Terms of use

List It Local, LLC ("List It Local," "we," "us," or "our") is the owner of the website located at HYPERLINK "http://www.listitlocal.com/"www.listitlocal.com (the “Website”) and provides the services, software applications and content available on the Website (collectively with the Website, the “Services”). The Services are provided to you subject to these Terms of Use. By accessing or using the Services, you are acknowledging that you have read, understand, and agree to these Terms of Use. If you do not agree to these Terms of Use in their entirety, please do not access or use the Services.

About List It Local

List It Local is an online marketplace that allows users to offer, sell and buy goods and services in the user’s local community. The actual contract for sale is directly between the seller and the buyer. Any guidance or information which List It Local may provide regarding pricing, shipping, listing, and other matters is solely informational and provided for convenience only. List It Local has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction.

Privacy Policy; Other Policies

The List It Local Privacy Policy available on the Website governs any personal information you submit via the Services and is incorporated by reference in these Terms of Use. All other policies posted on the Website are also incorporated into these Terms of Use by reference. You agree to comply with the Privacy Policy and all other policies posted on the Website when accessing or using the Services.

Limited License

List It Local grants you a limited, revocable, non-sublicensable and nonexclusive license, subject to your continued compliance with these Terms of Use, to access and use the Services for your personal use or to advertise and sell goods or services in accordance with these Terms of Use. Any unauthorized use of the Services or any breach of these Terms of Use automatically terminates this limited license, without prejudice to any other rights or remedies of List It Local.

Registration

List It Local may make certain Services available to you that require registration. Registering for such Services requires you to provide information about yourself. When you register for a Service, you shall provide true, accurate and complete information, and you agree to update such information if it changes. If you do not provide true, accurate and complete information, List It Local may, in its sole discretion, suspend or terminate your membership to the applicable Service. By registering for any Service, you confirm that you are 18 years or older. Any personal information that you provide in connection with a registration shall be used in accordance with our Privacy Policy.

Passwords

You are responsible for maintaining the confidentiality of any password you create for the Services. You will immediately notify List It Local in writing if you determine, or have reason to believe, that an unauthorized party has gained access to your password. Use of the password, whether or not authorized by you, shall be your sole responsibility and risk.

User Conduct and Prohibited Activities

In connection with using or accessing the Services you agree that you shall not:

  • post, list or upload content or items listed on the Prohibited Items List;
  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18), or are temporarily or indefinitely suspended from using our Services;
  • fail to pay for items you purchased, unless you have a valid reason, such as a clear typographical error in the listing or you are unable to contact the seller;
  • fail to deliver items you sold, unless you have a valid reason, such as failure of the buyer to follow the posted terms or you are unable to contact the buyer;
  • manipulate the price of any item or interfere with any other user's listings;
  • post false, inaccurate, misleading, defamatory, or libelous content;
  • allow another person or entity to use your account and user ID;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm the Services or the interests or property of other users;
  • use any robot, spider, scraper or other automated means to access our Services for any purpose;
  • impose an unreasonable or disproportionately large load on our infrastructure;
  • export or re-export any List It Local application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • commercialize any List It Local application or any information or software associated with such application;
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures we use to provide the Services.

Your use of the Services shall at all times be in compliance with all applicable local, state, national and international laws and regulations.

Fees

The fees we charge for using our Services are listed on the List It Local Fees page. We may change our fees from time to time by posting the changes on the Website. You should visit the Fees page each time you post a listing to review the current fees. You must have a payment method on file when selling on List It Local, and you must pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us and retaining collection agencies and legal counsel.) In addition, you will be subject to late fees.

Charitable Donations

When you post a listing, you may elect to have some or all of your proceeds donated to a local charity of your choice. For more information on how to make donations, visit our Charitable Donations page. Making a charitable donation is optional, and you are not required to donate any of your proceeds. You may decide whether or not to donate on a case by case basis for each listing you post. Processing fees and administrative fees may apply to each donation you make. Any applicable fees are expressly stated on our Charitable Donations page. Fees are automatically deducted from your account and the remainder is sent directly to the charity of your choice.

