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    Localrole is a North Carolina based business operated by Localrole Holdings, LLC, a North Carolina corporation (“localrole”, “we” or “us”) which operates an online platform (“Platform or localrole Platform”) allowing users (“User” or “You”) to connect and perform business and personal services and outsource tasks and buy and sell goods (“localrole Services” or Services”) through localrole’s Platform including our website at https://www.localrole.com.

    PLEASE READ THESE TERMS AND CONDITIONS and ALL LOCALROLE POLICIES including the Privacy Policy, the Marketplace Rules, and the Prohibited Services and Items Policy, and Service Fee Schedule (collectively the “Agreement”) or “User Agreement”) carefully before using the services offered by localrole.

    Your using the localrole Platform or the Services thereon means that you agree to all the Terms and Conditions and of the User Agreement. Your use of the localrole Platform or use of the Localrole Services confirms that You agree to be bound by this Agreement.

    SCOPE OF LOCALROLE SERVICE

    1.1. Localrole provides a platform for connecting people who have tasks that need doing, or who need to buy a particular item (“Job Posters”) with those willing to do the job or provide the item (“localrole taskers” or taskers”).

    1.2. A reference to User in this agreement includes Job Posters, taskers and any other person that visits or views the localrole Platform.

    1.3. A User creates an account with localrole when she/he validly completes a registration form on the localrole platform.

    1.4. Localrole provides the platform only. Apart from enabling a Job Poster to find a localrole tasker to provide a particular service or supply a particular good, localrole accepts no liability for any aspect of the Job Poster and localrole tasker interaction, including but not limited to the description of goods and services offered, the performance of services and the delivery of goods. Localrole has no obligation to any User to assist or involve itself in any way in any dispute between a Job Poster and a localrole tasker.

    1.5. All information related to services to be performed or goods to be provided is supplied by localrole Users. Localrole does not have any ability or responsibility to review, approve or verify any user provided information prior to publication on the localrole Platform.

    1.6. You expressly agree that localrole has no responsibility and makes no warranty as to the truth or accuracy of any aspect of any information provided by Users (including all localrole taskers and Job Posters), including, but not limited to, the ability of localrole taskers to perform tasks or supply items, or the honesty or accuracy of any information provided by Job Posters or the Job Posters’ ability to pay for the services or goods requested.

    LOCALROLE SERVICE DESCRIPTION

    2.1. The localrole Services will be reviewed and updated from time to time. In addition to the points set out below, certain portion(s) of the localrole Service may be separately described on the localrole Platform.

    2.2. A Job Poster with a requirement for a service to be provided or a good to be acquired (1) creates and account with localrole and (2) posts an accurate and complete description of the good to be acquired or service to be provided (including, but not limited to, the payment offered to the localrole tasker) (“Posted Task”). Posted Tasks are subject to further terms set out for Posting Tasks and Making Offers below.

    2.3. A localrole tasker with an ability to perform services and/or to provide the goods (1) creates an account with localrole and (2) reviews Posted Tasks uploaded by Job Posters.

    2.4. If a localrole tasker desires to provide services or sell goods to a Job Poster, the localrole tasker must make an offer in response to the Posted Task (“Offer”). By making an Offer the localrole tasker confirms that s/he is legally entitled to and capable of supplying the goods or services described in the Posted Task. Offers are subject to further terms set out for Posting Tasks and Making Offers below.

    2.5. If a Job Poster in any way updates a Posted Task after it has been published on the localrole Platform and before an offer has been accepted, then localrole may, at its discretion, cancel all Offers for that Posted Task that were made prior to the update and recommence the offer process.

    2.6. If the Job Poster agrees to a localrole tasker’s offer, the Job Poster will accept that localrole tasker’s Offer by using the functionality on the localrole Platform and paying the agreed price into the payment facility escrow account accessible via the localrole Platform (“Escrow Account”).

    2.7. The localrole tasker and Job Poster use a private question and answer feature on the localrole Platform to communicate directly about posted requests for services or goods. Each time a localrole User receives a message from the localrole messaging service, a notification may be sent to the User via their currently active communication channel. From time-to-time, localrole reviews each private communication messaging to insure proper use of the Platform.

