CITY TORCH TERMS OF SERVICE AGREEMENT
1.Introduction and General Terms
1.This Terms of Service Agreement (hereinafter “Agreement”) is a binding legal contract that applies to everyone who visits this website (“Site”), uses any of the services or software that are provided or made available through the Site (“Services”), or posts or otherwise contributes Content to the Site, as further defined and described below. Your use of the Site and Services is subject to both your right and your ability to enter into a binding legal agreement with City Torch, Inc. (“City Torch”). By accessing the Site or using any Services or contributing any Content, you are agreeing to be bound by the terms of this Agreement. If you cannot or do not agree to these terms, you may not use the Site or Services.
2.City Torch reserves the right to update and/or modify this Agreement, as well as the Site and Services, at any time. You may review the most current version of this Agreement at any time at _citytorch.com. Each such update or modification shall be effective immediately. You should refer to this Agreement and visit the Site on a regular basis to insure that you are aware of any modifications to the terms of this Agreement, or to the Site or Services. Your continued access to and/or use of the Site or Services after an update or modification, whether of the terms of this Agreement or of the Site or Services, constitutes your acceptance thereof.
1.As consideration of your access to and use of the Site and Services, you represent that you are of legal age to form a binding, legally-enforceable contract and are not barred from using the Site or Services under any applicable law. In connection with registering as a user of the Site and Services, you agree that you will not provide any false personal information nor create an account for anyone other than yourself without that person’s express permission. You agree that you will not use the Site or Services if you are under 13.
2.If you provide any information that is inaccurate, false, or incomplete, or if City Torch has reasonable grounds to suspect such information is inaccurate, false, or incomplete, City Torch may suspend or terminate your account and refuse any current or future use of the Site or Services. City Torch likewise reserves the right to remove or reclaim any username selected by you in the registration process if City Torch, in its sole discretion, believes it appropriate, including but not limited to instances in which a trademark owner complains about the use of a username on the grounds that the username is confusingly similar to the trademark owner’s mark and/or where a username is the name of another person.
1.As used in this Agreement, the term “Content” includes, but is not limited to, text, software, graphics, photos, music, video, audiovisual works, or any combination thereof. You are responsible for your use of the Site and Services and for any Content that you post or display on the Site or through use of the Services, including any and all consequences thereof. The Content you submit or post will be viewable to other users. You may refer to your account settings <http://twitter.com/settings/account> page to control who can see your Content. You should submit or post only Content that you are comfortable sharing with and being viewed others.
2.All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. City Torch may or may not monitor or control or screen Content posted and does not take responsibility for such Content. Any use of or reliance upon any Content posted on the Site or through use of the Services is at your own risk. City Torch does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted on the Site or through use of the Services, nor does it endorse any opinions that may be expressed. In addition, by using the Site and Services, you may be exposed to Content that you may consider offensive, harmful, inaccurate, mislabeled or mischaracterized, or deceptive. City Torch shall not be responsible under any circumstances for any Content, errors or omissions in any Content, or losses or damages of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the Site or through use of the Services.
3.In addition, the Site may contain hyperlinks to other websites over which City Torch has no control. You understand and agree that City Torch is not responsible for the availability of any other sites or resources, and that City Torch does not endorse any goods or services that may be available from such web sites or resources. You further understand and agree that City Torch is not and shall not be liable for any loss or damage which may be incurred by you as a result of the availability of any third-party website or as a result of your reliance on the completeness, accuracy or existence of any goods or services that are advertised on, or available from, such web sites or resources.
4.You retain your rights in any Content submitted or posted on the Site or through use of the Services. However, by submitting, posting or displaying Content on the Site or through use of the Services, you grant to City Torch a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods now known or later developed anywhere in the world. You understand and acknowledge that any additional uses of the Content that you submit, post, transmit or otherwise make available on the Site or through use of the Services that made by City Torch or its licensees shall be without compensation paid to you.
1.City Torch expects all users of the Site and Services to respect the rights of others, whether they are users of the Site or third parties, and to conduct themselves in a way that does not interfere with the proper functioning and enjoyment of the Site. To that end, you may not do any of the following while accessing or using the Site or the Services: (a) upload, post, transmit or otherwise make available any Content that violates the law or the legal rights of third parties or that is threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of privacy, hateful, or racially or ethnically objectionable; (b) tamper with, or use non-public areas of the Site, City Torch’s computer systems, or its technical delivery systems; (c) bypass any measures utilized by City Torch to prevent or restrict access to the Site or the Services; (d) probe, scan, or test the vulnerability of any system or network; (e) interfere with or disrupt the access of any user, host or network, including, without limitation, by taking or attempting any action that would disable, overburden, or impair the proper working of the Site or impede the provision of the Services; (f) upload viruses, bugs, Trojan horses, or any other malicious code; (g) impersonate any other person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; or (h) upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or contract or other legal relationship.
2.In addition to all of the above, and as further described in Section 7 hereof, you agree that you shall not take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on the Site or through use of the Services that infringes upon any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty.
1.City Torch may, in its sole discretion, terminate your access to all or any part of the Site or Services, without cause and without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your prior use thereof. You understand and agree that any termination or suspension of service or access to your account (or any part thereof) shall be in City Torch’s sole discretion and that City Torch shall not be liable to you or any third party for such termination or suspension.
