ORGANIZATION TERMS OF SERVICE
Last Updated on August 15, 2013.
Thank you for using our Site.
Please read the following Organization Terms of Service Agreement (the "Agreement") carefully before using any Services provided by CityDirect Network Inc.
Businesses or organizations using CityDirect are subject to our Terms of Service as well as the following additions and amendments outlined in the following Agreement:
YOUR USE OF SERVICES CONSTITUTES AGREEMENT TO THE TERMS AND CONDITIONS OF THE ORGANIZATION TERMS OF SERVICE AGREEMENT SET FORTH BELOW. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE SERVICES.
This Organization Terms of Service Agreement (the “Agreement”) is an agreement between you and your corporation (“you” or the “Business Member”) and CityDirect Network Inc. (“we”, “us”, “our”, and “CityDirect”, “CityDirect.info”, “CityDirect Network”). Your electronic acceptance and/or use of the Services signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement as well as any policies posted on this website and that by such acceptance and/or use of the Services you agree that any previous agreements between you and CityDirect will be terminated and superseded by this Agreement.
You may use our Services only if you can form a binding contract with CityDirect.info, and only in compliance with this Agreement and all applicable laws. By using the Services, you represent and warrant that you have full right, power, and authority to execute, deliver and fully perform your obligations under this Agreement.
CityDirect.info may periodically modify and supplement this Agreement and the notice provided to you will be the updating of this Agreement. You are responsible for regularly checking the Agreement for revision. All amended terms and conditions become effective upon our posting to the Site and any use of the Site or Services after such revisions have been posted signifies your consent and agreement to the modified Agreement.
What we provide
We provide Business Members with access to certain Materials (as defined below) to help them, through their subscriptions, create and manage websites and other marketing products by providing general and personalized content, website hosting services, communication tools and forums, mobile applications, and e-commerce tools and services, social networking tools and services, directory listing tools and services (collectively, the “services” directly and through the websites, emails, and mobile applications owned by us (each, a "site" or, together "sites"). Any new features or tools which are added to the current Services shall be also subject to the Agreement.
What we own
All Materials and Services available on the Site, and all Materials and Services provided by or through CityDirect, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All CityDirect trademarks and service marks, logos, slogans and taglines are the property of CityDirect. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on CityDirect without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
Rights to use what we own
Subject to this Agreement, CityDirect hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a Business Member identification reference provided by CityDirect (“Business Member ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
We will provide you one Business Member ID for each account held by you, thereby permitting you access to the Materials on one computer at a time through the Site. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services. You further agree (a) not to provide Business Member IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the Business Member IDs are aware of and have agreed in writing to comply with the terms of this Agreement.
As part of the Services, we may provide you a sample website which may be populated with sample content provided by us to illustrate how your final site might look (“Sample Content”). You agree that you will not make this Sample Content publicly available and that you will remove all Sample Content from your site before permitting any third party Business Members to access or view your site.
What you provide us
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). CityDirect is not responsible for your Content. You hereby grant CityDirect a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
Giving us access to other accounts and services
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.
Monitoring what you provide us
CityDirect may, but has no obligation to, monitor Content on the Site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect CityDirect or its customers, or operate the Services properly. We, in our sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. CityDirect may, in its discretion, also require you to place all or any portion of the Content behind password protection. If CityDirect has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If we request that you place any Content behind password protection and you fail to do so promptly, CityDirect may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.
You agree to all of the following:
- You hereby certify that you are at least 18 years of age.
- You will ensure the e-mail address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
- You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering.
- You will not use the Services or Materials to impersonate another person.
- You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by CityDirect without our express written permission.
- You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
- You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any CityDirect Business Member to access the Services.
- You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
- You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
- You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by CityDirect.
- You will not attempt to or actually override any security component included in or underlying the Materials or Services.
- You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on CityDirect’s infrastructure.
- You will not publish Content, or links to Content, that is:
- Pornographic, sexually explicit, or violent.
- Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
- Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
- Breaches another’s privacy.
- You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
CityDirect may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in Business Member information tracking with such information being stored to identify the offending Business Member. Offending Business Members may be permanently restricted from holding an account or using the Services. If CityDirect reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
- We reserve the right to modify or terminate the Services for any reason, without notice at any time.
