Local Level User Agreement
Last Updated: November 2017
PLEASE READ THIS LOCAL LEVEL USER AGREEMENT. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR USING THE SERVICES.
- ACCEPTANCE OF LOCAL LEVEL USER AGREEMENT
- This Local Level User Agreement is entered into by and between you and i3-LL, LLC d/b/a Local Level ("Local Level," "we" or "us"). The Local Level User Agreement, together with any documents expressly incorporated by reference (collectively, this "Agreement") govern your access to and use of any website on which it is posted including any content, functionality, applications (including the Local Level App), and services offered on or through such website (individually and collectively, the "Services"), whether as a guest or a registered user. This Agreement may change from time to time as set forth in Section 21 below.
- LOCAL LEVEL IS NOT A TICKET BROKER OR SELLER. Local Level is not a ticket broker or ticket seller. In providing Services, Local Level acts as an agent to Organizers who have signed up to sell or provide tickets through use of our Services or to use our Services for event registration purposes.
- THE SERVICES
- Local Level offers ticketing and event registration services for events put on by individuals and organizations (each an “Organizer”). If you purchase a ticket or register for an event through the Services, then you are referred to in this Agreement as a “Attendee,” whether or not you are required to pay for a ticket or to register for an event. “You” and “your” refers to either an Organizer or a Attendee. Further, you agree that you shall not participate in any of the prohibited activities described in Section 9.
- We may change or discontinue the Services or change or remove features or functionality of the Services from time to time. We will notify you of any material change to or discontinuation of the Services.
- ACCESSING AND USING THE SERVICES
- User Accounts. Although you are not required to create a user account to purchase tickets, you must setup an account to organize an event. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You also acknowledge that your account is personal to you and agree not to provide any other person with access the Services using your user name, password, or other security information. You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement. You assume all risk of loss associated with your unauthorized disclosure of your account information and are responsible for any account transactions, activities, or other uses. You agree to notify us immediately at the Local Level Support Center (as set forth in Section 26) of any unauthorized use of your account.
- Integrations with Third-Party Applications or Services. We or a third-party may make available software or other functionality that allows access to our Services through third-party applications or services (each an “Integration”). Use of an Integration may require you to purchase software licenses or services from a third-party provider. Further, you may be required to provide Local Level with access to your account with such third-party applications or services in order for the Integration to function. If we make an Integration available and you decide to use it, Local Level grants you a non-exclusive, non-sublicensable and non-transferable, limited license to access and use the provided Integration so that the Services, as applicable, will interoperate with the intended third-party application or services. We may modify an Integration or cease to make an Integration available to you at any time for any reason without refund or liability to you. Use of an Integration may be subject to Additional Terms (as defined in Section 21 below).
- Network Access and Devices. The Services may be accessed by the internet. You are responsible for obtaining network and internet access necessary to use the Services. If you access the Services from a mobile device, then your mobile network’s data and messaging rates and fees may apply. You are responsible for acquiring and updating compatible hardware and devices to access the Services.
- PURCHASING TICKETS OR REGISTERING FOR EVENTS
- Generally. If you would like to use the Services to purchase or, in the case of free tickets, obtain tickets to an event or to register for an event, then you must be an individual, at least 18 years of age or able to form legally binding contracts under applicable law, and a resident of the United States with a United States mailing address. Further, you agree that you shall not participate in any of the prohibited activities described in Section 9.
- Pricing and Availability. The Organizer, not Local Level, determines ticket and event prices, the number of tickets or event registrations available, seating locations, and number of tickets that you may purchase (i.e. any ticket limits) or persons that you may register for a particular event.
- Service and Payment Processing Fees. Local Level reserves the right to charge service or payment processing fees for ticket purchases and event registrations. If you are required to pay service or payment processing fees, we will disclose any such fees to you before you complete your payment. If you do not wish to pay the service or payment processing fees, you will not be obligated to proceed with the transaction.
- Payment Methods; Credit and Debit Authorization. You may make payments by using either a credit or debit card. By submitting a request that payment be made to the Organizer, you authorize Local Level to cause to be debited the deposit account or credit card account that the Organizer has provided to Local Level as part of the registration process.
- Delivery. Tickets and event registration confirmations may be emailed or sent by text message to the Attendee or as otherwise specified by the Attendee. Tickets and event registration confirmations are also available to download online by logging into the Attendee’s account.
