The acceptance of the following Software as a Service (“SaaS”) Terms and Conditions, along with related Privacy Policy, form a legal agreement and binding contract between Citify, LLC and its related affiliates, with corporate offices located at 816 Congress Avenue, Suite 370, Austin, Texas 78701 (“Provider”) and you and your authorized users hereby generally referred to as Customers (“Customer”). The services offered by Citify, LLC are offered to you and governed under this agreement and our privacy policy which you accepted as part of sign up and purchase process.
DEFINITIONS for terms used in this SaaS Agreement:
“Agreement” means the SaaS agreement between Customer and Provider consisting of these Terms and Conditions, including any provisions of the Provider Privacy Policy, along with the terms of any sales agreements, scopes of work, or supplementary documents entered into and executed by Customer and Provider for provision of services.
“Applicable Laws” means any and all statutes, regulations, rules, ordinances, court orders, or conditions imposed by applicable governmental or judicial authority at any level of government (Federal, State, or Local).
“Authorized User(s)” means Customers who have accepted and completed all required Agreements, including but not limited to this SaaS, and all other necessary steps for Provider to provide Customers with a user name and access to Provider services.
“Authorized Purposes” means the purposes set forth by Provider agreements and as described on Providers website offering services and various marketing materials. Provider may provider further restrictions on use of their software or services by Customers through amendment to this SaaS or supplemental agreements and provider documents.
“Confidential Information” means all non-public information communicated in any form to either party or a third party to this SaaS agreement that has been clearly identified as confidential or information that by its nature and normal course of business would generally be understood to be protected and treated as confidential in most business engagements.
“Content” means any and all data, media, information, and/or other form of content, regardless of medium, displayed, distributed, or otherwise made available to Customers or parties in connection with Provider service offerings, including but not limited, to this SaaS and related privacy agreement as accepted by Customers.
“Mobile application(app)” means a version of software code made available for installation onto Customers mobile communication devices by the Provider. Services and uses of mobile applications provided by Provider are governed by the same SaaS Terms and Conditions as desktop applications.
“Professional Services” means any and all services provided or offered by Provider to Customer under this agreement or any other executed legal and binding agreement.
“SaaS” means the Providers proprietary Software as a Service made available to Customers and Authorized Users through various web based and mobile application platforms.
“Services” means, collectively, this SaaS, support services, professional services, and any and all other services provided to Authorized Users and Customers by the Provider.
“Subscription or Service Fees” means recurring or nonrecurring fees and compensation paid by Customer to Provider for the SaaS and related services as provided by this agreement.
“Subscription or Service Term” means period of time Customers and Authorized Users have been granted access by completing necessary steps and paying applicable fees to Provider for use of the SaaS and other services.
ACCESS AND USE OF PROVIDER’S SAAS, SERVICES, AND PLATFORMS
After acceptance and subject to continued compliance with all aspects of this Agreement and applicable laws along with payment of necessary fees and compensation, the Provider hereby grants to Customers a limited nonexclusive, non-transferable right of Authorized Users of Customer to access the SaaS, Services, and web based and mobile application platforms of the Provider. The Scope of this Grant of Use is subject to the terms and conditions of this Agreement as well as all applicable laws. The Provider reserves the right to immediately suspend or terminate, at their discretion any and all SaaS, services, or access to Provider platforms provided to Authorized Users of Customers for violations of any portion of this Agreement or applicable laws. The Provider reserves the right to deny or terminate service to any individual or entity at their discretion in accordance with applicable payment and refund guidelines.
Provider will, as soon as practical, provide Customer and their Authorized Users necessary access authority and credentials to allow access to Provider SaaS and platforms.
Customer acknowledges and agrees that between Provider and Customers that the Customer will be responsible for all acts and omissions or violations of any applicable laws or this Agreement by their Authorized Users.
Customer shall designate at least one Authorized User to act as Administrator for their available services and subscription. The designated Administrators will also serve as primary points of contacts between Customers and Provider regarding this Agreement or their subscription.
Customer agrees and acknowledges this Agreement is between Provider and Customer. This Agreement is not related to any third party agreements and terms of services Customer may be subject to, including but not limited to, service agreements with Apple®, Google®, Microsoft®, any internet service or software company, mobile service carrier, or any other third party that Customers may have entered into agreements or licenses with. The Customer expressly acknowledges its their sole responsibility to comply with all provisions of third party agreements they have entered into without assistance or input by the Provider. Customer further agrees that no terms of third party agreements shall conflict with the accepted terms and conditions of this accepted Agreement. To the extent a conflict arises between duties of third party agreements of Customer it will be the Customers sole responsibility to resolve the conflict and reach compliance with Agreements. A conflict with a third party agreement requirement on the Customer shall not lessened their duties and obligations provided under this Agreement. Provider shall not be responsible for any losses or claims arising by third parties for Customer violations or breaches of third party agreements they have entered into at their discretion.