    2.8. Once a Job Poster has accepted an offer from an localrole tasker and paid the agreed price into the Escrow Account then the Job Poster and the localrole tasker will be deemed to have entered into a separate contract under which the Job Poster agrees to purchase, and the tasker agrees to provide the Job Poster with the services or goods (“Task Contract”).

    2.9. The terms of the Task Contract incorporate the terms of this Agreement (to the extent they apply to the Job Poster and the localrole tasker) and any additional terms and conditions agreed between the Job Poster and the localrole tasker, including the description and price of the services or goods to be provided. You agree not to enter into any contractual provisions in a Task Contract that conflict with this Agreement. The terms of this Agreement incorporated into a Task Contract take priority over any other terms agreed between a Job Poster and an localrole tasker in the Task Contract to the extent of any inconsistency.

    2.10. The localrole tasker must provide the services or goods to the Job Poster in accordance with the Task Contract, unless the services, goods or transactions are prohibited by law, by this Agreement, by an agreement between the User and a Third Party Provider or by any of our Policies.

    2.11. Once a localrole tasker has provided the goods or services requested by a Job Poster in accordance with the Task Contract, the localrole tasker must provide notice that the task is complete by using the localrole Platform functionality. It will be material breach of this Agreement and the Task Contract if a localrole tasker provides notice that a task is complete for a particular Posted Task without having provided the relevant goods or services. If s/he is supplying goods, a localrole tasker must not provide notice that a task is complete until the goods have actually been delivered to the address specified by the Job Poster.

    2.12. Once an localrole tasker has provided the relevant goods or services in accordance with the Task Contract and has provided notice that the task is complete relating to a particular Posted Task, the Job Poster must release the agreed price for the goods or services supplied to the localrole tasker by using the localrole Platform functionality. It will be material breach of this Agreement and the Task Contract if, after a localrole tasker has provided the relevant goods or services in accordance with the Task Contract and provided notice that a task is complete for a particular Posted Task, the Job Poster fails to release the agreed price.

    2.13. Once the Job Poster has released the payment, the fee will be paid from the Escrow Account to the localrole tasker after the deduction of the relevant fees set out in the Service Fee Schedule and described in Fees below (“Service Fees”). See section(s) 12 & 13 of Terms and Conditions.

    2.14. Once a transaction is concluded, both the localrole tasker and Job Poster are strongly encouraged to complete a localrole service review using any feedback features on the localrole Platform. Localrole will, from time to time, contact you to remind you to complete a localrole service review.

    2.15. The localrole Platform may from time to time include location/ map-based functionality. The localrole Platform may display the location of Job Posters and localrole taskers to persons browsing the localrole Platform. Each Job Poster may be asked to provide the street where the task is to be performed or the goods are to be delivered. A Job Poster should never disclose personal details such as Job Poster’s full name, street number, phone number or email address if exchanged, in a Posted Task or in any other public communication on the localrole Platform.

    2.16. Localrole may from time to time include on the localrole Platform a “Buy Now” feature which enables localrole Users who are in a hurry to “Buy Now” from one of the localrole’s pre-vetted taskers listed in the “Buy Now” area. When this occurs, the localrole User who is the Job Poster would like to accept the Offer shown in the “Buy Now” area by clicking the “Buy Now” button. Once selected, localrole will automatically contact the “Buy Now” tasker to confirm the agreed price shown. Once confirmed, localrole will then notify that Job Poster and confirm the tasker’s Offer to supply the goods or services. The Job Poster will accept that localrole tasker’s Offer by using the functionality on the localrole Platform and paying the agreed price into the payment facility escrow account accessible via the localrole Platform (“Escrow Account”).

    PAYMENT FACILITY AND ESCROW ACCOUNT

    3.1. Localrole may use a related entity or a third party service provider such as PayPal to (“Escrow Provide”) payment services acting as a payment facilitator and escrow agent on behalf of the Job Poster and localrole tasker.