- Ticket Transfer. It is up to the Organizer to determine whether tickets or event registrations, as applicable, are transferrable. In general, tickets or event registrations that do not have the name of a specific person printed on them can be transferred, while tickets or event registrations with the name of a specific person printed on them cannot be. If you purchase a ticket or register for an event that is specific to a person that you would like to transfer to another person, you must contact the Organizer directly to request the transfer. The Organizer, not Local Level, will determine whether a transfer will be permitted in such situations.
- Event Cancellation and Refund Policy
- Event Cancellation. If an event is cancelled, Local Level will issue refunds as directed by the Organizer. Any refunds will exclude service and payment processing fees, if any, charged by or through Local Level unless the refund of such fees is required by applicable law or the Organizer elects to cover such fees.
- Other Refunds. Except for refunds issued when an event is cancelled, if you are not satisfied with your purchase, you agree to resolve the issue directly with the Organizer. The decision of whether to issue a refund (and the method any such refund will be made) will be made by the Organizer. Local Level will issue refunds in conformance with Organizer’s instructions; provided that any refunds will exclude services or payment processing fees, if any, that have been charged by or through Local Level unless the refund of such fees is required by applicable law or the Organizer elects to cover such fees.
- ORGANIZING EVENTS
- Generally. If you or an Organizer you represent would like to use our Services to provide tickets for events that you are organizing or allow persons to register for events, then you must create an account with us on our website and agree to this Agreement. You represent and warrant that you
- are either an individual at least 18 years of age or entering into this Agreement on behalf of a legally recognized entity, you are duly organized, validly existing, and in good standing under the laws of your state of Organizer; and
- have full right, power and authority to enter into this Agreement and to perform its obligations hereunder;
- if you are entering into this Agreement on behalf of a legally recognized entity, the execution of this Agreement has been duly authorized by all necessary action on the part of such entity; and
- you (or the legally recognized entity, as applicable) are a resident of or domiciled in the United States with a United States mailing address.
- Agent. By registering for the Services and creating an event, Organizer appoints Local Level as Organizer’s agent to act for and on Organizer’s behalf solely to perform Services contemplated by this Agreement.
- Ticketing and Event Registration Services. By using our Services to create a ticketed event, Organizer authorizes Local Level to distribute tickets to such events. By using our Services to register persons for non-ticketed events, Organizer authorizes Local Level to distribute event confirmations to such events. Further, Organizer authorizes Local Level to cause to be debited the deposit account that the Organizer has provided to Local Level as part of the registration process. By using our Services, an Organizer authorizes Local Level (or its designated payment processor) to cause funds to be deposited or credited to the Organizer’s deposit account provided to Local Level as part of the event creation process.
- Use of Organizer Content
- User Content. "User Content" includes any artwork, photos, text, graphics, information, content or other materials that you provide to Local Level through use of the Services. Without limitation, User Content includes third-party advertisements or other third-party materials that you may provide to Local Level. By providing any User Content, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, the right to use, reproduce, prepare derivative works of, perform, display, distribute, and transmit the User Content in connection with the event for which you submitted it. Organizer licenses to Local Level all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for use pursuant to this Agreement. You represent, warrant, and covenant that (A) you either own or control all rights in and to the User Content or have the right to grant the license granted above to us and our affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns; (B) you will not submit any User Content is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable or otherwise violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations; and (C) neither the User Content nor use of the User Content as contemplated herein will infringe any patent, trademark, trade secret, copyright or other intellectual property or other right of any other person or entity. You understand and acknowledge that you are responsible for the User Content you submit or contribute and you, not Local Level, have full responsibility for such User Content including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Services.
- Registration Information. Our Services allow Organizers to create custom data collection forms to collect registration and other information from Attendees in relation to an event (individually and collectively, “Registration Information”). Organizers are responsible for
- providing any legally required privacy notices to the Attendees;
- obtaining any necessary consents from the Attendees for the Organizer’s collection, use, and re-disclosure of any personally identifiable information or personal data of any Attendees that you may access through your collection of Registration Information; and
- ensuring the Registration Information is collected, used, disclosed, transferred, and stored by Organizer in accordance with all applicable laws, rules, and regulations in the jurisdiction in which the Services are accessed or used. Organizer represents, warrants, and covenants that Organizer comply with the foregoing obligations.
