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1. ACCEPTANCE
OF TERMS
Welcome
to CityDex. CityDex provides its service to you, subject
to the following Terms of Service ("TOS"), which may be
updated by us from time to time without notice to you. You
can review the most current version of the TOS at any time
at: Addendum.
In addition, when using particular CityDex services, you
and CityDex shall be subject to any posted guidelines or
rules applicable to such services which may be posted from
time to time. All such guidelines or rules are hereby incorporated
by reference into the TOS. CityDex may offer other services
from time to time.
2. DESCRIPTION
OF SERVICE
CityDex
currently provides users with access to a rich collection
of on-line resources, including, various communications
tools, online forums, shopping services, personalized content
and branded programming through its network of properties
(the "Service"). Unless explicitly stated otherwise, any
new features that augment or enhance the current Service,
including the release of new CityDex properties, shall be
subject to the TOS. You understand and agree that the Service
is provided "AS-IS" and that CityDex assumes no responsibility
for the timeliness, deletion, mis-delivery or failure to
store any user communications or personalization settings.
In order
to use the Service, you must obtain access to the World
Wide Web, either directly or through devices that access
web-based content, and pay any service fees associated with
such access. In addition, you must provide all equipment
necessary to make such connection to the World Wide Web,
including a computer and modem or other access device.
3. YOUR
REGISTRATION OBLIGATIONS
OBLIGATIONS
In consideration of your use of the Service, you agree to:
(a) provide true, accurate, current and complete information
about yourself as prompted by the Service's registration
form (such information being the "Registration Data") and
(b) maintain and promptly update the Registration Data to
keep it true, accurate, current and complete. If you provide
any information that is untrue, inaccurate, not current
or incomplete, or CityDex has reasonable grounds to suspect
that such information is untrue, inaccurate, not current
or incomplete, CityDex has the right to suspend or terminate
your account and refuse any and all current or future use
of the Service (or any portion thereof). CityDex is concerned
about the safety and privacy of all its users, particularly
children. For this reason, parents of children under the
age of 13 are responsibility to determine whether any of
the Services and/or Content (as defined in Section 6 below)
are appropriate for your child.
4. CITYDEX
PRIVACY STATEMENT
Registration
Data and certain other information about you is subject
to our Privacy Statement. For more information, please see
our full Privacy
Statement.
5. MEMBER
ACCOUNT, PASSWORD AND SECURITY
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 are fully responsible for all activities that
occur under your password or account. You agree to (a) immediately
notify CityDex of any unauthorized use of your password
or account or any other breach of security, and (b) ensure
that you exit from your account at the end of each session.
CityDex cannot and will not be liable for any loss or damage
arising from your failure to comply with this Section 5.
6. MEMBER
CONDUCT
You
understand that all information, data, text, software, music,
sound, photographs, graphics, video, messages or other materials
("Content"), whether publicly posted or privately transmitted,
are the sole responsibility of the person from which such
Content originated. This means that you, and not CityDex,
are entirely responsible for all Content that you upload,
post, email or otherwise transmit via the Service. CityDex
does not control the Content posted via the Service and,
as such, does not guarantee the accuracy, integrity or quality
of such Content. You understand that by using the Service,
you may be exposed to Content that is offensive, indecent
or objectionable. Under no circumstances will CityDex be
liable in any way for any Content, including, but not limited
to, for any errors or omissions in any Content, or for any
loss or damage of any kind incurred as a result of the use
of any Content posted, emailed or otherwise transmitted
via the Service.
