Terms of Use

Last Updated:5/24/18

Please review these Terms of Use (the “Terms”) carefully before using CityGrows Software, Inc. and its subsidiaries (“CityGrows”) websites and services. By accessing, browsing or using these websites or services, you fully acknowledge that you have read, understood and agree to abide by these Terms and comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use CityGrows websites and services, including but not limited to CityGrows Forum, the CityGrows Public Portals, and CityGrows Web Services. These Terms control your use of the websites and services, any content (such as text, data, information, software, graphics or photographs) that CityGrows may make available through the websites (collectively, “Materials”) and any services that CityGrows may provide through the websites (collectively, “Services”). The websites, Materials and Services are referred to in these terms collectively as the “CityGrows Websites.”

CityGrows, Inc. (herein after “We”, “Us”, “Our”, or “CityGrows”) runs the websites citygro.ws along with go.citygro.ws (“citygro.ws” or “Website” or “System”) and the products and services owned by CityGrows (“Services”). CityGrows is located at 1654 Micheltorena St. Los Angeles, CA 90026. By using CityGrows’ Services you are agreeing to the terms described below. These Terms grant you a non-exclusive, limited, non-transferable, freely revocable license to use the Websites and the Services, including all updates and upgrades, subject to your compliance with all of the Terms. If you have any questions regarding the Terms please contact us at [email protected].

The CityGrows Platform and our Clients and Users

CityGrows is a technology platform built for local governments and organizations ("Clients," or "governments"), designed to improve the experience of interacting with public services by transitioning paper processes to digital formats and increasing public access to information about how government works. Governments' and organizations' constituents ("Constituents" or "Users") access our Clients' processes and operations via the CityGrows site. CityGrows hosts the Websites, Services, and Client Data in a Cloud-hosted, secure Internet accessible environment, currently on Amazon Web Services. By creating an account on the CityGrows platform, you represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you do not agree to the Terms, you are not authorized to use any Services. If you are an individual who is entering into these Terms on behalf of an entity (a government or organization), you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you,” and “your” applying to you, that entity, and other users accessing the Services on behalf of that entity. CityGrows reserves the right to verify the accuracy of any Client or User account information.

Credit Card Processing Policies

The Website and Services include the incorporation of on-line payments to through an approved Third Party Merchant. CityGrows intends to process credit card payments by using Stripe, a Third Party Merchant that uses Third Party Technology. CityGrows may elect to use a different Third Party Merchant in the future. CityGrows owns the Stripe merchant account and provides a subaccount to each Client account through the software subscription. All transactions, disputes, chargebacks, and refunds will be visible at all times to the Clients through the System’s financial reporting function.For each on-line transaction, CityGrows agrees that all on-line payments to governmental Clients by any User through the System (less Credit Card Processing Fee), along with all interest accrued thereon (if any), shall be received by the government no later than the 1st calendar day of the following month of such transaction, unless otherwise configured by the City.

For all credit card processing services provided by CityGrows through its Third Party Merchant, Clients agree that a credit card processing fee ("Credit Card Processing Fee") in the amount of 5.2% plus $0.30 for each on-line transaction by a Third Party User utilizing the System will be charged. It is at the discretion of each government user for each process whether the Credit Card Processing fee will be absorbed by the government or passed on to its users. CityGrows retains the right to change the processing fee and Third Party Merchant or Technology at its discretion, and will provide notice to Clients in the event of changes or updates.

CityGrows (via the Stripe merchant account) will be responsible for handling and conveying information regarding all chargebacks and disputes to its government clients. If a payment is disputed, CityGrows will automatically deduct the disputed amount and a chargeback fee of $15.00 per dispute from the government’s account. If the government wins the dispute, CityGrows will deposit the amount back into the government’s bank account on the following day. CityGrows will notify governments immediately if any dispute occurs.

Limitations of Support

Clients access the CityGrows platform by using their own hardware, operating systems, and networks. CityGrows will not be obligated to provide any support required as a result of, or with respect to, User's or Client’s operating systems, networks, hardware, or related equipment of User, Client or Client’s or any of its Affiliates’, use of the System.

System maintenance

CityGrows will maintain and continue to support the current level of functioning of its System and Cloud-hosted platform, and the effective function of all processes created by its Clients for a minimum of two years after the inauguration of a new government process on its platform. Users will continue to have access to Clients' processes during the same time period.