    3.2. By buying or selling goods or services using the localrole Services You agree to be bound by the Escrow Provider’s Privacy Policy. Users consent and authorize localrole and the Escrow Provider to share any information and payments instructions You provide with one another and, to the extent required to complete your transaction, with any other third party service provider(s). By registering and creating an account with localrole, You agree to be bound by Escrow Provider’s terms and conditions as provided by the link https://www.paypal.com/us/webapps/mpp/pay-online

    THIRD PARTY SERVICES

    4.1. Localrole may from time to time include on the localrole Platform promotions for and links to services offered by third parties (“Third Party Services”). These Third Party Services are not provided by localrole.

    4.2. Third Party Services are offered to You pursuant to terms and conditions offered by the third party. Third Party Services may be promoted on the localrole Platform as a convenience to our Users who may find the Third Party Services of interest or of use.

    4.3. If You engage with any Third Party Service provider your agreement will be directly between You and that Third Party Service provider.

    4.4. Localrole makes no representation or warranty as to the Third Party Services. However, to help us continue to improve our localrole Platform, please let us know of any issue that You experience using a Third Party Service by contacting us at helpdesk@localrole.com.

    EMPLOYMENT AND WITHHOLDINGS

    5.1. Users do not have authority to enter into contracts or commitments, whether written or oral, implied or express, on behalf of localrole. You acknowledge that we do not supervise, direct, or control a localrole tasker’s work or Services performed in any manner. Taskers may wear a localrole badge or other localrole insignia purely for the purpose of identifying themselves as a service person contacted through the localrole Platform. Localrole is not an employment service and does not serve as an employer of any User. As such, we will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of Services. You understand and agree that if we are found to be liable for any tax or withholding tax in connection with your use of Services, then you will immediately reimburse and pay to us an equivalent amount, including any interest or penalties thereon. You further agree to indemnify, hold harmless and defend us from any and all claims that a tasker was misclassified as an independent contractor or an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claims that we were an employer or joint employer of a tasker, and any claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

    SPECIAL PROMOTIONS; GIFT CARDS & VOUCHERS

    6.1 Changes to Promotions. We may from time to time provide certain promotional opportunities to Users. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.

    6.2 Referral Credits. In the event that you are given a code through which you may refer a friend to the Localrole Platform in exchange for a referral credit, you shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, you may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. You may only share such code with your personal friends and acquaintances for legitimate referral purposes, as determined by us in our sole discretion. Without limiting our other rights and remedies, we may terminate such code and/or your account for any breach of this Section. For questions or additional information contact us at the helpdesk@localrole.com

    6.3 Gift Cards and Vouchers. Localrole gift cards (“Gift Cards”) and vouchers or promotional codes for special offers or discounts (“Vouchers”) (individually, “Card”, or together, “Cards”) may be available and can be used to pay in part or in full for Services. Card must be presented at the time of purchase and available balance will be applied to your purchase. Card does not expire and there are no fees associated with use of Card

    You agree that you will only use one Voucher per person and will use Vouchers only for your first Service. You agree that you will comply with all Voucher and Gift Card terms. Cards are not replaceable if lost or stolen, and cannot be combined with any other Gift Cards, Vouchers, gift certificates, or other coupons. Cards cannot be used for previous purchases, credits, or the purchase of gift cards, and cannot be used to make a payment towards third party items the balance on a credit card. We reserve the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if we believe that the Gift Card was obtained through fraudulent or unauthorized means. No credit card, credit line, overdraft protection, or deposit account is associated with your Card. If a Card holder’s purchase exceeds the amount of that Gift Card’s or Voucher’s balance, the Card holder must pay the difference by another means. Unused Gift Card balances are not transferable. Card is void if copied, altered, transferred, purchased or sold. Purchases of Cards are final and not refundable. We reserve the right to correct the balance of a Gift Card if we believe that a billing error has occurred, and we disclaim all liability for any such billing errors. Cards and their use are subject to this Agreement (including the Privacy Policy) and use of a Card constitutes acceptance thereof. Applicable terms and conditions are subject to change without notice. If the laws pertaining to this Card require additional or different terms or conditions, then such terms and conditions shall apply. For questions or additional information, email at the helpdesk@localrole.com.

