Terms of service

These terms of service were updated on 1/16/20.

Hello!

Welcome to the CityGrows Terms of Service. We appreciate your interest in using our software and below you’ll find information about how it works, how we will (and won’t) use your data, and any data that a government that hosts workflows on CityGrows may collect. It includes a summary of the commercial terms that governments agree to in order to use CityGrows to host digital workflows on our website, so if you’re here filling out a permit, license, or request for a specific local government, some of the below won’t apply to you.

We believe strongly that companies like ours that are built to work with local governments have a special responsibility to our individual and government users, and to the public good. Our software and our business model are ethically designed for government, and you can learn more about our company values here. One of those values is Transparency, and as you know Terms of Service can be really confusing and are full of legal language. We added the information in the right column to help make these Terms of Service more understandable. 

The information in the right column is provided for your convenience and is not part of the legal Terms of Service in the left hand column, but we hope it makes it easier to find what you may be interested in.

We’ve highlighted some sections in the right column that are applicable to all users, as well as provided summaries of the information that is primarily for our government/ admin users.
Please contact us at info@citygro.ws or via our online chat (green chat button on the lower right of the screen) if you have any questions about or feedback on the below information.Either party’s failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.



If you use the CityGrows website, you’re agreeing to our Terms of Service.






These terms apply to both individuals or organizations using this website to interact with governments, and to government entities that are CityGrows customers.

2. Modification
a. CityGrows expressly reserves the right to modify the Terms of Service at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. Any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or the Service.



Here you'll find a list of definitions of the words that we’re using throughout these Terms of Service.

3. Definitions:
As used herein, the following capitalized terms shall carry the ascribed meanings.  
a. Government Customer" or “Customer” means a local government (county, municipal, district, state, or other government) which is using CityGrows to provide one or more digital workflows.
b. “Customer Data” means any and all data, information, content and materials uploaded or imported into the Platform by or on behalf of Customer, including without limitation content for display on a Published Workflow.  
c. “End User” means an individual who interacts with a Published Workflow (other than Personnel acting in their capacity as such), including (by way of example) for purposes of submitting an application, registration, inquiry or other data, information, content or materials to Customer.   
d. “End User Data” means any and all data, information, content and materials uploaded or imported into the Platform by or on behalf of an End User through use of a Published Workflow.  “End User Data” does not include Payment Information.  
e. “Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing.
f. “Payment Information” means a credit card number, debit card number or other payment instrument information that is submitted by an End User to a third party payment processing service provider as part of a transaction facilitated by a Published Workflow through payment processing functionality incorporated therein as contemplated under Section 4f, and which is not stored by the Platform. 
 g. “Published Workflow” means a Workflow that is launched within the Platform such that it is accessible by individuals other than the Personnel who created it through a compatible web browser. 
h. “Personnel” means Customer’s individual employees and contractors that use the Platform through login credentials issued by Company.  
i. “Workflow” means a web-based process built within the Platform under Customer’s account, whether or not completed. 
j. “Services” means any services relating to the Platform which Company may agree to perform for Customer hereunder, including (by way of example) configuration services, training services, feature development, and assistance in creating Workflows.  Services shall only be provided pursuant to a Statement of Work mutually executed by the parties.
k. “Statement of Work” or “SOW” means a written agreement for Services to be performed in addition to, but subject to this Agreement which is executed by authorized representatives of each party and references this Agreement. In the event of any conflict between this Agreement and a Statement of Work, then the terms of this Agreement shall control and govern.



We might change the Terms of Service in the future, and if after that you keep using CityGrows, you are agreeing to the new Terms of Service.