- We reserve the right to refuse service to anyone for any reason at any time.
- Your use of the Sites and Services is at your sole risk. The Sites and Services are provided on an ”as is“ and ”as available“ basis without any warranty or condition, express, implied or statutory.
- CityDirect does not warrant that the Sites or Services will be uninterrupted, timely, secure, or error-free.
- CityDirect does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
- We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- CityDirect does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Sites will meet your expectations, or that any errors in the Services will be corrected.
- You expressly understand and agree that CityDirect 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 resulting from the use of or inability to use the service.
- In no event shall CityDirect or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, CityDirect partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by CityDirect.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any CityDirect customer, CityDirect employee, member, or officer will result in immediate account termination.
- By uploading images and item description content to the Sites, you agree to allow other internet Business Members to view them and you agree to allow CityDirect to display and store them and you agree that CityDirect can, at any time, review all the content submitted by you to its Service.
- The failure of CityDirect to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use CityDirect or CityDirect trademarks and/or variations and misspellings thereof.
- CityDirect does not pre-screen Content and it is in their sole discretion to refuse or remove any Content that is available via the Service.
- Questions about the Agreement should be sent to support.
Selling through CityDirect
You take full responsibility for all taxes and fees of any nature associated to the purchase or sale of Commercial Products. CityDirect shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only.
Fees and payment
In consideration of the Services, you agree to all of the following:
- You will pay to CityDirect all fees due according to the prices and terms listed on the Site.
- All sales are final and CityDirect offers no partial or full refunds of any kind on any purchase unless otherwise expressly noted, even if your Services are suspended, terminated or transferred before the end of the Services.
- Payment contracts with CityDirect are either one-time charges, or subscription based and are structured on monthly billing, or a combination of the two.
- Unless otherwise agreed to by CityDirect, all payments are due upon ordering, the Services will not begin until payment is received.
- All initial fees must be paid prior to Service setup. These fees may include service setup fees and first month Service charge. Our billing cycle begins on the day the initial fees are charged, and is due on that day each month thereafter.
- All recurring charges will be due on the monthly anniversary date of your initial payment. If a given month does not have that day - for instance the 30th or the 31st - then billing will fall to first available date previous to the scheduled day.
- It is the Business Member’s obligation to review all monthly charges for accuracy. Failure to dispute a charge within six (6) months following such charge shall constitute Business Member’s agreement that all charges are valid and Business Member agrees to waive any claims it may have had regarding such charge.
- All Services with a monthly payment schedule have an initial 12 month commitment. After the initial commitment period the subscription automatically becomes a month-to-month commitment that carries forward on an ongoing basis with no automatic termination.
- You may elect to pre-pay upfront for the total value of the first 12 months of any new contract. If this option is chosen, billing automatically moves into a monthly schedule starting in the 13th month.
- You may agree, in writing or by electronic authorization, to make single or recurring payments electronically via credit card or by automatic debits to Business Member’s bank account via automated clearinghouse (ACH) or electronic funds transfer (EFT). CityDirect may condition its acceptance of electronic payments upon Business Member’s completion of a separate authorization form. Unless otherwise specified at the time Business Member agrees to recurring electronic payments, the applicable automatic payment will be deducted on the monthly anniversary date of your initial payment. Authorization for recurring electronic payments will remain in full force and effect until we have received express 30 day’s written notification of Business Member’s intention to cancel such authorization, and any automatic deductions that were scheduled for processing within the 30 days subsequent to CityDirect’s receipt of the notice of cancellation may still be processed. You hereby releases CityDirect and its Suppliers, including any payment processors, from any and all claims arising from the use of any means of electronic and/or automatic payment method, including any fees associated therewith.
- If a payment is returned or rejected by CityDirect's bank, or incurs additional costs for CityDirect (e.g., bank fees) for any reason, then Business Member may be charged a service fee of $40 and be required reimburse all such fees and costs incurred by CityDirect, and Customer shall be immediately deemed to be in default of this Agreement.
- Late payments will accrue interest at a rate of 1.5% per month (or the highest lawful rate, if less). Business Member will pay attorneys’ fees and internal and external costs that CityDirect and/or its agents incur in collecting any unpaid amounts.
