Terms of Membership and Service
Effective Date: 01/01/2020
PLEASE CAREFULLY READ THIS TERMS OF MEMBERSHIP AND SERVICE (this “Agreement”). CITY 1ST ASSOCIATION, INC. (the “Association”/“we”/“us”/“our”) OWNS AND OPERATES THE CITY 1ST ASSOCIATION MOBILE APPLICATION (“App”), THE CONTENT, FEATURES AND OTHER SERVICES PROVIDED VIA THE APP, INCLUDING THE UNDERLYING HARDWARE, SOFTWARE, NETWORK STORAGE AND RELATED TECHNOLOGY REQUIRED TO OPERATE THE APP THAT IS PROVIDED BY THE ASSOCIATION AND ITS THIRD-PARTY VENDORS AND HOSTING PARTNERS (the “Services”) AND THE WEBSITE LOCATED AT https://www.city1stassociation.com/ AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE APP AND THE SERVICES (collectively, “Website,” and when referenced together with the App and the Services, the “Solution”).
THIS AGREEMENT APPLIES TO THE INDIVIDUAL IDENTIFIED IN THE APPLICATION TO BECOME A MEMBER OF THE ASSOCIATION AND TO REGISTER AN ACCOUNT IN THE SOLUTION WITH US AND ANY COMPANY, BUSINESS OR LEGAL ENTITY (“Business”) THAT SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT HAS THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH BUSINESS AND TO BIND SUCH BUSINESS TO THIS AGREEMENT AND SUCH BUSINESS RATIFIES YOUR ACCEPTANCE BY ANY USE OF THE SOLUTION BY YOU (collectively, “you”/“your”).
YOU MUST BE AT LEAST THE MINIMUM AGE OF CONSENT TO FORM A BINDING CONTRACT (E.G., EIGHTEEN (18) YEARS OLD IN MOST STATES) TO REGISTER AN ACCOUNT AND USE THE SOLUTION.
THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS AGREEMENT ALSO CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE DATE OF THE LAST UPDATE OF THIS AGREEMENT, AND INCLUDES A WAIVER OF ANY RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
PLEASE NOTE THAT THESE TERMS OF MEMBERSHIP AND SERVICE ARE SUBJECT TO CHANGE BY THE ASSOCIATION IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, the Association will make a new copy of the Terms of Membership and Service available within the App and at the Website. We will also update the “Effective Date” associated with this Agreement. If we make any material changes, and you have been enrolled as a member of the Association and registered with us to create an account, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to these Terms of Membership and Service will be effective immediately upon registration for new members and will be effective thirty (30) days after posting notice of such changes for existing members via the App, Website or e-mail. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Solution. Otherwise, continued use of the Solution constitutes acceptance of such change(s). PLEASE REGULARLY CHECK THE APP AND THE WEBSITE TO VIEW THE THEN-CURRENT TERMS OF MEMBERSHIP AND SERVICE.
1. Acceptance of Terms
If you wish to enroll as a member of the Association, or use the App, the Services, or the Website, you must read this Agreement. BY CLICKING ON THE “ACCEPT” BUTTON TO APPLY TO BECOME A MEMBER, TO ACCESS AND USE THE APP, THE SERVICES AND WEBSITE, YOU ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT, AND TO ADHERE TO THE TERMS OF THIS AGREEMENT AND ANY OTHER DOCUMENTS THAT ARE REFERENCED OR INCORPORATED HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON.
This Agreement also provides certain directly enforceable rights to the businesses that provide the Association with technology infrastructure for the App, the Services and Website (the “Technology Licensor”) as a third-party beneficiary of this Agreement.
Before you continue, you may wish to print or save a copy of this Agreement for your records.
2. Member Enrollment
Your enrollment as a member of the Association is subject to the approval process of the Association, performed in its sole discretion. You must provide your full legal name, a valid email address and any other information requested in order to complete the enrollment process. The Association will provide you with notice of approval or reasons as to why enrollment is not approved. Upon enrollment as a member of the Association, your participation and benefits depend upon and are subject to compliance with this Agreement. You may not assign or transfer your membership, rights to access and use the Solution or any benefit of holding such membership to any other person or entity, without the Association’s prior written permission. Any personal information provided by you as part of the enrollment process will be used and stored in accordance with the Association Privacy Policy https://www.city1stassociation.com/privacy-policy.
