Terms And Conditions

Welcome, and thank you for your interest in Localized! We appreciate you reviewing and following these guidelines so that we can continue to connect university students and recent graduates with industry experts and employers. These terms of service (“Terms”) are between you and Localized, Inc. (“Localized,” “we,” “our,” or “us”), and establish the terms that apply to you when you use the Service (as defined below).

By using the service or by clicking “I agree” you indicate your acceptance of these terms and your agreement to be bound by these terms. You may not use the service if you do not agree to these terms.

We are constantly improving the Service, so these Terms may need to change as we do. We can change these Terms at any time, and if we do, we will make reasonable efforts to provide you with prior notice of any material changes. Your continued use of the Service after any change to these Terms means that you accept the new version. You should consult these Terms each time you access the Service to view any changes. These Terms were last modified on the date indicated above.

AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING HELP@LOCALIZED.WORLD WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.

Please review our Privacy Policy (located at https://www.localized.world/privacy) which explains how we collect, use, and share information about you when you access or use the Service. By accepting these Terms, you agree to the Privacy Policy.

I. Use of the Service

A.Service

The “Service” includes:

• Localized’s website (located at https://www.localized.world) (the “Site”) and iOS and Android apps (the “App”), and Localized’s app for third parties such as universities and employers (the “Enterprise App”) as may be updated, relocated, or otherwise modified from time to time;
• Localized’s platform, which enables students and recent graduates to connect with industry experts and employers through the Site, App, and Enterprise App;
• and all content on the Site, the App, and Enterprise App, and all intellectual property rights arising out of or related to the foregoing.

Any person who joins the Localized community, on their own behalf or on behalf of a third party, by completing the registration process to access or use the Service is a “User.” If you are accessing or using the Service on behalf of a third party such as a university or employer (an “Enterprise Customer”) or under Localized’s agreement with an Enterprise Customer (the “Enterprise Agreement”), you are an “Enterprise User” and your access to and use of the Service are also subject to the terms of the Enterprise Agreement, including the Enterprise Customer’s obligation to pay fees for your access to and use of the Service.

B. License

Subject to your compliance with these Terms (and the Enterprise Customer’s compliance with the Enterprise Agreement, if applicable), Localized hereby grants you a non-exclusive, revocable, non-transferable license to access the Site and to download a copy of the App and Enterprise App, and access and use the Service; in each case, solely for the following purposes:

• (1) if you are an Enterprise User, you may access and use the Service solely in connection with such Enterprise Customer’s internal business purposes and in accordance with the restrictions that apply to the license type they purchased for you;
• and (2) if you are not an Enterprise User, you may access and use the Service for your personal use only and not for resale.

II. Accounts; Registration; Restrictions

A. Users

To access most features of the Service, you must register for an account. You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form.

B. Accuracy of Information

You acknowledge that if you provide any information to us that is not current, complete, and accurate, Localized may terminate these Terms and your continued access and use of the Service. You agree to update your information if it is no longer current, complete, and accurate. Closing your Account. You can close your account through the Settings page related to your profile on the website or in-App support.

C. Age Requirements

You must be at least 16 years old to use the Service. If you are under 18 years old, you represent that you have your parent’s or guardian’s permission to use the Service. Please have them read these Terms with you. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use the Service, you are subject to these Terms and responsible for your child’s activity on the Service.

D. Eligibility

You represent and warrant that:

• (1) you have not been previously suspended or removed from the Service;
• and (2) your registration and your use of the Service is in compliance with all applicable laws.

Localized provides the Service from the United States. If you are using the Service from outside the United States, the Service may not be appropriate or permitted under applicable law. User data is stored in the Republic of Ireland. It is your responsibility to use the Service in accordance with all applicable law in any jurisdiction that applies to you.

E. Credentials

As part of the registration process, you might be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Localized immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at help@localized.world. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. Localized will not be liable for any loss that you incur as a result of someone else using your login credentials or account.

F. Your Responsibilities

You may use the Service solely for lawful purposes, and you may not (and you may not allow or assist any third party to):

• use, copy, modify, create derivative works, install, transfer, or distribute the Service, except as specifically described in these Terms and any usage limitations communicated to you;
• rent, lease, or otherwise permit third parties to use the Service, or reformat, mirror, or frame any portion of the Service;
• unless you are an Enterprise User providing services in accordance with an Enterprise Agreement, use the Service to provide services to third parties (e.g., as a service bureau or agency), including rebranding the Service;
• circumvent or disable any security features of the Service, or probe, scan, or test the vulnerability of the Service;
• gain unauthorized access to the Service, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
• use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Service;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Service or its contents;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service (except to the extent this restriction is prohibited by applicable law);
• use the Service to transmit (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, hateful, libelous, defamatory, obscene or otherwise objectionable, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
• restrict, discourage, or inhibit any other User from using the Service;
• disclose personal information about a third party or another User on the Service or obtained from the Service without the consent of such third party or User, or solicit, harvest, or collect information about other Users without their consent;
• violate any applicable international, federal, state, provincial, or local laws or regulations;
• use the Service in violation of Localized’s or any third party`s intellectual property or other rights;
• express or imply that any statements you make are endorsed by Localized, without our prior written consent in each instance;
• or use or access the Service to build a competing service.