4.Platform
a. Provision of Platform.  Subject to all terms and conditions of this Agreement, Customer may access and use the Platform, solely: (i) for purposes of creating and publishing Workflows in furtherance of Customer’s own municipal operations; (ii) in the manner enabled by Company; and (iii) in accordance with all applicable documentation and any reasonable rules or guidelines that Company may provide.  Company reserves the right to modify and update the features and functionality of the Platform from time to time in its sole discretion, provided that such features and functionality shall not be materially degraded relative to the Platform features and functionality in place as of the Effective Date (provided that Company may remove any feature or functionality designated as “alpha”, “beta” or with similar pre-release designation).  Customer is solely responsible for purchasing and configuring all hardware, software and services that may be necessary or desirable for Customer’s use of the Platform.  
b. Restrictions.  Customer acknowledges that use of the Platform is provided only for Customer’s own use, and agrees not to use the Platform for the benefit of any third party.  Customer agrees not to, not to attempt to, nor allow any third party to: (i) copy, distribute, rent, lease, lend, sublicense or transfer the Platform, make the Platform available to any third party or use the Platform on a service bureau or time sharing basis, (ii) decompile, reverse engineer, or disassemble the Platform or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Platform, (iii) create derivative works based on the Platform; (iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Platform or during the use and operation thereof; (v) publicly disseminate performance information or analysis (including benchmarks) relating to the Platform; (vi) utilize any software or technology designed to circumvent any license keys or copy protection used in connection with the Platform; or (vii) use the Platform to develop a competitive product offering.  Customer may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the Platform, except solely to the extent as may be specifically enabled and authorized by the Company.  
c. Suspension/Termination.  Without limiting any other rights and remedies, Company may suspend, limit or terminate Customer’s access to or use of the Platform and/or terminate this Agreement at any time if: (i) in the sole discretion of Company, such action is necessary to prevent material errors or harm to any system or network, or to limit Company’s liability; or (iii) Customer or any Customer Personnel attempts to access or use the Platform in an unauthorized manner, including without limitation any attempt to gain access to data or information relating to any other customers of the Platform or any use that infringes third party Intellectual Property Rights or violates any applicable law, rule or regulation.  
d. Accounts.  Customer is responsible for the activities of any and all persons accessing the Platform using any login credentials issued to Customer.  Customer shall use, and shall instruct its Personnel to use, all reasonable means to secure user names and passwords, and shall promptly notify Company if it suspects that any user name and password has been compromised.  
e. Third Party Services.  The Platform may include features or functionality that interoperate with online services operated by third parties (such services, “Third Party Services”), pursuant to agreements between Company and the operators of such Third Party Services (such agreements, “Third Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third Party APIs”) which Company does not control.  Customer acknowledges that interoperability with Third Party Services is provided as a convenience and does not constitute material functionality of the Platform or form any basis for the payment of Fees hereunder.  Third Party Agreements and Third Party APIs (and the policies, terms and rules applicable to Third Party APIs) may be modified, suspended or terminated at any time.  Company shall have no liability with respect to any such modification, suspension or termination.  Without limiting the foregoing, Customer is responsible for ensuring that Customer’s use of the Platform in connection with Third Party Services complies with all policies, terms and rules applicable thereto which are included in or linked to within the Platform or that are otherwise provided to Customer.  
f. Payment Processing.  Without limiting the generality of Section 4e, Customer acknowledges that the Platform is integrated with the Stripe Connect service operated by Stripe Inc. (“Stripe”) for purposes of allowing Workflows to include the ability for End Users to make payments to Customer.  In order to use the Stripe payment processing services as made available within the Platform, Customer acknowledges that it will be required to electronically accept one or more legal agreements with Stripe or Stripe affiliates, as made available to Customer within the Platform.  Customer further acknowledges that information received by Stripe in connection with such payment processing services is governed by Stripe’s privacy policies, as currently made available at https://stripe.com/privacy.  The payment processing services integrated with the Platform are subject to change from time to time.  In such event, Customer acknowledges that, as a condition of continued use of payment processing services in connection with Customer’s Workflows, Customer may be required to: (i) agree to different terms and conditions applicable to the third party service and/or an amendment to this Agreement, and (iii) provide all information and take such other actions as are required by the applicable third party in in connection with the payment processing services.  In all cases, Customer is liable to pay applicable payment processing Fees the Fees as set forth on CityGrows pricing page: https://citygro.ws/#pricing, which Fees may be increased from time to time by Company upon notice to Customer to the extent the third party payment processing service provider increases its fees.  For government clients in the state of IL, CityGrows modifies its processing fee structure to be compliant with state law. Company does not have any ability to control the performance of payment processing services by Stripe or any other third party payment processing services provider, and Customer agrees that Company shall have no liability with respect to thereto.  In addition, Customer acknowledges that Company bears no responsibility with respect to any and all disputes, claims, demands, suits, actions or proceedings that an End User may bring in connection with any charges incurred by such End User in connection with a Published Workflow.  
g. Support. Provided that Customer timely pays all Fees due hereunder, Company shall provide during the Term commercially reasonable technical support to Customer regarding the use of the Platform during Company’s normal business hours via e-mail sent to support@citygro.ws and any other support channels which Company may make available from time to time. While Company shall use commercially reasonable efforts to ensure the ongoing availability of the Platform, Company makes no representation, warranty or guarantee regarding the continuous availability or performance of the Platform. Customer acknowledges that the Platform may be unavailable for use from time to time without notice to Customer.

