on behalf of Client and Agency. The individual(s) executing this Agreement on the Agency's behalf is/are authorized to execute and deliver this Agreement. Agency accepts that this Agreement is the legal, valid and binding obligation of Agency and/or Client, and shall be enforceable against Agency and/or Client in accordance with its terms.

We may from time to time offer special promotions and promotional pricing for Agencies on behalf of their Clients. Such promotions will be subject to additional terms that supplement this Agreement that you accept is binding on Agency and Client (“Promotions”). We reserve the right to cancel Promotions early or to extend offers without notice.

Disclaimer of Warranties

We provide MyLocalEdge “as is”, “with all faults” and “as available.” YOUR USE OF MyLocalEdge IS AT YOUR OWN RISK. Our Contributors and our team make no express warranties or guarantees about MyLocalEdge and its Content. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES THAT MyLocalEdge AND ITS CONTENT ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, TIMELY, RELIABLE OR NON-INFRINGING. WE DO NOT GUARANTEE THE RESULTS THAT YOU MAY OBTAIN FROM YOUR USE OF MyLocalEdge. WE DO NOT GUARANTEE THAT MyLocalEdge WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE MyLocalEdge AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY.

Limitation of Liability

OUR PARENT, OUR CONTRIBUTORS, OUR DISTRIBUTORS AND WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF MyLocalEdge. THESE EXCLUSIONS APPLY TO

ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR AND OUR SUPPLIER’S LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

YOU AGREE, AND YOU WILL REQUIRE THAT ANY THIRD PARTY WHO INDIRECTLY USES THE CONTENT PROVIDED BY YOU (“THIRD PARTY USER”) TO AGREE, THAT IN NO EVENT SHALL WE OR OUR CONTRIBUTORS BE LIABLE FOR THE RESULTS OF ANY THIRD PARTY USER’S USE OR RELIANCE UPON MyLocalEdge, FOR ITS INABILITY OR FAILURE TO CONDUCT ITS BUSINESS, OR FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA OR LOST PROFITS, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE.

IN NO EVENT SHALL OUR OR OUR CONTRIBUTORS CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE MyLocalEdge SERVICES EXCEED THE TOTAL AMOUNT YOU PAID FOR THE PARTICULAR MyLocalEdge SERVICE WITHIN AN IMMEDIATE TWELVE-MONTH PERIOD.

Termination

We may cancel or suspend your access to MyLocalEdge at any time, without cause and/or without notice. Your right to use MyLocalEdge will end once your service is terminated, and any data you have stored on MyLocalEdge may be unavailable later. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing.

Indemnification

Upon a request by us, you accept to defend, indemnify, and hold harmless us and our employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of MyLocalEdge. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Electronic Contracting and Notices

You accept to transact with us electronically. You accept that these Terms of Service have the same effect as an acceptance signed in writing. You also accept that our team may send to you in electronic form any privacy or other notices, terms, disclosures, reports, documents, communications or other records regarding MyLocalEdge (collectively, “Notices”) or anything related to your use of MyLocalEdge. We can send you electronic Notices (1) to the email address that you provided to us during registration; (2) via text message if you elected to receive any mobile alerts, (3) by posting the Notice on MyLocalEdge’s our team page, mobile pages or tools. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery.

You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the applicable service.

Our terms and other Notices are designed for access on most current Internet Web browsers and on the mobile devices in which our team offers mobile tools and capabilities.

In order to transact with us electronically, you must have a device and an Internet browser capable of accessing and browsing the Internet. If you wish to print a copy of the Term of Services, your device must have access to a printer that can print our team pages from the print function of your Internet browsers. Also keep in mind that the “print” aspects on many devices and browsers will enable you to save a copy of the terms as a “note” or “PDF '' file on your device.

Assignment

We may assign this contract at any time without notice to you. You cannot assign this contract to anyone else.

Entire Agreement

This Agreement and any supplemental terms, policies, rules and guidelines posted on MyLocalEdge constitute the entire acceptance between you and us and supersede all previous written or oral acceptance. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Terms and Conditions

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