We may take any legal action and implement any technical remedies to prevent the violation of these restrictions and to enforce these Terms.

III. Content Submitted to the Service

A. User Content

Certain features of the Service may permit Users to upload and publish content to the Service, including posts for or available to the community, which may include a User’s photo, CV, cover letter, or other text or images, as well as reviews and ratings (“User Content”). You own any User Content you provide. Except as expressly described in these Terms, no ownership rights in the User Content are transferred to Localized by these Terms.

B. License to Localized

By sending us User Content or by posting or publishing it to the Service, you grant Localized and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publish, publicly display, and use such User Content in any media now known or hereafter developed, to provide the Service to you and other Users and to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you.

C. Responsibility for User Content

You are solely responsible for your User Content and the consequences of posting it on the Service. None of the User Content will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Content. Localized may (but is not obligated to) remove or alter any User Content at any time for any reason. We neither endorse nor are responsible for any User Content. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. The opinions expressed on the Service by Users reflect solely the opinions of the Users and do not reflect the opinions of Localized. If you believe User Content violates these Terms or any policies we provide, please contact Localized immediately at help@localized.world so that we can consider its editing or removal. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You hereby waive any legal or equitable right or remedy you may have against Localized with respect to User Content.

D. Messages

The Service may allow Users to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and Localized may terminate such privileges of any User at any time and for any reason.

f a User sends you an objectionable Message, please contact Localized immediately at help@localized.world. You are solely responsible for the content of any Message you send. You agree that Localized may monitor Messages for compliance with these Terms, and Messages should not be considered confidential or proprietary.

E. Optional Third-Party Services

Localized and third parties may make available integrations between the Service and third-party products or services, including plugins and related services [like Facebook, LinkedIn, WhatsApp, or Zoom (“Third-Party Services”)] that you may elect to use. Any use by you of such Third-Party Services is solely between you and the applicable Third-Party Service provider. Because the Third-Party Services rely on the Third-Party Service provider’s continued operation, Localized cannot warrant or provide support for Third-Party Services. Localized is not responsible for any violations of applicable law by Third-Party Service providers, or for any liability arising from your use of Third-Party Services. Localized is unable to guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Service features), and if such Third-Party Services or related features are discontinued, you will not be entitled to any refund, credit, or other compensation. Depending on your location, certain Third-Party Services may not be available to you.

IV. Ownership

A. Localized IP

The Service, including any content, modifications, and updates, and all intellectual property rights therein (collectively, “Localized IP”), is owned by Localized and its licensors. No ownership rights in the Localized IP are transferred to you by these Terms. You do not have any rights in or to the Localized IP except for the limited express rights granted in these Terms.

B. Trademarks

By using Localized’s services, you agree that you will not challenge the validity of, or Localized’s ownership of, the foregoing names or marks, use our names or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing names and marks by you will inure exclusively to Localized’s benefit.

C. Feedback

If you give Localized feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign to Localized all right, title, and interest in and to the Feedback, and Localized is free to use the Feedback without payment, attribution, or restriction.

D. Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Localized infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked.

The notice must include the following information:

• a 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 located on the Service are covered by a single notification, a representative list of such works);
• identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Localized to locate the material on the Service;
• the name, address, telephone number, and email address (if available) of the complaining party;
• 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.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Localized a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to copyright@localized.world. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be penalties for false claims under the DMCA.

V. Confidentiality

In the course of providing the Service, Localized may disclose or make available to you information about its business. You acknowledge that all knowledge, information, and data provided by Localized to you with respect to the business, operations, and marketing of Localized’s products and services that is not generally known or publicly available, whether or not designated as “confidential,” is Localized’s confidential information and you will not use or disclose such confidential information to any third party without Localized’s prior written consent.

VI. Data

A. Personal Data

Localized may collect information from you which can be used to identify you (“Personal Data”). By providing your Personal Data to us, you consent to any access, storage, transfer, or processing of your Personal Data in accordance with our Privacy Policy at https://www.localized.world/privacy. Localized only collects Personal Data to the extent required to ensure the provision of its services, and will not collect, process, or otherwise use Personal Data beyond what is required to provide services to users.

