Terms and Conditions of Service
Effective Date: September 8, 2020

Local Impact Inc. (hereinafter “Local Impact”, “we”, or “us”) provides the website https://www.localcivics.io, our computing applications and the data, content, information,platform, tools, updates and similar materials delivered or provided by us (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”). This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.We may make changes to these Terms of Use from time to time by posting such changes to the Service and requiring you to affirm the revised Agreement. By continuing to use the Service after notice of such change(s) is given, you agree to be bound the revised Terms of Use.

License
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable,non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Incorporated Terms
The following additional terms are incorporated into this Agreement as if fully set forth herein:
1. Privacy Policy – available at https://www.localcivics.io/privacy-policy  
2. Copyright Policy
3. Complaint Policy (including Privacy and Trademark)

Platform Overview
The Service provides a mechanism by which users in an educational environment can engage in activities designed to increase civic and community engagement. “Admin Users”are administrative staff employed by enterprise customers, whether the customer is a school, a board of education, or another organization, and will have certain administrative rights, privileges, oversight, and functionality within the Services. When an enterprise customer is an educational agency or institution subject to the Family Educational Rights and Privacy Act (FERPA),its Admin Users shall also be responsible for obtaining and providing to Local Impact the consent of the parent(s)/guardian(s) or, if applicable, of the child that is at least 18 years old.“Teacher Users” are users, typically also employed by enterprise customers, who have responsibility for a particular group of Student Users (as defined herein), or a classroom. The Teacher Users will have some administrative and oversight capabilities within the Services, but will also interact with Student Users directly, including the ability to be able to assign goals/tasks/challenges to Student Users. “Student Users” shall be either minor children (in compliance with the other terms of this Agreement)under the supervision or with the consent of their parent(s)/guardian(s), or children having reached the majority (18). Student Users will not have any administrative abilities except over their own accounts, such as creating a profile and signing up for Events (as defined herein).  Admin Users,Teacher Users, and Student Users shall be collectively known as “Users”. When used in this Agreement, “you” shall refer to the User individually, as well as in their capacity as an agent or representative of any entity or business that such User represents, to a child having reached the age of 18, or to a parent or guardian on behalf of a minor child, if applicable.

Eligibility
You must be at least thirteen (13) years old to use the Service. By using the Service, you represent that you, or your child, meet this minimum age requirement.Some parts of the Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibilityrequirements at any time.By requesting use,registering to use, and/or using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein.

Disclaimer
Whilewe make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors,inaccuracies or omissions and to change or update information at any time without prior notice.  

Subscriptions, Cancellations and Payments
Admin Users may be required to pay ongoing, self-renewing subscriptions to access the Service or to allow other Users to access the Service on their own behalf, or on behalf of the customer that the Admin User represents, (the “Subscriptions”). When you sign-up for a Subscription, you will be granted access to the Service for the length of time identified when you sign-up. You will be charged in the amounts and at the times identified in the Subscription you select. We reserve the right to change the applicable Subscription fees or charges and to institute new Subscription fees and charges at the end of the current Subscription term, upon sixty (60) days’ prior notice to you,which may be sent by email or by posting the revised or new fees to the Service.UNLESS YOU CANCEL BEFORE RENEWAL,AND EXCEPT WHERE PROHIBITED BY LAW, SUBSCRIPTIONS AUTOMATICALLY RENEW FOR AN ADDITIONAL TERM OF THE SAME LENGTH UPON EXPIRATION. FEES OR CHARGES DURING ANY SUCH RENEWAL TERM SHALL BE THE SAME AS THAT DURING THE PRIOR TERM UNLESS WE HAVE GIVEN YOU NOTICE OF AN INCREASE AS DESCRIBED HEREIN, IN WHICH CASE THE INCREASE SHALL BE EFFECTIVE UPON RENEWAL AND THEREAFTER.YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, BUT EXCEPT AS PROVIDED HEREIN, YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY PAST PAYMENTS OR FUTURE PAYMENTS DUE DURING THE REMAINDER OF YOUR CANCELLED TERM. EXCEPT AS PROVIDED HEREIN, IF YOU CANCEL BEFORE THE END OF YOUR SUBSCRIPTION, YOU WILL BE CHARGED THE ENTIRE REMAINING SUBSCRIPTION FEES AT THAT TIME. IN THE EVENT THAT YOU CANCEL WITHIN THE FIRST THIRTY (30) DAYS OF YOUR SUBSCRIPTION TO THE SERVICE, WE WILL ISSUE YOU A PRO RATA REFUND OF ANY PRE-PAID AMOUNTS WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF TERMINATION.To cancel your Subscription, please contact us at info@localcivics.io and include “Subscription Cancellation” in the subject of the email.