You acknowledge and agree that the Association is a for-profit global membership organization serving like-minded individuals and businesses dedicated to building a unified, self-sufficient and self-sustaining community for the Church of the Latter Rain (the “Mission”). You and other members of the Association that register their Business may provide discounts, services, products and similar or other benefit to other members. It is anticipated that you will both contribute to, and benefit from, these offerings; however, you understand and agree that the Association makes no representation or warranty as to the value or existence of any benefit or items provided to you by any other member. By enrolling in the Association, you will support the Mission and devote your time, talents and abilities to the building and betterment of the Association and the Mission.
The Association may at any time, at its sole discretion, due to your failure to comply with this Agreement and the Mission, suspend or revoke, in whole or in part, your membership and/or access and use of the Solution. The Association, without otherwise limiting or waiving its rights under any of the terms of this Agreement, at its sole discretion, may reinstate a suspended or revoked membership and/or access and use of the Solution.
3. Member and Business Profiles
Member Profile.
Upon enrollment, you will be provided an account to use in connection with the App and unique username and password (“Log-in Credentials”). You will have certain rights within your account, including the right to cancel the account, delete information from the account, etc. Login Credentials that are provided to or generated by you to access the Solution shall be maintained in strict confidence as Confidential Information (as defined herein) and shall not share such information with any unauthorized person. You shall be responsible for any and all actions made using any Login Credentials associated with your account and shall immediately notify the Association of any unauthorized use of the Login Credentials associated with the your account, breach of security or loss or theft of Login Credentials.
You may also create an individual profile for your account within the App and submit it to the Association for approval. If your profile is not approved, the Association will identify the deficiencies in your submitted profile. Upon correction of the deficiencies without introducing any new deficiencies, your profile will be approved. Then, you may avail yourself of the benefits of the Services, such as, participate in the Association member’s group discount, promotions, events, employment opportunities, affiliate program, exchange, preferred vendor services and online store. You may access these services using the App, Online Store, or in person where membership identification is required, in which case you may display the Association digital membership card.
You agree to provide true, accurate, current and complete information about yourself, and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
If you access the Solution through a social network service (“SNS”) as part of the functionality of the Solution, you may link to your account with your other accounts on any SNS (“Third-Party Accounts”), by allowing the Association to access the Third-Party Accounts, as is permitted under the applicable terms and conditions that govern the use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Association and/or grant the Association access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Association to pay any fees or making the Association subject to any usage limitations imposed by such third-party service providers. By granting the Association access to any Third-Party Accounts, you understand that the Association may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Solution (“Content”) that are available or stored in the Third-Party Accounts (“SNS Content”) so that it is available on and through the Solution via your account. Unless otherwise specified in this Agreement, all SNS Content shall be considered to be User Content for all purposes of this Agreement. Depending on the Third-Party Accounts chosen and subject to the privacy settings set in such Third-Party Accounts, personally identifiable information posted to such Third-Party Accounts may be available on and through your account on the Solution. Please note that if a Third-Party Account, SNS or associated service becomes unavailable or the third-party service provider terminates the Association’s access to such Third-Party Account, then SNS Content will no longer be available on and through the Solution. If you decide at any time that you no longer wish to have your Third-Party Account linked to your account, please contact us at support@city1stassociation.com. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND THE ASSOCIATION DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. The Association makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and the Association is not responsible for any SNS Content.
Access to the App and the Services is free of charge to enrolled members of the Association. However, certain features or products may be subject to a fee or other charge.
Business Profile.
After approval of your individual profile, you may create a Business profile for your account within the App and submit it to the Association for approval. Certain documents may be required for approval of your Business profile, including, but not limited to, a copy of your current and valid registration, in good standing, with the applicable Secretary of State, a copy of your current and valid, in good standing, local business license, etc. If your Business profile is not approved, the Association will identify the deficiencies in your submitted Business profile. Upon correction of the deficiencies without introducing any new deficiencies, your Business profile will be approved. Members of the Association with a Business profile must pay the fee related to the industry of the member’s Business. On notice of not less than sixty (60) days we may, in our discretion, adjust any or all fees for the Services.
The Association retains all rights to establish the requirements as necessary criteria for approval of your Business profile. At a minimum, in order to maintain approval of your Business profile, you must maintain each, but not limited to, of the following requirements: (a) current and valid registration, in good standing, with the applicable Secretary of State, (b) maintain as current and valid, in good standing applicable state licensing, if required, (c) obtain and maintain as current and valid, in good standing, a local business license, if required, and (d) maintain as current and in force proper and general and professional insurance coverages and other applicable insurance coverages.
Subscription Fees.
