Last Updated: June 2, 2009
CitiSync Media LLC. ("CitiSync") provides users ("Users") of the web pages located at citisync.com (the "Site") with a free platform for the discovery of local businesses, events, and deals as well as the ability to create and RSVP to gatherings, invite friends to gatherings, maintain multiple groups of friends, send and receive mobile invites, and use other features, functions, and services on the Site (collectively, the "Service"). The Service will also display information provided by Users as well as by third party services providers.
This Agreement sets out the legally binding terms between you and CitiSync regarding the use of the Site and the Service. This Agreement applies to all Users regardless of if they are using the Service anonymously or as a registered User. If you choose to use the Service, you will be consenting to abide by all of the terms and conditions of this Terms of Service Agreement (this "Agreement"). CitiSync may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Service, or send them to you via e-mail, at least [thirty (30)] days prior to the effective date of such changes.
IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICES OF ANY CHANGES TO THESE TERMS, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU TO ABIDE BY SUCH TERMS.
CitiSync may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content, without notice or liability. CitiSync may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
In addition, when using particular CitiSync services, you and CitiSync may be subject to additional terms, guidelines or rules applicable to such services, which may be posted from time to time. All such additional terms, guidelines and rules are hereby incorporated by reference into this Agreement. Also, CitiSync may offer other services from time to time that are governed by different terms of service, which shall be posted from time to time.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new CitiSync properties, shall be subject to this Agreement.
Your privacy is very important to CitiSync. Please review our Privacy Policy, located at www.citisync.com/privacy, which also governs your use of the Service, to understand our privacy practices and procedures.
CitiSync is the owner of right, title and interest in and to the Site, the Service, all associated software, logos, text, and graphics related to the Site and all intellectual property rights in each of them, including, without limitation, all copyrights, patents, trademarks and trade secrets and shall at all times remain the sole and exclusive owner of such intellectual property rights. You agree not to display or use any CitiSync intellectual property without CitiSync's prior permission.
CitiSync grants you a limited, revocable, nonexclusive, nontransferable license to access and make personal use of the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it, except with express written consent of CitiSync. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Service is for the personal use of Users only and may not be used in connection with any commercial endeavors except those that may be specifically endorsed or approved by the management of CitiSync from time to time in writing. Illegal and/or unauthorized use of the Service, including collecting User names, email addresses or User Content (as defined below) of other Users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site or other illegal or unauthorized purposes will be investigated and reported. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in suspension or termination of membership privileges without notice and refuse any and all current or future use of the Service. CitiSync will take appropriate legal action for any illegal or unauthorized use of the Service. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of CitiSync. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, content, text, page layout, or form) of CitiSync and our affiliates or other Users. You may not use any meta tags or any other "hidden text" utilizing CitiSync's name or trademarks without the express written consent of CitiSync. Any unauthorized and/or illegal use automatically terminates the license granted by CitiSync. You are granted a limited, revocable, nontransferable and nonexclusive right to create a hyperlink to CitiSync so long as the link does not portray CitiSync, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner as determined by CitiSync in its sole discretion. You may not use any CitiSync logo or other proprietary graphic or trademark as part of the link without express written permission.
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify CitiSync of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. CitiSync will not be liable for any loss or damage arising from your failure to comply with this provision.
You agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (such information being collectively referred to as the "Membership Data") and maintain and promptly update the Membership Data to keep it true, accurate, current, and complete at all times. If you do not, or CitiSync has reasonable grounds to suspect that you have not, maintain and update your Membership Data, CitiSync has the right to suspend or terminate your account with notice and refuse any and all current or future use of the Service. Membership Data and certain other information about you are subject to our Privacy Policy.
You agree to not use the Service or export any portion of the Service in violation of U.S. import or export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
In order to register for an account, Users must provide CitiSync with some basic personal information including first name, last name, email address, and zip code. Beyond this required information Users may add a User picture and their cell phone number to receive mobile invites. Any photographs posted by Users must not contain nudity or be obscene, lewd, violent, harassing, sexually explicit or otherwise contain any objectionable subject matter as determined by CitiSync in its sole discretion. The aforementioned is collectively known as "User Content" and is subject to CitiSync's Privacy Policy.
User Content also includes any gatherings created by Users of the site. Information provided in any and all gatherings is subject to the conditions outlined in this provision.
IT IS IMPORTANT TO NOTE THAT ALL GATHERINGS ARE ACCESSIBLE BY A UNIQUE LINK PROVIDED AT THE TIME OF GATHERING CREATION. USERS ARE RESPONSIBLE FOR ONLY SHARING THIS LINK WITH USERS THEY WISH TO INVITE TO THE GATHERING. ANYONE WHO GETS THE LINK WILL BE ABLE TO RSVP AND SEE THE DETAILS OF THE GATHERING. CITISYNC IS IN NO WAY RESPONSIBLE FOR ANY DAMAGES OR INCONVENIENCES DUE TO UNAUTHORIZED ACCESS TO A GATHERING. ADDITIONALLY, YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT AND PURPOSE OF THE GATHERINGS YOU CREATE AND POST TO THE SITE, AND FOR THE LEGALITY AND APPROPRIETENESS OF SUCH GATHERING. YOU AGREE NOT TO USE ANY GATHERINGS FOR ILLEGAL, OBSCENE OR THREATENING PURPOSES. CITISYNC DOES NOT ENDORSE OR SPONSOR ANY GATHERINGS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY DAMAGES ARISING IN CONNECTION WITH ANY GATHERING.
Information or User Content provided by other Users may contain inaccurate, inappropriate or offensive material, products or services, and CitiSync assumes no responsibility or liability for this material.