- Local Level is not HIPAA Compliant. If you are a Covered Entity or Business Associate as defined by the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, as amended (“HIPAA”), you represent, warrant and covenant that you will not to use our Services for any purpose or in any manner involving Protected Health Information (as defined by HIPAA).
- Credit and Debit Authorization. By registering with us as an Organizer, you authorize Local Level (or its designated payment processor) to cause funds to be deposited or credited to the deposit account that you provided to Local Level. If you are not a natural person, then you also represent and warrant to Local Level that you will be bound by and comply with the NACHA Operating Rules.
- Payment Ownership, Scheduling, and Disbursement.
- Local Level will typically pay the Organizer any proceeds from ticket purchases or event registrations within ten (10) business days of completion of the event.
- Prior to disbursement to the Organizer designated by Attendee, Local Level shall cause to be deposited all funds received from Attendees in a non-interest-bearing deposit account at a financial institution in the United States. Such account is owned and maintained by its payment processor (the “Settlement Account”). The Settlement Account will be a commingled account containing funds for other customers of Local Level’s payment processor in addition to the funds deposited for the benefit of the Organizer. Local Level shall maintain records of subaccounts for each Organizer (“Subaccount(s)”). Local Level is not a bank, savings and loan or regulated financial institution. Local Level is not a money transmitter. At no time does Local Level own, control, or transfer the funds in the Settlement Account, which are owned and controlled by Local Level’s payment processor. Local Level uses Instruction Based Funding services provided by its payment processor to cause the fund transfers required for the Services. Local Level’s payment processor will initiate funds transfers, to Organizer from the Settlement Account consistent with funding instruction files received from Local Level. Neither Attendee nor Organizer will receive interest on any amounts transferred for time which elapses during payment processing.
- Reversals, Returns and Chargebacks. Organizer agrees to be liable for any reversals, returns, or chargebacks (“Disputed Amounts”) incurred by Local Level, and authorizes Local Level to instruct its payment processor to setoff the amount of such Disputed Amount against funds held in the Organizer’s Subaccount in order to reimburse Local Level for the amount of such Disputed Amount, and if the balance in its subaccount is insufficient to cover the Disputed Amount, Organizer will immediately upon request from Local Level transfer funds to the Settlement Account for credit to Local Level in the Disputed Amount.
- Cancelling Events and Attendee Refunds. If an Organizer cancels an event or otherwise directs Local Level to issue refunds to Attendees, the Organizer may request that Local Level also refund any service fees or payment processing fees that have been paid by Attendees. In such case, Local Level will refund the such fees to Attendees; provided that, Organizer agrees to promptly pay such fees to Local Level upon receipt of an invoice from Local Level. Alternatively, Local Level may deduct such fees from any other monies that Organizer may accrue as a result of other Organizer events.
- Service Fees. Although we make some of our Services without charge, we charge fees for use of some of our Services (“Paid Services”) as set forth on our website. All fees that appear on our website are posted in US Dollars. If we are unable to charge a payment to your credit or debit card or are otherwise unable to obtain payment for our Paid Services when due, then we reserve the right to suspend or terminate your access to our Paid Services until we receive payment from you.
- Payment Processing Fees. In addition to fees that we may charge for the Paid Services, use of our Paid Services may be subject to a non-refundable payment processing or other processing fees as set forth on our website. An Organizer can choose whether the Attendees are responsible for payment of such fees or whether such fees should be deducted from payments made to the Organizer hereunder (i.e. whether they should be deducted from the price of the event registration or ticket).
- Fee Changes. The fees may change from time to time, and we reserve the right to modify them at any time for any reason upon notice to you or by posting on our website. In addition, we may add or modify certain offerings or Services and we reserve the right to charge you additional or different fees in consideration for providing such new or modified Services to you.
- Taxes. Local Level users are responsible for determining what, if any, taxes apply to payments made or received using the Services, and it is the Organizer’s responsibility to collect, report, and pay the correct taxes to the appropriate tax authority.
- Right to Set-Off. Without prejudice to any other right or remedy Local Level may have, Local Level reserves the right to set off at any time any amount owning to it by you under this Agreement or otherwise.
- SOCIAL MEDIA FEATURES.