Your Business profile will not be active in the Association directory until you select a membership plan and pay the required subscription fees through the App. The schedule for the amount of the applicable Business profile membership fee is set forth in the App. The amount of the Business profile fee is related to the industry of your Business and must be paid via a valid credit or debit card. The initial membership fee is for the identified period as set forth in the App. You are responsible for your own costs associated with participating with your Business profile. At any time, the Association may change the fees through an addendum or amendment, to introduce new fees or other, similar Business profile modifications. If you have an unpaid overdue balance for subscription fees, you shall not be eligible for benefits associated with the Business profile until outstanding amounts are paid. In the event that you fail to meet payment commitments, the Association reserves the right to either suspend or revoke your Business profile.
Your subscription for the Business profile will continue indefinitely until terminated in accordance with this Agreement. After the initial term, and again after any subsequent subscription period, the Business profile subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the Association’s then-current price for such subscription. Your account will be subject to this automatic renewal feature unless the subscription is canceled at least thirty (30) days prior to the Renewal Commencement Date (or, in the event that you receive a notice from the Association that the subscription will be automatically renewed, there will be a thirty (30) day period from the date of the Association notice to cancel), by logging in and going to the “Cancel your Business profile” section of your account or by notifying the Association of the intended termination by telephone or email.
The Business profile subscription fees are billed in advance on a recurring basis as set for the App and are nonrefundable. If you signed up for an annual paid account, we will bill you for the entire year on the date of signing up for Business profile. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties. If you upgrade your account, this will trigger a prorated charge, which will be processed immediately using the payment method previously provided. If you downgrade your account, we will adjust your fees down as of the next billing cycle. Downgrading the subscription may cause the loss of features or capacity of your account. The Association does not and will not accept any liability for such loss. If the subscription is canceled before the end of the current paid up term, your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and you will not be charged for the next period or be able to access or use your Business profile. We reserve the right to revise our fees and prices of all subscriptions, subject to fourteen (14) days’ prior notice to you. Such notice may be provided by email, on the Website or through an in-App notification.
Subscription fees may be processed by a third-party service provider, Recurly, on behalf of the Association via a white-labelled payment solution, which will enable you to make payment for the subscription fees. The Association does not store, collect or manage any credit or debit card data. Rather, the Association immediately deletes any credit or debit card data after the data is passed through to Recurly. The Recurly Terms of Service and Privacy Policy that control with respect to any of your information collected or stored by Recurly are available here: https://recurly.com/legal/
Between you and us, you are responsible for all the information provided in connection with payment of subscription fees. You hereby represent and warrant that you will provide true, accurate and complete information, and shall fully indemnify the Association for any losses, costs or expenses incurred by the Association or any third party arising as a result of your failure to provide accurate, timely and complete information.
Because the subscription payment feature is provided and hosted by a third-party service provider, we are not responsible for, and expressly disclaim all direct and indirect, incidental, consequential, special or other damages in connection with (i) any technical issues, errors, unavailability or failures, losses, damages, loss of data, lost profits or other losses or claims originating from or arising in connection with Recurly; (ii) any unauthorized access, hacking, tampering with or to your information collected by and stored at Recurly by third parties; or (iii) any software, bugs, viruses, Trojan horses, or other harmful and malicious code that may be transmitted via the Recurly platform. The Association shall not be responsible in any way for any such action or inaction taken by Recurly.
Activation.
After completion of the payment process, your Business profile will be listed in the Association directory and you may avail yourself of the additional benefits of the Services associated with a Business profile; provided, however, that you shall comply with the Membership Principles and Guidelines [link?], which is incorporated by reference herein. For example, upon approval of your Business profile, you may participate in industry committees to develop service level standards of excellence, code of ethics standards, unity guidelines and participate as subject matter experts to support dispute resolution. You shall defend the Association against any claim brought against the Association arising out of the marketing, sale or use of your products or services by another member. You shall pay all costs related to such defense, including any costs of settlement and any costs and damages finally awarded by a court.
4. Privacy and your Personal Information
For information about the Association’s privacy policy, please read the Privacy Policy found here:https://www.city1stassociation.com/privacy-policy which is incorporated by reference herein. This Policy explains how the Association treats your personal information when you access and use the Solution. The Policy may be updated from time to time at our discretion. Changes will be effective upon posting to the Website or the App.
5. The Services and Your Obligations
The App and the Services provide a social network of members dedicated to building a self-sufficient, self-sustaining economy for the members of the Association. The Services include but are not limited to the following features:
News content pertinent to the association and the its community.