CitiSync is not required to pre-screen User Content available on the Site, although CitiSync reserves the right to do so in its sole discretion. CitiSync reserves the right, in its sole discretion, to reject, refuse to post or link to or remove any User Content, or to restrict, suspend, or terminate your access to all or any part of the Site and/or the Service at any time, for any or no reason, with or without prior notice, and without liability.
User Content shall not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and shall not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false email address or impersonate any person or entity. CitiSync has the right but not the obligation to remove or edit User Content, but does not regularly review User Content. CitiSync takes no responsibility and assumes no liability for any User Content.
CitiSync reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who provides prohibited User Consent ("Prohibited User Consent"), including, without limitation, removing the offending User Content from the Service and suspending or terminating membership privileges of such User without notice and refuse any and all current or future use of the Service. Prohibited User Content includes, but is not limited to, content that: (i) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming"; (iv) consists of information that the User knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) computer programs or links to them or providing information to circumvent manufacturer-installed copy-protect devices; (vi) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); (vii) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; (viii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (ix) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (x) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (xi) uses sexually suggestive imagery or any other misleading or deceptive content intended to draw traffic to the profile; or (xii) interferes with the proper operation on the Site or the Service.
CitiSync provides Users the ability to send and receive mobile invites. These invites are subject to the availability and approval of the individual telecommunications providers. CitiSync claims no affiliation with any of the telecommunications providers, and cannot and will not be held liable for any text messages sent through the Service or any text message charges incurred in connection with the Service. Users can at anytime visit the Settings page to remove their cell phone number from the Service to immediately stop receiving mobile invites. CitiSync does not guarantee the delivery of any mobile invites and will not be held responsible for any damages arising out of failed delivery.
You agree to abide by the terms of this Agreement, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (iii) collect or store personal data about other Users; (iv) harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent; or (v) reverse engineer or decompile any elements of the Service except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Service with another software program, and you have first requested CitiSync to provide the information necessary to achieve such operability and CitiSync has not made such information available.
Without limiting other remedies, CitiSync and its affiliates may immediately issue a warning to the you regarding your actions, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Service to the you if: (i) you breach this Agreement or the documents incorporated herein by reference; (II) CitiSync is unable to verify or authenticate any information you provide to us; or (III) CitiSync believes that your actions may cause financial loss or legal liability for to CitiSync, our affiliates or any other User.
You are solely responsible for your interactions with other Users of the Service. CitiSync reserves the right, but has no obligation, to monitor disputes between you and other Users.
You acknowledge that CitiSync may establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that User Content will be retained by or made available through the Service, the maximum disk space that will be allotted on CitiSync's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that CitiSync has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Service. You acknowledge that CitiSync reserves the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that CitiSync reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
CitiSync is not responsible for any User Content, third-party content, syndicated content, applications, services, advertisements, and/or links that may be contained in the Service. The Service may contain links to third party websites that are not owned or controlled by CitiSync. CitiSync has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, CitiSync will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve CitiSync from any and all liability arising from your use of any third-party website. Accordingly, CitiSync encourages you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit. Any correspondence, business dealings with, syndication, linking or participation in promotions of third parties found on or through the Service, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. CitiSync has no control over third-party websites or resources, and as such, you acknowledge and agree that CitiSync is not responsible for their availability, reliability, or functionality, and CitiSync does not endorse and is not responsible or liable for any third-party content, applications, services, advertising, products, or other materials on or available from such websites or resources. CitiSync shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any third parties, or as the result of the presence of such third-party content or User Content on the Service or as a result of the failure of such third-party services, applications, or content to function as intended.
You may terminate this Agreement at any time by permanently discontinuing your use of the Site and Service. CitiSync may terminate this Agreement at any time for any reason upon notice to you by email. Any provision that by its nature is intended to survive the termination of this Agreement shall continue in full force and effect upon any termination of this Agreement.
You hereby represent and warrant that you are either more than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. You hereby agree to abide by and comply with all provisions of this Agreement and you have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. Your membership or access to the Service may be deleted or blocked without warning if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account.
You represent and warrant that you shall not act in any manner that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
You represent and warrant that you shall perform in compliance with any and all applicable laws, rules and regulations of any governmental authority.
You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITISYNC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CITISYNC MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITISYNC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
You hereby agree to indemnify and hold CitiSync, its affiliates and their officers, directors, employees, volunteers, agents and partners, harmless from any and all loss, liability, costs, expenses, claim or demand, including reasonable attorneys' fees, in connection with or arising out of your use of the Service in any manner, including, but not limited to, any violation of this Agreement, or any breach of your representations and warranties contained herein or the posting of Prohibited User Content.
IN NO EVENT SHALL CITISYNC BE LIABLE TO YOU OR ANY USER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CITISYNC'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO CITISYNC FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
This Agreement and the relationship between you and CitiSync shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and CitiSync agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Alachua in the State of Florida.
Except as explicitly stated otherwise, any notices to CitiSync shall be sent by certified mail, return receipt requested, to CitiSync Media LLC, 181 NW 23rd Blvd. Suite 176 Gainesville, FL 32605, Attn: Legal Department.
Shall we have the need to notify you of any matter related to the Site, such notice shall be sent to the e-mail account you registered with the Site and deemed given one (1) business day after the date of mailing.
This Agreement along with the Privacy Policy and any additional terms, rules or regulations posted on the Service constitute the entire agreement between you and CitiSync and govern your use of the Service, superceding any prior agreements between you and CitiSync. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software.
The failure of CitiSync to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
