____________ and
its licensors (“Provider”) welcomes you. Provider provides an online city
directory service (“Service”) to you subject to the following Terms of Service
(“TOS”), which may be updated from time to time without notice to you. You can
review the most current version of the TOS at any time at: [URL]. In addition, when
using particular Provider owned or operated services, you and Provider shall be
subject to any posted guidelines or rules applicable to such services, which
may be posted from time to time. All such guidelines or rules (including but
not limited to the City Directory DMCA Policy and City Directory Privacy Policy)
are hereby incorporated by reference into these TOS.
2.YOUR REGISTRATION OBLIGATIONS
In consideration
of your use of the Service, you represent that you are of legal age to form a
binding contract and are not a person barred from receiving services under the
laws of the United States. You also agree to: (a) provide true, accurate,
current and complete information about yourself as prompted by the Service’s
registration form (the “Registration Data”) and (b) maintain and promptly
update the Registration Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or
incomplete, or Provider has reasonable grounds to suspect that such information
is untrue, inaccurate, not current or incomplete, Provider has the right to
suspend or terminate your account and refuse any and all current or future use
of the Service (or any portion thereof).
3.CITY DIRECTORY PRIVACY POLICY
Registration
Data and certain other information about you is subject to the City Directory
Privacy Policy. For more information, see our full privacy policy at [URL]. You understand that through your use of the
Service you consent to the collection and use (as set forth in the City
Directory Privacy Policy) of this information, including the transfer of this
information to the United States and/or other countries for storage, processing
and use by Provider and its affiliates.
4.MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive
a password and account designation upon completing the Service’s registration
process (“ID”). You are responsible for maintaining the confidentiality of the ID
and are fully responsible for all activities that occur under your ID. You
agree to (a) immediately notify Provider of any unauthorized use of your ID or
any other breach of security, and (b) ensure that you exit from your account at
the end of each session. Provider disclaims liability for any loss or damage
arising from your failure to comply with this Section 4.
5.MEMBER CONDUCT
You understand
that all information, data, text, software, music, sound, photographs,
graphics, video, messages, tags, or other materials (“Content”), whether
publicly posted or privately transmitted, are the sole responsibility of the
person from whom such Content originated. This means that you, and not Provider,
are entirely responsible for all Content that you upload, post, email, transmit
or otherwise make available via the Service. Provider does not control the
Content posted via the Service and, as such, does not guarantee the accuracy,
integrity or quality of such Content. You understand that by using the Service,
you may be exposed to Content that is offensive, indecent or objectionable.
Under no circumstances will Provider be liable in any way for any Content,
including, but not limited to, any errors or omissions in any Content, or any
loss or damage of any kind incurred as a result of the use of any Content
posted, emailed, transmitted or otherwise made available via the Service.
You agree to not
use the Service to:
a.upload, post, email, transmit or otherwise make
available any Content that is unlawful, harmful, threatening, abusive,
harassing, tortuous, defamatory, vulgar, obscene, sexually explicit, libelous,
invasive of another’s privacy, hateful, or racially, ethnically or otherwise
objectionable;
b.harm minors in any way;
c.impersonate any person or entity, including, but not
limited to, a Provider official, forum leader, guide or host, or falsely state
or otherwise misrepresent your affiliation with a person or entity;
d.forge headers or otherwise manipulate identifiers in
order to disguise the origin of any Content transmitted through the Service;
e.upload, post, email, transmit or otherwise make
available any Content that you do not have a right to make available under any
law or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information
learned or disclosed as part of employment relationships or under nondisclosure
agreements);
f.upload, post, email, transmit or otherwise make
available any Content that infringes any patent, trademark, trade
secret, copyright or other proprietary rights (“Rights”) of any party;
g.upload, post, email, transmit or otherwise make
available any unsolicited or unauthorized advertising, promotional materials, “junk
mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of
solicitation that violates the CAN-SPAM Act of 2003 or any federal or state
laws regarding bulk email or deceptive advertising;
h.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;
i.disrupt the normal flow of dialogue, cause a screen to “scroll”
faster than other users of the Service are able to type, or otherwise act in a
manner that negatively affects other users’ ability to engage in real time exchanges;
j.interfere with or disrupt the Service or servers or
networks connected to the Service, or disobey any requirements, procedures,
policies or regulations of networks connected to the Service;
k.violate any applicable local, state, national or
international law, including, but not limited to, regulations promulgated by
the U.S. Securities and Exchange Commission, any rules of any national or other
securities exchange, including, without limitation, the New York Stock
Exchange, the American Stock Exchange or the NASDAQ, and any regulations having
the force of law;
l.provide material support or resources (or to conceal or
disguise the nature, location, source, or ownership of material support or
resources) to any organization(s) designated by the United States government as
a foreign terrorist organization pursuant to section 219 of the Immigration and
Nationality Act;
m.“stalk” or otherwise harass another; and/or
n.collect or store personal data about other users in
connection with the prohibited conduct and activities set forth in paragraphs a
through m above.