Content Completeness and Verification
The SaaS may enable Customer’s Authorized Users to search for, find, store, manage and use User Content of interest that is provided or made accessible through the SaaS. Customer acknowledges that Provider does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability or other attributes of any User Content, nor does Provider review or attempt to verify the accuracy or currency of any User Content. Provider has no obligation to preview, verify, flag, modify, filter or remove any User Content.
Restriction and Protection of Proprietary Software
Customer expressly agrees not to use this SaaS or act outside of the scope of this Agreement and applicable laws. Customer agrees not to modify, alter, replicate, or anyway copy Provider SaaS or related services. Customer agrees not to assist or permit any third party in creating or attempting to create any software or application on the basis of Provider SaaS or services. Customer agrees to protect and to not alter, modify, copy, or replicate in any manner Provider software source code applicable to SaaS. This limitation and restriction, includes but is not limited to, attempts to reserve engineer SaaS or related source code.
Customer agrees that they and none of their Authorized Users will take any actions designed or intended to interfere with proper operation of Provider SaaS or related platforms, disable or circumvent any security or privacy provisions, or place an unreasonable burden on Provider SasS infrastructure and operations. In the case of unintentional interference by the Customer or Authorized Users, the Customer agrees to promptly work with Provider to remedy problems or operational issues. Customer interference with the normal operation of Provider SaaS or related platforms is basis to have subscription services to be suspended or terminated. Provider will make all necessary and reasonable attempts to work with Customer remedy interference issues with SaaS by Customer usage.
No Implied Licenses and Provider Owns Intellectual Property Rights
To the greatest extent allowed by applicable laws, the Provider retains and owns all Intellectual Property Rights associated with this SaaS and related platforms and service offerings. Customer acknowledges this ownership of Intellectual Property Rights by Provider and agrees that no license is granted or implied by this Agreement.
Any additions or improvements made by Provider to SaaS or related platforms are the exclusive intellectual property rights of Provider, even if such improvements and modifications resulted from Customer feedback and development assistance.
Risk Allocation, Representations, and Warranties
As evidenced by acceptance of Agreement and use of Provider SaaS and related platforms: (a) Each party represents to the other (i) that the execution and performance of its obligations under this Agreement will not conflict with or violate any provision of Applicable Law or any other agreement or order by which the representing party is bound; and (ii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms. (b) Provider warrants that any Professional Service performed by Provider under this Agreement will be performed in a good and workman like manner in accordance with prevailing industry standards. In the event of a breach of this warranty, Provider’s sole obligation and Customer’s sole remedy will be for Provider to correct or re-perform the affected Professional Service or provide Customer with a full refund of the specific service that was unperformed without undue delay to remedy the breach, at no charge to Customer.
DISCLAIMERS OF LIABILITY.
CUSTOMER REPRESENTS THAT IT IS ENTERING THIS AGREEMENT WITHOUT RELYING UPON ANY PROVIDER REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, SYSTEM RELIABILITY, TITLE, NONINFRINGEMENT, NONINTERFERENCE AND/OR QUIET ENJOYMENT, AND ALL WARRANTIES THAT MAY OTHERWISE BE IMPLIED. NO WARRANTIES ARE MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. (b) CUSTOMER ASSUMES COMPLETE RESPONSIBILITY, WITHOUT ANY RECOURSE AGAINST PROVIDER, FOR THE SELECTION OF THE SAAS TO ACHIEVE CUSTOMER’S INTENDED RESULTS AND FOR ITS USE OF THE RESULTS OBTAINED FROM THE SAAS IN CUSTOMER’S BUSINESS. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM USE OF THE SAAS, INCLUDING THE COMPLETENESS, ACCURACY, AND CONTENT OF SUCH RESULTS. PROVIDER DOES NOT WARRANT THAT THE SAAS WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SAAS WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT ALL ERRORS WILL BE CORRECTED. (c) CUSTOMER ACKNOWLEDGES AND UNDERSTANDS MUCH OF PROVIDER DATA AND INFORMATION COMES FROM PUBLISHED PUBLIC GOVERNMENT RECORDS ARE THE SOURCE FOR MUCH OF THE INFORMATION WE PROVIDE. ACCORDINGLY, WE CANNOT AND DO NOT WARRANT THE COMPLETENESS, ACCURACY, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OF ANY INFORMATION WE DELIVER. NOR CAN WE WARRANT OR GUARANTEE THE ONGOING OPERATION OF VARIOUS GOVERNMENT WEBSITES TO PROVIDE CONTINUED ONLINE ACCESS NECESSARY FOR PROVIDER SAAS TO OPERATE AS INTENDED AT ALL TIMES. CUSTOMER AGREES THEY WILL NOT HOLD PROVIDER, OFFICERS, OR AFFILIATES LIABLE IN ANY WAY FOR DAMAGES ARISING OUT OF YOUR USE OF INFORMATION WE PROVIDE. FURTHER, YOU WILL HOLD US HARMLESS FROM ANY CLAIM, LIABILITY, OR DAMAGES ASSERTED AGAINST US BY OTHERS BECAUSE OF, OR IN ANY WAY RELATED TO, YOUR USE OF INFORMATION YOU RECEIVE FROM US. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnification of Parties
