USER TERMS

Last Modified: July 18, 2017

CityGro TERMS OF SERVICE.
The CityGro Terms of Service is a contract between you (the customer) and CityGro. It governs your use of, and access to, the CityGro software and other CityGro applications. By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content or simply by making any use of the CityGro software or other CityGro applications, you (a) accept this Agreement and agree to be bound by each of its terms, and (b) represent and warrant to CityGro that (i) this Agreement is binding and enforceable against You, (ii) to the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity, and (iii) You have read and understand CityGro’s Privacy Policy, the terms of which are incorporated herein by reference (the “Privacy Policy”), and agree to abide by the Privacy Policy.

Please note, CityGro may amend this Agreement from time to time, each of which amendments shall be deemed to be effective 2 days after posting the updated Agreement at the Website or within the Application. You should check the Website, the Application and this Agreement regularly to ensure You remain current on the terms and agreements set forth herein.

Terms vs Merchant Agreement.
All CityGro merchant services including, but not limited to, retention and marketing services shall be governed by the terms and services hereafter. In the event of any inconsistency among terms and conditions provided in a signed Merchant Agreement and the Terms and Conditions herein, the order of control shall first be given to the Merchant Agreement and then to the Terms and Services contained herein.

Certain Restrictions.
You shall not directly or indirectly copy or reproduce all or any part of the Application or the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application solely for its intended purposes and shall not use the Application for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Application to post, transmit, convey, submit, distribute, store or destroy any content, photographs, descriptions, drawings, content, audio materials, text, messages or other information (collectively, “Posted Information”): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; or (f) in violation of the any acceptable use policy or other policy posted at the Website or within the Application from time to time. You shall not violate or attempt to violate the security of the Application. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application, including, without limitation, any of the software comprising or in any way making up a part of the Application. In addition, You will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Application where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. 

Certain Responsibilities.
You shall be solely responsible for: (i) all Posted Information you input into the Application; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Application, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application

Information Distribution.
You may not use the Website and/or CityGro Applications to transmit, text, email, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:

• is false;
• contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
• includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
• You are restricted from using under any law;
• infringes upon the intellectual property rights of any third party; or
• contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates CityGro’s rules or policies;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
• invades any person’s or entity’s privacy or other rights;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
• misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of CityGro, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
• could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.

Intellectual Property Rights.
(i) As part of the Services, the Company may collect data from individuals or entities, including without limitation phone numbers, addresses and related data (the “Data”).  The parties hereto agree that the Company owns the Data, provided, however, that the Company only owns such Data collected through it’s own and does not own any Data collected by any other customer of CityGro.

(ii) CityGro owns all right, title and interest in and to the CityGro Programs including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the CityGro Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.
Restrictions.

(iii) The Merchant: (i) will use the CityGro tools and software solely for its internal business purposes, and (ii) will not (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the CityGro Programs; (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the CityGro Programs; (c) copy any tangible versions of the CityGro Programs; or (d) remove from any of the CityGro Programs any language or designation indicating the confidential nature thereof or the proprietary rights of CityGro. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the CityGro Programs where such export or re-export is prohibited by applicable law without appropriate licenses and clearances.

(iv)  CityGro may use the Merchant’s name, logo, trademarks and service marks for advertising, signage, marketing materials, brochures, and other materials used to promote CityGro and its services.

(v) CityGro hereby grants to the Merchant a limited, non-exclusive, non-transferable right and license to use and/or display CityGro’s logo, trade name and/or trademark solely in connection with the Services.

(vi) CityGro retains the right to approve, modify, or refuse any CityGro related communications to end users.

Fees, Pricing and Payment Terms.
(i) CityGro’s current fees for the CityGro Programs and its services are set forth online at http://citygro.com/pricing/ or in the Merchant Agreement. CityGro reserves the right to amend the fees payable for the CityGro Programs at any time upon thirty (30) days prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period.

(ii) You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the CityGro Programs.

(iii) Notwithstanding anything herein to the contrary, CityGro, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use the CityGro Programs, at any time, upon notice to you, if you have not paid all amounts due on or before the payment due date, or for any other material breaches of the Merchant Agreement or Terms and Conditions herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by CityGro to collect any unpaid amounts owed by you.

(iv) CityGro may charge additional fees in the event of a complex installation, integration or such as when third party or outside technical support is required to complete the installation. Unless otherwise agreed upon in the Merchant Agreement, the Merchant will be responsible for all third party fees. 

Term; Termination; Survival.
The Agreement will remain in full force as specified in the Merchant Agreement. At the end of any Subscription Plan, unless you select a new Subscription Plan, your Subscription Plan will automatically convert to a month-to-month Subscription Plan. This will be ongoing until you select a new Subscription Plan or provide at least thirty (30) days written cancelation notice. Each party shall have the right to terminate the Agreement upon written notice to the other party within thirty (30) days of such institution; (ii) upon the making of an assignment for the benefit of creditors by the other party; or (iii) upon the dissolution of the other party.
All Onboarding, Activation, or Setup fees paid are non-refundable. If Merchant terminates its agreement within the subscription period, Merchant agrees to pay the remaining month’s subscription fees in whole via the credit card or ACH on file. In the event of a termination, all equipment belonging to CityGro must be returned to CityGro within 14 days. Merchant is responsible for all return shipping charges and for any damage incurred in the shipping process. If any equipment owned by CityGro is not returned, CityGro will charge the Merchant for the cost of the item not returned. Any provision of the Agreement which contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any termination or expiration of the Agreement and continue in full force and effect.