- If we provide social media features with certain content, you make take such actions as are enabled by such features.
- LOCAL LEVEL APP
- License. As part of the Services, users are able to download and use the Local Level mobile application (the “Local Level App”). Subject to the terms of this Agreement, Local Level grants you a limited, revocable, non-exclusive and nontransferable license in the United States to
- download, install, and use the Local Level App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”); and
- access and use the Services made available on such Mobile Device through the Local Level App, strictly in accordance with this Agreement.
- Restrictions. You agree not to:
- copy the Local Level App, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Local Level App;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Local Level App or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Local Level App, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Local Level App, or any features or functionality of the Local Level App, to any third party for any reason, including by making the Local Level App available on a network where it is capable of being accessed by more than one device at any time; or
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Local Level App.
- Reservation of Rights. You acknowledge and agree that the Local Level App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Local Level App under this Agreement, or any other rights thereto other than to use the Local Level App in accordance this Agreement and the license granted herein. All other rights are expressly reserved to Local Level and its licensors.
- Updates. Local Level may from time to time in its sole discretion develop and provide Local Level App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Local Level has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
- the Local Level App will automatically download and install all available Updates; or
- you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Local Level App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Local Level App and be subject to all terms and conditions of this Agreement.
- Export Regulations. The Local Level App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Local Level App to, or make the Local Level App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Local Level App available outside the US.
- MOBILE DEVICE ACCESS
- To the extent you access the Services through a Mobile Device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile services or applications may be prohibited or restricted by your carrier, and not all mobile services or applications may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Local Level account information to ensure that your messages are not sent to the person that acquires your old number.
- YOUR OBLIGATIONS
- You are responsible for understanding the legal and regulatory requirements applicable to it and for selecting and using the Services and for procuring and using the Services in a manner that complies with the applicable legal and regulatory requirements. You shall comply with all laws and regulations applicable to you or your organization, as applicable, in relation to the Services.
- You shall maintain in effect all the licenses, permissions, authorizations, consents and permits that you need to carry out your obligations under this Agreement. In addition, you shall implement commercially reasonable physical, administrative and technical controls, and security procedures and other safeguards that are reasonably necessary to prevent unauthorized access to and use of the Services.
- INTELLECTUAL PROPERTY RIGHTS
- Our Services are owned by Local Level, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not modify, copy, record, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part.
- The Local Level name, Local Level logo, and all related names, logos, product and service names, designs and slogans are trademarks of Local Level or its affiliates or licensors. You must not use such marks without the prior written permission of Local Level. All other names, logos, product and service names, designs and slogans on this website are the trademarks of their respective owners.
- PROHIBITED ACTIVITIES
- You may use our Services only for lawful purposes and in accordance with this Agreement. You agree not to use our Services:
- In any way that violates any applicable federal, state, local or international law or regulation including, without limitation, any laws governing the export of data or software to and from the United States or other countries, intellectual property laws, and laws relating to data protection and privacy.
- To impersonate or attempt to impersonate another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Local Level or users of the Services or expose them to liability.
- Additionally, you agree not to:
- Use any payment source you are not authorized to use or engage in any fraudulent transaction.
- Manipulate or abuse the credit card or ACH payments process in any way including, but not limited to, making a payment to crate cash from a credit or gift card.
- Use the Services for any unauthorized or illegal purpose.
- Access the Services from a country other than the United States.
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the website.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the website.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services (including the website, the server on which the website is stored, or any server, computer or database connected to the website).
- Attack Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
- WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE OR YOUR USE OF THE SERVICES, OR ON ANY WEBSITE LINKED TO BY THE WEBSITE.
- YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LOCAL LEVEL NOR ANY PERSON ASSOCIATED WITH LOCAL LEVEL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER LOCAL LEVEL NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- LOCAL LEVEL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
- THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- LIMITATION ON LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT IN NO EVENT WILL LOCAL LEVEL, ITS PARENT COMPANY, SUCCESSORS, AGENTS, AFFILIATES, BUSINESS PARTNERS, AND SERVICE PROVIDERS AND EACH OF THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “LOCAL LEVEL ENTITIES”) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER THE LOCAL LEVEL ENTITIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT A LOCAL LEVEL ENTITY.