Rules of Conduct
Youruse of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.You agree that you will not violate any applicable law or regulation in connection with your use of the Service. You represent and warrant that the information that you have provided on the Service is complete, accurate, and true, and you further represent that you will update it as necessary.You are responsible for all of the conduct engaged in through your account. You agree not to distribute, upload, make available or otherwise publish through the Service any goal, quest, event, or activity (“Events”), suggestions,information, ideas, comments, causes, promotions, documents, questions, notes,plans, drawings, proposals, or materials similar thereto (“Submissions”) orgraphics, text, information, links, profiles, audio, photos, software, music,sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that: 1. is unlawful or encourages another to engage in anything unlawful; 2. contains a virus or any other similar programs or software which may damage the operation of our or another’s computer(s); 3. violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or 4. is libelous, defamatory,pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.You are responsible for keeping your user name, password and other credentials for accessing the Service confidential and secure. We are not responsible for any unauthorized access to your account or profile by others.You agree to notify us immediately of any unauthorized use of your account or suspected breach of security.You further agree that you will not do any of the following: 1. modify, adapt, translate, copy,reverse engineer, decompile or disassemble any portion of the Service; 2. interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing; 3. transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;4. attempt to probe, scan or test the vulnerability of a system, a network, or the Service or to breach security or authentication measures without proper authorization;5. take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;6. harvest or collect the email address,contact information, or any other personal information of other users of the Service; 7. use any means to crawl, scrape or collect content from the Service via automated or large group means; 8. submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us; 9. register for more than one user account on behalf of yourself or the business you represent; 10. breach, through the Service, any agreements that you enter, or have entered, into with any third parties; 11. stalk, harass, injure, or harm another individual, or attempt to do any of the foregoing, through the Service; 12. direct or encourage another user or individual, through the Service, to do something, go to a place, or participate in an Event that is unsafe, or where a similarly situated, reasonable person wouldn’t have an expectation of safety; or 13. impersonate any other person or business.You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service. We reserve the right, in our sole discretion, to protect our users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Services, restricting your ability to upload Events, Submissions or Content, immediately terminating your use of theService, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

Content Submitted or Made Available
to Us
You are under no obligation to submit anything to us, and unless otherwise noted,we will not claim ownership of any Events, Submissions or Content, including any in your profile. However, in order for us to provide the Service, we need your permission to process, display, reproduce, create derivative works, and other wise use the Events, Submissions or Content that you make available to us.Therefore, if you choose to submit any Events, Submissions or Content through or on the Service, or otherwise make available any Events, Submissions or Content through the Service, you hereby grant us a perpetual, irrevocable, transferrable, sub-licensable through multiple tiers,non-exclusive, worldwide, royalty-free license to reproduce, use, modify,display, perform, distribute, translate and create derivative works from any such Events, Submissions or Content, including without limitation distributing part or all of the Events, Submissions or Content in any media format through any media channels.By submitting any Events, Submissions or Content to us you hereby agree, warrant and represent that: (a) the Events, Submissions and Content do not contain proprietary or confidential information, and the provision of the Events, Submissions and Content is not a violation of any third-party’s rights; (b) all such Events, Submissions and Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Events, Submissions, or Content; (d) we shall be entitled to use or disclose the Events, Content or Submissions in any way, to the maximum extent permissible under applicable law;and (e) you are not entitled to compensation or attribution from us in exchange for the Events, Submissions or Content.You acknowledge that we are under no obligation to maintain the Service, or any information, causes,materials, Events, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

ContentShared Through the Service
You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through the Service, you may be revealing information about yourself,the entity that you represent, or your business that may include financial,credit, or similar information, including with other Users. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that we shall not be held responsible,and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

Our Intellectual Property
Our graphics,logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” ofthe Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks(“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement. You acknowledge that the software used to provide the Service, and all enhancements, updates,upgrades, corrections and modifications to the software, all copyrights,patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements,corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property and/or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use
You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service.

Enforcement and Termination
We reserve the right to deny all or some portion of the Service to any User, in our sole discretion, at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to us related to Content, Submissions, or other materials,including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.

Linksand Third-Party Content
The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such alink. The Service may postEvents, contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties, including Users other than you. We do not endorse any Event, third party, third party Event, or third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected,reformatted or otherwise edited by us.

DISCLAIMERS AND LIMITATION ON LIABILITY
EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED“AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, ALONG WITH OUR PARENTS,SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROMUS SHALL CREATE ANY WARRANTY. FURTHER,OPINIONS, ADVICE, STATEMENTS, EVENTS, SUBMISSIONS, CONTENT, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THE IRRESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT.USE OF THE SERVICE IS AT YOUR SOLE RISK.WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES,MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL CODE OR COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE,OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members,shareholders, or directors shall be liable for (1) any damages in excess of$500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.

Indemnification
You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members,employees and agents harmless from all allegations, judgments, awards, losses,liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Events, Submissions or Content you submit, post to or transmit through the Service (b) your use of the Service, (c) your violation of the Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service.Governing Law and Jurisdiction; Arbitration Except as otherwise restricted by applicable law, you agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.There is no judge or jury in arbitration, and court review of an arbitration award is limited.However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and us shall have three (3) arbitrators. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Local Impact Inc., 2196 Third Ave Unit 10094,New York, New York 10035 USA.Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York City, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators,will be strictly confidential for the benefit of all parties.You and Local Impact agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Local Impact agree that each have waived any right to a jury trial.Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York City, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

Policies for Children
The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information tous, we will make efforts to delete the child’s information in accordance with the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information. Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

General
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.Revisions. In the event that we update this Agreement,you may be required to re-affirm the Agreement, through use of the Service, orotherwise.No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision,condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: info@localcivics.io.Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled,without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.Entire Agreement. This Agreement,including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Copyright Policy
If you believe in good faith that any material posted on or through our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following: A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed; identification of the copyrighted work claimed to have been infringed; identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing; Information reasonably sufficient to permit us to contact you; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and, A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:Copyright Agent Local Impact Inc.2196 Third Ave Unit 10094 New York, New York 10035 USA e-mail: info@localcivics.io 

Complaint Policy (Including Trademarks and Privacy)
If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to info@localcivics.io, containing the following information: Yourname, physical address, e-mail address and phone number; A description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed; Identification of the location of the material on the Site; If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated; If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief; A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and, Your physical or electronic signature.If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material,or any other party.