    6.4 Unused Gift Cards. Gift Cards have no cash value and are not redeemable for cash except in the following eleven United States where it is required by law to the extent noted below. If you are a resident of one of these U.S. states, and the balance on your Gift Card is less than the respective dollar amount below, you may redeem it for cash:

    • California ≤ $10
    • Montana ≤ $5
    • Washington ≤ $5
    • Vermont ≤ $1
    • Maine ≤ $5
    • New Jersey ≤ $5
    • Rhode Island ≤ $1
    • West Virginia ≤ $1
    • Colorado ≤ $5
    • Massachusetts ≤ $5
    • Oregon ≤ $5

    Simply send your Gift Card along with a self-addressed envelope to us at the address set forth in Section 21 below, Attention: Gift Cards. We’ll verify your address, confirm that your Gift Card balance qualifies you for redemption, and send you a check for the exact amount. If your Gift Card balance is equal to or greater than the cap, or we can’t verify your residency, we’ll return your Gift Card in the envelope provided. We will be unable to redeem or return your Gift Card without a self-addressed envelope and are not responsible for mail that doesn’t arrive at the address provided. We cannot guarantee delivery in any way after submittal to the US Postal Service.

    Intellectual Property Rights

    7.1 The localrole Platform, and the information, data, content and materials, which it contains, are the property of localrole and/or its affiliates and licensors, excluding User-generated content, which localrole has a right to use. The localrole materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Localrole and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the localrole materials. Any use of localrole materials, other than as expressly permitted herein, is prohibited without the prior permission of localrole and/or the relevant right holder. To the extent you provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information regarding the localrole Platform, you hereby assign to localrole all right, title and interest thereto. The service marks and (if any) trademarks of localrole, including without limitation localrole.com, and the localrole logo are service marks owned by localrole. Any other service marks, logos and/or trade names appearing on the localrole Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the localrole Platform without the express prior written consent of the owner.

    Copyright Complaints and Copyright Agent

    7.2 Localrole respects the intellectual property of others, and expects Users to do the same. Localrole will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the localrole Platform infringe upon that person or entity’s copyright or other intellectual property right, and such person or entity sends to localrole a properly submitted copyright notice as indicated below, localrole will investigate, and if it determines, in its discretion, that the material is infringing, localrole will remove the content and may terminate the access of the User who posted such content to the localrole Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:

    (i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included.

    (ii) A statement specifically identifying the location of the infringing material, with enough detail that localrole may find it on the localrole Platform. Please note: it is not sufficient to merely provide a top level URL.

    (iii) The complete name, address, telephone number and e-mail address of Complainant.

    (iv) A statement stating that Complainant has a good faith belief that the use of the material is not authorized by the owner of the rights, their agents, or by law.

    (v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed;

    (vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.

    INSURANCE

    8.1. Localrole may offer its Users an opportunity to obtain insurance documents from other localrole Users. All such insurance is offered by a third party. At no time does localrole provide insurance coverage to any User.

    8.2. Localrole does not represent that the insurance referenced via the localrole Platform is adequate or appropriate for any particular User. Each User must make its own inquiries about whether any further insurance (such as workers compensation insurance or general liability) is required.

    IDENTITY VERIFICATION

    9.1. Localrole may include tools to help localrole Users to verify the identity of other localrole Platform Users (“Verification Services”). These tools may include mobile phone verification technology, verification of payment information, a “Reference” feature (allowing a User of the localrole Service to request other Users to post a reference on the localrole Platform endorsing that User), and integration with social networking sites such as Facebook, Twitter and LinkedIn.

    9.2. You agree that localrole Identity Verification Services may not be fully accurate as all localrole Services are dependent on User-supplied information.

    9.3. Localrole Platform Users are solely responsible for identity verification and localrole accepts no responsibility for any use that is made of a localrole Verification Service.

    9.4. The localrole Platform may also include a User-initiated double blind feedback system to help evaluate localrole User(s).

