CityGrows, Inc. Terms of Service

CityGrows, Inc. (herein after “We”, “Us”, “Our”, or “CityGrows”) runs the website citygro.ws (“citygro.ws” or “Website”) and the products and services owned by CityGrows (“Service”). CityGrows is located at 411 S Main St #201, Los Angeles CA 90013.. CityGrows Services include CityGrows customer portal and the citygro.ws website. By using CityGrows’s 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 Services, subject to your compliance with all of the Terms. If you have any questions regarding the Terms please contact us at contact@citygro.ws.

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

Please review our Privacy policy for information on how We use and protect your data

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. You may delete your Account at any time, for any reason, by following the instructions on the Site. 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. 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.

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 contact@citygro.ws 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).

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

In no event will CityGrows, or its suppliers or licensors, be liable with respect to any subject matter of this agreement 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.

Intellectual Property

This Agreement does not transfer from CityGrows to you any CityGrows or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with CityGrows . CityGrows, citygro.ws, the CityGrows logo, and all other trademarks, service marks, graphics and logos used in connection with CityGrows, or the Website are trademarks or registered trademarks of CityGrows or CityGrows licensors. Your use of the Website grants you no right or license to reproduce or otherwise use any CityGrows trademarks.

Website Use

Please read our Terms of Use carefully regarding the use of Our website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of CityGrows Terms of Use. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. You can access our Terms of Use here: Terms of Use

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 this Agreement 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.

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 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, unless submitted to arbitration as set forth in the following paragraph

Arbitration

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 the Terms. 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. 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.

Severability

If any part of this Agreement 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 this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Assignment

You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; CityGrows may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

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 User Content 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

Miscellaneous

This Agreement constitutes the entire agreement between CityGrows and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of CityGrows,, or by the posting by CityGrows of a revised version.