B. Usage Data

Localized may collect and analyze data relating to your use of the Service that is aggregated and/or deidentified in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). Localized may analyze, process, collect, and use Usage Data for any purpose, including for improving the Service and developing new products, services, features, and functionality

C. Special Notice for International Use

Recognizing the global nature of the Internet, you agree to comply with all applicable laws regarding the transmission of data exported from the country in which you reside. If you are using the Service from regions with laws governing data collection and use, then you agree to the transfer and processing of your information to and in the United States. By providing your information to us, you consent to any transfer and processing in accordance with our Privacy Policy at https://www.localized.world/privacy

VII. Consent to Electronic Communications

A. Administrative Communications

By using the Service, you agree that we may communicate with you electronically regarding registration, security, privacy, and administrative issues relating to your use of the Service.

VIII. Term and Termination

A. Term

The term of these Terms will commence on the date on which you first access or use the Service and will continue as long as you continue until terminated. If you are an Enterprise User, these Terms will terminate upon termination of the Enterprise Agreement.

B. Termination

If you breach (or if Localized suspects you have breached) these Terms, Localized may, in its sole discretion, terminate these Terms and your User account and/or limit, suspend, or terminate your access to the App, the Enterprise App, or Service, with or without notice. You may terminate these Terms by contacting us at help@localized.world.

C. Effect of Termination

These Terms will survive their termination. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms.

D. Deactivation

Localized may, without notice to you:

• (1) restrict, deactivate, or terminate your access to the Service (or any portion);
• or (2) terminate or modify the Service (or any portion).

Localized will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.

IX. Representations and Warranties; Disclaimer

A. User Content

You represent and warrant that:

• (1) you are the creator and owner of any User Content you provide or otherwise have sufficient rights and authority to grant the rights granted to Localized in these Terms;
• (2) Localized’s use of your User Content in accordance with these Terms will not infringe, violate, or misappropriate any third-party right, including any intellectual property right, proprietary right, or privacy right;
• (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code;
• and (4) unless you have received prior written authorization, your User Content does not contain any confidential information of any third party.

B. Disclaimer

Localized makes no express or implied warranties with respect to the service, third-party services, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. The service is provided on an “as is” and “as available” basis. Localized does not warrant that the service, or third-party services will satisfy your requirements, are without defect or error, or that the operation of the service or third-party services will be uninterrupted.

Some jurisdictions may limit or prohibit warranty disclaimers, and this sub-Section will apply solely to the extent permitted under applicable law.

X. Indemnification

A. Defense

At Localized’s option and request, you will defend Localized, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Localized Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on: (1) your breach of any representation, warranty, or covenant in these terms; (2) your violation of applicable law or any third-party intellectual property, proprietary, or privacy right; (3) any dispute between you and any other user or any third party; or (4) your use of the service in a manner not authorized under these terms (each, a “claim”). If Localized requests you to defend a Localized party from any claim, Localized will: (a) give you prompt written notice of the claim; (b) grant you full and complete control over the defense and settlement of the claim; (c) provide assistance in connection with the defense and settlement of the claim as you may reasonably request; and (d) comply with any settlement or court order made in connection with the claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a Localized party without Localized’s prior written consent. Localized may participate in the defense of a claim at its own expense and with counsel of its own choosing.

B. Indemnification

You will indemnify the Localized parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a Localized party in any claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a Localized party in connection with the defense of a claim; and (3) all amounts that you agree to pay to any third party to settle any claim.

C. Exclusion of Damages

To the fullest extent permitted by applicable law, neither Localized nor any Localized party will be liable to you for any consequential, incidental, special, or exemplary damages arising out of or related to these terms or your use of the service, including lost profits, loss of business, or loss of data, even if Localized is apprised of the likelihood of such damages occurring. Localized shall not be liable for any damages, liability, or losses arising out of your receipt or provision of member-provided products and services, or any third-party services.

D. New Jersey Notice

If you are a resident of New Jersey, sections IX(B) (Disclaimer) and X(C) (limitation of liability) are intended to be only as broad as is permitted under the laws of the State of New Jersey. If any portion of these sections is held to be invalid under the laws of the state of New Jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

E. Damages Cap

Localized’s total liability of all kinds arising out of or related to these terms or your use of the service (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, will not exceed $100.

F. 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 all claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of or in any way connected with such disputes. 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.

XI. Arbitration

A. Generally

If you are not a resident of the United States, this Section XI (Arbitration) will only apply to you to the extent applicable law in your country of residence permits. In the interest of resolving disputes between you and Localized in the most expedient and cost-effective manner, you and Localized agree that any dispute arising out of or related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms.

You understand and agree that, by entering into these terms, you and Localized are each waiving the right to a trial by jury or to participate in a class or collective action. You further understand that this Section XI will apply to you and Localized unless you choose to opt out pursuant to Section XI(I) (opt out).