1. General Information
a. This website, https://citygro.ws/ (the “Service”) is owned and operated by CityGrows, Inc. (“CityGrows”, “Company,” “we”, or “us”). By registering for, using, or accessing the Service, you (“you”, “Customer”) agree to be bound by these terms of service (“Terms”). If you don’t agree to these Terms, you must discontinue use of the Services.  If you have any questions about these terms, please contact us: CityGrows, 1001 State St. #917, Erie, PA 16501 or email  info@citygro.ws.        
b. CityGrows has developed and makes available access to a proprietary, hosted workflow automation platform currently called “CityGrows” that is intended to allow government agencies to create web-based forms for their internal operations and for their constituents to use to transact with such agencies in lieu of using paper forms or other software (the “Platform”).
c. By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service and CityGrows’ privacy policy (as further described below, the "Privacy Policy"). Together, the Terms of Service and the Privacy Policy form a legally binding agreement between you and CityGrows (the "Agreement").
d. If you are entering into this Agreement on behalf of an entity, you represent that you have the actual authority to bind such entity to this Agreement.


We created CityGrows for governments to use to improve their operations. Use of the platform for other purposes is not permitted.

We maintain the CityGrows cloud-based software platform and may change it from time to time, but you can feel confident that we won’t make it less functional than what you see now. 

Because our software is cloud-based we can continually improve it based on feedback from the people who use it. 

Please don't misuse our software or use it for something for which it's not intended.





























Each CityGrows user, whether someone who works for a government or an individual is required to keep your password safe and secure. Don’t write your password  on a post-it on your desk!


 Complex technology like CityGrows can be built by a small team (and provided to governments inexpensively) because we use a lot of other existing technology to improve the experience for our users. By using CityGrows, you agree that we can use other technologies that we don’t control to provide you with services.








We use Stripe to process payments for fees, permits, and licenses and to transfer those payments to our government clients. Funds for each government Team are held separately on Stripe’s platform and don’t pass through a CityGrows account, so you always know where your funds are.





























We provide customer support to our government and individual users, and we strive to be as responsive as possible. We are a small team and we are generally available to respond quickly during U.S. business hours.  Learn more about our Customer Success and communication goals here.









5.Data
a. Control.  Customer Data and End User Data is stored by or on behalf of Company when it is submitted to the Platform.  Customer acknowledges and agrees that Company has no obligation to monitor or edit the Customer Data or End User Data, and that as between the parties Customer is solely responsible therefor.  Company reserves the right to remove any Customer Data or End User Data which Company becomes aware may violate the terms of this Agreement, violate any law, rule or regulation or infringe, misappropriate or violate any third party Intellectual Property Right or privacy right.
b. Customer-Owned Data.  As between the parties, Customer shall own all right, title and interest in and to Customer Data and End User Data.  Customer hereby grants Company a non-exclusive, worldwide license to use, reproduce, modify, create derivative works of, display, perform and transmit the Customer Data and End User in connection with Company’s operation of the Platform and as otherwise authorized herein.  Company may use and disclose Customer Data and End User Data as follows: (i) Company may internally use Customer Data and End User Data for Company’s internal business purposes (such as performing Company’s obligations hereunder, operating the Platform, analyzing usage of the Platform and developing and improving Company’s products and services); (ii) Company may disclose Customer Data and End User Data to its third party service providers that assist it in operating the Platform as is reasonably necessary for such assistance; (iii) Company may disclose Customer Data and End User Data as may be required by law or legal process; (iv) Company may disclose Customer Data and End User Data where it is aggregated with data unrelated to Customer and where neither Customer nor any End User is identified; and (v) in any manner for which Customer provides its prior written consent.
c. Content.  Customer acknowledges that the Platform is not intended for the storage of Sensitive Data, and Customer agrees not to solicit or encourage the submission of Sensitive Data or itself submit Sensitive Data in connection with the Platform.  “Sensitive Data” means: (i) Social Security or other tax identification numbers; (ii) account, credit or debit card numbers, with or without any required security code, access code, PIN or password that would permit access to an individual’s financial account, and account information, including balances and transaction data (other than as part of a CityGrows payment step); (iii) protected healthcare information, biometric information, or other information relating to the medical or psychological health of an individual; (iv) user names, passwords or other credentials for accessing any End User accounts on any third party systems or platforms; and (v) any other information with respect to which the unauthorized use or disclosure thereof would be reasonably likely to cause material loss or damage to any third party.  
d. Usage Data.  As between the parties, Company shall own all right, title and interest in and to all data generated by Company in connection with the operation of the Platform and Customer’s use thereof (“Usage Data”).  Usage Data may include, by way of example and not limitation, when and how often Personnel use the Platform and which Platform features are used the most often.  
e. Back-Ups.  The Platform is not intended to be a data repository or archiving tool, and Company is not obligated to provide access to Customer Data and End User Data following any expiration or termination of this Agreement.  Company reserves the right to delete all Customer Data and End User Data following any such expiration or termination.  Customer is responsible for making such back-ups of End User Data as Customer may deem appropriate using any Platform data export functionality which may be made available for such purpose. 
f. Security.  Subject to Section 5c, Company will implement reasonable administrative, physical and technical safeguards designed to protect the Customer Data and End User Data stored by Company.  Customer acknowledges that no security measures are 100% effective and that Internet communications have inherent insecurities.  As such, Company cannot guarantee that the Customer Data or End User Data will not be subject to unauthorized access or use.  
g. Privacy. Customer acknowledges that each Published Workflow shall include the Company’s then-current privacy policy.