Intellectual Property

The Services are owned and operated by List It Local, and all content available through the Services, including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation, combination, look and feel or other works, concepts, inventions or other protectable aspects of the Services, are the property of List It Local, its licensors, partners and end users, as applicable. Except as expressly set forth herein, all intellectual property rights in the Services are the property of List It Local, and List It Local retains all copyrights in the individual pages, and their components and compilations, and collective works available via the Services. You agree and acknowledge that no title to any software or any other aspect of the Services shall pass to you under these Terms of Use.

Except as set forth in the limited license herein, or as required under applicable law, the Website is copyrighted and protected by federal and worldwide copyright laws and treaty provisions and other intellectual property laws. You may not use, copy, distribute, republish, prepare derivative works based on, reproduce, duplicate, sell, resell, access, reverse engineer, modify or otherwise exploit, in whole or in part, either the content or any other portion or feature of the Website, for any purpose without our prior written consent. Please note that you may not frame or utilize framing techniques to enclose the Website or any portion thereof without our prior written consent.

Trademarks, including List It Local, are the property of List It Local. All other names and trademarks are the property of their respective holders. These Terms of Use do not grant you a license to use any trademark, trade name, or logo of List It Local, and you recognize that the trademarks, trade names, and logos of List It Local represent valuable assets of List It Local and that substantial recognition and goodwill are associated with such trademarks, trade names, and logos. You hereby agree that you shall not use or permit any third party to use, at any time, List It Local’s trademarks, trade names, or logos.

Communications and Suggestions

You may submit communications, suggestions, ideas, comments, questions, or other information to us through the Services or otherwise (collectively “Feedback”) so long as such Feedback is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of spam. You shall not use a false email address, impersonate any person or entity, or otherwise submit misleading Feedback. 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 Feedback throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the Feedback that you submit; that the Feedback is accurate; that use of the Feedback you supply does not violate these Terms of Use and shall not cause injury to any person or entity. We shall not take any responsibility and shall not assume any liability for any Feedback submitted by you or any third party. We shall not be responsible for the confidentiality of any information communicated to us through this Services beyond that stated in the Privacy Policy.

Confidentiality

You acknowledge that the Services, and other information received by you pursuant to these Terms of Use, or from use of the Services, constitute and contain confidential, proprietary and copyrighted information and subject matter of List It Local ("Confidential Information"). You agree to not, directly or indirectly, without List It Local’s prior written consent, use the Confidential Information for any purpose other than as expressly permitted under Terms of Use; divulge, discuss, provide, transmit, copy, make available or otherwise communicate the Confidential Information to a third party; or permit any third party to use such Confidential Information. "Confidential Information" shall not include information that: (i) is publicly available or enters the public domain without breach of these Terms of Use; (ii) was possessed by you prior to first receiving it from List It Local; (iii) was developed by you independently and without use of or reference to the Confidential Information; or (iv) was received by you from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding the foregoing, you shall be permitted to disclose Confidential Information if such disclosure is required by law, provided that you shall give prompt notice of such requirement to List It Local so List It Local will have the opportunity to seek a protective order or other appropriate remedy.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED AS IS, AS AVAILABLE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LIST IT LOCAL, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. LIST IT LOCAL, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS DO NOT WARRANT THAT THE SERVICES OR ANY FUNCTION OR ASPECT THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, INCLUDING ANY CONTENT, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

YOUR USE OF AND ACCESS TO THE SERVICES IS AT YOUR OWN RISK. IN NO EVENT SHALL LIST IT LOCAL, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO OR USE OF THE SERVICES, ANY DELAY IN OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF LIST IT LOCAL, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD.

NOTWITHSTANDING THE FOREGOING, IF FOR ANY REASON, ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY IS HELD UNENFORCEABLE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF LIST IT LOCAL, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UNDER OR IN CONNECTION WITH THESE TERMS OF USE, OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO OR USE OF THE SERVICES, ANY DELAY IN OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AGGREGATE FEES PAID BY YOU TO LIST IT LOCAL FOR THE USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, LIST IT LOCAL WOULD NOT PROVIDE THE SERVICES TO YOU.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SHALL NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW. VOID WHERE PROHIBITED BY LAW.