Learning Center related to the Association’s “7-Walls” (economic development, financial literacy, family development, technology, education, civil-support, health).
Exchange where members can exchange goods or services, opportunities and local needs.
Business Directory of all members that have a Business profile highlighting their products or services, prices and discounts to other members of the Association.
Events highlighting local and national events sponsored by businesses or the Association.
City 1st Association Store — an online store featuring good and services of the Association members and third-party vendors offered at a discount to the Association members. The Association earns a small percentage of each transaction and these funds are used to further support the vision and Mission of the Association and to benefit its members.
Subject to your continuing compliance with the terms of this Agreement, we grant you a nonexclusive, nontransferable, limited license and right to access and use the App, the Website and the Services for your personal or internal use only.
Certain third-party services and service providers (collectively, “Service Providers”) may have their own terms and conditions, which will be presented to you in your use of the App or the Services. Your use of those third-party services will indicate your acceptance of the additional terms and conditions.
In connection with the App and the Services, we may provide you with the ability to interface and interoperate with certain third-party software and to upload data from that software. This functionality is dependent on the operation of the third-party software and is provided on an entirely as-is basis. You will be solely responsible for connection of your systems to a telecommunications service that provides Internet access for purposes of your access and use of the Service.
Certain features and functions of the App and the Services require that the Association and its Service Providers access certain third-party systems and services on your behalf in order to upload or retrieve information or take other actions requested by you. Accordingly, by using those features and functions of the App or the Services, you authorize the Association and Service Provider to access third-party sites designated by you, on your behalf, to retrieve information requested by you, to register for accounts requested by you and to take other actions requested by you.
6. Restrictions
Your right to access and use the App and the Services is personal to you and is not transferable by you to any other person or entity. You are entitled to access and use the App and the Services only for lawful purposes. Online conduct should be guided by common sense and respect for other users (whether or not registered with the Association or the Services), as well as compliance with applicable laws and regulations. The Association may, in its sole discretion, terminate the account of any member who engages in inappropriate behavior or illegal activity on and/or in connection with the App or the Services. The Association and the Technology Licensor will cooperate with law enforcement officials with respect to any illegal activities or actionable conduct.
You may use the App and the Services only as described in the then-current documentation, if any, we make generally available to members for use of the App and the Services (the "Documentation"). Except as expressly authorized by this Agreement, you will not (and will not allow any third party to): (i) permit any third party to access and use the App or the Services; (ii) decompile, disassemble or reverse engineer the App or the Services, except to the extent expressly authorized under the law; (iii) use the App or the Services or any of our Confidential Information to develop a competing product or service; (iv) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the App or the Services for the benefit of any third party; (v) use the App or the Services, or allow the transfer, transmission, export or re-export of the App or the Services, including by way of a “deemed export,” in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; or (vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the App, the Services or the Documentation.
Under no circumstances, will we be liable or responsible for any use, or any results obtained by the use of the App or the Services in conjunction with any other software or third-party products. All such use will be at your sole risk.
7. Content.
All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Solution by you (“User Content”), is your sole responsibility. This means that you, and not the Association, are entirely responsible for all such User Content uploaded, posted, emailed, transmitted or otherwise made available by using the App or the Services. The Association does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Members acknowledge that by using the App and the Services, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will the Association be liable in any way for any materials including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials or User Content posted, emailed, transmitted or otherwise made available via the App or the Services. You shall only submit User Content that is relevant to the App and the Services.