In order for governments to use CityGrows, they must enroll in one of our online subscription plans and pay monthly or annually via credit card, or contact us for an invoice and pay annually via check.

There is no cost for individuals or businesses to use CityGrows to complete government workflows, other than any convenience fees which may be associated with the payment of permit or license fees or costs imposed by the government related to each workflow. 






We can change the fees we charge our government customers, but we’ll tell you before we change them.

We can also change the fees we charge as convenience fees for payment processing, and you’ll see the convenience fees broken out when you’re paying a permit or license fee on CityGrows.













CityGrows hosts workflows on behalf of local governments. The data collected as part of those workflows belongs to each local government client, but CityGrows has access to it so that our software can work properly.


CityGrows’ privacy policy governs CityGrows’ use of all data on the site.









Don’t ask for Social Security numbers or other sensitive personal data on CityGrows workflows.

Don’t ask customers to enter credit card information anywhere other than as part of a Payment Step. Don't ask customers for their bank account information or other sensitive financial data as part of a workflow.





















We take security seriously and work to protect all the data in our systems.




7. Intellectual Property 
a. As between the parties, Company owns all right, title and interest (including all Intellectual Property Rights) in and to the Platform (including without limitation all underlying source code, algorithms and models) and any software, technology, materials and information owned by Company prior to the Effective Date or created, authored, developed, made, conceived or reduced to practice by Company after the Effective Date.  Nothing herein shall be construed to transfer any rights, title or ownership of the Platform or any Company software, technology, materials, information or Intellectual Property Rights to Customer.  Customer is not required to provide any ideas, feedback or suggestions regarding any of Company’s products or services (“Feedback”) to Company.  To the extent Customer does provide any Feedback to Company, Customer acknowledges that Company may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback on a perpetual, irrevocable and worldwide basis without payment of any royalties or other compensation to Customer.


We own our software and our content.




We welcome feedback and your suggestions on how CityGrows can be better. If you provide us feedback or suggestions, we appreciate it and may use it, but by your providing it to us it becomes our content. We don’t have to pay you for your suggestions.