    9.5. Localrole Verification Services may be modified at any time without notice.

    ELIGIBILITY TO REGISTER

    10.1. An localrole account can only be created in the name of an individual. However, a localrole User registering as a localrole tasker or Job Poster may specify within the ‘”profile description” field that s/he is representing a business entity (including a company).

    10.2. To create and account and use the localrole Services You must be able to form legally binding contracts under applicable law. Localrole Services are not available to persons under 18 years of age. If You do not qualify to use the localrole Services, You must not use the services.

    10.3. While You are registered with localrole You must maintain control of your localrole account. You may not deal with your account (including feedback and associated User ID) in any way (including by allowing others to use your account or by transferring or selling the account or any of its content to another person).

    10.4. At its absolute discretion, localrole may refuse to allow any person to register or create an account with localrole or cancel or suspend any existing account at any time without notice.

    USER’S OBLIGATIONS

    11.1. You agree that at all times:

    • (a) You will comply with this Agreement (including all localrole Policies) and all applicable laws and regulations;
    • (b) You will post only accurate information on the localrole Platform;
    • (c) You will promptly and efficiently perform all your obligations to other localrole Users under a Task Contract and to localrole under this Agreement;
    • (d) all content (whether provided by localrole, a User or a third party) on the localrole Platform may not be used on third party sites or for other business purposes without localrole’s prior permission; and
    • (e) You will ensure that You are aware of any laws that apply to You as a Job Poster or an localrole tasker, or in relation to any other way(s) that You use the localrole Platform.

    11.2. You must not use the localrole Platform for any illegal or immoral purpose.

    11.3. You grant to localrole an unrestricted, worldwide, royalty-free license to use, reproduce, modify and adapt any content and information posted on the localrole Platform for the purpose of including that material and information on the localrole Platform and as otherwise may be required to provide the localrole Service, for the general promotion of the localrole Service and as permitted by this Agreement.

    11.4. Any information posted on localrole Platform must not, in any way whatsoever, be potentially or actually harmful to localrole or any other person. “Harm” includes, but is not limited to, economic loss that will or may be suffered by localrole. Without limiting any provision of this Agreement, any information You supply to localrole must be up to date and kept up to date and must not:

    • (a) be false, inaccurate or misleading or deceptive;
    • (b) be fraudulent or involve the sale of counterfeit or stolen items;
    • (c) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
    • (d) violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and trade practices/fair trading laws);
    • (e) be defamatory, libelous, threatening or harassing;
    • (f) be obscene or contain any material that, in localrole’s sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;
    • (g) contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any localrole Platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information.

    11.5. You must have the right to provide goods and services under a Task Contract and be legally able to work in the United Sates. You must comply with your tax obligations in relation to any payment received under a Tasker Contract.

    11.6. When You enter into a Task Contract using the localrole Platform You create a legally binding contract with another localrole User, unless the transaction is prohibited by law or by this Agreement (including the localrole Policies). If You do not comply with your obligations to another localrole User under a Task Contract, You may become liable to that other User. If another User breaches any obligation to You, You – not localrole – are responsible for enforcing any rights that You may have with that User.

    FEES

    12.1. Registering and creating and account with localrole is free. There is no charge for a Job Poster to Post Tasks, or for other localrole Users to review content on the localrole Platform, including Posted Tasks.

    12.2. A Service Fee Schedule for an offer that has been accepted by a Job Poster is equal to fifteen per cent (10%) of the amount that was accepted.

    12.3. If a Job Poster has accepted your offer, You agree that the fees as set out in the Service Fee Schedule will be deducted from the agreed fee and paid to localrole (or its nominee), which are inclusive of GST Service Fees.

    12.4. The Service Fees will be deducted and paid to localrole when the agreed price is released from the Escrow Account to the localrole tasker.

    12.5. To be clear, Service Fees will be calculated only on the amount that the localrole tasker agrees to charge the Job Poster to provide the service or goods. This means that if a Job Poster requires an localrole tasker to incur costs in completing a task (for example, if the task is purchasing groceries, localrole tasker might agree to pay for the groceries upfront and then be reimbursed by the Job Poster), then the cost incurred will not be included in any calculation of the Service Fees.