2.If you wish to terminate your account with City Torch, you may do so by following the instructions provided on the Site. Any fees, if any, paid in connection with your use of the Site or Services are non-refundable.
7.Intellectual Property Rights
1.The City Torch™ trademarks, service marks, and other City Torch logos, products and service names are trademarks of City Torch, Inc. (“CT Trademarks"). Except as otherwise permitted by law, you agree not to display or use the CT Trademarks without the prior written consent of City Torch. In addition, you acknowledge and agree that content contained in advertisements or information presented to you through the Site or Services may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws that are the property of third parties. You agree that you will not modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or Services, or any Content posted or made available to you thereon, without the express written consent of City Torch or, as applicable, its advertisers or other third-party owners thereof.
2.City Torch respects the intellectual property of others and requires that the users of the Site and Services do the same. You agree that City Torch may, in its sole discretion, remove or prevent access to material that infringes on the intellectual property rights of others and terminate access to the Site of users who infringe upon such rights. City Torch shall respond to all notices of alleged copyright infringement that comply with applicable law and that are properly and timely provided to City Torch. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide the information to City Torch at the address provided below: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. The designated copyright agent of City Torch for the purpose of such notice is: Nicholas Fuller.
1.You expressly agree and understand that your access to and use of the Site, Services or any Content posted or displayed through use of same is at your own risk. You further agree and understand that the Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, and to the full extent permitted by applicable law, CITY TORCH AND ITS PARTNERS, AFFILIATES COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. City Torch makes no warranty and disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Site, Services and Content, or of any other sites linked to the Site. You understand and acknowledge that City Torch shall not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, Services, or Content, and that shall have no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications. City Torch makes no warranty whatsoever that the Site or Services will meet the requirements of any user or be available on an uninterrupted, secure, or error-free basis.
2.In addition, City Torch does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site or use of the Services, or for any other services that are hyperlinked or featured in any advertising. City Torch will not be a party to nor otherwise responsible for monitoring or otherwise taking party in any transaction between you and any third-party provider of goods or services that is facilitated, in whole or part, through use of the Site or Services.
1.You agree to defend, indemnify, and hold harmless City Torch, its partners or affiliates, and each of their respective officers, directors, employees, agents and representatives from and against all losses, claims, causes of action, damages, costs and expenses (including reasonable legal costs), or any other liabilities arising from or relating in any way to (a) your use or misuse of, or access to, the Site or Services; (b) any Content that you submit, post, transmit, modify or otherwise make available through the Site or Services; (c) any violation of this Agreement; or (d) any infringement by you or any third party using the your account of any intellectual property or other right of any third person or entity, except to the extent that a court of competent jurisdiction holds that such indemnity obligation arose due solely to some act or omission of City Torch. City Torch shall have the right, but not the obligation, to assume the exclusive defense and control of any matter subject to the indemnification obligations by you set forth herein, in which event you agree to cooperate with City Torch and its counsel in asserting any available defenses.
10. Limitation of Liability
YOU EXPRESSLY AGREE AND UNDERSTAND THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CITY TORCH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES (EVEN IF CITY TORCH HAS BEEN ADVISED OF SUCH), RESULTING FROM (A) ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE OR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY USING THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SITE OR SERVICES; AND (D) UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF ANY CONTENT OR OF THE SITE OR SEVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF A REMEDY DESCRIBED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
11. Exclusions and Limitations
Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations set forth herein may not apply to you.
12. General Conditions
1.This Agreement constitutes the entire legal agreement between you and City Torch, and supersedes any prior version of this Agreement between you and City Torch.
2.The failure of City Torch to exercise or enforce any right or remedy contained in this Agreement or under applicable law shall not constitute a formal waiver of City Torch’s rights.
3.All provisions of this Agreement which, by their nature or purpose, should survive termination shall survive termination. These include, without limitation, any provisions concerning the ownership and use of intellectual property, disclaimer of warranties, indemnity, and limitations of liability.
4.This Agreement, your relationship with City Torch, and your use of the Site and Services shall be governed by the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. You agree that any dispute, claim, cause of action or any other legal matter arising out of this Agreement or from your use of the Site or Services shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction located in Shelby County, Tennessee and you irrevocably waive any objection you may otherwise have to the personal jurisdiction of such courts over you. In addition, you agree that City Torch may seek injunctive relief in any jurisdiction as is necessary to preserve its rights in an urgent matter.
5.If any court having jurisdiction rules that any provision of this Agreement is invalid or otherwise unenforceable, you and City Torch nevertheless agree that the court should give effect to the parties’ intentions in that provision and that all other provisions of this Agreement shall remain valid and enforceable.
6.While City Torch may, in its discretion and for the convenience of users, translate this Agreement into other languages, the English version thereof shall govern your relationship with City Torch. To the extent there are any inconsistencies between the English language version of this Agreement and any translation, the English language version shall control.
7.This Agreement shall be binding and enforceable on City Torch and any parent, subsidiary, affiliated company, successor or assign, and upon you individually. You agree that your account and your right use of the Site and Services are non-transferrable and terminate upon your death. Except as otherwise provided herein, there shall be no third party beneficiaries to this Agreement.
8.You agree that, irrespective of any law to the contrary, any claim or cause of action arising out of your use of the Site or Services, or in any manner related to the Content, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Please report any violations of this Terms of Service Agreement to City Torch at firstname.lastname@example.org.
LAST UPDATED: April 20, 2012