CityGrows Proprietary Rights

CityGrows owns all right, title and interest including all Proprietary Rights in and to, or related to the Websites, Software, Custom Software, and System, including all software programs contained therein. The CityGrows name, the CityGrows logos, and the product names associated with the System are trademarks of CityGrows, and no right or license is granted with respect to their use. The System may contain intellectual property belonging to third parties. All such intellectual property is and shall remain the property of its respective owners. Except for the limited rights expressly granted herein, all right title and interest in and to the Websites, Software and System are reserved by CityGrows, and, except as expressly granted herein, nothing contained in these Terms of Use shall be construed as conferring any right, title, interest or license with respect to the Software, or System upon users, by implication, estoppel or otherwise. CityGrows shall have an unlimited right to incorporate into any updates, upgrades, or modifications to the Websites, Software, Custom Software, and the System rendered through the use of thereof all suggestions, ideas, enhancement requests, feedback, recommendation or other information provided by the Clients or any User relating to the System. Such Software and System, as updated, upgraded, or modified, shall be owned by CityGrows as provided in this Section. Nothing in this Section shall affect the ownership by governments of any and all Data as provided below or other Client proprietary information.

Client Data

Clients (governments and organizations) shall own all right, title and interest in and to the Data submitted via their processes on the platform, which shall never be deemed to be Website, Software or System, even if delivered or incorporated therewith. CityGrows will have a non-exclusive, royalty-free and worldwide license to use, for any purpose in CityGrows sole discretion, Client Data collected through the System, provided that, prior to any such use, such Client Data must be aggregated and will exclude any and all personally identifiable information.

Insurance

CityGrows maintains appropriate General Business Liabiltiy, Workers’ Compensation, and Technology Errors and Omissions insurance, and will do so for the duration of our provision of the Services to Clients.

Disclaimers

Client and User account holders acknowledge and agree that the service is a tool to be used by Clients in the course of business operations. The Websites and Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. CityGrows is not responsible for any delays, delivery failures, or other damage resulting from such problems outside of its reasonable control. No CityGrows agent or employee is authorized to make any expansion, modification, or addition to this limitation and exclusion of warranties.

Modification

These Terms are 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 posting notice of the changes on our Site. 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 these Terms 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. These changes will be effective immediately for new users of the Services. Continued use of our Services 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.

Privacy

CityGrows is committed to responsibly handling the information and data we collect through our Services in compliance with our Privacy Policy, which is incorporated by reference into these Master Terms. Please review our Privacy policy for information on how We use and protect your data and personally identifying information.

Your CityGrows Account

In order to use certain features of the Site, 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. Administrative (government) users are able to export data gathered through processes created on the CityGrows platform at any time. CityGrows reserves the right to retain information on its platform indefinitely, although you may request that information you submitted or you account no longer be publicly visible. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. In order to use our Services, you may be required to sign up for an account, and to select a password and user name ("User ID"). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not use another person's name with the intent to impersonate that person. For administrative accounts, you promise to provide us with accurate, complete, and updated registration information about your organization/ local government entity. You must immediately notify CityGrows of any unauthorized uses of account or any other breaches of security. CityGrows will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. CityGrows will notify you if it becomes aware of suspicious activity or suspects your passwords have been compromised in accordance with our Data Breach policy.

You will not share your account or password with anyone and you must protect the security of your account and your password. You're responsible for any activity associated with your account. The Services are intended for adults, but children 13 or older may use the Services with permission from a parent or guardian, provided that your parents have agreed to these Terms on your behalf.

You must follow all applicable laws in your use of the Services, including applicable export and re-export control laws and regulations. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law. The Services are provided by a U.S. company. We may suspend or terminate services if you do not follow our Terms, and customers removed by CityGrows may not be allowed any future access to the Services.

Termination

You are free to terminate your Services account at any time by shutting down your account yourself or contacting us at [email protected] Unless you have a separate agreement with CityGrows specifying otherwise, CityGrows is free to terminate or suspend access to your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. CityGrows has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any warranty disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Acceptable Use Policy

You agree not to use the Site to collect, upload, transmit, display, or distribute any User 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.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site 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 Site 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 Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site 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).

You will not and will not permit any third party, as solely determined by CityGrows, to: (a) use CityGrows Software and Services in violation of others’ rights (including Intellectual Property Rights); (b) engage in or promote gambling, pornography, or illegal activities; (c) circumvent or violate the restrictions of CityGrows Websites; (d) reverse engineer, decompile, or otherwise attempt to derive source code from the CityGrows Websites, unless we make the source code publicly available; and/or (e) disable, interfere with, disrupt, or circumvent any aspect of the CityGrows Websites. You must ensure that any of your users comply with the Terms, and you agree that if you become aware of any violation by one of your users, you will terminate that user’s access immediately.

