Locate2u TERMS OF USE

Locate2u TERMS OF USE

This Terms of Use was last updated on October 30th, 2020.

Introduction
Welcome to Locate2u Marketplace. By using the services available from the domain and sub-domains of marketplace.locate2u.com (the “Marketplace”), you are agreeing to be bound by the following terms, including those referenced herein (the “Terms of Use”) with Locate2u, and its affiliates and partners, including Roadz Inc. the Marketplace Platform Provider (“Locate2u”, “we”, or “us”).]

Before you may access all of the features of the Marketplace, you must read and accept all of the terms and conditions in this Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE MARKETPLACE. We may modify this Terms of Use from time to time. Any amended terms automatically take effect after being posted on the Marketplace. Your use of the Marketplace following the effective date of any modifications to this Terms of Use will constitute your acceptance of this Terms of Use, as modified. You agree that notice on the Marketplace of such modifications is adequate notice. If you are entering into this Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of, and to bind that entity to the terms and conditions of this User Terms of Use.

The Marketplace features a selection of products and services (collectively, “Solutions”) which you may decide to purchase from the third-party vendors (“Third-Party Vendor”) providing the Solutions.

The Marketplace is run on the proprietary software developed by Roadz, Inc. (“Marketplace Platform Provider”).

Registration and Eligibility

To access certain features of the Marketplace, you may be required to create or update an account on the Marketplace (“Account”) and will be asked to provide certain personal information, which may include your name, birth-date, e-mail address, phone number and, in some cases, payment information or other information]. You agree that you will supply accurate and complete information when creating an Account, and that you will update that information promptly after it changes. You further agree that:

● If you are under 18, your parent or guardian must review and accept the terms of this Terms of Use, and by using the Marketplace, you confirm that your parent or guardian has so reviewed and accepted this Terms of Use. We reserve the right to limit the availability to users under the age of 18 of certain content in the Marketplace, in Locate2u sole discretion.
● You shall not have more than one Account at any given time, and shall not create an account using a false identity or false information, or on behalf of someone other than yourself.
● You may not have an Account or use the Marketplace if you previously had an Account that was subsequently closed by Locate2u for misuse or abusing of the Marketplace.

Limited License
We grant you a personal, worldwide, revocable, non-transferable and non-exclusive license to access and use the Marketplace, subject to and in accordance with this Terms of Use. Unless otherwise expressly agreed in writing, you are permitted to use, display or run the Marketplace on your computer, or smart mobile end-device. All rights, title, and interest in and to the Solutions not expressly granted in this Terms of Use are reserved by the Third-Party Vendor and are not granted to you through this Terms of Use.

Your Use of the Marketplace
As a condition of using the Marketplace, you agree not to use the Marketplace or purchase any Solutions for any purpose that is prohibited by this Terms of Use. You are responsible for all of your activity in connection with the Marketplace and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree that you shall not:

● Resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Marketplace or to the Solutions on the Marketplace;
● Modify, reverse engineer, decompile or disassemble the Marketplace or Solutions purchased within the Marketplace;
● Manipulate the price of any Solutions featured or otherwise interfere with other listings;
● Copy, adapt, alter, modify, translate, or create derivative works of the Marketplace or publicly display any content (other than your User Content) from the Marketplace without the prior express consent from Locate2u and the appropriate Third-Party Vendor or third-party, as applicable;
● Circumvent or disable any technological features or measures in the Marketplace implemented for protection of intellectual property rights or use any robot, spider, or other automated means to access the Marketplace for any purpose without our express written consent;
● Use the Marketplace in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;
● Use or access the Marketplace to compile data in a manner that is used or usable by a competitive product or service;
● Use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail, spam, or repetitive messages to anyone;
● Use your Account to engage in any illegal conduct;
● Upload or transmit any communications that infringe or violate the rights of any party;
● Upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Terms of Use; or
● Upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this website.

Any aforementioned act described above is a “Forbidden Use”. Any such Forbidden Use shall immediately terminate your license to the Marketplace.

Account Security
You are solely responsible for activity that occurs on your Account and it is your responsibility to protect your personal data and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying Locate2u of any unauthorized use of your Account, or breach of your Account information or password. Locate2u will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge. To the extent allowable by law, you shall be liable for any expenses and reasonable attorneys’ fees for your failure to safeguard user and password information and/or promptly notify Locate2u about unauthorized use of your Account or breach of your Account information or password.