You acknowledge
that Provider may or may not pre-screen Content, but that Provider and its
designees shall have the right (but not the obligation) in their sole
discretion to pre-screen, refuse, or remove any Content that is available via
the Service. Without limiting the foregoing, Provider and its designees shall
have the right to remove any Content that violates the TOS or is otherwise
objectionable, upon one or more instances of you publishing Content that
violates the TOS or is otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the use of any Content, including
any reliance on the accuracy, completeness, or usefulness of such Content. In
this regard, you acknowledge that you may not rely on any Content created by Provider
or submitted to Provider, including without limitation information in Provider Message
Boards and in all other parts of the Service.
You acknowledge,
consent and agree that Provider may access, preserve and disclose your account
information and Content if required to do so by law or in a good faith belief
that such access, preservation or disclosure is reasonably necessary to: (a)
comply with legal process; (b) enforce the TOS; (c) respond to claims that any
Content violates the rights of third parties; (d) respond to your requests for
customer service; or (e) protect the rights, property or personal safety of Provider,
its users and the public.
You understand
that the technical processing and transmission of the Service, including your
Content, may involve (a) transmissions over various networks; and (b) changes
to conform and adapt to technical requirements of connecting networks or
devices.
You understand
that the Service and software embodied within the Service may include security
components that permit digital materials to be protected, and that use of these
materials is subject to usage rules set by Provider and/or content providers
who provide content to the Service. You may not attempt to override or
circumvent any of the usage rules embedded into the Service. Any unauthorized
reproduction, publication, further distribution or public exhibition of the
materials provided on the Service, in whole or in part, is strictly prohibited.
6.SPAM POLICY
Provider has a zero tolerance policy
with respect to unsolicited bulk email, which is prohibited by Section 5(g) of
these TOS.This prohibition extends to
(i) the sending of unsolicited mass mailings from another service, which in any
way implicates the use of the Service whether or not the message actually
originated from the Service network, (ii) configuration of a mail server to
accept and process third-party messages for sending without user identification
and authentication, (iii) spamming via third-party proxy, aggregation of proxy
lists, or installation of proxy mailing software, (iv) forgery of email headers
(“spoofing”), and (v) use of the Provider network for the receipt of replies to
unsolicited mass email (spam) sent from a third-party network.
If your actions have caused the Service
mail servers or the Service IP address ranges to be placed on black hole lists
and other mail filtering software systems used by companies on the Internet, you
agree to pay Provider a $100 block removal charge and $100/hour for Provider’s administrative
charges incurred to remove and protect mail servers and IP ranges.
7.SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the
global nature of the Internet, you agree to comply with all local rules regarding
online conduct and acceptable Content. Specifically, you agree to comply with
all applicable laws, including those regarding the transmission of technical
data exported from the United States.