- LOCAL LEVEL IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES, AND YOU RELEASE THE LOCAL LEVEL ENTITIES FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
- MAXIMUM LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE LOCAL LEVEL ENTITIES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LESSER OF: (i) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR THE SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING THREE MONTHS; OR (ii) $500.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
- Exceptions. The exclusions and limitations in this Section 15 do not apply to Local Level's obligations or liability for Local Level's gross negligence or willful misconduct. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
- LIMITATION ON TIME TO FILE CLAIMS
- ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- To the extent legally permissible, you agree to indemnify and hold harmless the Local Level Entities from and against any claims, liabilities, damages, judgments, awards, losses, costs, expense or fees (including reasonable attorneys’ fees) arising out of or relating to
- your violation of this Agreement including, without limitation, your violation of any representation, warranty, or covenant made by you hereunder;
- your use of the website or the Services;
- an event you organized or purchased (or obtained) tickets to; or
- from any act or omission by you with respect to the Services, a payment, or the Organizer.
- MONITORING AND ENFORCEMENT; TERMINATION
- We have the right to:
- Remove or refuse to post any User Content submitted by users for any reason in our sole discretion;
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or
- terminate or suspend your account if we believe, in our sole opinion, that you are using (or intend to use) the Services in a fraudulent manner or in a way that is otherwise in violation of the law or this Agreement.
- Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services or website. YOU WAIVE AND HOLD HARMLESS THE LOCAL LEVEL ENTITIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
- You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of this Agreement.
- Any suspension or termination shall not affect your obligations to us under Agreement. The provisions of this Agreement which by their nature should survive the suspension or termination of your account or this Agreement shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, disclaimers, limitations on liability, provisions related to intellectual property ownership, and all of the miscellaneous provisions in Section 22.
- MODIFYING OR CLOSING YOUR ACCOUNT
You may also make changes to your account by logging into your account and changing your account settings. You may close your account by contacting the Local Level Support Center as set forth in Section 26.
- GEOGRAPHIC RESTRICTIONS
Local Level is based in the State of Tennessee in the United States. We provide this website and Services for use only by persons located in the United States. We make no claims that the Services will be accessible or appropriate outside of the United States. Access to the Services and website may not be legal by certain persons or in certain countries. If you access the Services or website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- ADDITIONAL TERMS; CHANGES TO THE AGREEMENT AND SERVICES
- We reserve the right at any time and for any reason, to modify or discontinue any aspect or feature of the Services or to modify this Agreement. In addition, we reserve the right to provide you with additional terms and conditions that may govern your use of the Services generally, unique parts of the Services, additional functionality or applications made available to you as part of the Services, or any or all of these (“Additional Terms”). Any such Additional Terms that we may provide to you will expressly reference this Agreement, be effective upon notice, and be incorporated by reference into this Agreement. To the extent any Additional Terms directly conflict with this Agreement, the Additional Terms will control.
- Subject to the next paragraph, modifications to this Agreement will become effective three (3) days after posting on the website or, if we notify you by email or conventional mail, as stated in the email message or conventional mailing. Your access and use of the Services after the effective date of any modification of this Agreement will signify your assent to and acceptance of the same. If you object to any subsequent revision to this Agreement, immediately discontinue use of the Services. All counteroffers to this Agreement (or amendments to the same) are categorically rejected.
- If a dispute arises out of or relates to the site or this Agreement including, without limitation, any Additional Terms or their breach (the “Dispute”), the parties agree that this Agreement in effect at the time the Dispute arose shall apply to the Dispute, including any amendments to this Agreement posted prior to the dispute arising. No amendment to this Agreement shall apply to any Dispute as to which we had notice prior to posting the amendment.
- RELIANCE ON INFORMATION POSTED
- The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, or by anyone who may be informed of any of its contents.
- The Services include content provided by third parties. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Local Level. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
- LINKS TO OTHER WEBSITES
We may provide links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.
- COPYRIGHT POLICY
- Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Local Level website or through your use of the Services infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to our designated copyright agent is below.
- DMCA Notice of Alleged Copyright Infringement. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
A statement that the information in the written notice is accurate.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
Designated Copyright Agent.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- If you fail to comply with the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
DMCA Notices must be delivered to our designated copyright agent:
General Counsel I3-LL,
LLC d/b/a Local Level 40 Burton Hills Blvd,
Suite 415 Nashville,
Email: [email protected]
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
- Force Majeure.