Fees; Pricing Changes
The Marketplace is currently provided to you at no cost, but please be aware that if you purchase Solutions you are responsible for any and all fees. You acknowledge and agree that the Third-Party Vendor may make changes to pricing and that we may change available payment methods. Some currently free features of the Marketplace and Solutions may require payment in the future. We will notify you via email if we change our free Marketplace access policy.
All fees are quoted in U.S. Dollars unless otherwise listed. You are responsible for paying all fees and applicable taxes associated with the Marketplace and/or the Solutions in a timely manner with a valid method of payment. If your account is past due or your payment method fails, We may collect fees owed using other collection mechanisms.

Rights You Grant Us
The Marketplace enables you to input personal information into the Marketplace (“User Content”). You retain all rights to such User Content that you post, share or log in the Marketplace. By
providing your User Content to the Marketplace, you (a) grant Locate2u and the Marketplace Platform Provider a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, and distribute your User Content in connection with providing and operating the Marketplace and the Solutions, subject to the terms of the Privacy section below ; and (b) you agree to indemnify Locate2u, the Marketplace Platform Provider and their respective affiliates, directors, officers, employees, agents, representatives, suppliers, and content providers and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from your User Content.

We may, in our discretion, access, review, screen, and delete your User Content at any time and for any reason, including if we think that your User Content violates this Terms of Use. However, you alone remain responsible for the User Content you create, upload, post, send, or store through the Marketplace.

You understand and agree that any time you enter information into the Marketplace, or purchase any Solution, the information that you enter will be shared with third parties for the purpose of providing better services to you and for the enhancement of the Marketplace.

Feedback
We welcome your feedback about the Marketplace, Solutions, and your interactions with the Third-Party Vendors . Unless otherwise expressly declared, any communications you send to Locate2u or to the Marketplace Platform Provider are deemed to be submitted on a non-confidential basis. You agree that Locate2u or the Marketplace Platform Provider may decide to publicize such content at our own discretion. You agree to authorize Locate2u and the Marketplace Platform Provider to make use of such content for free, and revise, modify, and adjust at our discretion, or make any other changes as we deem appropriate. You grant to Locate2u and the Marketplace Platform Provider a worldwide, non-exclusive, perpetual, irrevocable, fully paid, royalty-free, sublicensable license to use and incorporate into the Marketplace any suggestions, enhancement requests, recommendations or other feedback regarding features of functions of the Marketplace provided by you.

Warranty Disclaimer – Marketplace Provided “As Is”
The Marketplace is controlled and operated from various locations and We make no representation that the Marketplace or Solutions are appropriate or available for use in all locations. Solutions may not be available in your location or may vary across locations. We make no guarantee that the representation of the Solutions in the Marketplace are completely accurate. Locate2u does not control the representation of the Solutions. THE MARKETPLACE IS PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. Locate2u, THE MARKETPLACE PLATFORM PROVIDER, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, AFFILIATES AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE MARKETPLACE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE MARKETPLACE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE MARKETPLACE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE MARKETPLACE IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability
IN NO EVENT SHALL Locate2u THE MARKETPLACE PLATFORM PROVIDER, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, AFFILIATES, CONTENT PROVIDERS, THIRD-PARTY VENDORS, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, AFFILIATES, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE MARKETPLACE. IN NO EVENT WILL Locate2u OR THE MARKETPLACE PLATFORM PROVIDER’S RESPECTIVE TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE MARKETPLACE EXCEED THE AMOUNTS YOU HAVE PAID TO THE MARKETPLACE FOR USE OF THE SOLUTIONS, OR IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE MARKETPLACE WITH RELATION TO YOUR USE OF THE MARKETPLACE, ONE HUNDRED DOLLARS ($100), AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Third-Party Links
The Marketplace provides you with access to some third-party websites (“Third-Party Sites”). Locate2u and the Marketplace Platform Provider do not control third-party websites in any manner. Accordingly, Locate2u and the Marketplace Platform Provider do not assume any liability associated with Third-Party Sites. You need to take appropriate steps to determine whether accessing a Third-Party Site is appropriate for you, and to protect your personal information and privacy on such Third-Party Site.

Changes to the Marketplace; Discontinuation, Suspension, and Termination
From time to time and without prior notice to you, we may change, expand and improve the Marketplace. We may also, at any time, cease to continue operating part or all of the Marketplace, selectively disable certain aspects of the Marketplace, or cease partnering with any Third-Party Vendors. Any modification or elimination of the Marketplace will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Marketplace or of certain Solutions does not entitle you to the continued provision or availability of the Marketplace or the Solutions.

We may suspend or terminate your access to or use of the Marketplace anytime for any reason, such as if you violate this Terms of Use. You acknowledge and agree that once we delete your account, your information may be deleted or lost and may not be recoverable.

You can stop using the Marketplace at any time. If you want to cancel your Account, please send us an email at marketplace@locate2u.com . We will terminate your Account after verifying relevant information in accordance with our rules.

