icitizen Terms of Service Agreement
Last revised on: August 31, 2016
The website located at icitizen.com (the “Site”) and mobile application (the “Application”) are the copyrighted work of icitizen Corporation (“Company”, “us”, “our”, and “we”). Certain features of the Site, Application and Services (as defined below) may be subject to additional guidelines, terms, or rules, which will be posted on the Site or within the Application in connection with such features. All such additional terms, guidelines and rules are incorporated by reference into this Agreement.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION (SECTION 11.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1.1 Account Creation. In order to use certain features of the Site and Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may disable your Account at any time, for any reason, by following the instructions on the Site. If you disable your Account, Company shall have the right to continue to use any User Generated Content (as defined below); provided such User Generated Content does not identify you or contain any personally identifiable information. Company may suspend or terminate your Account in accordance with Section 9.
1.2 Access Through a SNS. If you access the Services through a social networking service (“SNS”) as part of the functionality of the Site, the Application and/or the Services, you may link your icitizen Account with your third-party SNS accounts (each, a “Third-Party Account”), by allowing the Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers. You acknowledge and agree that, by granting us access to any of your SNS accounts, we may access, make available and store any information, data, text, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and/or stored in your third-party accounts relating to your use of our Services (collectively, “SNS Content”). Please note that if a third-party account or associated service becomes unavailable or our access to such third-party account is terminated by the third-party service provider, then the SNS Content for that third-party service may no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIPS WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY AND ALL LIABILITY FOR INFORMATION THAT MAY BE PROVIDED BY SUCH THIRD-PARTY SERVICE PROVIDERS.
1.3 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Access to the Service
2.1 License. Subject to this Agreement, Company grants you a nontransferable, nonexclusive, revocable, limited license during the Term to: (i) use and access the Site solely for your own personal, noncommercial use; and (ii) download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
2.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, Application, the Services, or the information and content available on the Website and in the Application and Services, including any surveys, polls or questionnaires that are created by Company, and the results and analysis of such polls (collectively, the “Company Properties”), whether in whole or in part; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Company Properties; (c) you shall not access the Company Properties in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Company Properties shall be subject to this Agreement. All copyright and other proprietary notices on the Company Properties (or on any content displayed on the Company Properties) must be retained on all copies thereof.
2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Company Properties (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Company Properties or any part thereof.
2.4 Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Company Properties, unless you have subscribed for and paid for products or services through your Account that include such support or maintenance services. To the extent you have paid for products or services that include support or maintenance services, you will receive the support and maintenance consistent with the support levels and/or support terms described for the product(s) or service(s) you have purchased (as described in the item’s description).
2.5 Third Party Software and Open Source Software. The Services may utilize, contain, or otherwise use certain third party software (collectively, the “Third Party Software”). Third Party Software may be subject to additional licensing terms, which Company may deliver or make available from time to time to you, which are incorporated herein by reference, and which supersede any contradictory terms in this Agreement. Certain items of Third Party Software delivered as part of the Services are “open source” or “free software” licenses (“Open Source Software”). The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. To the limited extent that the Open Source Software licenses expressly supersede this Agreement, the open source licenses govern your agreement with Company for the use of the components of the Services released under an open source license.
2.6 Duration of Access. You agree that Company, in its sole discretion, may immediately terminate your access to the Site, Application, or Services at any time, for any reason. Upon termination or expiration of your access to the Services, you will no longer have the right to access or retrieve your User Generated Content or SNS Content through the Site, Application or Services. YOU AGREE THAT COMPANY WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE, APPLICATION, OR SERVICES, OR DELETION OF YOUR USER CONTENT AND/OR SNS CONTENT.
2.7 Payment Terms. From time to time, Company may offer products or services that you can purchase and access through the Site or Application. If you order a service or product through the Site or Application, or via offline service request process, you agree to pay the then-current applicable fee as provided by Company. We will automatically bill your credit card submitted in placing the order on the date of your order. All payments are non-refundable. You hereby authorize us to bill your credit card as described above. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies, or duties.
