TERMS OF SERVICE
Last Updated – September 15, 2018
CityFront Experience is a platform that provides the ability for citizens, employees and other stakeholders of a smart city to aggregate such smart city’s data and systems in a unified mobile experience through a white-labeled mobile application (the “Application”), any website(s) (collectively, the “Website”), and/or any other digital platform or application accessed by its users (the “Platform” and together with the Application and/or Website, the “CityFront Service”). The CityFront Service is owned and operated by CityFront Innovations, LLC, a Delaware limited liability company (“CityFront”, “we” or “us”).
Your use of the CityFront Service is subject to the terms and conditions set forth in these Terms of Service (the “Terms of Service”).
PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE CITYFRONT SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND TO ALL THE TERMS OF THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE CITYFRONT SERVICE. USE OF THE CITYFRONT SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.
If you are under the age of 18, you represent that you have the consent of a parent or legal guardian to use and access the CityFront Service.
2. Modifications to the CityFront Service. Features of the CityFront Service may be modified/deleted and may be temporarily or permanently suspended at any time, with or without notice. CityFront will not be liable to you or any third party for any modification, suspension, or discontinuance of the CityFront Service.
4. Intellectual Property. You acknowledge that all materials on the CityFront Service, including the Application design, Website design, Platform design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof, and information provided (collectively, “Materials”), are the property of CityFront and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. CityFront authorizes you to view, download and/or print the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of CityFront or the respective copyright owner. In an absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described at the CityFront Service are the sole property of CityFront and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of CityFront and/or its licensors. CityFront reserves the right to enforce its intellectual property rights to the fullest extent of the law.
For the avoidance of doubt, your use of the CityFront Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through the Terms of Service or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the CityFront Service are either the property of CityFront, its affiliates or licensors. CityFront retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by CityFront to you are fully reserved by CityFront, its advertisers and licensors.
Some of the company and product names, logos, brands, and other trademarks featured or referred to within the CityFront Service may not be owned by us, and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, Cityfront Innovations, LLC, the CityFront Service, our products and services, the Application, the Website and/or the Platform.
5. Mobile Participants. You understand and agree that various entities unaffiliated with us make up the “mobile ecosystem” that enables you to access, visit and/or use the CityFront Service via your computer, mobile or other device, including without limitation equipment, hardware and software manufacturers and providers, telephone, mobile, wireless, and Internet network providers and carriers, and sellers or providers of content for use with the CityFront Service. We do not represent, warrant or guarantee that all portions of the CityFront Service, or the CityFront Service as a whole, can be accessed via all mobile or other devices, or via all carriers and service plans or is available in all geographic locations.
6. Third Party Sites. Links provided via the CityFront Service to third party websites and services are provided only as a convenience. If you use these links, you may leave the CityFront Service. CityFront does not control nor endorse any such third party websites. You agree that the CityFront Parties, as defined below, will not be responsible or liable for any content, goods or services provided by such third party websites or for your use or inability to use such third party websites. You will use such links at your own risk. Your interactions with organizations and/or individuals found on or through the CityFront Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You are advised that other websites on the Internet, including third party websites linked from the CityFront Service, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. CityFront expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website.
7. Use of the CityFront Service. You may be required to establish an account in order to use the CityFront Service and/or take advantage of certain features. If so, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the CityFront Service; and (b) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or CityFront has reasonable grounds to suspect that such information is false, inaccurate or outdated, CityFront has the right to suspend or terminate your account.
You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share accounts for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the CityFront Service, including charges resulting from unauthorized use of your account.
You agree to use the CityFront Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the CityFront Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to use the CityFront Service in any manner that interferes with its normal operation or with any other user’s use of the CityFront Service.
You may not do any of the following while accessing or using the CityFront Service: (i) access, tamper with, or use non-public areas of the CityFront Service, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the CityFront Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the CityFront Service to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the CityFront Service, or otherwise creating an undue burden on the CityFront Service.
You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the CityFront Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the CityFront Service.
You further agree that you will not access the CityFront Service by any means except through the interface provided by CityFront for access to the CityFront Service. Creating or maintaining any link from another application to any page at the CityFront Service without the prior authorization of CityFront is prohibited. Running or displaying the CityFront Service, or any information or material displayed via the CityFront Service in frames or through similar means on another website or application without the prior authorization of CityFront is prohibited. Any permitted links to the CityFront Service must comply with all applicable laws, rule and regulations.
CityFront makes no representation that Materials contained, described or offered via the CityFront Service are accurate, appropriate or available for use in jurisdictions outside the United States, or that these Terms of Service comply with the laws of any other country. Visitors who use the CityFront Service and reside outside the United States do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the CityFront Service from any territory where its contents are illegal, and that you, and not the CityFront Parties, are responsible for compliance with applicable law.
8. Communications to You. The communications between you and us usually use electronic means, whether you access, visit or use the CityFront Service, send us messages, or whether we post notices on the CityFront Service or communicate with you via messaging. For contractual purposes, you (a) consent to receive communications from us in electronic form; and (b) agree that all notices, documents, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically, and your agreement to do so applies to all of your interactions and transactions with us.
9. Content. All Content is the sole responsibility of the person who originated such content. You acknowledge that all content transmitted or accessed by you using the CityFront Service, is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You remain solely responsible for all Content that you transmit in connection with the CityFront Service, and you warrant that you possess all rights necessary to provide such Content. We reserve the right to remove any objectionable Content in our sole discretion. You understand that by providing Content publicly in connection with the CityFront Service, you hereby grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such Content (including all related intellectual property rights) in connection with our business.
