Effective Date: May 25, 2018
1. This Agreement
1.1 The Agreement. Citysocializer enables you and other members to arrange and meet up at off-line, real-world “Socials”. We use the word “Socials” to mean activities and events that are suggested, hosted and attended by Citysocializer users. The terms “Citysocializer,” “we,” “us,” and “our” include Citysocialising Limited and our affiliates. We use the terms “you” and “your” to mean any person using our Platform, and any organization or person using the Platform on an organization’s behalf. We use the word “Platform” to mean any website, application, or service offered by Citysocialising Limited including content we offer and electronic communications we send. We provide our Platform to you subject to these Terms of Service. Your use of the Platform signifies that you agree to this Agreement. If you are using the Platform for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. If you do not or are unable to agree to this Agreement, do not use our Platform.
1.2 Revisions to this Agreement. We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page. If we make any material change to this Agreement, we will provide additional notice to you, such as by sending you an email or displaying a prominent notice on our Platform. By continuing to use the Platform after any changes come into effect, you agree to the revised Agreement.
2. Your Account and Membership
2.1 Eligibility. Our Platform is available to anyone who is at least 18 years old. You represent that you are at least 18. Additional eligibility requirements for a particular portion of our Platform may be set by any member who has the ability to moderate or manage that portion of our Platform. For example, the eligibility requirements for a Citysocializer social may be set by the creator or host of the social.
2.2 Suspension of Your Account. We may modify, suspend or terminate your account or access to the Platform if, in our sole discretion, we determine that you have violated this Agreement, including any of the policies or guidelines that are part of this Agreement, that it is in the best interest of the Citysocializer community, or to protect our brand or Platform. We also may remove accounts of members who are inactive for an extended period of time.
A member who has the ability to moderate or manage a social also has the ability, in his or her sole discretion, to modify, suspend, or terminate your access to that social on the Platform.
2.3 Account Information and Security. When you register, you provide us with some basic information, including an email address and a password. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If someone is using your password, notify us immediately.
3. Fees, Payments, and Offers
3.1 Fees Charged by Citysocializer. Use of some of the features on our Platform is free, and we charge fees for other features. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in the local currency of your location. Member subscriptions are non-transferable.
3.2 Fees Charged by Social Organizers. Organizers may impose fees such as a fee towards an event that their Citysocializer social is based around. The decision to charge fees and the amount of those fees is at the discretion of those organizers.
You should use common sense in deciding whether to make a payment to any organizer. We cannot ensure that organizers will use payments as they promise or as you expect. You should check the refund policy of the organizer before making any payments to them.
3.3 Payments to Citysocializer. Premium members are responsible for paying subscription and any other applicable fees to Citysocializer on time and through our approved payment methods. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any subscription fees paid to Citysocializer. You may only pay subscription fees to Citysocializer using a valid payment method acceptable to us, as specified via the Platform. You represent and warrant that you are authorized to use the payment method you designate via the Platform. You authorize us (and our designated third-party payment processors) to charge your designated payment method for the total amount of any fees you owe to Citysocializer, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your payment may be suspended or cancelled. We reserve the right to correct, or to instruct our payment processors to correct, any errors or mistakes, even if payment has already been requested or received.
3.4 Automatic Subscription Renewals. Fees for certain aspects of our Platform may be billed on either a recurring basis or on a one-time basis. If billed on a recurring basis, the fees are payable in advance of the applicable period specified via the Platform with no refunds. We will automatically bill you for each renewal period until cancellation. By purchasing any feature or other aspect of our Platform for which we charge, you authorize us to keep your payment current by charging your credit card account (or any other means of payment used by you) the applicable fee. While you may cancel your subscription at any time, you won’t be issued a refund except in our sole discretion.
3.5 Free Trials. We may offer free trials of subscriptions and other products on our Platform. After your free trial ends, you may be required to take a paid subscription and we will automatically bill you for each renewal period until cancellation. You can cancel automatic subscription renewals at any time according to the terms and procedures described above.
3.6 Third Party Payment Processors. An organizer that uses the Platform to accept payments from other members, must comply with the terms and conditions of the third party provider of the applicable payment service used to receive the payment. Citysocializer does not provide those payment services, is not a party to your agreement with the applicable third-party provider, and will not be liable or responsible for your use of those third-party payment services.
3.7 Third Party Transactions. Your Citysocializer group or its members may receive offers from third parties, such as discounts, sponsorships, or other benefits. Citysocializer is not involved in any dealings or payments between you and third parties, and these Terms of Service do not govern such transactions.
4. Your Content and Privacy
4.1 Your Content. You are solely responsible for your Content. We use the word “Content” to mean any information, material, or other content posted to our Platform or otherwise provide to us (such as feedback, comments, or suggestions shared with us). You agree that you and your Content shall not violate the rights of any third party (such as copyrights, trademarks, contract rights, privacy rights, or publicity rights) or this Agreement.
4.2 Content License from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect Citysocializer and our Platform, and to ensure we do not violate any rights you may have in your Content, you hereby grant Citysocializer a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content.
Citysocializer has no control over how other members may use information that you provide to them, so you should exercise common sense and good judgment when sharing information with others on our Platform.
