PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY LOCAL BLACK, LLC AND PLACED, LLC (COLLECTIVELY, "Local Black"). THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITES AT HTTPS://LOCALBLACK.CO (EACH A "SITE", COLLECTIVELY, THE “SITES”), OUR LOCAL BLACK FOR BUSINESS, ADBLACK, BLACKLYTICS, LOCAL BLACK SERVICE WEBSITES, AND MOBILE APPLICATIONS (COLLECTIVELY, THE “APPS”) AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY LOCAL BLACK (COLLECTIVELY WITH THE SITES AND THE APPS, THE "SERVICES").

Acceptance of Terms.
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site(s), where applicable, you agree to all of the terms and conditions contained herein ("Terms of Use"), which also incorporate Local Black's Privacy Policy, Local Black's Intellectual Property Policy, Local Black's Photo Guidelines, policies and procedures that may be published from time to time on the Site(s) by Local Black, each of which is incorporated by reference and each of which may be updated by Local Black from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Use" section below. In addition, some services offered through the Services may be subject to additional terms and conditions specified by Local Black from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services on the Site(s), individual users of the Services, and users that have a profile or page on the Services.

Access.
Subject to these Terms of Use, Local Black may offer to provide the Services, as described more fully on our Sites, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but shall not be limited to, any services Local Black performs for you, any applications or widgets offered by Local Black that you download from our Sites or, subject to the terms set out under the "Third party Sites and Services" section below, from third party application stores (e.g., iTunes® store or Google Apps Marketplace) authorized by Local Black, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)).

Registration and Eligibility.
If you register for an account with Local Black, you shall provide Local Black with accurate and complete registration information (including, but not limited to your email address and/or mobile telephone number, and a password you will use to access the Service). You will also keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Local Black account. We recommend, but do not require, that you use your own name in your account details.

You agree that you will not:

Local Black reserves the right to refuse registration of, or cancel a user name, in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Local Black password. You shall never use another user's account without such other user's prior express permission. You will immediately notify Local Black in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You must be at least 18 years of age to access use the Services. If you are under 18 years of age (or the age of legal majority where you reside), you may only access or use the Services under the supervision of a parent of legal guardian who agrees to be bound by these Terms of Use. The Service is not available to individuals who are younger than 18 years old. Local Black may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.

If you use a mobile device, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on the Services within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

Privacy.
By using the Services, you consent to Local Black’s collection, use, and disclosure of information about you and your device. Please refer to our Privacy Policy for information about how we collect, use and disclose information about you and your mobile device. Please review our data collection practices carefully before using our Services.

Content.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Local Black cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, any location information, "shouts", videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise you make accessible to Local Black on or through the Services. Content you add, create, upload, submit, distribute, post or otherwise obtain through your use of the Services, including Content that you add to the Services if you link your accounts to third party websites and services, is collectively referred to as, "User Submissions."

Local Black Content.
The Services contain Content specifically provided by Local Black or its partners and licensors, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Subject to these Terms of Use, Local Black grants you a personal, worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable and revocable license to access, and use the Content, solely for non-commercial use. You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so. You agree not to authorize or permit any third party to distribute or make the Apps available over a network where it can be used by multiple devices at the same time; nor will you remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Services. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.

User Submissions.
We may use your User Submissions in a number of ways in connection with our Sites, Services and Local Black’s business as Local Black may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing other users to do the same in connection with their own websites, media platforms, and applications (“Third Party Media”). By submitting User Submissions on our Sites or otherwise through the Services, you hereby grant Local Black a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to host, use, store, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions and any content that you submit to Local Black for business purposes in connection with our Sites, Services and Local Black's (and its successors and assigns') businesses, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also grant each user of our Sites and/or the Services, including Third Party Media, a non-exclusive license to access your User Submissions through our Sites and the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in connection with their use of our Sites, Services and Third Party Media. For clarity, the foregoing license grant to Local Black does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing with Local Black.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through our Sites is the sole responsibility of the person from which such Content originated; that Local Black will not be liable for any errors or omissions in any Content; and that Local Black cannot guarantee the identity of any other users with whom you may interact in the course of using our Services.

When you delete your User Submissions, they will be removed from the Services. However, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal, it will not be shared with others) or may remain with users or third parties who have previously accessed or downloaded your User Submissions.

Rules and Conduct.
As a condition of your use, you shall not use the Services for any purpose that is prohibited by these Terms of Use. You are solely responsible for all of your activity in connection with the Services. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through our Services, including without limitation any User Submission, that:

If the User Submission includes a photograph, Local Black's Photo Guidelines shall apply. Local Black has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography.