8.CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON
THE SERVICE
Provider does
not claim ownership of Content you submit or make available for inclusion on
the Service. However, with respect to Content you submit or make available for
inclusion on publicly accessible areas of the Service, you grant Provider the
following worldwide, royalty-free and non-exclusive license(s), as applicable:
a.the license to use, distribute, reproduce, modify,
adapt, publicly perform and publicly display such Content on the Service solely
for the purposes of providing and promoting the specific city directory to
which such Content was submitted or made available. This license exists only
for as long as you elect to continue to include such Content on the Service and
will terminate at the time you remove or Provider removes such Content from the
Service; provided, however, if your account with Provider is terminated for any
reason, including for violation of these TOS, the license for use of the
Content you submit and granted by you herein shall continue in perpetuity.
b.the license to use, distribute, reproduce, modify,
adapt, publicly perform and publicly display such Content on the Service solely
for the purpose for which such Content was submitted or made available. This
license exists only for as long as you elect to continue to include such
Content on the Service and will terminate at the time you remove or Provider
removes such Content from the Service; provided, however, if your account with Provider
is terminated for any reason, including for violation of these TOS, the license
for use of the Content you submit and granted by you herein shall continue in
perpetuity.
c.the perpetual, irrevocable and fully sub licensable
license to use, distribute, reproduce, modify, adapt, publish, translate,
publicly perform and publicly display such Content (in whole or in part) and to
incorporate such Content into other works in any format or medium now known or
later developed; provided, however, if your account with Provider is terminated
for any reason, including for violation of these TOS, the license for use of
the Content you submit and granted by you herein shall continue in perpetuity.
“Publicly
accessible” areas of the Service are those areas of the Service that are
intended by Provider to be available to the general public. By way of example,
publicly accessible areas of the Service would include Provider’s city
directory that are open to both members and visitors. However, publicly
accessible areas of the Service would not include portions of Provider that are
limited to members, or areas off of the Service network of properties such as
portions of World Wide Web sites that are accessible via hypertext or other
links but are not hosted or served by Provider.
9.CONTRIBUTIONS TO PROVIDER
By submitting
ideas, suggestions, documents, and/or proposals (“Contributions”) to Provider
through its suggestion or feedback webpages, you acknowledge and agree that:
(a) your Contributions do not contain confidential or
proprietary information; (b) Provider is not under any obligation of
confidentiality, express or implied, with respect to the Contributions; (c) Provider
shall be entitled to use or disclose (or choose not to use or disclose) such
Contributions for any purpose, in any way, in any media worldwide; (d) Provider
may have something similar to the Contributions already under consideration or
in development; (e) your Contributions automatically become the property of Provider
without any obligation of Provider to you; and (f) you are not entitled to any
compensation or reimbursement of any kind from Provider under any
circumstances.
10.INDEMNITY
You agree to
indemnify and hold Provider and its subsidiaries, affiliates, officers, agents,
employees, partners and licensors harmless from any claim or demand, including
reasonable attorneys’ fees, made by any third party due to or arising out of
Content you submit, post, transmit or otherwise make available through the
Service, your use of the Service, your connection to the Service, your
violation of the TOS, your violation of the City Directory DMCA Policy or City
Directory Privacy Policy, or your violation of any rights of another.
11.NO RESALE OF SERVICE
You agree not to
reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial
purposes, any portion of the Service (including your ID), use of the Service,
or access to the Service.
12.GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge
that Provider may establish general practices and limits concerning use of the
Service, including without limitation the maximum number of days that email
messages, message board postings or other uploaded Content will be retained by
the Service, the maximum number of email messages that may be sent from or
received by an account on the Service, the maximum size of any email message
that may be sent from or received by an account on the Service, the maximum
disk space that will be allotted on Provider’s servers on your behalf, and the
maximum number of times (and the maximum duration for which) you may access the
Service in a given period of time. You agree that Provider has no
responsibility or liability for the deletion or failure to store any messages
and other communications or other Content maintained or transmitted by the
Service. You acknowledge that Provider reserves the right to log off accounts
that are inactive for an extended period of time. You further acknowledge that Provider
reserves the right to modify these general practices and limits from time to
time.
13.MODIFICATIONS TO SERVICE
Provider reserves
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. You agree that Provider shall not be liable to you or to any third
party for any modification, suspension or discontinuance of the Service.
14.TERMINATION
You agree that Provider
may, under certain circumstances and without prior notice, immediately
terminate your account, any associated email address, and access to the
Service. Cause for such termination shall include, but not be limited to, (a)
breaches or violations of the TOS or other incorporated agreements or
guidelines, (b) requests by law enforcement or other government agencies, (c) a
request by you (self-initiated account deletions), (d) discontinuance or
material modification to the Service (or any part thereof), (e) unexpected
technical or security issues or problems, (f) extended periods of inactivity,
(g) engagement by you in fraudulent or illegal activities, and/or (h)
nonpayment of any fees owed by you in connection with the Services. You agree
that all terminations for cause shall be made in Provider’s sole discretion and
that Provider shall not be liable to you or any third party for any termination
of your account, any associated email address, or access to the Service.
