Introduction

Welcome to hearitlocal.com (the “Site”). Please review the following basic rules that govern your use of the Site. Please note that your use of the Site constitutes your unconditional agreement to follow and be bound by these Terms of Use.  Hear it Local, Inc. (“hear it local”) reserves the right to update or modify these Terms of Use at any time without prior notice to you. For this reason, we encourage you to review these Terms of Use whenever you use the Site. In the event that you do not agree to any changes or modifications of these Terms of Use, you should not continue to use the Site.

Privacy

Please review the hear it local Privacy Policy, which also governs your use of the Site and is incorporated herein.

Use of the Site

hear it local grants you permission to use the Site subject to the restrictions in these Terms of Use. In accessing or using the Site, you understand and acknowledge that you will be exposed to content and materials submitted to the Site by a variety of hear it local account holders (“Member Submissions”), and you understand and agree that hear it local is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Member Submissions. You further understand and acknowledge that you may be exposed to Member Submissions that are inaccurate, offensive, indecent, or otherwise objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against hear it local with respect thereto, and agree to indemnify and hold harmless hear it local, its owners, operators, affiliates, and/or licensors, to the fullest extent allowed by law regarding all matters related to your use of the Site.

Furthermore, you understand that the Site and hear it local’s services are intended for your personal use only. You agree not to harvest or collect email addresses or other contact information of other Site users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. In addition, you agree not to use automated scripts to collect information from the Site. You agree that you will not use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site. You also agree not to use the Site to:

(i) upload, post, transmit or otherwise make available any Content that hear it local could reasonably deem to be harmful, threatening, obscene, abusive, harassing, vulgar, hateful, or racially, ethnically or otherwise objectionable;

(ii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;

(iii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," or any other form of solicitation; or

(iv) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

User Accounts

In order to access some features of the Site, you will be required to create a hear it local account. You are responsible for maintaining the confidentiality of your account password. You are also solely responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. hear it local reserves the right to close your account at any time for any or no reason. Although hear it local will not be liable for your losses caused by any unauthorized use of your account, you acknowledge and agree that you may be liable for the losses of hear it local or others due to such unauthorized use.

Content Posted By You

By publishing, displaying or uploading any text, links, photos, audio, video, messages or other data or information (collectively, "Content") to the Site, you represent and warrant that: (i) you have full right and power to enter into and perform under these Terms of Use, and have secured all third-party consents, licenses and permissions necessary to enter into and perform under these Terms of Use; (ii) you own or have the necessary licenses, rights, consents, and permissions to use and authorize hear it local to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of your Content to enable inclusion and use of the such Content in the manner contemplated by the Site and these Terms of Use; (iii) none of your Content is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights; (iv) your Content is not and will not be defamatory, trade libelous, pornographic or obscene; and (v) you are at least 18 years of age.

By submitting Content to the Site (other than music files), you herby grant to hear it local an irrevocable, perpetual, nonexclusive, fully-paid and worldwide license to use, copy, perform, display and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content and to grant and authorize sublicenses of the foregoing. You also irrevocably grant the Site's users the right to access your Content in connection with their use of the Site.  In addition, you irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to your Content.

By submitting Content to the Site, you also acknowledge and agree that you alone are responsible for your Content. You assume all risks associated with your Content, including anyone's reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in your Content that makes you personally identifiable.

You also understand and acknowledge that you may expose yourself to liability if, for example, your Content violates any third-party right, including any trademark, patent, copyright, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right of any third party; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful; or violates any law or regulation.

hear it local reserves the right to remove any Content and Member Submissions at its sole discretion, at any time, for any reason or no reason, without notice or liability.

Ownership

Other than as set forth elsewhere in these Terms of Use, hear it local owns and retains all proprietary rights in the Site, including without limitation all visual interfaces, interactive features, graphics, design, compilation, computer code, products, software and all other elements and components of the Site. The Site contains certain copyrighted material, including links and compilations of individual data, trademarks and service marks and other proprietary information of hear it local, its account holders and licensors. Except for any information which is in the public domain, you may not use, copy, modify, publish, transmit, distribute, perform, display or sell any such proprietary materials or information without the express written consent in each case of hear it local.  Access to the Site does not confer and shall not be considered as conferring upon anyone any license under any of hear it local’s or any third party's intellectual property rights.

