READ THESE CENTRAL TERMS OF SERVICE CAREFULLY. THEY ARE A LEGAL CONTRACT GOVERNING YOUR USE OF THE SITE PROVIDED BY LOCALLY WELL LLC AND ITS SUBSIDIARIES AND AFFILIATES (collectively, “Locally Well, LLC,” “we,” or “us,” or “our”).

These Terms of Service (“Terms”) govern your access to and use of the website, mobile application or other online service where these Terms are posted (collectively, the “Site”). By clicking an Accept, Register or similar button or icon, connecting to the Site through a third party such as Facebook or by accessing, browsing, or using the Site in any manner, you agree to be bound to these Terms and our Privacy Policy, whether or not you registered with the Site. All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Site in any manner, and each of your heirs, assigns, and successors. The Site reserves the right to deny access to any person who violates these Terms.

Eligibility. The Site is intended solely for persons who are 13 or older; however, we are providing some family content during this time of the COVID-19 crisis for parents or guardians who are home with their kids. We shall obtain the consent of a parent or guardian to the extent that the parent's or guardian's child under 13 submits personal information to us in connection with such family content. Please see our Privacy Policy (https://www.locallywell.com/privacy-policy) for further information.

Copyright. All information, content, services and software displayed on, transmitted through, or used in connection with the Site (with the exception of User Content as defined below), including, for example, news articles, stories, reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively, the “Content”), as well as its selection and arrangement, is owned by Locally Well, LLC and/or its licensors and suppliers. You may use the Content online only, and solely for your personal, non-commercial use, and you may download or print a single copy of any portion of the Content solely for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice from such Content. If you operate a Web site and wish to link to the Site, you may do so provided you agree to cease such link upon request from us. No other use is permitted without prior written permission of Locally Well, LLC. The permitted use described in this section is contingent on your compliance at all times with these Terms.

Except where explicitly provided for herein or on the Site, you may not republish any portion of the Content on any Internet, Intranet, extranet site or any other online or offline publication, or incorporate the Content in any database, compilation, archive, cache, or similar medium. You may not distribute any Content to others, whether or not for payment or other consideration, and you may not archive, modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You may not scrape or otherwise copy our Content without our permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site nor to insert any code or product or manipulate the Content or the Site in any way, and not to use any data mining, data gathering or extraction method. We prohibit the use of ad-blocking software by non-subscribers to access our Content, and we do not allow you to use any methods to circumvent our paywall and/or our limit on the number of free articles that you may access per week. The use of such methods may violate the Copyright Act, the Computer Fraud and Abuse Act, and other federal and state laws.

Requests to use Content for any purpose other than as permitted in these Terms should be directed to hello@locallywell.com. In certain cases, you may be able to use individual stories, articles, or video that appear on the Site through online functionality we have specifically designated (e.g., to e-mail a story to a friend or to purchase the rights to reproduce a story for other use). In such cases, we will tell you directly in the portion of the Content you may use or you will see a link in the Content itself that will permit you to email the story, article, or video, or purchase the rights to reproduce it.

Registration. Registration is not required to view certain Content. However, to use some parts of the Site --- including without limitation, if you wish to post a event, publish a business listing, upload a photo or video, or view certain other Content --- you may be required to register or subscribe and provide certain information about yourself. If you become a registered member of the Site, you accept responsibility for all activities that occur under your registration account. You agree to provide true, accurate, complete, and correct information at the time of registration, and to promptly update this information as needed so that it remains true, accurate, complete, and correct. We reserve the right to terminate your access and use of the Site if individuals from more than one household access the Site using any single registration account. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer so others outside your household may not access the Site using your name in whole or in part without your permission. If you believe someone has accessed the Site using your registration account and password without your authorization, e-mail us immediately at hello@locallywell.com.

User Content Representations and Warranties. By placing material on the Site, including but not limited to posting content, images, audio files, video clips, or any audio-visual content to the Site (collectively, “User Content”), you represent and warrant: (1) you own or otherwise have all necessary rights to the User Content you provide and the rights to provide it under these Terms; and (2) the User Content will not cause injury to any person or entity. Using a name other than your own legal name in association with the submission of User Content is prohibited (except in those specific areas of the Site that may specifically ask for unique, fictitious names).