- CityDirect attempts to automatically charge the credit card on file or automatic debits for any past due invoice for current, suspended and cancelled accounts. Accounts past due for over 60 days will have Services suspended. Accounts suspended and reactivated must pay all past due and current amounts.
- You can opt to upgrade or downgrade your plan or bundle to any other plan or bundle that CityDirect is currently offering for sale at any time during your payment contract. In the event of a downgrade within the initial 12 month commitment period, where the pre-payment option had been elected, a credit will be issued to your account for the difference in the cost of the two contracts over the remainder of commitment period. This credit can be applied to future months and is on no way transferable to a cash refund.
- Outside of the initial 12 month commitment period cancellation simply requires 30 days written notice to allow for adequate processing time. Cancellations must be issued via our our support ticket system. Any payments scheduled for processing within the 30 days following CityDirect’s receipt of the notice of cancellation may still be processed.
- Tax is not included and will be billed accordingly. If you are exempt from Canadian taxes they will not be added to your bill.
- Only Services and features clearly indicated as "free" or "no charge" are free or without charge.
- You may be offered the opportunity to “Trial” Services that we offer for a Fee. The Trial will have a time period that is stated and agreed to at the outset of the Trial. During the Trial period the Fees normally charged for the Service will be waived. At the end of the Trail period the Services will automatically carry forward and the Fee normally associated with the Services will be start to be billed according to the prices and terms listed on the Site. You may request cancelation of the Services at any point during the Trial period or thereafter.
- If you purchase any Services that we offer for a Fee, you agree to CityDirect, or our third party service providers, storing your payment card information. You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.
- If you use e-commerce Services to sell Commercial Products a transaction fee will be applied to your monthly bill. When you make a sale you will be charged a transaction fee of 3% of the item price. This percentage does not include shipping cost or tax nor should it be confused with fees for payment processing.
- It is not the responsibility of CityDirect to provide free support for you in the use and operation of Sites or Services. All other applications, features, functionality and support provided by CityDirect and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.
- Billing correspondence (invoices, notifications, etc.) may be done via e-mail. It is crucial that you maintain a current e-mail address with us.
Modifications to the Services and Prices
CityDirect expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased Services for a period of months or years, changes or modifications in prices and fees
shall become effective at the next billing event for the Services in question. CityDirect may, at its sole option, extend payment terms to you.
- CityDirect reserves the right at any time to time to modify or discontinue, the Services (or any part thereof) with or without notice.
- CityDirect shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
Some of the Services to which you subscribe may provide you the opportunity to incorporate an associated domain name. These domain names must be registered in our name with a domain registrar of our choosing. This allows us to be able to manage the domain while we host or operate the Site.
If we do not have an appropriate domain name in our inventory, we will procure a domain name and will pay the applicable domain name registration fees to the registration and maintenance of the ownership. We cannot guarantee that any of the domain names you request for your website will be available for your use. If none of your requested URLs are available, we will contact you and request alternatives.
If you already in control of the registration for the desired domain name, and we agree to its use, you must transfer the control and ownership of the domain to us with a domain registrar of our choosing. If the domain name cannot be transferred, or you fail to undertake the action we request to cause the transfer, then in our discretion we may (but are not obligated to) choose a domain name on your behalf.
If you are to opt-out of your subscription to Services that incorporate a domain name or in the event you are in breach of this Agreement, any Sites hosted or operated under this agreement may be disabled, in our sole discretion.
We will invoice you for all fees payable in connection with the transfer to you of any domain name registered in our name that follow your trademarked trade name and that is related to any Site hosted or operated under this Agreement if you notify us in writing within thirty (30) days following the termination or expiration of this Agreement that you desire such transfer. In the case that the domain name falls under your trademarked rights we will then promptly transfer the domain to you once all outstanding fees are settled. If you fail to notify us that you desire such transfer within such thirty (30) day period or fail timely to pay such invoice, then you waive all rights in or with respect to such domain, and you acknowledge that we may allow the registration for such domain name to lapse, may retain and use such domain name, or may transfer such domain name to a third party, without restriction.
If the domain name registered in our name for any Site hosted or operated under this Agreement does not lie within your rights outlined by your trademarks then you acknowledge that all rights in or with respect to such domain name is ours, and you acknowledge that we may allow the registration for such domain name to lapse, may retain the ownership and use of such domain name, or may transfer such domain name to a third party, without restriction.