Trademarks

hear it local and hearitlocal.com are trademarks of hear it local.  hear it local’s trademarks may not be used in connection with any product or service that is not hear it local’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits hear it local. All other trademarks not owned by hear it local that appear on the Site are the property of their respective owners. No trademark license is granted in connection with the materials contained on the Site. Subject to the first sentence under the heading “License and Site Access,” access to the Site does not authorize anyone to use any name, logo or mark in any manner.

License and Site Access

hear it local grants you a limited license to access and make personal use of the Site and not to download or modify it, or any portion of it, except with express written consent of hear it local. This license does not include any resale or commercial use of the Site or its contents; any derivative use of the Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. Neither the Site nor any portion of it may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of hear it local. Any unauthorized use terminates the license granted by hear it local.

Copyright Policy

hear it local operates a clear copyright policy with regard to any Member Submission that is alleged to infringe the copyright of a third party. Details of that policy can be found at [              ].

Third Party Sites

This Site contains links to other Internet websites that third parties own or operate. Your use of each of those sites is subject to the terms and conditions, if any, that each of those sites have posted. Hear it local have no control over third party sites and is not responsible for any changes to or content on them. hear it local’s inclusion of any material in its search database or a link on the Site is not an endorsement of that material or link or the companies that own or operate the material or linked sites.

Reference on the Site to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply hear it local’s endorsement, sponsorship or recommendation of the third party, information, product or service. hear it local is not responsible for the content of any third party sites and we make no representations regarding the content or accuracy of material on such sites. If you decide to link to any such third party web sites, or purchase any third party products, you do so entirely at your own risk.

Indemnification

You agree to defend, indemnify and hold harmless hear it local and any of its affiliates, employees, directors, officers, agents, vendors or suppliers from and against any and all claims, damages, costs and expenses, including attorneys' fees and court costs, arising from or related to (i) your use of and access to the Site; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of your Content or any of your Member Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Site.

Disclaimer of Warranties

THIS SITE IS PROVIDED BY ON AN "AS IS" AND "AS AVAILABLE" BASIS. HEAR IT LOCAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON THE SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, HEAR IT LOCAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, HEAR IT LOCAL DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY PRODUCTS OR SEVICES OFFERED ON THIS SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. CERTAIN STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL HEAR IT LOCAL OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF HEAR IT LOCAL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HEAR IT LOCAL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SITE DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THIS LIMITATION OF LIABILTY IS A MATERIAL TERM FOR ALLOWING YOUR USE OF AND ACCESS TO THE SITE.

Applicable Law

By visiting the Site, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Hear it local. You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction overhear it local, either specific or general, in jurisdictions other than California.

Disputes

Any dispute relating in any way to your visit to the Site or to products or services you purchase through the Site shall be submitted to confidential arbitration in San Francisco, California, except that, to the extent you have in any manner violated or threatened to violate hear it local’s intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms of Use shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.

Termination

Hear it local may terminate or suspend your account or ability to use the Site, in whole or in part, at its sole discretion, for any or no reason, and without notice or liability of any kind. For example, we may terminate or suspend your account or ability to use the Site if you misuse the Site. Any such termination or suspension could prevent you from accessing your account, the Site, your Content, or any other related information. You may terminate the Terms of Use at any time by closing your account, discontinuing your use of any and all parts of the Site, and providing hear it local with a notice of termination as provided on the Site; provided, however, that information you have posted on the Site may remain. In the event of any termination, whether by you or us, the following sections of this Agreement will survive any such termination and you and we will continue to be bound by such terms indefinitely: Content Posted By You, Ownership, Trademarks, Indemnification, Disclaimer of Warranties, Limitation of Liability, Applicable Law, Disputes and Termination.