You
agree to not use the Service to:
a. upload, post, email or otherwise transmit any Content
that is unlawful, harmful, threatening, abusive, harassing,
tortious, defamatory, vulgar, obscene, libelous, invasive
of another's privacy, hateful, or racially, ethnically or
otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including, but not
limited to, a CityDex official, forum leader, guide or host,
or falsely state or otherwise misrepresent your affiliation
with a person or entity;
d. forge headers or otherwise manipulate identifiers in
order to disguise the origin of any Content transmitted
through the Service;
e. upload, post, email or otherwise transmit any Content
that you do not have a right to transmit under any law or
under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned
or disclosed as part of employment relationships or under
nondisclosure agreements);
f. upload, post, email or otherwise transmit any Content
that infringes any patent, trademark, trade secret, copyright
or other proprietary rights ("Rights") of any party;
g. upload, post, email or otherwise transmit any unsolicited
or unauthorized advertising, promotional materials, "junk
mail," "spam," "chain letters," "pyramid schemes," or any
other form of solicitation, except in those areas (such
as shopping rooms) that are designated for such purpose;
h. upload, post, email or otherwise transmit 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
telecommunications equipment;
i. disrupt the normal flow of dialogue, cause a screen to
"scroll" faster than other users of the Service are able
to type, or otherwise act in a manner that negatively affects
other users' ability to engage in real time exchanges;
j. 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;
k. intentionally or unintentionally violate any applicable
local, state, national or international law, including,
but not limited to, regulations promulgated by the U.S.
Securities and Exchange Commission, any rules of any national
or other securities exchange, including, without limitation,
the New York Stock Exchange, the American Stock Exchange
or the NASDAQ, and any regulations having the force of law;
l. "stalk" or otherwise harass another; or
m. collect or store personal data about other users.
You acknowledge that CityDex does not pre-screen Content,
but that CityDex and its designees shall have the right
(but not the obligation) in their sole discretion to refuse
or move any Content that is available via the Service. Without
limiting the foregoing, CityDex and its designees shall
have the right to remove any Content that violates the TOS
or is otherwise objectionable. You agree that you must evaluate,
and bear all risks associated with, the use of any Content,
including any reliance on the accuracy, completeness, or
usefulness of such Content. In this regard, you acknowledge
that you may not rely on any Content created by CityDex
or submitted to CityDex, including without limitation information
in CityDex! Message Boards, CityDex! Clubs, and in all other
parts of the Service.
You acknowledge and agree that CityDex may preserve Content
and may also disclose Content if required to do so by law
or in the good faith belief that such preservation or disclosure
is reasonably necessary to: (a) comply with legal process;
(b) enforce the TOS; (c) respond to claims that any Content
violates the rights of third-parties; or (d) protect the
rights, property, or personal safety of CityDex, its users
and the public.
You understand that the technical processing and transmission
of the Service, including your Content, may involve (a)
transmissions over various networks; and (b) changes to
conform and adapt to technical requirements of connecting
networks or devices.
7. SPECIAL
ADMONITIONS FOR INTERNATIONAL USE
Recognizing
the global nature of the Internet, you agree to comply with
all local rules regarding online conduct and acceptable
Content. Specifically, you agree to comply with all applicable
laws regarding the transmission of technical data exported
from the United States or the country in which you reside.
8. PUBLIC
CONTENT POSTED TO CITYDEX
(a)
For purposes of the TOS, "publicly accessible areas of the
Service" are those accessible by the general public. By
way of example, a publicly accessible area of the Service
would include public CityDex Clubs and CityDex Message Boards,
but would not include private CityDex Clubs or private CityDex
communication services such as CityDex.
(b)
With respect to Content you elect to post for inclusion
in publicly accessible areas of CityDex! Clubs or that consists
of photos or other graphics you elect to post to any other
publicly accessible area of the Service, you grant CityDex
the world-wide, royalty free and non-exclusive license to
reproduce, modify, adapt and publish such Content on the
Service solely for the purpose of displaying, distributing
and promoting the specific CityDex Club to which such Content
was submitted, or, in the case of photos or graphics, solely
for the purpose for which such photo or graphic was submitted
to the Service. This license exists only for as long as
you elect to continue to include such Content on the Service
and shall be terminated at the time you delete such Content
from the Service.
(c)
With respect to all other Content you elect to post to other
publicly accessible areas of the Service, you grant CityDex
the royalty-free, perpetual, irrevocable, non-exclusive
and fully sublicensable right and license to use, reproduce,
modify, adapt, publish, translate, create derivative works
from, distribute, perform and display such Content (in whole
or part) worldwide and/or to incorporate it in other works
in any form, media, or technology now known or later developed.