    12.6. If a localrole tasker agrees to pay some of the costs as part of completing a task, localrole tasker is solely responsible for having those costs reimbursed by the Job Poster. Localrole will not be responsible for obtaining any reimbursement from a Job Poster. We advise localrole taskers not to agree to incur any costs for a Job Poster in advance of payment by the Job Poster, unless the localrole tasker is confident that the Job Poster will reimburse the costs promptly.

    12.7. Localrole may from time to time change the Service Fees and the terms applying to their payment. Any change relating to the Service Fees is effective fourteen (14) days after localrole notifies You of that change by sending a message to your localrole account.

    12.8. Localrole may choose to temporarily modify the Service Fees, or the terms applying to their payment, in its sole discretion without notice.

    12.9. All fees and charges payable to localrole are non-cancellable and non-refundable.

    12.10. If localrole introduces a new service on the localrole Platform, the fees applying to that service will be payable as from the launch of the service and will also be “Service Fees” under this Agreement.

    12.11. Where a localrole tasker is supplying goods or services, the localrole tasker must not charge a Job Poster Service Fees on top of the agreed price for the goods or Services under the Tasker Contract.

    POSTING TASKS AND MAKING OFFERS

    13.1. A Posted Task must include the following details in order to be accepted by localrole:

    • (a) Deadline for completion: the deadline for completion of the task or delivery of the goods;
    • (b) Price: the price that the Job Poster is prepared to pay for the goods or services required; and
    • (c) Description: a description of the goods or services.

    13.2. Service Fees do not include any fees that may be due to Third Party Service Providers. All Third Party Service fees must be paid pursuant to your separate agreement with the Third Party Service provider.

    13.3. As well as the mandatory details mentioned in paragraph 13.1, a Job Poster may choose to specify additional terms that s/he wants to apply to the transaction.

    13.4. Job Posters must describe the service or goods fully and accurately and include all terms of sale or supply that You want to apply, as well as any information required by law. Posted Tasks may only include text. You must have the legal right to use any content that You post. Localrole may, in its sole discretion, remove any Posted Task for any reason.

    13.5. Prior to the Job Poster accepting an offer from an localrole tasker, all communications between a Job Poster and the localrole User(s) making and Offer to supply the goods or services are visible to all other localrole Users and can also be viewed by other internet users. All Users of the localrole Platform must take care when communicating at the offer stage and must not disclose any private contact details such as full name or address, phone number or email address.

    13.6. In making an Offer, an localrole tasker agrees to provide the relevant goods or services within the timeframe and on the terms and conditions specified in the Posted Task (unless the localrole tasker and the Job Poster agree to vary the timeframe or the terms and conditions in the course of negotiations, in which case the localrole tasker must provide the goods or services in accordance with the agreed timeframe and terms and conditions).

    13.7. Once a Job Poster accepts an offer from a localrole tasker in accordance with clause 2.6, no further negotiations are permitted on the localrole Platform in relation to the provision of the relevant goods or services. If, after the Job Poster accepts an offer from a localrole tasker, the localrole tasker and Job Poster wish to negotiate on price or timeframe for completion (for example, where Job Poster is not satisfied with the localrole tasker’s performance) they may use the localrole private messaging system, but otherwise those negotiations (and the resolution of any disputes) must be done outside the localrole Platform.

    13.8. If a localrole User, localrole tasker or Job Poster wishes to complain about any comment made on the localrole Platform, please either use the “Report” function available from time to time on the localrole Platform, or email localrole using the “contact us” on the localrole Platform.

    13.9. Job Posters may choose not to accept any Offer received and are not required to accept the lowest Offer. Job Posters may withdraw any Posted Task at any time prior to accepting an offer from an localrole tasker in accordance with clause 2.6.

    13.10. A localrole User or localrole tasker has no obligation whatsoever to make an Offer on any Posted Task.

    FEEDBACK

    14.1. Localrole is entitled to suspend or terminate your account at any time if localrole, in its sole and absolute discretion, is concerned by any feedback about You, or considers your feedback rating to be problematic for other localrole Users.