6. Economic Terms  
a. Fees.  Subject to Section 6c, Customer shall pay Company the Fees as set forth on CityGrows pricing page: https://citygro.ws/#pricing.  All subscription Fees shall be due and payable in advance of the applicable time period.  Recurring monthly or annual subscription Fees shall be charged to Customer’s credit card number as provided to Company.  If Customer elects to pay subscription Fees annually via check, the first subscription payment is due on the Effective Date and subsequent annual subscription Fees shall be invoiced by Company prior to the renewal date and due on the renewal date.  Customer acknowledges that, without derogation to any other rights and remedies, Customer’s use of the Platform (including the availability of Published Workflows) may be suspended in the event that Company is unable to charge such credit card or Customer’s account is otherwise delinquent.  All other Fees are due and payable in arrears.
b. Payment Terms.  Company shall invoice Customer for any Fees (other than monthly recurring fees subject to automatic credit card payment) on a calendar monthly basis, with each invoice provided on or after the end of each month and covering Fees accruing during such month.  Customer agrees to pay each invoice within thirty (30) days of the invoice date.  All payments will be made in U.S. dollars.  Any amounts due to Company under this Agreement not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less.  Customer shall pay the amounts due without deducting any taxes that may be applicable to such payments.  Customer is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to this Agreement, other than taxes based on Company’s income.
c. Fee Adjustments. CityGrows can adjust its fees. For monthly subscribers, CityGrows will provide you with 30 days notice of any fee changes, For annual users, we’ll provide you with 90 days of notice.

8.Termination
a. Effect of Termination. All rights and obligations of the parties hereunder shall terminate upon expiration or termination of this Agreement, provided that Sections 1, 2, 3, 4b-f, 5a-f, 6 (with respect to accrued but unpaid amounts), 7, 8, 10c, 11, 12, 13, 15 and 16 shall survive expiration or termination of this Agreement.

You can stop using CityGrows any time, but even if you do you’re still bound by some of these Terms.

9. Copyright Infringement.
a. As CityGrows asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on CityGrows violates your copyright, you are encouraged to notify CityGrows in accordance with CityGrows Digital Millennium Copyright Act (“DMCA”) Policy. CityGrows will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. CityGrows will terminate a user’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of CityGrows or others. In the case of such termination, CityGrows will have no obligation to provide a refund of any amounts previously paid to CityGrows.
b. As a condition of your right to use the Site and/or the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that we will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties.
c. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to us at info@citygro.ws and CityGrows will respond pursuant to its Digital Millennium Copyright Act ("DMCA") procedure. CityGrow's DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. CityGrows reserves all rights to seek damages associated with infringement and or fraud.

If you believe something that has been uploaded on CityGrows violates your copyright, please let us know.

10. Representations and Warranties 
a. Mutual. Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.
b. Company.  Company represents and warrants to Customer that: (i) subject to all other terms and conditions set forth herein, the Platform shall perform in material accordance with Company’s specifications applicable thereto; and (ii) it shall perform any Services in a professional and workmanlike manner.  Customer’s sole remedy, and Company’s exclusive liability with respect to any breach of the foregoing is that Company shall use all reasonable efforts to remediate the Platform or re-perform the nonconforming Services (as applicable) within a reasonable time period following Customer’s written notice to Company of the breach (which written notice must be provided within ten (10) days of Customer’s discovery of the Platform’s nonconformance or Company’s performance of the nonconforming Services, as applicable).  
c. Customer. Customer represents and warrants to Company that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the Platform; and (ii) it shall not use the Platform in a manner or in connection with any activity that would violate any law, rule or regulation or rights of any third party.


We expect that you’re honest when using CityGrows, and that you are who you say you are and have the authority to decide to use CityGrows if you're representing an organization.

11. Indemnification
a. By Customer.  Customer agrees to, at its own expense, defend and/or settle any claim, action or suit brought by a third party (a “Claim”) against Company arising out of or relating to: (i) Customer’s use of the Platform, including without limitation the storage or processing by the Platform of any Sensitive Data in connection with Customer’s use of the Platform, but excluding a Claim described in Section 11b below; or (ii) Customer’s gross negligence or willful misconduct.  Customer will pay those amounts finally awarded by a court of competent jurisdiction against the Company Indemnitees, or subject to the terms of Section 11c, payable pursuant to a settlement agreement with respect to any such Claim.
b. By Company.  Company agrees to, at its own expense, defend and/or settle any Claim against Customer: (i) alleging that the Company technology underlying the Platform infringes such third party’s Intellectual Property Rights (an “IP Claim”); or (ii) arising out of or relating to Company’s gross negligence or willful misconduct.  Company will pay those amounts finally awarded by a court of competent jurisdiction against the Company Indemnitees, or subject to the terms of Section 11c, payable pursuant to a settlement agreement with respect to any such Claim.  If Company, in its sole discretion, believes an IP Claim or an adverse judgment in connection with an IP Claim is likely, then Company may, at its option, (a) obtain a license from such third party claimant that allows Company to continue the use of the Platform, (b) modify the Platform so as to be non-infringing, or (c) if neither (a) nor (b) is available to Company on commercially reasonable terms, terminate this Agreement upon written notice to Company.  Company will have no obligation or liability relating to any IP Claim that is based on modification or customization of the Platform at the direction of Company or any use of the Platform not in accordance with this Agreement.  This Section sets forth the entire liability of Company and the sole and exclusive remedy of Company in the event of any claim that the Platform infringes any third party Intellectual Property Right.  
c. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to Section 11a or Section 11b, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section 11 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.  The Indemnitor may settle a Claim so long as any settlement (i) does not, without Indemnitee’s prior written approval, (x) involve the admission of any wrongdoing by any Indemnitee, (y) restrict any Indemnitee’s future actions, or (z) require any Indemnitee to take any action, including the payment of money, and (ii) includes a full release of the Indemnitees