9. INDEMNITY
You
agree to indemnify and hold CityDex, and its subsidiaries,
affiliates, officers, agents, co-branders or other partners,
and employees, harmless from any claim or demand, including
reasonable attorneys' fees, made by any third party due
to or arising out of Content you submit, post to or transmit
through the Service, your use of the Service, your connection
to the Service, your violation of the TOS, or your violation
of any rights of another.
10. NO
RESALE OF SERVICE
You
agree not to reproduce, duplicate, copy, sell, resell or
exploit for any commercial purposes, any portion of the
Service, use of the Service, or access to the Service.
11. GENERAL
PRACTICES REGARDING USE AND STORAGE
You
acknowledge that CityDex may establish general practices
and limits concerning use of the Service, including without
limitation the maximum number of days that email messages,
message board postings or other uploaded Content will be
retained by the Service, the maximum number of email messages
that may be sent from or received by an account on the Service,
the maximum size of any email message that may be sent from
or received by an account on the Service, the maximum disk
space that will be allotted on CityDex'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 CityDex has no responsibility
or liability for the deletion or failure to store any messages
and other communications or other Content maintained or
transmitted by the Service. You acknowledge that CityDex
reserves the right to log off accounts that are inactive
for an extended period of time. You further acknowledge
that CityDex reserves the right to change these general
practices and limits at any time, in its sole discretion,
with or without notice.
12. MODIFICATIONS
TO SERVICE
CityDex
reserves the right at any time and from time to time to
modify or discontinue, temporarily or permanently, the Service
(or any part thereof) with or without notice. You agree
that CityDex shall not be liable to you or to any third
party for any modification, suspension or discontinuance
of the Service.
13. TERMINATION
You
agree that CityDex, in its sole discretion, may terminate
your password, account (or any part thereof) or use of the
Service, and remove and discard any Content within the Service,
for any reason, including, without limitation, for lack
of use or if CityDex believes that you have violated or
acted inconsistently with the letter or spirit of the TOS.
CityDex may also in its sole discretion and at any time
discontinue providing the Service, or any part thereof,
with or without notice. You agree that any termination of
your access to the Service under any provision of this TOS
may be effected without prior notice, and acknowledge and
agree that CityDex may immediately deactivate or delete
your account and all related information and files in your
account and/or bar any further access to such files or the
Service. Further, you agree that CityDex shall not be liable
to you or any third-party for any termination of your access
to the Service.
14. DEALINGS
WITH ADVERTISERS
Your
correspondence or business dealings with, or participation
in promotions of, advertisers found on or through the Service,
including payment and delivery of related goods or services,
and any other terms, conditions, warranties or representations
associated with such dealings, are solely between you and
such advertiser. You agree that CityDex shall not be responsible
or liable for any loss or damage of any sort incurred as
the result of any such dealings or as the result of the
presence of such advertisers on the Service.
15. LINKS
The
Service may provide, or third parties may provide, links
to other World Wide Web sites or resources. Because CityDex
has no control over such sites and resources, you acknowledge
and agree that CityDex is not responsible for the availability
of such external sites or resources, and does not endorse
and is not responsible or liable for any Content, advertising,
products, or other materials on or available from such sites
or resources. You further acknowledge and agree that CityDex
shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by
or in connection with use of or reliance on any such Content,
goods or services available on or through any such site
or resource.
16. CITYDEX'S
PROPRIETARY RIGHTS
You
acknowledge and agree that the Service and any necessary
software used in connection with the Service ("Software")
contain proprietary and confidential information that is
protected by applicable intellectual property and other
laws. You further acknowledge and agree that Content contained
in sponsor advertisements or information presented to you
through the Service or advertisers is protected by copyrights,
trademarks, service marks, patents or other proprietary
rights and laws. Except as expressly authorized by CityDex
or advertisers, you agree not to modify, rent, lease, loan,
sell, distribute or create derivative works based on the
Service or the Software, in whole or in part.