    14.2. To continue to improve our localrole Platform, please let us know of any issue that You experience using a Third Party Service by contacting us at the helpdesk@localrole.com.

    LIMITATION OF LIABILITY

    Disclaimer of Warranties; Limitation on Liability.

    15.1. USE OF THE LOCALROLE PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LOCALROLE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER LOCALROLE NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE LOCALROLE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE LOCALROLE PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL’S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LOCALROLE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES OR ANY PRODUCTS, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE LOCALROLE PLATFORM OR THIS AGREEMENT. ACCESS TO THE LOCALROLE PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER LOCALROLE NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE LOCALROLE PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ANY REQUESTERS OR PROFESSIONALS). NEITHER LOCALROLE NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE LOCALROLE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. LOCALROLE AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

    15.2. NO LIABILITY. YOU AGREE NOT TO HOLD LOCALROLE, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, “MEMBERS”) LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE LOCALROLE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY LOCALROLE OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL LOCALROLE OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE LOCALROLE PLATFORM OR ANY SERVICES, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. LOCALROLE AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE LOCALROLE PLATFORM, THE SERVICES OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT LOCALROLE OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO LOCALROLE DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

    15.3. RELEASE. LOCALROLE AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE LOCALROLE PLATFORM. THE LOCALROLE PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. BECAUSE LOCALROLE IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE LOCALROLE AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

    15.4.   ADDITIONAL DISCLAIMER. THE QUALITY OF THE SERVICES SCHEDULED THROUGH THE USE OF THE LOCALROLE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE TASKER WHO ULTIMATELY PROVIDES SUCH SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE LOCALROLE PLATFORM, YOU MAY BE EXPOSED TO SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE LOCALROLE PLATFORM, AND SUCH PROFESSIONAL, AT YOUR OWN RISK.

    NOTHING IN THIS AGREEMENT OR THE LOCALROLE PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

    BY USING THE LOCALROLE PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE LOCALROLE PLATFORM.

    YOU ACCEPT THAT, AS A CORPORATION, LOCALROLE HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST LOCALROLE’S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE LOCALROLE’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS LOCALROLE.

    EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

    15.5. Indemnification. You hereby agree to indemnify, defend, and hold harmless Localrole, its licensors, and each such party’s directors, officers, parent organizations, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys’ fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use of or inability to use the Localrole Platform and/or any Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to taskers), and (v) Your Information and content that you submit or transmit through the Localrole Platform. Localrole reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Localrole.

    MUTUAL ARBITRATION AGREEMENT

    16.1. Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Localrole, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), you and Localrole may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section 16 is your email address and/or physical address that you have provided to Localrole. Localrole’s address for such notices is: helpdesk@locarole.com and/or by mail to Localrole Attn: Legal, P O Box 521, Lewisville, NC, 27023.

    16.2. Arbitration. If a Dispute is not resolved through Informal Negotiations, you and Localrole agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, Localrole will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described in Section 17 below.

    16.3. Excluded Disputes. You and Localrole agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

    WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION

    17.1. You and Localrole agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

    17.2.   Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.

    SEVERABILITY

    18.1. You and localrole agree that if any portion of this section entitled “Mutual Arbitration Agreement” is found illegal or unenforceable, that portion will be severed and the remainder of this section 16 will be given full force and effect.

    GOVERNING LAW; JURISDICTION

    19.1. Except for the Arbitration Agreement in Section 16, which is governed by the Federal Arbitration Act, this Agreement is governed and interpreted pursuant to the laws of the State of North Carolina, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Forsyth, North Carolina.

    ASSIGNMENT

    20.1. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.

    GENERAL PROVISIONS

    21.1. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Localrole with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to Localrole. Localrole’s address for such notices is: helpdesk@localrole.com and Attn: Legal, P O Box 521, Lewisville, NC 27023. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Localrole, as described herein. This Agreement shall be interpreted as if jointly drafted by the parties. Localrole shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond localrole’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of taskers or Job Posters to perform, flood, fire, explosion, acts of terrorism or accident.