Local Level shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Local Level including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of ten (10) days, you shall be entitled to give notice in writing to Local Level to terminate this Agreement.
- Entire Agreement
- Governing Law and Jurisdiction.
All matters relating to the Services (including our website), this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction), except that matters concerning or relating to Organizer issues shall be governed by the state laws applicable to the Organizer. Any legal suit, action or proceeding arising out of, or related to our website, the Services, and/or this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the City of Nashville and County of Davidson although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your county of residence. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Waiver and Severability.
No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement 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 Agreement will continue in full force and effect.
You may not transfer or assign any rights or obligations you have under this Agreement without Local Level’s prior written consent. Local Level reserves the right to transfer or assign this Agreement or any right s under it at any time
You consent to receiving communications from Local Level electronically. You agree that we have the right to communicate with you by email or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Electronic Signatures.
Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in or with this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.
This website and Services offered through it is operated by i3-LL, LLC d/b/a Local Level.All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in Section 24 in the manner and by the means set out therein.
All other feedback, comments, requests for technical support and other communications relating to the Services or website should be directed to the Local Level Support Center at [email protected].
Thank you for visiting our website and using our Services.
SPECIAL TERMS APPLICABLE TO SCHOOLS AND SCHOOL DISTRICTS
The following terms may be applicable if Organizer is a school, school district, or other education agency or institution that is subject to the requirements of the Family Education Rights and Privacy Act (FERPA) (each a “District”).
- Authority to Contract
- District represents, warrants and covenants that:
Upon our written request, District shall provide Local Level with written evidence that this Agreement has been duly authorized by the applicable board or governing body.
The parties agree that that a breach of any of the representations, warranties, or covenants in Section 27 shall constitute a material breach of this Agreement.
District Data; Education Records
- it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
- it has the full right, power and authority to enter into and perform its obligations under this Agreement, and that such action has been duly authorized and, if applicable, this Agreement and all expenditures hereunder have been approved and authorized by all applicable boards or other governing bodies in accordance with applicable law; and
- when entered into, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
Hosted District Data
- If Organizer is District, the parties acknowledge that Local Level may have access to District Data during Local Level performing Services for District under this Agreement. The parties agree that as between them, all rights including all intellectual property rights in and to District Data shall remain the exclusive property of the District. As used herein, “District Data” includes all personally-identifiable information and other non-public information of District to which Local Level has access including, but not limited to, student data, metadata, and other content provided by or through District’s End Users and Authorized Parent Users. Without limitation, District Data includes student “education records” as that term is defined by the Federal Education Rights Privacy Act.
- If District uses an Integration (as that term is defined in Section 4(b) above), then you grant us permission to make District Data available to the applicable third-party provider. Conversely, in such a case, you grant us permission to use District Data that we may obtain from a third-party provider as a result of your use of an Integration. We are not responsible and disclaim all liability for third-party provider’s access, use, disclosure, modification, or destruction of District Data when such District Data is obtained by a third-party provider as a result of your use of an Integration.
- Data Location. District Data will not be stored outside the United States without prior consent from the District.
- Access to District Data. Any District Data held by Local Level that is not available to District directly through District’s ordinary interactions with the Hosted System or functionality made available to District by Local Level will be made available to District by Local Level upon written request of District; provided that, Local Level reserves the right to charge District its applicable hourly rates for professional services to accomplish such task. “Hosted System” means a combination of hardware, software and networking elements that comprise the information technology system hosted by Local Level or its Subcontractor.
- Response to Specific Data Destruction or Return Requests. Local Level shall destroy or return and then destroy any specific District Data that is in its possession promptly after receiving a written request from the District; provided that, Local Level’ standard hourly rates for professional services may apply.
- Data Destruction or Transfer Upon Termination or Expiration. Upon termination or expiration of this Agreement, Local Level will use commercially reasonable means or methods to return to the District or to destroy all District Data in possession, as directed by the District. If District elects to have District Data transferred, either to the District or to a third-party, then Local Level shall return the data in a reasonable time in a format mutually agreed upon by the parties; provided that, District shall pay Local Level’ applicable hourly rates for professional services to accomplish such transfer. Upon successful transfer of District Data, as confirmed in writing by the District’s authorized representative, Contractor shall destroy all District Data.
