Terms of Use

Urban.Us Network Terms of Use

Last Modified: September 14, 2014

 

Acceptance of the Terms of Use

Welcome to the Urban.Us Network (the “Network”), an online platform owned and operated by Urban Us Public Benefit Corporation (“Company“, “we” or “us“). The following terms and conditions (these “Terms of Use“), govern your access to and use of the services, websites, content (defined below), and applications offered by the Company to registered users of the Network.

Please read the Terms of Use carefully before you start to use the Network. By clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy [http://urban.us/legal/privacy-policy], incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Network.

Registered Users

The Network is offered and available to users who are at least 18 years of age or older.  By using this Network, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Network.

The Company has an application process for joining the Network as a registered user. The Company reserves the right, in its sole discretion to accept or reject any such applicants. You acknowledge that as a registered user, your user account is personal to you, and may not be used or shared by any other person. Any such other person is required to go through the application process, and be accepted to join the Network and access and use the Network through their own user account.

Registered Users may include, but are not limited to, individual entrepreneurs, investors, advisors as well as representatives from business, government and non-profits. The Company has no obligation to introduce any registered user to any other registered user. The Company is not responsible for conducting due diligence on any registered user, or of any businesses or other entities that a registered user may be affiliated with or meet through use of the Network.

The Company makes no representation, recommendation or endorsement for the investment in any start-up company, including any start-up company in which the Company has invested. The Company makes no representation, recommendation or endorsement regarding any registered user forming a business relationship with any other registered users of the network.

 

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Network thereafter.

Your continued use of the Network following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

Accessing the Network and Account Security

We reserve the right to withdraw or amend the Network, and any content, functionality and services offered on or through the Network, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Network is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Network, or the entire Network, to users. You are responsible for making all arrangements necessary for you to have access to the Network.

To access the Network or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Network that all the information you provide on the Network is correct, current and complete. You agree that all information you provide to register with the Network or otherwise, including but not limited to through the use of any interactive features on the Network, is governed by our Privacy Policy [http://urban.us/legal/privacy-policy], and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Network or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

The Company has the right to disable any user name, password or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

 

Intellectual Property Rights

The Network and any information, text, images, video and audio or any other materials uploaded, downloaded or appearing on the Network, and the design, selection and arrangement thereof (“CompanyContent”), and any software, features and functionality, are owned by, and shall remain the exclusive property of the Company and its licensors, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws (“Company Intellectual Property”). Notwithstanding anything to the contrary herein, Company Intellectual Property specifically excludes User Contributions (defined below).

Subject to your acceptance of these Terms of Use, the Company grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the Network and related software. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit (i) any of the Company Intellectual Property, including but not limited to the Company Content, or (ii) any User Contributions..

No right, title or interest in or to the Network, or any Company Content or User Contributions on the Network, is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Network not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

All Company Content designated as public, appearing on sections of the Company’s website, and accessible by users who are not registered users of the Network, are governed by and subject to the Creative Commons license (http://creativecommons.org/licenses/by-nc-nd/4.0/).

Trademarks

The Company name, the terms Urban.Us, Smart City Startups, and City Tech, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Network are the trademarks of their respective owners.

Prohibited Uses

You may use the Network only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Network:

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Network, or which, as determined by us, may harm the Company or registered users of the Network or expose them to liability.
  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

 

Additionally, you agree not to:

  • Use the Network in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Network, including their ability to engage in real time activities through the Network.
  • Use any robot, spider or other automatic device, process or means to access the Network for any purpose, including monitoring or copying any of the Content on the Network.
  • Use any manual process to monitor or copy any of the Content on the Network or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Network.

Member Contributions

The Network contains or may in the future contain online forums, blogs, email, and other interactive features (collectively, “Interactive Services“) that allow registered users to post, submit, publish, display or transmit  (hereinafter, “Post“) information, text, images, video and audio or any other materials on the Network, and through the Network to the Company and other registered users of the Network (collectively, “User Contributions“).

 

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contributions you Post to the Network will be considered non-confidential and non-proprietary.

You grant us and our affiliates and service providers, and each of our licensees, successors and assigns the right, on a nonexclusive, worldwide, royalty-free, perpetual basis, the right to use, modify, display, arrange, design, publish distribute and otherwise disclose such User Contributions on and within the Network, including through the Network to other registered users of the Network.

You represent and warrant that:

  • You own or control all rights in and to your User Contributions and have the right to grant the license granted above to us and our affiliates, registered users and service providers, and each of their and our respective licensees, successors and assigns.
    • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions Posted by you or any other registered user of the Network.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post, publish distribute and otherwise disclose any User Contributions for any or no reason in our sole discretion.
    • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Network or the public or could create liability for the Company.
    • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
    • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Network.
    • Terminate you as a registered user of the Network and terminate or suspend your access to all or part of the Network for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Network. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot undertake to review all material before it is posted on the Network, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or User Contributions provided by any useru or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
    • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
    • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
    • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy [http://urban.us/legal/privacy-policy].
    • Be likely to deceive any person.
    • Promote any illegal activity, or advocate, promote or assist any unlawful act.
    • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
    • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
    • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
    • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy [http://urban.us/legal/copyright-policy] for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

 

Reliance on Information Posted

The information, including but not limited to the Company Content or User Contributions, presented on or through the Network is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Network, or by anyone who may be informed of any of its contents.

This Network includes material provided by third parties, including but not limited to User Contributions provided by registered users. All statements and/or opinions expressed in such materials, and all articles and responses to questions and other content, other than the Company Content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties, including registered users.

 

Changes to the Network

We may update the material on this Network from time to time, but such material is not necessarily complete or up-to-date. Any of the material on the Network may be out of date at any given time, and we are under no obligation to update such material.

 

Information About You and Your Visits to the Network

All information we collect on this Network is subject to our Privacy Policy [http://urban.us/legal/privacy-policy]. By using the Network, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Geographic Restrictions

The owner of the Network is based in the state of Florida in the United States. Access to the Network may not be legal by certain persons or in certain countries. If you access the Network from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Network or the Company’s website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE NETWORK, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE NETWORK OR, TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE NETWORK, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE NETWORK IS AT YOUR OWN RISK. THE NETWORK, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE NETWORK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE NETWORK. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE NETWORK, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE NETWORK WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE NETWORK OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE NETWORK WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE NETWORK, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE NETWORK OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE NETWORK OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Network, and the Company’s website, including, but not limited to, your User Contributions, any use of the Network’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Network.

Governing Law and Jurisdiction

All matters relating to the Network and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Network shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the City of Miami and County of Miami-Dade. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Urban Us Public Benefit Corporation with respect to the Network and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Network.

Comments, Concerns and Requests

This Network is operated by Urban Us Public Benefit Corporation, 400 NW 26th Street, Miami, Florida, 33127.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy [http://urban.us/legal/copyright-policy] in the manner and by the means set forth therein.

All other feedback, comments, requests and other communications relating to the Urban.Us Network should be directed to: hello@urban.us.