    CHANGES TO THIS AGREEMENT

    22.1. We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Localrole Platform. Your continued use of the Localrole Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

    DEFAULT IN TRANSACTIONS

    23.1. If You, as an localrole tasker or Job Poster, fail to complete a transaction and do not have a lawful excuse for such failure, then in addition to localrole’s rights under this Agreement (including any rights under localrole’s Policy) to suspend (temporarily or indefinitely) or terminate any User’s account, You may be in breach of your obligations to both localrole and the localrole tasker or Job Poster with whom You are transacting under a Task Contract.

    PRIVACY

    24.1. Localrole’s Privacy Policy, which is available at www.localrole.com, applies to all Users and forms part of this Agreement. Use of the localrole Platform confirms that You consent to, and authorize, the collection, use and disclosure of your personal information in accordance with localrole’s Privacy Policy.

    24.2. Third Party Service providers will provide their service pursuant to their own Privacy Policy. Prior to acceptance of any service from a third party You must review and agree to their terms of service including their privacy policy if so applied.

    MODIFICATIONS TO THE AGREEMENT

    25.1. Localrole may modify this Agreement and/ or the Policies (and update the localrole pages on which they are displayed) from time to time without notice. You should check the localrole Platform for updates to language and Policy changes regularly.

    25.2. If You do not agree with any changes to this Agreement (or any of our Policies), You must terminate your localrole account and stop using the localrole Services.

    NO AGENCY

    26.1. No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular You have no authority to bind localrole, its related entities or affiliates in any way whatsoever. Localrole confirms that all Third Party Services that may be promoted on the localrole service are provided solely by such Third Party Service providers. To the extent permitted by law, localrole specifically disclaims all liability for any loss or damage incurred by You in any manner due to the performance or non-performance of such Third Party Service.

    NOTICES

    27.1. Except as stated otherwise in paragraph 2.1, any notices must be given by registered ordinary post or by email, either to localrole’s contact address as displayed on the localrole Platform, or to localrole Users’ contact address as provided at registration. Any notice shall be deemed given:

    • (a) if sent by email, 24 hours after email is sent, unless the Job Poster is notified that the email address is invalid or the email is undeliverable, and
    • (b) if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside the United States. In this section, “Business Day” means a day on which banks are open for general business, other than a Saturday, Sunday or public holiday.
    • (c) Notices related to performance of any Third Party Service must be delivered to such Third Party as set out in Third Party Service Provider terms and conditions.

    MEDIATION AND DISPUTE RESOLUTION

    28.1. Localrole encourages You to try and resolve disputes (including claims for returns or refunds) with other localrole Users directly. Users are responsible for paying any costs associated with a Third Party Dispute.

    28.2. Disputes with any Third Party Service provider must proceed pursuant to any dispute resolution process set out in the terms of service of the Third Party Service Provider.

    28.3. If You have a complaint about the localrole Service please contact us at helpdesk@localrole.com.

    TERMINATION

    29.1. Either party may terminate an account and this Agreement at any time for any reason.

    29.2. Termination of this Agreement does not affect any Task Contract that has been formed between localrole Users. If You have entered a Task Contract You must comply with the terms of that Task Contract including providing the goods or services or paying the price as applicable.

    29.3. Third Party Services are subject to Third Party Service provider terms and conditions.

    29.4. Sections 12 (Fees), 15 (Limitation of Liability), and 28 (Mediation and Dispute Resolution) and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

    GENERAL

    30.1. This Agreement is governed by the laws of North Carolina, USA. You and localrole submit to the exclusive jurisdiction of the courts of Forsyth County, North Carolina, USA.

    30.2. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.

    30.3. This Agreement may be assigned or novated by localrole to a third party without your consent. In the event of an assignment or novation You will remain bound by this Agreement.

    30.4. This Agreement sets out the entire understanding and agreement between You and localrole with respect to its subject matter.

    I have read and agree to the Terms and Conditions.

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