User Content License. For all User Content you post, upload, or otherwise make available (in this section - “Provide”) to the Site, you grant Locally Well, LLC a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and fully sub-licensable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from such User Content, in whole or in part, in any form, format, or medium, of any kind now known or later developed. Without limiting the generality of the previous sentence, you authorize Locally Well, LLC to: (i) share the User Content across all websites, mobile applications, and other online and offline services affiliated with Locally Well, LLC; (ii) include the User Content in a searchable format accessible by users of the Site and other Locally Well websites, mobile applications, and other online services; (iii) place advertisements in close proximity to such User Content; and (iv) use your name, likeness and any other information in connection with our use of the material you Provide. You waive all moral rights with respect to any User Content you Provide to the Site. You also grant Locally Well, LLC the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you Provide or otherwise submit to us for any purpose whatsoever, including but not limited to, commercial purposes, and developing, manufacturing and marketing commercial products using such information. All rights in this section are granted without the need for additional compensation of any sort by Locally Well, LLC to you. You agree that you will indemnify, defend, and hold harmless Locally Well, LLC and its officers, directors and employees for all claims resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

You also hereby grant each user of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under these Terms.

Unsolicited Material and Ideas. We are happy to hear from our users and welcome feedback regarding our Site. The Site is not responsible for the similarity of any of its content or programming in any media to materials or ideas provided to the Site. If you do transmit unsolicited submissions to us through the Site or otherwise, you grant Locally Well, LLC a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and fully sub-licensable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from such submissions, and you understand and agree that such submissions may be adapted, broadcast, changed, copied, disclosed, licensed, performed, posted, published, sold, transmitted, or otherwise used as Locally Well, LLC sees fit. By using the Site and transmitting an unsolicited submission to us, you agree that you are not entitled to any compensation, credit or notice whatsoever with respect to such submission, and that by sending an unsolicited submission you waive the right to make any claim against the Site, Locally Well, LLC relating to our use of such submission, including, without limitation, infringement of proprietary rights, unfair competition, breach of implied contract or breach of confidentiality, even if material or an idea is used that is or may be substantially similar to the idea you sent.

User Content Screening and Removal. You acknowledge that the Site and/or its designees may or may not pre-screen User Content, and shall have the right (but not the obligation), in their sole discretion, to move, remove, block, edit, or refuse any User Content for any reason, including without limitation that such User Content violates these Terms or is otherwise objectionable.

User Content Assumption of Risk. Although the Site may from time to time monitor or review postings, transmissions, and the like on the Site, it cannot and does not monitor or manage all User Content, and does not guarantee the accuracy, integrity, or quality of User Content. All User Content provided to the Site is the sole responsibility of the person who provided it. This means that you are entirely responsible for all User Content that you provide. To protect your safety, please use your best judgment when submitting a directory listing, advertisement or event. We discourage divulging personal phone numbers and addresses or other information that can be used to identify or locate you. You acknowledge and agree that if you make such disclosures by uploading text, images, audio files or other audio-visual content, in directory listings, event posts or classified advertising you place or in other interactive areas, or to third parties in any communication, you do so fully understanding that such information could be used to identify you.

User Content Posting Rules. Any decisions as to whether User Content violates any posting rule set forth in these Terms will be made by us in our sole discretion and after we have actual notice of such posting. When you provide User Content, you agree to the following rules:

WARNING: A VIOLATION OF THESE POSTING RULES MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES.

You shall notify us immediately upon becoming aware of the commission by any person of any restricted uses of the Site by sending an email to hello@locallywell.com, and you shall provide us with reasonable assistance in any investigations we conduct in light of the information you provide in this respect.

You acknowledge that we have no obligation to monitor any users' access to or use of the Site, or to review or edit any Content, but we have the right to do so in our sole discretion: (i) for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) to ensure your compliance with these Terms; (iii) to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body; or (iv) to address content that we determine is otherwise objectionable or violates these Terms. We reserve the right, at any time and without prior notice, to remove or disable access to any Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms, otherwise harmful to the Site, or for any other reason that we deem appropriate. In order to protect the integrity of the Site, we also reserve the right at any time in our sole discretion to block users from certain IP addresses from accessing and using the Site.

You acknowledge, consent, and agree that we may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary: (i) to respond to claims asserted against us or to comply with legal process (for example, subpoenas, warrants, or other process ); (ii) to enforce or administer our agreements with users, including without limitation these Terms; (iii) to render services you request; (iv) to protect the rights or property of the Site, Locally Well, LLC, and their respective third-party suppliers and licensors; (v) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes; (vi) to protect the rights, property or safety of the Site, its users, or members of the public; or (vii) in circumstances that we deem, in our sole discretion, to pose a threat to the safety of us, you or others.

Transactions and E-Commerce. During your visit to the Site, you may elect to engage in a transaction involving the purchase of a product such as an online advertisement or other tangible goods and services. Credit card transactions and order fulfillment are often handled by a third-party processing agent, bank or distribution institution. The Site cannot and does not take responsibility for the success or security of transactions undertaken or processed by third parties.

Linked Sites; Embedded Video Player. If we provide links to other websites, you should not infer or assume that we operate, control, or are otherwise connected with these other websites. Please be careful to read the applicable terms and conditions and privacy policy of any other website before you provide any personal information or engage in any transactions. We are not responsible for the content or practices of any website not part of the Site, even if the website is operated by a company affiliated or otherwise connected with us. By using the Site, you acknowledge and agree that we are not responsible or liable to you for any content or other materials hosted, served, or residing on the domain from any websites other than the Site and then only to the extent provided for herein.