Whether to agree to arbitration is an important decision. It is your decision to make, and you should not rely solely on the information provided in these Terms, as they are not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision. Exceptions. Despite the provisions of Section XI(A)(Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.

B. Arbitrator

Any arbitration between you and Localized will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Localized. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

C. Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Localized’s email address for Notice is help@localized.world. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to Localized, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or Localized may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Localized must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Localized will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Localized in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.

D. Fees; Location; Language

If you commence arbitration in accordance with these Terms, Localized will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the District of Columbia but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance-based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Localized for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The language of the arbitration shall be English, unless you do not speak English, in which case the arbitration shall be conducted in both English and your native language.

E. Confidentiality

The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by applicable law and to the extent not already in the public domain.

F. No Class Actions

You and Localized agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding (other than actions under the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq., which are not covered by this Section XI.

Unless both you and Localized agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

G. Modifications to this Arbitration Provision

If Localized makes any future change to this arbitration provision, other than a change to Localized’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Localized’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Localized. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.

H. Enforceability

If Section XI(F) (No Class Actions) is found to be unenforceable or if the entirety of this Section XI (Arbitration) is found to be unenforceable, then the entirety of this Section XI will be null and void and the exclusive jurisdiction and venue described in Section XV(B) (Governing Law) will govern any action arising out of or related to these Terms or your use of the Service.

I. Opt Out

Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section XI (Arbitration), you may opt out by notifying Localized in writing of your decision by sending, within 30 days after the effective date of these Terms, an email to help@localized.world, stating clearly your full name, address, and intent to opt out of this Section XI. Should you choose not to opt out within the 30-day period, you and Localized will be bound by the terms of this Section XI. You have the right to consult with counsel of your choice concerning regarding your right to opt out of this Section XI, and you understand that you will not be subject to retaliation if you exercise your right to opt out.

XII. Cooperation with Authorities

Localized may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Localized may disclose any information as Localized deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Localized’s sole discretion.

XIII. Protected Activity Not Prohibited

Nothing in these Terms limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding that may be conducted by any international, federal, state, provincial, or local government agency or commission (“Protected Activity”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Localized. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Localized confidential information to any parties other than the applicable government agencies.

XIV. Compliance with Applicable Law

Each party will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising its rights or performing its obligations under these Terms.

XV. Miscellaneous

Each party will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising its rights or performing its obligations under these Terms.

A. Subcontractors

Localized may use subcontractors or other third parties to perform its obligations under these Terms, but Localized will remain responsible for all such obligations.

B. Governing Law

These Terms are governed by District of Columbia law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Subject to Section 16 (Arbitration), all claims arising under these Terms will be litigated exclusively in the federal or local courts of the District of Columbia. The parties submit to the jurisdiction of those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. Injunctive Relief. If you breach Sections II (Accounts; Registration; Restrictions), IV (Ownership), or V (Confidentiality), Localized may suffer irreparable harm, and monetary damages may be inadequate to compensate Localized. Accordingly, Localized may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.

C. Further Assurances

You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.

D. Assignment

You may not assign these Terms or delegate your performance without Localized’s prior written consent, and any attempt to do so is void. Localized may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns. Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.

E. No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

F. Entire Agreement

These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.

G. Nature of Rights

The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.

H. Relationship

Neither Localized’s provision of the App or Enterprise App to you, nor your access to and use of the Service, creates any direct business relationship between you and Localized. You acknowledge and agree that these Terms are not an employment agreement, nor does it create an employment or contractor relationship, between you and Localized; and no joint venture, partnership, or agency relationship exists between you and Localized.

As a User, you act exclusively on your behalf and for your own benefit, and not on behalf of or for the benefit of Localized. You agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of Localized, including by inappropriately using any Localized intellectual property.

I. No Third-Party Beneficiaries

There are no third-party beneficiaries of these Terms, except as described in Sections X (Indemnification) and XVII (Notice Regarding Apple).

J. Notices

All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this sub-Section.

All notices to Localized will be sent to:

Localized, Inc. 5425 Wisconsin Avenue, Suite 600 Chevy Chase, MD 20815 Email: help@localized.world Attn: Legal

K. Force Majeure

Localized will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Localized’s reasonable control (a “Force Majeure Event”), so long as Localized uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Localized to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.

L. Interpretation

If Localized provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”

XVI. Notice for California Users

Under California Civil Code Section 1789.3, Users located in California are entitled to the following notice:

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

XVII. Notice Regarding Apple

This Section XVII only applies to the extent you are using the App or Enterprise App on an iOS device. You acknowledge that these Terms are between you and Localized only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (A) product liability claims; (B) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (C) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Contact Us

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at help@localized.world.