Indemnification

You agree to indemnify, defend and hold List It Local, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees and agents (collectively, the "Indemnified Parties") harmless from and against any and all claims, liability, losses, actions, suits, costs and expenses (including attorneys' fees) asserted against, or suffered or incurred by, any of them arising out of or in connection with, or resulting from (i) your use of the Services and any transactions you conduct in connection with your use of the Services, (ii) any breach by you of these Terms of Use, (iii) acts or omissions of you or any person or entity accessing your password, and (iv) any claim arising out of Feedback you submit, or any part thereof, including, but not limited to, claims that the Feedback infringes any third party’s intellectual property or other rights or otherwise violates any applicable law, rule or regulation. List It Local reserves the right, at its own expense, but without the obligation to do so, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with List It Local's defense of such claim.

Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Children and Minors

The Website is designed to provide commercial business information and services for adults. The Website is not designed to attract minors, in particular children under the age of 13. List It Local does not market to or knowingly collect information from anyone under the age of 13.

Links To Other Materials

Any websites linked to the Website are not necessarily under the control of List It Local, and List It Local is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. List It Local reserves the right to terminate any link or linking program at any time. List It Local has selected the links for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to the Website, you do so entirely at your own risk. Any links to any portion of the Website shall be the responsibility of the linking party, and List It Local shall not be responsible for notification of any change in name or location of any information on the Website.

Contact Us/Customer Service

Should you initiate contact with List It Local, you will be required to provide certain personally identifiable information about yourself. You agree to provide true, accurate and complete information about yourself. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if List It Local suspects that your information is untrue, inaccurate, or incomplete, then List It Local may, in its sole discretion, suspend, terminate, or refuse you future access to the Website. Any personally identifiable information you provide to us shall be subject to List It Local’s Privacy Policy.

Amendment and Modification

List It Local reserves the right at any time to amend or modify these Terms of Use, to discontinue all or any portion of the Services or to add or remove any content or other features from or to the Services. List It Local agrees to post all amended forms of these Terms of Use on the Website, and such amended forms shall be effective immediately upon posting. It is at all times your responsibility to read the most current form of the Terms of Use to ensure that you agree to the terms and conditions of any amendments to the Terms of Use. You agree that this procedure for giving notice of amendments to the Terms of Use is reasonable. Your use of the Services constitutes your acceptance of any such amendment, modification, discontinuance, addition or removal.

Governing Law, Disputes

These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard for its conflicts of laws principles. Any action, claim or proceeding arising out of or relating to the Services or these Terms of Use must be brought in the appropriate state or federal court located in Boston, Massachusetts. You hereby consent to the exclusive jurisdiction of such court in any such action, claim or proceeding and submit yourself to such jurisdiction.

General

These Terms of Use, the Privacy Policy and any other policies posted on the Website constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Any failure to enforce any term or provision of these Terms of Use shall not be deemed a waiver of that or any other breach of that or any other term or provision of these Terms of Use. In addition, any failure to enforce any term or provision of these Terms of Use shall not constitute a waiver of a future breach of that or any other term or provision of these Terms of Use. List It Local may assign these Terms of Use, in whole or in part, in its sole discretion. List It Local may deliver notice to you under these Terms of Use by means of electronic mail, a general notice on www.listitlocal.com, or by written communication delivered by first class postage prepaid international mail to your address or contact information on record in List It Local’s account information. You may give notice to List It Local at any time via electronic mail to support@listitlocal.com or by letter delivered by first class postage prepaid international mail or overnight courier to the address listed below. The headings of articles and sections contained in these Terms of Use are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms of Use. The following Sections survive any termination of these Terms of Use: Fees, Intellectual Property, Communications and Suggestions, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Release, Governing Law and General.

Infringement Notices and Takedown

List It Local prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on the Website infringes your copyright or other intellectual property rights, you should notify us of your copyright infringement claim in accordance with the following procedure. We will process notices of alleged infringement and will take appropriate action as required by the Digital Millennium Copyright Act ("DMCA"). The DMCA requires that notifications of claimed copyright infringement should be sent to our Designated Agent who is:

Scott Burkhead
Co-Founder
List It Local, Inc.
396 Washington St., Suite 315
Wellesley, MA 02481
Email: tos@listitlocal.com
Telephone: (781) 333-5310
Facsimile: (781) 333-5340

To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):

Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

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;

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 the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

A statement that the complaining party has 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; and

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

These Terms of Use were updated on: January 10, 2015

B1766083; 1

Privacy policy