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City Directory Terms of Service
1. ACCEPTANCE OF TERMS
____________ 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: http://cityamerica.com/pages/customer_tos. 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 http://www.cityamerica.com/pages/privacy. 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. SUSPENSION/TERMINATION
You agree that Provider may, under certain circumstances and without prior notice, immediately suspend/terminate your account, any associated email address, and access to the Service. Cause for such suspension/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, (h) nonpayment of any fees owed by you in connection with the Services.
You agree that all suspensions/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 suspension/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 http://cityamerica.com/pages/customer_DMCA.
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.
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