For purposes of these Terms of Service, the term “Content” includes, without limitation, any information, event, text, reviews, videos, audio clips, comments, information, data, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through the CityFront Service.
10. Termination. You may discontinue access to and participation in the CityFront Service at any time. Upon discontinuance of use/termination for any reason, CityFront may delete all data/information related to user from the CityFront Service.
11. Disputes between CityFront Service Users. If a user of the CityFront Service is unable to fulfill any of its commitments to other users, the users shall work with each other to reach a mutually satisfactory resolution. Please note that it is such user’s responsibility (and not Cityfront Innovations, LLC or the CityFront Service) to issue refunds. We are under no obligation to become involved in disputes between users, or users and any third party. In the event of any dispute, such as a user’s alleged failure to comply with the terms or alleged failure in fulfillment of an event, users should contact the applicable user directly regarding such dispute and/or refund.
12. Features on the Service are Not Necessarily Endorsed by Us. We do not necessarily endorse, support, sanction, encourage, verify, or agree with the comments, opinions, or statements posted, uploaded, transmitted, sent or otherwise made available on or through the CityFront Service, including without limitation in our social, community, and public discussion areas, event listings, or elsewhere, if appliacble. Any Content posted, uploaded, transmitted, sent or otherwise made available on or through the CityFront Service, including advice and opinions, are the views and responsibility of those who post the content and do not necessarily represent our views or the views of our licensors, vendors, and/or service providers. You agree that we and our licensors, vendors, and/or service providers are not responsible, and shall have no liability to you, with respect to any content posted, uploaded, transmitted, sent or otherwise made available on the CityFront Service.
13. Representations. You expressly represent, warrant, and/or acknowledge that:
a. CityFront does not warrant or guarantee the suitability or availability of any Material or Content, including without limitation any events, utilities, products or services, found through the CityFront Service.
b. CityFront does not screen the authenticity or quality of any Material or Content or any provider of Material or Content, including without limitation any events, utilities, products or services found through the CityFront Service.
c. CityFront makes no representations or promises regarding any Material or Content, and that many of the Material or Content provided via the CityFront Service may be owned or licensed by third parties.
d. CityFront is not a party to any transaction between you and any other individual, legal or governmental entity, or municipality. Any dispute shall be resolved between yourself and such individual, entity, or municipality.
e. Any information, including any event data, Materials, or Content on the CityFront Service, including on any Facebook, Instagram or Twitter page, are for informational purposes only.
f. You assume all risk when using the CityFront Service, including all of the risks associated with any online or offline interactions with other users, providers of events, products and services, and from additional fees or charges from your mobile carrier.
g. You are providing and implementing all events in accordance with applicable law, including without limitation the collection of personal data, and are not relying on CityFront for any such advice or counsel regarding applicable law.
14. Warranties, Disclaimers and Limitations of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE CITYFRONT SERVICE IS AT YOUR SOLE RISK. THE CITYFRONT SERVICE AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, CITYFRONT, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “CITYFRONT PARTIES”), 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. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CITYFRONT PARTIES MAKE NO WARRANTY THAT: (I) THE CITYFRONT SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE CITYFRONT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE CITYFRONT SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE CITYFRONT SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE CITYFRONT SERVICE WILL BE CORRECTED.
THE CITYFRONT PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE CITYFRONT SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE CITYFRONT SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE CITYFRONT SERVICE OR BETWEEN A USER OF THE CITYFRONT SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE CITYFRONT SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE CITYFRONT PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CITYFRONT AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE CITYFRONT SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE CITYFRONT PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO CITYFRONT VIA THE CITYFRONT SERVICE FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY CITYFRONT TO YOU IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.
If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
15. Indemnification. You agree to indemnify, defend and hold harmless the CityFront Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the CityFront Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the CityFront Service, your breach of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to the CityFront Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
16. Applicable Law and Jurisdiction. Your use of the CityFront Service is governed by and will be enforced under the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within Texas. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings. Any controversy, claim, suit, injury or damage arising from or in any way related to the CityFront Service or these Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect and before a single arbitrator chosen by CityFront. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. CityFront may seek any interim or preliminary relief from a court of competent jurisdiction in Dallas, Texas necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE CITYFRONT SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
17. Procedure for Notifying the Company of Copyright Infringement. Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information:
a. An electronic or physical signature of a person authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.
b. Identification of the copyrighted work claimed to have been infringed.
c. Information describing where the allegedly infringing material is located on the CityFront Service.
d. Your address, telephone number, and email address.
e. A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
f. A statement by you that the above information in your notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.
The foregoing information may be emailed to email@example.com or mailed to our Copyright Agent at the following address:
Copyright Agent – CityFront Innovations, LLC
550 Reserve St
Southlake, TX 76092
Following receipt of the information listed above, we will remove or disable access to the infringing material and take reasonable steps to notify the user responsible for posting said material. The posting of infringing copyrighted material may result in the termination of user privileges of such user.
18. U.S. Export Controls. The CityFront Service may be subject to United States export controls. No part of the CityFront Service may be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the CityFront Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
19. Miscellaneous. These Terms of Service constitute the entire agreement between CityFront and each user of the CityFront Service with respect to the subject matter of these Terms of Service.
If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.
The failure of the CityFront Parties to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service. You may not assign your obligations or rights hereunder to another entity or individual. You will not participate in a class action or class-wide arbitration for any claims. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. We may transfer, assign or delegate these Terms of Service and its rights and obligations without your consent.
We shall have no liability to you hereunder if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever.
20. Customer Service. If you have any comments or questions regarding these Terms of Service, or wish to report any violation of these Terms of Service, you may contact us at firstname.lastname@example.org.