During your visit to the Site, you may link to, or view as part of a frame, certain content that is actually created, hosted and/or licensed by a third party. Because the Site has no control over third-party sites and resources, you acknowledge and agree that the Site is not responsible for the availability of external websites or resources, nor for the content, actions, or policies of those sites. Information you provide on such websites, including personal information and transactional information, is subject to the applicable terms and conditions and privacy policy of those websites.

The Site uses the unbranded version of the YouTube embedded video player (“YouTube Player”) to display some of our YouTube video content. By using, interacting or engaging with the YouTube Player on the Site, you agree to be bound by the YouTube Terms of Service, found here: https://www.youtube.com/t/terms.

Errors in Advertisements. On occasion, a product or service may not be available at the time or the price as it appears in an advertisement or other material in the Site. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology error, error in the date or length of publication, error in pricing or product information received from our advertisers or suppliers, or for any other reason, you agree the Site is not responsible for such errors or discrepancies.

Communications with Third Parties Through the Site. Your dealings or communications through the Site with any party other than Locally Well, LLC are solely between you and that third party. For example, certain areas of the Site may redirect you to other websites to conduct transactions or purchase goods or services. Under no circumstances will the Site be liable for any goods, services, resources or content available through such third-party dealings or communications, or for any harm related thereto. Please review carefully that third party's policies and practices and make sure you are comfortable with them before you engage in any transaction. Complaints, concerns or questions relating to materials provided by third parties should be directed to the third party.

Notice of Intellectual Property Infringement. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, it is the policy of the Site, in appropriate circumstances, to terminate the registration account of a member who is deemed to infringe third-party intellectual property rights or to remove User Content that is deemed to be infringing. If you believe that your work has been copied in a way that constitutes copyright infringement and is displayed on the Site, please contact us. 

Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

General Disclaimer and Limitation of Liability. While the Site and Locally Well, LLC use reasonable efforts to include accurate and up-to-date information, neither the Site nor Locally Well, LLC make any warranties or representations as to the accuracy of the Content and assume no liability or responsibility for any error or omission in the Content. The Site and Locally Well, LLC have no responsibility for actions of third parties or for content provided by others, including without limitation User Content.

USE OF THE SITE IS AT YOUR OWN RISK. 

International Users. The Site is controlled, operated and administered by Locally Well, LLC from its offices within the United States. If you access the Site from a location outside the United States, you are responsible for compliance with all applicable laws. If you are located in any member state that is part of the European Economic Area or any member state that has adopted the General Data Protection Regulation, you are not permitted to provide personal data to us.

Modifying these Terms. The Site and Locally Well, LLC reserve the right to change these Terms at any time in their respective discretion and to notify users of any such changes solely by changing the Effective Date of these Terms. The most current version of these Terms will supersede all previous versions. Your continued use of the Site after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. Your use of the Site prior to the time these Terms were posted will be governed according to the Terms that applied at the time of your use.

Discontinuation of Service. The Site may modify, suspend, discontinue or restrict the use of any portion of the Site, including the availability of any portion of the Content at any time, without notice or liability. The Site may deny access to any registered member or other user at any time for any reason, or no reason at all in our sole discretion. 

Force Majeure. The failure of the Site to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of the Site (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.

Severability. If for any reason any provision of these Terms is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of these Terms shall continue in full force and effect.

No Waiver. Any failure of the Site to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

No Third-Party Beneficiaries. You agree, except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Section Titles. The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.

Termination. In the event of termination of these Terms for any reason, you agree the following provisions will survive: the provisions regarding limitations on your use of Content, the license(s) you have granted to the Site, the Disputes provisions, and all other provisions for which survival is equitable or appropriate.

Conflicts. In the case of a conflict between these Terms and the terms of any electronic or machine readable statement or policy, these Terms shall control. Similarly, in case of a conflict between these Terms and our Privacy Policy, these Terms control.

No Joint Venture, Partnership, or Agency Relationship. No joint venture, partnership or agency relationship exists between you and the Site. These Terms, our Privacy Policy, any uses of the Site by you, and any information, products, or services provided by the Site to you do not create and shall not be construed to create a joint venture, partnership or agency relationship between you and the Site or Locally Well, LLC.

Limitation of Liability and Disclaimer of Warranties are Material Terms of these Terms. You agree that the provisions of these Terms that limit liability and disclaim warranties are essential terms of these Terms of Service.

Entire Agreement. These Terms constitute the entire agreement between you and the Site and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms will be binding unless made in writing and signed by Locally Well, LLC. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, these Terms shall govern.

Effective Date: February 22, 2023