12.Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND COMPANY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. COMPANY AND ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.  COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE PLATFORM.


We do our best to make sure CityGrows works, but we don’t promise that is will always be working. 

13. Liability
a. Limitations and Exclusions. COMPANY SHALL NOT BE LIABLE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY AND DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY UNDER THIS SECTION CONSTITUTE A FUNDAMENTAL BASIS OF THEIR BARGAIN.

14. Insurance. 
During the Term, Company agrees to maintain insurance policies that, at a minimum, meet the following requirements:
a. Commercial General Liability insurance on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. The general aggregate limit shall be twice the required occurrence limit;
b. Workers’ Compensation insurance as required by the states in which Company employees reside, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease; 
c. Errors and Omissions Insurance with limits of not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate; andTechnology,
d. Cyber, Data Risk, and Media Insurance with limits of not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.



CityGrows maintains appropriate business insurance at standard levels required by local governments.

15. Acceptable Use Policy
a. You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).You will not and will not permit any third party, as solely determined by CityGrows, to: (a) use CityGrows Software and Services in violation of others’ rights (including Intellectual Property Rights); (b) engage in or promote gambling, pornography, or illegal activities; (c) circumvent or violate the restrictions of CityGrows Websites; (d) reverse engineer, decompile, or otherwise attempt to derive source code from the CityGrows Websites, unless we make the source code publicly available; and/or (e) disable, interfere with, disrupt, or circumvent any aspect of the CityGrows Websites. You must ensure that any of your users comply with the Terms, and you agree that if you become aware of any violation by one of your users, you will terminate that user’s access immediately.



Please use this site as it’s intended. Don’t post obscene or dangerous content on CityGrows.

16. Miscellaneous
a. Relationship of the Parties.  The parties are independent contractors with respect to each other.  This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship.  No party shall have any right to obligate or bind any other party in any manner whatsoever.  
b. Third Party Beneficiaries.  Nothing herein shall give, or is intended to give, any rights of any kind to any third parties. 
c. Assignment.  Customer may not assign any of its rights or obligations under this Agreement without the prior written consent of Company.  Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.  
d. Force Majeure.  Company will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
e. Notices.  All notices under the terms of this Agreement shall be given in writing and sent by registered or certified mail, with postage prepaid and return receipt requested, to noticed party’s address noted in the preamble of this Agreement.  Notices shall be sent to the attention of the “Legal Department” of the noticed party.  All notices shall be presumed to have been given three business days following deposit in the mail as set forth in the foregoing.
f. Construction.  Section headings are for reference purposes only, and should not be used in the interpretation hereof. 
g. Severability; Waiver; Counterparts.  If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.  A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived.  The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.  
h. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to conflicts of laws principles.  The parties agree that the state and federal courts in Los Angeles County, California will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.
i. Entire Agreement. This Agreement, along with the other policies and agreements referenced herein, constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof, unless the parties have executed a written agreement, which supersedes these Terms of Service if such an agreement exists. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.











You can’t assign this agreement or your account to someone else without letting us know.























Even if some of this agreement can’t be enforced, the rest of it still holds.









Even though CityGrows has staff in multiple parts of the U.S., this agreement is governed by California law.


We don’t require the governments that use CityGrows to have a written contract with us, but we are willing to do written contracts if required. These Terms of Service still apply if we have a written contract with a government, buf it they’re in conflict the written contract supersedes these Terms of Services.