5. Your Use of Our Platform
We require that that you follow our policies and guidelines when using our Platform. We have no responsibility for Content that anyone posts to our Platform.
5.1 Our Policies, Guidelines and Applicable Laws. When you use our Platform, you also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If you do not comply, we may modify, suspend or terminate your account or access to the Platform, in our sole discretion.
5.2 Content of Others. Citysocializer does not control the Content of other members. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of other members.
5.3 Interactions with Others. Citysocializer is not a party to any offline arrangements made through our Platform. Citysocializer does not conduct or require background checks on members, and does not attempt to verify the truth or accuracy of statements made by members. Citysocializer makes no representations or warranties concerning the conduct or Content of any members or their interactions with you.
Exercise common sense and good judgment when using our Platform and interacting with other members, both on our Platform and at Citysocializer events. If you have a concern regarding other members, you can report it to firstname.lastname@example.org.
5.4 No Resale. Our Platform contains proprietary and confidential information and is protected by intellectual property laws. Unless we expressly permit it through this Agreement, you agree not to modify, reproduce, sell or charge a fee, offer to sell or charge a fee, make, create derivative works based on, or distribute any part of our Platform, including any data, or Content of others.
5.5 No Technical Interference with the Platform. You agree that you will not engage in any activity or post any information or material that interferes with or disrupts, or that is designed to interfere with or disrupt, the Platform or any hardware used in connection with the Platform.
5.6 Platform Modifications. We work hard to continuously improve our Platform. This means that we may modify or discontinue portions or all of our Platform with or without notice and without liability to you or any third party.
5.7 Third Party Sites and Services. The Platform contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.
Because we do not supervise or control the socials organized by members or interactions among or between members of citysocializer socials and groups and other persons or companies, and because we are not involved in any way with physical transportation to or from citysocializer socials or with the actions of any individuals at citysocializer socials, and because we do not control Amazon.com, PayPal, credit card companies or other payment processing companies, and because we cannot guarantee the true identity, age, nationality of Platform users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Platform you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and Organizers and Creators or Hosts and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Platform, your Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, a citysocializer social. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
You agree to indemnify, defend and hold all Citysocializer Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a Citysocializer group or a Citysocializer event that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all Citysocializer Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written consent.
8. Warranty Disclaimer and Limitation of Liability
8.1 Warranty Disclaimer. Our Platform is provided to you “as is” and on an “as available” basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Platform, (b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform.
8.2 Limitation of Liability. You agree that in no event shall any Citysocializer Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any Citysocializer Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or transportation to or from Citysocializer socials, attendance at Citysocializer socials, participation in or exclusion from Citysocializer groups or Citysocializer socials and the actions of you or others at Citysocializer events, or (d) any other matter relating to the Platform. Our liability to you or any third parties in any circumstance is limited to the greater of £100 or the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability. The limitations set forth above in this Section 8 will not limit or exclude liability for our gross negligence, fraud, or intentional, malicious, or reckless misconduct.
9. Dispute Resolution
9.1 Informal Resolution. Before making any claim, you and Citysocializer agree to try to resolve any disputes through good faith discussions. We use the term “claim” in this Section 9 to mean any dispute, claim or controversy arising out of or relating to your use of our Platform or this Agreement, including your participation in Citysocializer events. You or Citysocializer may initiate this process by sending written notice according to Section 11.1 describing the dispute and your proposed resolution.
10. Intellectual Property
10.1 Intellectual Property of Citysocializer. Citysocializer trademarks, logos, service marks, and service names are the intellectual property of Citysocializer. Our Platform, including our material on the Platform, are also our or our licensors’ intellectual property. You agree not to use our intellectual property without our prior written consent.
10.2 Intellectual Property of Others. Citysocializer respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that infringes on the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers.
11. Other Stuff
11.1 Notices. Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Citysocialising Limited., Attn: Legal Department, 5 Wormwood Street, London EC2M 1RQ, or by email to email@example.com Any notice to you shall be given to the most current email address in your account.
11.2 Entire Agreement. This Agreement constitutes the entire agreement between you and Citysocializer, superseding any prior agreements between you and Citysocializer on such subject matter.
11.3 No Agency. No agency, partnership, joint venture, employee-employer or partner relationship between you and Citysocializer is intended or created by this Agreement. A member of the Citysocializer Platform is not Citysocializer’s representative or agent, and may not enter into an agreement on Citysocializer’s behalf.
11.4 Governing Law. This Agreement and the relationship between you and Citysocializer shall be governed by the laws of the Supreme Court of the United Kingdom.
11.5 Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Citysocializer’s prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Citysocializer’s assets, or similar transaction.
11.6 No Waiver. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.
11.7 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Citysocializer nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
11.8 Thank you. Please accept our wholehearted thanks for reading our Terms of Service.
11.9 Termination. If we terminate your account or access to our Platform, this Agreement terminates with respect to the member account that has been terminated. However, certain provisions of this Agreement that by their nature survive termination shall survive termination, including those terms listed below in Section 11.10 (Survival).
11.10 Survival. Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), 11.9 (Termination), 11 (Other Stuff) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.
11.11 Violations. Please report any violations of this Agreement by a member or third party by sending an email to firstname.lastname@example.org.