CityDex
grants you a personal, non-transferable and non-exclusive
right and license to use the object code of its Software
on a single computer; provided that you do not (and do not
allow any third party to) copy, modify, create a derivative
work of, reverse engineer, reverse assemble or otherwise
attempt to discover any source code, sell, assign, sublicense,
grant a security interest in or otherwise transfer any right
in the Software. You agree not to modify the Software in
any manner or form, or to use modified versions of the Software,
including (without limitation) for the purpose of obtaining
unauthorized access to the Service. You agree not to access
the Service by any means other than through the interface
that is provided by CityDex for use in accessing the Service.
17. DISCLAIMER
OF WARRANTIES
YOU
EXPRESSLY UNDERSTAND AND AGREE THAT:
a.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE
IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITYDEX
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
b. CITYDEX 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.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION
AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM CITYDEX OR THROUGH OR FROM THE SERVICE
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE
TOS.
18. LIMITATION
OF LIABILITY
YOU
EXPRESSLY UNDERSTAND AND AGREE THAT CITYDEX SHALL NOT BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF CITYDEX HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY
TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE
GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION
OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii)
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS
OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON
THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
19. EXCLUSIONS
AND LIMITATIONS
SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE
LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
20. SPECIAL
ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS
If
you intend to create or join any service, receive or request
any news, messages, alerts or other information from the
Service concerning companies, stock quotes, investments
or securities, please read the above Sections 17 and 18
again. They go doubly for you. In addition, for this type
of information particularly, the phrase "Let the investor
beware" is apt. The Service is provided for informational
purposes only, and no Content included in the Service is
intended for trading or investing purposes. CityDex shall
not be responsible or liable for the accuracy, usefulness
or availability of any information transmitted via the Service,
and shall not be responsible or liable for any trading or
investment decisions made based on such information.
21. NOTICE
Notices
to you may be made via either email or regular mail. The
Service may also provide notices of changes to the TOS or
other matters by displaying notices or links to notices
to you generally on the Service.
22. TRADEMARK
INFORMATION
CityDex,
the CityDex logo, CityDex in Chinese Characters and product
and service names are trademarks of CityDex (the "CityDex
Marks"). Without CityDex's prior permission, you agree not
to display or use in any manner, the CityDex Marks.
23. COPYRIGHTS
and COPYRIGHT AGENTS
CityDex
respects the intellectual property of others, and we ask
our users to do the same. If you believe that your work
has been copied in a way that constitutes copyright infringement,
please provide CityDex's Copyright Agent the following information:
1.an
electronic or physical signature of the person authorized
to act on behalf of the owner of the copyright interest;
2.a description of the copyrighted work that you claim
has been infringed;
3.a description of where the material that you claim is
infringing is located on the site;
4.your address, telephone number, and email address;
5.a statement by you that you have a good faith belief
that the disputed use is not authorized by the copyright
owner, its agent, or the law;
6.a statement by you, made under penalty of perjury, that
the above information in your Notice is accurate and that
you are the copyright owner or authorized to act on the
copyright owner's behalf.
CityDex's Copyright Agent for Notice of claims of copyright
infringement on its site can be contacted as follows:
By postal mail:
Copyright Agent
c/o CityDex
P.O. Box 91303
Portland, OR 97291
USA
By phone: (253) 640-6732
By email: copyright@CityDex.com
24. GENERAL INFORMATION
The
TOS constitute the entire agreement between you and CityDex
and govern your use of the Service, superceding any prior
agreements between you and CityDex. 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 TOS and the relationship between you and CityDex
shall be governed by the laws of the State of Washington
without regard to its conflict of law provisions. You and
CityDex agree to submit to the personal and exclusive jurisdiction
of the courts located within the county of Pierce, Washington.
The failure of CityDex to exercise or enforce any right
or provision of the TOS shall not constitute a waiver of
such right or provision. If any provision of the TOS 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 the TOS 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 the TOS
must be filed within one (1) year after such claim or cause
of action arose or be forever barred. The section titles
in the TOS are for convenience only and have no legal or
contractual effect.
25. VIOLATIONS
Please
report any violations of the TOS to our Customer
Care group.
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