Customer agrees to defend, indemnify and hold harmless Provider and its parent company, affiliates, officers, directors and employees from any claim or demand (including any damages, losses, expenses and attorneys fees resulting therefrom) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the SaaS or Provider platforms. Termination of Agreement Both parties to this agreement may terminate based on the provisions included in this Agreement or on provisions included in their specific sales agreement between Provider and Customers. Customers can cancel agreement and subscription services in accordance with this agreement and any specific sales agreements entered into between Provider and Customer. Upon written notice to cancel SaaS, Provider will stop charging your account the following billing cycle and Customer will have access for the remainder of existing billing cycle and will cease use of all SaaS and platform applications upon expiration of the existing billing cycle. Customers understand that unless specific agreements are made all customer data including results and alerts will be lost once full termination of services and agreement is executed.
Confidentiality and Marketing All activities of the parties under or in relation to this Agreement are subject to reasonable and customary confidentiality terms, protections, and duties. Neither Party may use the name of the other in any published advertising or publicity materials without the prior written consent of the other party. However, and notwithstanding anything to the contrary (unless a separate written agreement is entered into among the parties) Provider may include Customer’s name on Provider’s customer list and may briefly describe the nature of the services provided to the Customer by Provider.
Governing Law and Venue Selection
To the greatest extent allowed by the law, the validity, construction, and interpretation of this Agreement and any related agreements between Provider and Customers shall be governed by the Laws of the State of Texas. Any disputes requiring legal action will be brought and litigated in Travis County, State of Texas, USA.
Dispute Resolution
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be decided by a single arbitrator in binding arbitration administered by the American Arbitration Association in accordance with its then-current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Each Party shall bear its own costs, fees and expenses incurred in connection with the arbitration proceeding, including attorneys’ fees and expenses and witness costs and expenses. The arbitrator shall apportion the fees, expenses and compensation of the American Arbitration Association and the arbitrator between the parties in such amount as the arbitrator determines is appropriate. Arbitration shall take place in Travis County, State of Texas, unless the Parties mutually agree to another location.
Force Majeure
Notwithstanding any other provision of this Agreement, no party to the Agreement shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance due to any cause beyond the reasonable control of, and without fault or negligence by, such party or its officers, directors, employees, agents or contractors.
Severability and Waiver of Provisions
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the parties agree to replace it with an enforceable provision reflecting the intent of the original provision as nearly as possible in accordance with applicable law, and the remaining provisions of this Agreement will remain in full force and effect.
The failure of either party to require performance by the other party of any provision of this Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of this Agreement.
Pricing and Service Additions
Provider retains the ability to alter existing pricing plans, add new services for additional fees, and to generally restructure pricing and service offerings at their sole discretion, in accordance with this Agreement, and any written agreements by the Parties.
Customers agree and understand that various service additions and modifications to the service and platforms will be made overtime, some will be added to Customer accounts at no cost, while others will require additional fees or plans to be entered into by the Parties to gain access to new features and service offerings.
Entire Agreement
This Agreement (along with all specific written agreements entered into by the Parties) constitutes the entire agreement between Provider and Customer with respect to their dealings and obligations. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. This Agreement supersedes all prior negotiations, agreements, and undertakings between the Parties with respect to such matter. This Agreement may be amended only by an instrument in writing executed by the Parties’ duly authorized representatives. No oral representations made by anyone associated with Provider will be enforceable unless contained in this Agreement or separate written agreement.
Electronic Acceptance
Customers will be accepted to electronically accept and acknowledge this agreement. Electronic acceptance to this agreement shall have the same effect as if the agreement contained physical signatures by authorized parties. Provider will retain a copy of this agreement and related agreements to provide to Customers. Customers are also encouraged to print a copy of the accepted agreement for their files.