15.LINKS
The Service may
provide, or third parties may provide, links to other World Wide Web sites or
resources. Because Provider has no control over such sites and resources, you
acknowledge and agree that Provider is not responsible for the availability of
such external sites or resources, and does not endorse and is not responsible
or liable for any Content, advertising, products or other materials on or
available from such sites or resources. You further acknowledge and agree that Provider
shall not be responsible or liable, directly or indirectly, for any damage or
loss caused or alleged to be caused by or in connection with use of or reliance
on any such Content, goods or services available on or through any such site or
resource.
16.PROVIDER’S PROPRIETARY RIGHTS
You acknowledge
and agree that the Service and any necessary software used in connection with
the Service (“Software”) contain proprietary and confidential
information that is protected by applicable intellectual property and other
laws. You further acknowledge and agree that Content contained in sponsor
advertisements or information presented to you through the Service or by
advertisers is protected by copyrights, trademarks, service marks, patents or
other proprietary rights and laws. Except as expressly permitted by applicable
law or authorized by Provider or advertisers, you agree not to modify, rent,
lease, loan, sell, distribute or create derivative works based on the Service
or the Software, in whole or in part.
You agree not to
(and will not allow any third party to) copy, modify, create a derivative work
from, reverse engineer, reverse assemble or otherwise attempt to discover any
source code, sell, assign, sublicense, grant a security interest in or
otherwise transfer any right in the Software. You agree not to modify the
Software in any manner or form, nor to use modified versions of the Software,
including (without limitation) for the purpose of obtaining unauthorized access
to the Service. You agree not to access the Service by any means other than
through the interface that is provided by Provider for use in accessing the
Service.
17.DISCLAIMER OF WARRANTIES
YOU EXPRESSLY
UNDERSTAND AND AGREE THAT:
a.YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE
SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER AND ITS
SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b.PROVIDER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE
WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE
WILL BE CORRECTED.
c.ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM PROVIDER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TOS.
18.LIMITATION OF LIABILITY
YOU EXPRESSLY
UNDERSTAND AND AGREE THAT PROVIDER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii)
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY
GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED
OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR
CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO
THE SERVICE.
IN NO EVENT
SHALL PROVIDER’S LIABILITY FOR DIRECT DAMAGES EXCEED $50.
19.EXCLUSIONS AND LIMITATIONS
SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY
TO YOU.
20.NO THIRD-PARTY BENEFICIARIES
You agree that,
except for City America, LLC, there shall be no third-party beneficiaries to
this agreement.
21.CITY DIRECTORY DMCA POLICY
You agree that
you will comply with the City Directory DMCA Policy incorporated by reference
into these TOS.For more information,
see our full City Directory DMCA Policy at [URL].
22.GENERAL INFORMATION
Entire
Agreement. The TOS constitute the entire agreement between you and Provider
and governs your use of the Service, superseding any prior agreements between
you and Provider with respect to the Service. You also may be subject to
additional terms and conditions that may apply when you use or purchase certain
other Provider services, affiliate services, third-party content or third-party
software.The TOS do not create an
agency, independent contractor, employment or franchise relationship. The section titles in the TOS are for
convenience only and have no legal or contractual effect.
Waiver and
Severability of Terms. The failure of Provider to exercise or enforce any
right or provision of the TOS shall not constitute a waiver of such right or
provision. If any provision of the TOS is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties’ intentions as reflected in the
provision, and the other provisions of the TOS remain in full force and effect.
Non-Transferability.
You agree that your Provider account is non-transferable.
Statute of
Limitations. You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to use of the
Service or the TOS must be filed within one (1) year after such claim or cause
of action arose or be forever barred.
Survival.Sections 3 and 5 through 22 of these TOS
shall survive expiration or termination of these TOS or your right to use the
Service.