You shall not (directly or indirectly):

Local Black does not guarantee that any Content or User Submission (as defined above) will be made available on the Site or through the Service. Local Black has no obligation to monitor the Sites, Services, Content, or User Submissions. However, Local Black reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Local Black is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service. Local Black also reserves the right to access, read, preserve, and disclose any information as Local Black reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Local Black, its users and the public.

Card Services.
Certain features of our Services and/or certain services and products made available to you through the Services may allow you to purchase services (“Card Services”). Local Black uses a third-party payment processor (the “Payment Processor”) to link your credit card account to the Services (your “Card Account”) for use of the Card Services. The processing of payments or credits, as applicable, in connection with the Card Services will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Local Black is not responsible for any errors by the Payment Processor. In connection with your use of the Card Services, Local Black will obtain certain transaction details, which Local Black will use solely in accordance with our Privacy Policy.

Special Terms for Profiles.
If you have a "Profile" on the Service, you also agree to the following:

Advertisements and Promotions.
Some of our Apps may run advertisements and promotions from third parties on or in connection with the Services or may otherwise provide information or links to third-party products or services on or in connection with the Services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. Local Black is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Local Black advertisers or third party information on the Services.

Third Party Sites and Services.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. Each party’s terms will govern the respective party’s relationship with you. These other websites are not under Local Black's control, and you acknowledge that Local Black is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Local Black or any association with its operators. You further acknowledge and agree that Local Black shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Termination.
Local Black may terminate your access to all or any part of the Service and/or Save-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with the Services. If you wish to terminate your account, you may do so by following the instructions on our Sites. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer.
Local Black has no special relationship with or fiduciary duty to you. You acknowledge that Local Black has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; effects, if any, the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release Local Black from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Local Black makes no representations concerning any Content contained in or accessed through the Services, and Local Black will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

You release us from all liability relating to your connections and relationships with other users of the Sites. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

THE SITE, SERVICE, CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

LOCAL BLACK, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICES, CONTENT AND SAVE-TO LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification.
You shall defend, indemnify, and hold harmless Local Black, its subsidiaries, affiliates and each of its and its subsidiaries’, affiliates' employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, our Sites, Services, Content, or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity . Local Black reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Local Black in asserting any available defenses

Limitation of Liability.
ALL LIABILITY OF LOCAL BLACK, ITS SUBSIDIARIES AND AFFILIATES, EACH OF IT AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OUR SITES, SERVICES, CONTENT, USER SUBMISSIONS OR SAVE-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT THAT IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF LOCAL BLACK, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOCAL BLACK, ITS SUBSIDIARIES AND AFFILIATES, NOR IT AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT Local Black, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO OUR SITES, SERVICES, CONTENT, USER SUBMISSIONS OR SAVE-TO LINK FOR:

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, LOCAL BLACK’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA), NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF:

Governing Law.
A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Local Black agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

For users not located in the EEA, the following arbitration and governing law provisions shall apply:

    These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Use, the parties consent to the exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. If you are accepting these Terms of Use on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

Solely in respect of users located in the EEA, the following governing law provisions shall apply:

    These Terms of Use and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England. All disputes or claims arising out of or relating to these Terms of Use shall be subject to the exclusive jurisdiction of the English Courts to which the Parties irrevocably submit.

Legal Compliance.
You represent and warrant that 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Government Use.

The use, duplication, reproduction, release, modification, disclosure or transfer of the software, application or widget is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Any such software, application or widget is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of any such software, application or widget shall be governed solely by these Terms of Use.

Integration and Severability.
These Terms of Use are the entire agreement between you and Local Black with respect to the Service and use of the Site, Service, Content, User Submissions or Save-to-Link, and supercede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Local Black with respect to our Sites. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, Local Black must provide you with written notice of such waiver through one of its authorized representatives.

Modification of Terms of Use.
Local Black reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on our Sites or by sending you notice through the Services or via email. Local Black may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Cancellation of these Terms of Use.
In respect of users located in the EEA who wish to receive Services, and/or provide User Submissions, and/or provide or access Content via our Sites, such users may have a right to cancel these Terms of Use under the European Distance Selling Directive (97/7/EC) ("Directive") within 7 days of accepting these Terms of Use solely to the extent such right applies under the Directive to such users, save that if such right to cancel applies, it shall cease to exist from the time of actual use of the Services, and/or provision of the User Submissions, and/or provision or access of Content via the Sites by such users.

Miscellaneous.
Local Black shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Local Black's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Local Black's prior written consent. Local Black may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Solely in respect of users located in the EEA, in respect of these Terms of Use and your use of our Sites, Services, Content, User Submissions or Save-to Link, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

Language.
Where Local Black has provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Local Black.

If there is any contradiction between what the English language version of these Terms of Use says and what a translation says, then the English language version shall take precedence.

Contact.
You may contact Local Black at the following address: PO Box 8364, Pittsburgh, PA 15218.