Abusing the Marketplace
We encourage you to report problems, offensive content, policy violations, or any other disturbance you experience while using the Marketplace or any of the Solutions.

We may limit, suspend, or terminate our service and user accounts, remove hosted Third-Party Vendor and User Content, or take technical and legal steps to ensure that any user creating problems, possible legal liabilities, or acting in violation of our policies is kept off the Marketplace.

Release
If you have a dispute with one or more Third-Party Vendors or users, you agree that you release Locate2u, the Marketplace Platform Provider, and their respective officers, directors, employees, agents, affiliates, and subsidiaries, from claims, demands and damages, actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected to the dispute. If you are a California Resident, you waive California Civil Code § 1542, which provides “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Data Use; Privacy
We and the Marketplace Platform Provider do not rent or sell your personal information to third- parties for their marketing purposes unless we have your explicit consent. We may collect information that you submit voluntarily, such as (i) identifying information such as your name and
email address; (ii) security information such as your username and password; (iii) contact information such as your (or the company or entity you represent) mailing address and phone number; (v) queries to customer service or technical support; (vi) site behavior such as pages visited or search requested; and (vii) browser information such as browser version and IP address. We utilize security measures to protect your information we collect. You can modify or request that we remove any of your personal information by sending us an email at marketplace@locate2u.com. If you do not agree with your information being used, transferred, or stored in this way, please do not access the Marketplace.

If any of our privacy policies provided herein changes, we will post an updated version on the Marketplace. The policy revision date will be posted at the top of the page.

Indemnity
You agree to indemnify and hold Locate2u, the Marketplace Platform Provider and their respective officers, directors, agents, affiliates, employees, agents, representatives, suppliers, and content provider harmless from any third-party claim or demand, including reasonable attorneys’ fees arising out of your breach of this Terms of Use, including but not limited to engaging in any of the Forbidden Use, or your violation of the rights of a third-party or of any law in connection with your use of the Marketplace or the Solutions.

Other Claims
Third-Party Vendor is solely responsible for responding to all warranty requests for all Solutions distributed by it and is solely responsible for all recall related costs. Third-Party Vendor is responsible for any damage caused by its Solutions. For the avoidance of doubt, Locate2u , its partners, and Marketplace Platform Provider in providing this marketplace will not be responsible for any of the foregoing.

Relationship
This Terms of Use does not create any agency, partnership, employee-employer, or franchisee- franchiser relationship.

Notices
Except as otherwise stated explicitly, legal notices to you shall be provided to the email address you provide when you create an Account and if to Locate2u, then to the address provided at the end of this Terms of Use. Notice shall be deemed given twenty-four (24) hours after an email is sent to you, unless the sending party receives notice that the email address provided is invalid. Locate2u or Marketplace Platform Provider may also deliver legal notice to the mailing address you provide when you create an account. If notice is mailed to you, then it shall be deemed given three (3) days after the notice is mailed.

Arbitration; Resolution of Disputes
Any controversy or claim arising out of or relating to this Terms of Use, or the breach thereof, shall first be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Rules"). If the arbitrator renders an award, the award rendered by the arbitrator shall be final, and binding on the parties and may be entered and enforced in any court having jurisdiction. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondents of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. If more than one arbitration is commenced under this Terms of Use and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrators selected in the first-filed proceeding shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that arbitrator. The seat or place of arbitration shall be San Francisco, California. Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.

This Terms of Use and any dispute arising from this Terms of Use shall be governed by the laws of the State of California without regard to its conflict of law provisions. For matters that are unresolved by arbitration, sole and exclusive jurisdiction for any remaining action or proceeding arising out of or related to this Terms of Use shall be in an appropriate State or Federal Court located in San Francisco County, State of California.

Advertising
You agree that we may post commercial and non-commercial advertisements and/or promotions in the Marketplace. The manner, mode and extent of such advertising/promotions are subject to change without notice to you.

Use of Mobile Devices
Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will apply if you are using the Marketplace on a mobile device.

General
If for any reason a court of competent jurisdiction finds any provision of this Terms of Use, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Terms of Use, and the remainder of this Terms of Use shall continue in full force and effect. A printed version of this Terms of Use shall be admissible in judicial or administrative proceedings.

No waiver by Locate2u or Marketplace Platform Provider of any term or condition set forth in this Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Locate2u or Marketplace Platform Provider to assert a right or provision under this Terms of Use shall not constitute a waiver of such right or provision. If any provision of this Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Terms of Use will continue in full force and effect.
Upon termination, all provisions of this Terms of Use, which, by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

All claims between the parties related to this Terms of Use will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.

You may contact Locate2u by email, and report complaints to marketplace@locate2u.com or by contacting Locate2u in writing at the address provided above.