- Security. Local Level will employ security measures in accordance with reasonable and appropriate industry practices, including appropriate administrative, physical, and technical safeguards to secure any hosted District Data from unauthorized access, disclosure, alteration, and use. Such measures will be no less protective than those used to secure Local Level’ own data of a similar type, and in no event less than reasonable in view of the type and nature of the data involved.
- Data Breach. Local Level will have a written incident response plan, which will include prompt notification of the District in the event that Local Level becomes aware of unauthorized access or release of Personally-Identifiable Information of District of (“Data Breach”). In the event of a Data Breach, Local Level shall implement the procedures required in its written incident response plan, keep District informed of the status of its investigation, and shall coordinate any required communications with District in conformance with applicable law.
- Subcontractors. Local Level reserves the right to use one or more subcontractors to perform all or part of the Services (each a "Subcontractor") and to change Subcontractors from time to time without notice to District. Local Level agrees to share the name (or names) of subcontractors with District upon written request. All subcontractors of Local Level will be subject to terms and conditions that are consistent with Local Level’ obligations under this Agreement.
The following state-specific terms may apply to District (as defined in Section 27) if District is in one of the following states:
- The definition of “District Data” shall include “pupil records” as that term is defined in AB 1584.
- Pupil records obtained by Local Level from District continue to be the property of and under the control of the District.
- District shall be responsible for providing parents, legal guardians, and eligible pupils access to personally identifiable information in the pupil’s records and for facilitating the correction of such information upon request. Upon request of District, Local Level agrees to provide District with assistance on an as needed, case-by-case basis; provided that, Local Level’ standard hourly rates for professional services may apply.
- Local Level shall take steps to ensure the security and confidentiality of pupil records including, without limitation, by designating and training of individuals responsible for ensuring the security and confidentiality of pupil records, developing and implementing its own internal written information security plan and procedures, and complying with this Agreement.
- In the event of an unauthorized disclosure or of pupil records, Local Level shall comply with its data breach notification obligations in its Agreement with District.
- District may request that Local Level delete individual pupil records in its possession by contacting Local Level as set forth in Section 21.8; provided that Local Level’ standard hourly rates for professional services may apply. Upon completion, Districts can request certification that no pupil records have been retained or are otherwise available to Local Level by contacting Local Level as set forth in Section 21.8.
- Upon expiration or termination of this Agreement, Local Level shall delete or transfer pupil records to District as described in its Agreement with District and shall certify that pupil records have neither been retained nor are otherwise available to Local Level upon completion of such process; provided that, Local Level’ standard hourly rates for professional services may apply. Districts can request certification by contacting Local Level as set forth in Section 21.8.
- Local Level and District will jointly ensure compliance with FERPA by through each party’s compliance with the terms of this Agreement.
- Local Level shall not use personally identifiable information in pupil records to engage in targeted advertising.
- Student information, student records and student-generated content as those terms are defined in Connecticut’s Student Data Privacy Law (Public Act 16-189) (collectively, “Student Data”) are neither the property of nor under the control of Local Level.
- District may request that Local Level delete any Student Data in its possession by contacting Local Level as set forth in Section 21.8; provided that Local Level’ standard hourly rates for professional services may apply.
- Student Data shall not be retained or available to Local Level upon expiration or termination of this Agreement unless a student, parent or legal guardian of a student chooses to establish or maintain an electronic account with Local Level for the purpose of storing student-generated content.
- Local Level shall not use Student Data for any purposes other than those authorized pursuant to this Agreement.
- District shall require any students, parents, or legal guardians of students (collectively, “Parents”) who would like to review personally identifiable information contained in Student Data, to request such Student Data from District and District shall provide Parents with such information using the functionality of the Licensed Software or database queries. District may request that Local Level provide support to District with this process; provided that, Local Level’ standard hourly rates for professional services may apply.
- The definition of District Data (as defined in this Agreement) shall include Student Data. Local Level shall take actions designed to ensure the security and confidentiality of Student Data.
- In the event of an unauthorized release, disclosure, or acquisition of Student Data, Local Level shall comply with its data breach notification obligations in this Agreement.
- Local Level and District shall be responsible for ensuring compliance with the Family Educational Rights and Privacy Act of 1974, 20 USC 1232g, as amended from time to time.