3. User Generated Content
3.1 User Generated Content. “User Generated Content” means any and all information and content that a user submits to, or uses with, the Site, Application or Services, including but not limited to content in the user’s profile or postings, any photos or videos that are posted, as well as any issues, surveys, polls or questionnaires that a user creates through the Services (“User Poll”), any responses to any User Poll, and any third-party data or information that a user who has access to premium features of the Services submits to Company through the Site, Application or Services to supplement or analyze any User Poll results (“User-Provided Third Party Data”). You are solely responsible for your User Generated Content. You assume all risks associated with use of your User Generated Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Generated Content that personally identifies you or any third party. You hereby represent and warrant that your User Generated Content does not violate our Acceptable Use Policy (defined in Section 3.2). You may not represent or imply to others that your User Generated Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Generated Content, you may expose yourself to liability if, for example, your User Generated Content violates the Acceptable Use Policy. Company is not obligated to backup any User Generated Content, and your User Generated Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Generated Content if you desire.
3.2 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Company Properties to collect, upload, transmit, display, or distribute any User Generated Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit or distribute to or through the Company Properties any computer viruses, worms or any software intended to damage or alter a computer system or data; (ii) send through the Company Properties unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Company Properties to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Company Properties (or to other computer systems or networks connected to or used together with the Company Properties), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Company Properties ; (vi) use software or automated agents or scripts to produce multiple accounts on the Company Properties, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Company Properties (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Company Properties for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); (vii) conduct or promote illegal activities while using the Site, Application or Services; (viii) use the Site, Application, or Services to stalk, harass, or harm another individual; (ix) replicate the Services, in whole or in part, or use the Services to develop or offer a similar competitive website, application, product or service; or (x) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
3.3 Enforcement. We reserve the right (but have no obligation) to review any User Generated Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Generated Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
3.4 Feedback. If you provide Company with any feedback or suggestions regarding the Company Properties (“Feedback”), you hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicenseable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Company Properties. Company will treat any Feedback you provide to Company as non-confidential and nonproprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
3.5 Aggregate Data. When you provide us with information and data by responding to surveys, questionnaires, or polls through our Services (“Poll Data”), you acknowledge and agree that Company has the right to create and compile Aggregate Data based on such Poll Data, including insights, analysis, and statistics, for Company’s business purposes. “Aggregate Data” means aggregated statistics and/or data created or derived by Company from Poll Data or Company’s provision or your use of the Service; provided, however, that such Aggregate Data will not identify you individually. Company will own all right, title, and interest in and to the Aggregate Data, which Company retains the right to use for any purpose in Company’s sole and absolute discretion.
4.1 Company Properties. Excluding any Third Party Services, Third Party Data, User Generated Content, or SNS Content that you may provide, and any Third Party Software (including any Open Source Software), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks and trade secrets, in the Company Properties are owned by Company or Company’s suppliers. Neither this Agreement (nor your access to the Company Properties) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.
4.2 User Generated Content. All intellectual property rights, including copyrights, patents, trademarks and trade secrets in the User Generated Content are owned by you. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Generated Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Generated Content in the Site, Application and Services, and for Company’s business purposes; provided, however, no personal information is publicly disclosed. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Generated Content.
4.3 Purchased Content. In the event you purchase premium access to the Services, subject to payment of the relevant fees, you will have access to additional features and functions of the Services that allow you or Company to create surveys, polls or questionnaires on your behalf (“Purchased Content”). All intellectual property rights, including copyrights, patents, trademarks and trade secrets in and to the Purchased Content are owned by you. You hereby grant to Company an irrevocable, non-exclusive, royalty-free, fully paid, worldwide license to reproduce, distribute, publicly display, and perform, prepare derivative works of, incorporate into other works, compile and aggregate with other data collected through the Services, and otherwise use and exploit the Purchased Content, and to grant sublicenses of the foregoing rights, solely for the purposes of providing you the Services and for Company’s business purposes; provided, however, no personal information is publicly disclosed. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Purchased Content you create.
4.4 Poll Results. You acknowledge and agree that the results and analysis of any User Polls are owned by Company. To the extent you purchased premium access to the Services, you may be entitled to receive a report setting forth the results of any Purchased Content created through the Services (“Results Report”). Subject to full payment of any fees required for the purchase of the Results Report pursuant to the access level you have purchased, you may own the Results Report. To the extent you own the Results Report, you grant to Company an irrevocable, non-exclusive, royalty-free, fully paid, worldwide license to reproduce, distribute, publicly display, and perform, prepare derivative works of, incorporate in other works, compile and aggregate with other data collected through the Services, and otherwise use and exploit the Results Report, and to grant sublicenses of the foregoing rights, solely for the purposes of providing you the Services and for Company’s business purposes; provided, however, no personal information is publicly disclosed. Other than User-Provided Third Party Data that you provide, none of the foregoing is meant to grant to you any right, title or interest in or to any data, information or intellectual property underlying or otherwise related to the Results Report, including any Respondent Data or Third Party Data, which, as between you and Company, shall be owned by Company.