Links to Third Party Sites

The CityGrows Websites may contain links to third-party websites, which are provided solely for your convenience and information. Accessing these links will cause you to leave the CityGrows Websites. CityGrows does not endorse or make any representations about such third party websites, and CityGrows is not responsible for the accuracy, reliability, and suitability of any information, data, opinions, advice or statements made on those websites. CityGrows does not control those websites and holds no responsibility over the contents of any third-party websites, any links contained in third-party websites, or any modifications or updates made to third-party websites. Further, CityGrows shall not be held liable for any losses or damages incurred by users of these third-party websites. Please note that access and usage of these linked third-party websites, including any materials, information, services and products described or provided therein, is made solely at your own risk and discretion. The personal information you choose to provide to unrelated third parties is not covered by the CityGrows Privacy Policy posted at https://citygro.ws/privacy

Electronic Communications

When you visit the CityGrows Websites or send e-mails to CityGrows, you are communicating with CityGrows electronically. We may respond to you by e-mail or by posting notices on the CityGrows Websites. You agree that all such notices, disclosures and other communications that CityGrows provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that we will be free to use any communication you provide for any purpose. You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise use the communication without restriction in any manner now known or in the future conceived and to make, use, sell, offer to sell, import and export any product or service that incorporates or is based in whole or in part on the communication.

Disclaimer

The site is provided on an “As-is” basis and CityGrows, to the extent provided by law, expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including without limitation the warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty that the Services will meet your requirements, will be available on an uninterrupted, timely, secure, error-free basis, or will be accurate, legal, reliable, complete, or safe.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CITYGROWS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF CITYGROWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CITYGROWS IS NOT RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON OR AVAILABLE THROUGH THE SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.

Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

In no event will CityGrows, or its suppliers or licensors, be liable with respect to any subject matter of these Terms under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to CityGrows under this agreement during the twelve (12) month period prior to the cause of action. CityGrows shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Copyright Infringement and DMCA Policy

As CityGrows asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on citygro.ws violates your copyright, you are encouraged to notify CityGrows in accordance with CityGrows Digital Millennium Copyright Act (“DMCA”) Policy. CityGrows will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. CityGrows will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of CityGrows or others. In the case of such termination, CityGrows will have no obligation to provide a refund of any amounts previously paid to CityGrows.

United States Government Rights

All CityGrows products and publications are commercial in nature. The software, publications and software documentation available on the CityGrows Websites are “Commercial Items,” as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), and used in 48 C.F.R. §12.211, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19 and other relevant sections of the Code of Federal Regulations, as applicable, CityGrows’s publications, commercial computer software and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation and the terms and conditions herein.

General Representation and Warranty

You represent and warrant that (i) your use of the Service will be in strict accordance with the CityGrows Privacy Policy, with these Terms of Use, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

Removal

CityGrows may, but is not obligated to, review Your Content and may delete or remove Your Content (with or without notice) from any of the Services in its sole discretion.

Indemnification

You agree to indemnify and hold CityGrows (and its officers, employees, and agents) harmless, including costs and attorney's’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your Client or User Content. CityGrows 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 CityGrows. CityGrows will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Choice of Law

The Terms are governed by the substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Citygrows that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction in Los Angeles County, California.

If you are an authorized agent of a government or intergovernmental entity using the Services in your official capacity, including an authorized agent of the federal, state, or local government in the United States, and you are legally restricted from accepting the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For any such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding its choice of law rules).

Severability

If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Release

You hereby release and forever discharge the CityGrows (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 Site (including any interactions with, or act or omission of, other Site users 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.”

Ownership

Excluding any Client Data or User Content as described above that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by CityGrows or CityGrows suppliers. Neither these Terms (nor your access to the Site) 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. CityGrows and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms

Force Majeure

In the event that either party is prevented from performing or is unable to perform any of its obligations under these Terms due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, unavailability or interruption of telecommunications equipment or networks, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.

No agency relationship

The parties agree that no joint venture, partnership, employment, or agency relationship exists between Clients or Users and CityGrows as a result of the Terms or from your use of any of the Services.

No waiver

Either party’s failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.