CityGro shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your CityGro account for any reason. Notwithstanding the foregoing, CityGro shall not be required to review or monitor any Posted Information entered into the Application or otherwise submitted by You, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.

Representations and Warranties; Disclaimer.
(a) No Warranties. Except as explicitly set forth herein, neither CityGro, its affiliates or any of any such party’s equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Application will be error-free, (c) as to a minimum level of uptime for the Application or the Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Application. You agree and acknowledge that the Application and Website are licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) CityGro shall not be responsible for any actions taken by any other party using the Application or reviewing any of Your Posted Information; (ii) CityGro does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) CityGro is not a party to any transaction between you and any customer, contact or business with which CityGro has a business relationship, and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such third party; (iv) CityGro is not responsible for any other party’s compliance with applicable laws, rules or regulations; (v) CityGro is not responsible for ensuring that any third party honor any reward, promotion, loyalty or other obligations such third party may have towards You; (vi) CityGro shall not, under any set of circumstances, be responsible or liable for an content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party’s intellectual property rights; and (vii) the Application and/or Website may not function properly or as intended at times. While CityGro reserves the right to monitor all postings and/or content posted at the Website and/or within the Application, it has no obligation to do so.

(b) Unavailability of Website or Application. You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is CityGro’s objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of CityGro, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, CityGro shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT CityGro SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.

(c) CityGro warrants that CityGro has the authority to enter into this Agreement.

(d) Merchant represents and warrants to CityGro that: (a) it has the authority to enter into this Agreement; and (b) it will only use the CityGro Tools and Software for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party.

Harm to Minors. You may not take any action on the Website or within the Application or use the Website and/or Application content to harm minors in any way. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.

Solicitation.
You may not use the Website or Application or any Website or Application content in a manner that violates any state or federal law regulating commercial e-mail, SMS messaging or telephone solicitations.

Third Party Links.
As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with CityGro. When You uses these links, You will leave the Website and CityGro will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. CityGro is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.

Copyright Infringement.
CityGro respects the intellectual property of others, and asks You and all users to do the same. Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries, and the terms of use of those websites, and not this Agreement, govern Your use of that material. It is CityGro’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of CityGro and/or others.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please contact CityGro immediately.

Confidential Information.
Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of CityGro. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to such disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.

Dispute Resolution; Governing Law.
In the event of a dispute or mistake between a Merchant and User that involves privacy issues or  legal regulations, CityGro may in its sole discretion unilaterally make adjustments to the User account. CityGro will generally defer disputes regarding points and rewards to the Merchant to satisfy as it will. 
To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. This Agreement is governed by the State of Utah and merchant expressly agrees to the exclusive jurisdiction for any claim or dispute with CityGro in the federal and state courts within the jurisdiction of the United States District Court for the District of Utah. 

Indemnification.
To the extent permitted by law, and subject to any and all applicable laws pertaining to sovereign immunity and maximum liability, you agree to defend, indemnify, and hold CityGro and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from your material breach of this Agreement, your unauthorized use or misuse of the CityGro Programs or any unauthorized combination of the CityGro with any hardware, software, products, data or other materials not specified or provided by CityGro.

Limitation of Liability.
The Merchant Acknowledges and agrees that in no event shall CityGro or any of CityGro’s officers, directors, employees, shareholders, agents, or representatives be liable to the Merchant or any other party for any special, indirect, incidental, exemplary, punitive, or consequential damages or loss of goodwill in any way, whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise arising from or relating to this agreement or resulting from the use of inability to use the services or the performance or non-performance of any equipment, including the failure of essential purpose, even if CityGro has been notified of the possibility or likelihood of such damages occurring. The Merchant agrees that CityGro’s liability hereunder for damages, regardless of the form of action, will not exceed the total amount actually paid by the Merchant hereunder for the services and equipment giving rise to the damages. Notwithstanding the above, the liability of the Merchant may be increased to include CityGro’s costs of collection of fees or any other amounts due hereunder, including without limitation reasonable attorneys’ fees and court costs. The parties agree that amounts stated herein are fair under the circumstances.

CityGro has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless CityGro expressly states in writing to the contrary, CityGro neither endorses nor adopts as its belief any such statements. CityGro may provide information in articles CityGro posts or links to through the Website only for educational and general informational purposes and not as professional advice. CityGro has made no attempt to verify any information contained in any such articles.

Notice.
All notices must be substantiated in writing. Merchant may send written notice to CityGro via email at support@citygro.com. If Merchant communicates with CityGro over the phone, Merchant may request an email confirmation of the correspondence. 

Assignment.
Merchant may not, without the prior written consent of CityGro, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

No Third-Party Beneficiaries.
The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.

Amendment; Waiver.
The Merchant Agreement may be changed only by written agreement signed by both CityGro and Merchant. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.

Severability.
If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.

Force Majeure.
If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers. The time for that party’s performance will be extended for the period of the delay or failure to perform due to such occurrence, except that you will not be excused from the payment of any sums of money owed by you to CityGro provided prior to the force majeure event.

Independent Contractor.
The Merchant Agreement or access to online tools without a Merchant Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

Compliance with Laws.
Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder. All messages and communication sent by Merchant shall comply with TCPA regulations and CANN SPAM guidelines.

Entire Agreement.
The Agreement will constitute the entire agreement between CityGro and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.

Contacting CityGro.
CityGro can be reached as follows:

By mail

Copyright Agent
c/o CityGro, Inc.
60 North Cutler Dr Suite 101
North Salt Lake, Utah 84054

By phone – (888) 605-4429

By email – support@citygro.com