4.5 Appended Third Party Data. All information and content submitted by users in responding to a poll, survey, or questionnaire through the Site or Application (collectively, “Respondent Data”) may be subject to augmentation by data obtained by Company from third-party sources (“Third Party Data”) as part of the data aggregation process. You shall not have any right, title or interest in or any such Third Party Data.
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Company Properties, (b) your violation of this Agreement, (c) your violation of applicable laws or regulations or (d) your User Generated Content or SNS Content, or (e) your interactions with other users to or through the Services. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6. Third-Party Services; Other Users
6.1 Third-Party Links & Ads. The Site and Application may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”), and/or may offer certain services provided by third parties (“Third Party Services”). Such Third-Party Links & Ads and Third Party Services are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads or Third Party Services. Company provides access to these Third-Party Links & Ads and Third Party Services only as a convenience to you and to enhance our Services, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads or any Third Party Services. You use all Third-Party Links & Ads and Third Party Services at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads or use any Third Party Services, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads or Third Party Services.
6.2 Other Users. Each user of the Company Properties is solely responsible for any and all of its own User Generated Content. Because we do not control User Generated Content, you acknowledge and agree that we are not responsible for any User Generated Content, including Respondent Data, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User General Content. Your interactions with other users of the Company Properties are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Company Properties, we are under no obligation to become involved.
6.3 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that the Terms are between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Company Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Company Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Company Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce it.
6.4 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Company Properties (including any interactions with, or act or omission of, other users of the Company Properties or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
THE COMPANY PROPERTIES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SYSTEM INTEGRATION, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE COMPANY PROPERTIES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
COMPANY MAKES NO WARRANTY THAT THE SITE, APPLICATION, AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE, APPLICATION, AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, APPLICATION, OR SERVICES, OR THAT DEFECTS IN THE SITE, APPLICATION, OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE, APPLICATION, OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR HARDWARE, OR ANY LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
COMPANY DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, TIMELINESS AND COMPLETENESS OF ANY INFORMATION AVAILABLE ON THE SERVICES, INCLUDING IN EMAILS OR THROUGH MESSAGING CONVERSATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Limitation on Liability
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR COMPANY’S SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE COMPANY PROPERTIES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE COMPANY PROPERTIES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
8.3 WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS LICENSORS OR SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
8.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO NEW JERSEY USERS OF THE SERVICE: COMPANY DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY NEW JERSEY LAW.
9. Term and Termination.
Subject to this Section, this Agreement will remain in full force and effect while you are authorized to use the Company Properties (“Term”). We may suspend or terminate your rights to use the Company Properties (including your Account) at any time for any reason at our sole discretion, including for any use of the Company Properties in violation of this Agreement. Upon termination of your rights under this Agreement, your Account and right to access and use the Company Properties will terminate immediately. You understand that any termination of your Account may involve deletion of your User Generated Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of your User Generated Content. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 11.
10. Copyright Policy
Company respects the intellectual property of others and asks that users of our Site, Application and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Company is: Octavia Gear
Designated Agent: Octavia Gear
Address of Agent:615 Main St, Suite 127 Nashville, TN 37206
11.1 Changes. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site or within our Application. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site or within our Application. These changes will be effective immediately for new users of our Site and Application. Continued use of our Site or Application following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
11.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 800 6th Ave. S., Nashville, Tennessee 37203. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Davidson County, Tennessee, for such purpose
11.3 Export. The Company Properties may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. By using the Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
11.4 Disclosures. Company is located at the address in Section 11.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11.5 Electronic Communications. The communications between you and Company may be made by electronic means, whether you use the Site, Application, or Services, or send us emails, or whether Company posts notices on the Site, Application, or Services, or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
11.6 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site, Application and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
11.7 Copyright/Trademark Information. Copyright © 2017 Citizenengine, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Company Properties are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
11.8 Contact Information:
Address:615 Main St, Suite 217
Nashville, Tennessee 37206