- Notwithstanding anything in this Agreement to the contrary, laws of the state of Connecticut shall govern the rights and duties of Local Level and District.
- If any provision of this Agreement or application of this Agreement is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of the contract which can be given effect without the invalid provision or application.
- Local Level certifies that it will comply with Ky. Rev. St. Ann. § 365.734(2).
- Local Level shall not allow access to, release, or allow the release of student information to any person or entity except as specified in this Agreement and subject to the confidentiality obligations set forth in this Agreement.
- Data Breach. In the event Local Level discovers a breach in the security of a system containing “personal information” (as that term is defined in Louisiana’s Database Security Breach Notification Law, La.Stat.Ann. 51:3073 et seq.) that requires notification of Louisiana residents, Local Level shall comply with its data breach notification obligations in its Agreement with District.
- Audits. Upon District’s written request and no more than once per calendar year, to audit and confirm compliance with this Agreement, as well as any applicable laws and industry standards, Local Level shall promptly complete and return a written information security questionnaire provided by District, or a third party on District’s behalf, regarding Local Level business practices and information technology environment in relation to all District Data being handled and/or services being provided by Local Level to District pursuant to this Agreement. District shall treat the information provided by Local Level in the security questionnaire as Local Level Confidential Information.
- Data Disposition. Upon expiration or termination of this Agreement, unless otherwise directed by an applicable legal requirement or otherwise specified in this Agreement, Local Level shall delete or transfer (and then delete) student information to District as described in its Agreement; provided that, Local Level’ standard hourly rates for professional services may apply.
- New York
- Section 2-d of the New York State Education Law (“Education Law § 2-d”) requires that a parents’ bill of right for data privacy and security be included with every contract an educational agency enters into with a third-party contractor, where the third-party contractor receives student data or teacher or principal data. Accordingly, if District is a New York “educational agency” as that term is defined Section 2-c of the New York State Education Law, this Agreement is deemed to include the District’s parents bill of rights for data privacy and security; provided that, District has provided Local Level a copy of the same.
- District may send a copy of its parents’ bill of rights to Local Level by email or regular mail as set forth in Section 21.8. District may also send District’s policy on data and security—to the extent that it is separate from the parents’ bill of rights—to the same address.
- Local Level shall perform services in compliance with all applicable provisions of Education Law § 2-d and any rules and regulations of the New York State Education Department issued thereunder including any amendments to either of these.
- Local Level agrees that “student data” as that term is defined in Section 2-c of New York State Education Law and be considered “District Data” for purposes of this Agreement. Such “student data” is confidential and is to be maintained in accordance with federal and state law.
- Data Security and Privacy Plan. Unless otherwise agreed in writing by the parties, the parties’ data security and privacy plan shall include:
- this Agreement;
- Districts’ parents bill of rights that District has provided to Local Level; and
- District’s policy on data and security that District has provided Local Level. In addition, as part of the parties’ data security and privacy plan, Local Level agrees to train any of its officers and employees that have access to student data on the federal and state law governing confidentiality of such data.
- Conflicts. To the extent there is a direct conflict between this Agreement, New York Education Law 2-d, and the District’s parents bill of rights or policy on data and security, the following order of precedence will control: New York Education Law 2-d, District’s parents bill of rights (provided that Local Level has been provided notice of such bill of rights as set forth above), District’s policy on data and security (provided that Local Level has been provided notice of such bill of rights as set forth above), and then this Agreement.
- If a court of competent jurisdiction makes a final determination that Local Level is in noncompliance with this Agreement and that such noncompliance by Local Level was intentional or grossly negligent, then (a) District’s termination of this Agreement because of such noncompliance shall be without liability to District; and (b) Local Level agrees to make a one-time payment to District in the amount of $500 as a penalty for such noncompliance as required by Nev.Rev.Stat.Ann. 388.272.
- Audits. Upon District’s written request and no more than once per calendar year, to audit and confirm compliance with this Agreement, as well as any applicable laws and industry standards, Local Level shall promptly complete and return a written information security questionnaire provided by District, or a third party on District’s behalf, regarding Local Level’ business practices and information technology environment in relation to all District Data being handled and/or services being provided by Local Level to District pursuant to this Agreement. District shall treat the information provided by Local Level in the security questionnaire as Local Level Confidential Information.