8. Restrictions on User Content and Use of the Services.
The Association reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content. We also reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to member support requests, or (v) protect the rights, property or safety of our members and the public. In using the Solution, you shall not:
copy any materials, content or User Content unless expressly permitted to do so herein;
upload, post, email, transmit or otherwise make available any materials, content or User Content that:
(1) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law or is otherwise objectionable, violates any indecency, child protection, race, hatred and terrorism laws or that contains pornographic images;
(2) you do not have a right to make available under any law or under a contractual relationship;
(3) includes children or any third party without their consent (or the consent of a parent or guardian in the case of children);
(4) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
(5) uses communication features of the App or the Services (or other functionality made available through the App or the Services) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation;
(6) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, telecommunications equipment or data, the App, the Website or that of any members or viewers of the Website or the App, or that compromises a member’s privacy; or
(7) contains any falsehoods or misrepresentations or creates an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
impersonate any person or entity or misrepresent their affiliation with a person or entity;
harass, threaten, intimidate, embarrass, disparage, or do anything else to any other member that is offensive, unwarranted or unwanted (as determined by the Association at its sole discretion);
forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Solution or impersonate another person or organization;
interfere with or disrupt the Solution or servers or networks connected to the Solution, or disobey any requirements, procedures, policies or regulations of networks connected to the Solution or probe, scan or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;
use any automated data-gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor any portion of the Website or the App, without the Association’s express written consent, which may be withheld in its sole discretion;
intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
collect or store personal data about other members or viewers;
disrupts the flow of conversations in User Content or post with vulgar or abusive language, excessive “shouting” in ALL CAPS, spamming or flooding;
license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Solution;
modify, translate, make derivative works of, disassemble, duplicate, adapt, hack, decompile, reverse compile, modify or reverse engineer any part of the App or any software provided as part of the Services or to falsely imply that another website is associated with the Services, the Association or any other Association service, except to the extent the foregoing restrictions are expressly permitted by applicable law;
violate the terms of use applicable to any other social network for which the Technology Licensor provides services;
create Log-in Credentials for any unauthorized person or entity or allow any unauthorized person or entity to access your account or the Solution; or
copy, reproduce, duplicate, upload, post, host, display or perform (publicly or otherwise) market, advertise, promote, distribute, transmit or otherwise disseminate any content (including, without limitation, any related data or information) that is illegal or otherwise promotes or encourages any illegal activity.
You also agree not to access the Solution in a manner that utilizes the resources of the Solution more heavily than would be the case for an individual person using a conventional web browser or access functionality. If bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by the Association) of other members, we reserve the right to immediately disable your account and/or throttle its usage until you can reduce its bandwidth consumption.
9. License of Content to the Association.
By submitting, posting or displaying User Content on or through the App or the Services, you grant us (and our agents) a nonexclusive, royalty-free, perpetual (i.e., during and after the term of this Agreement), irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content for any lawful purpose, including, but not limited to, the extent necessary to provide the App and the Services, the creation of aggregated and anonymized market research statistics and the retention and use of copies of any such User Content and any other information received from you after the term of this Agreement. We will not share any Confidential Information, including member data, with any third parties, except as set out in our Privacy Policy found here:https://www.city1stassociation.com/privacy-policy. The Association will not be responsible or liable for any use of User Content in accordance with this Agreement. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content submitted.
10. Access and Interference
The Association expressly reserves the right to remove any User Content or other materials and terminate any account that contains any User Content, data or information that it or the Technology Licensor determines, in their sole discretion, to be illegal, unlawful, harassing, threatening, intimidating or an infringement of any third party’s intellectual property rights or other proprietary rights, or any violations of any of the terms or restrictions referenced in this Agreement.
11. Availability & Updates
The Association may alter, suspend or discontinue the Solution, or your access thereto or use thereof at any time and for any reason or no reason, without notice, but will attempt to provide notice of the same. The Solution may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. The Association may periodically add or update the information and materials on the Solution without notice. You may need to update third-party software from time to time in order to use the Solution.
12. Security
Information sent or received over the Internet is generally unsecure and the Association cannot and does not make any representation or warranty concerning security of any communication to or from the Solution or any representation or warranty regarding the interception by third parties of personal or other information. You understand that the technical processing and transmission of the Solution, including User Content and any other information, data or content from you, 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. You are liable for any payment obligations incurred by selecting specific paid features or services. The Association will not be liable for any loss or damage arising from your failure to comply with these requirements and may suspend or terminate this Agreement for any violation thereof.
13. Confidentiality
“Confidential Information” means information of a party (the “Disclosing Party”) that the other party (the “Receiving Party”) receives in connection with the Solution, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, customer information, transactional information and any other nonpublic content posted, transmitted or accessed through the Solution. The Receiving Party shall (i) limit access and use of the Disclosing Party’s Confidential Information to those of the Receiving Party’s employees and agents that require such access and use in connection with the Services; (ii) not disclose the Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section 13 shall prevent a Receiving Party from disclosing Confidential Information of the Disclosing Party to a third party or using the Confidential Information of the Disclosing Party to the extent that such Confidential Information is: (a) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (b) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (c) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (d) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that the Receiving Party receives a request or order to release the Disclosing Party’s Confidential Information, the Receiving Party will notify the Disclosing Party promptly (to the extent permitted by law), so that the Disclosing Party may seek a protective order to prevent the disclosure of its Confidential Information.
14. Responses to Law Enforcement
The Association will respond to all valid, legal requests to the extent permitted by this Agreement, our Privacy Policy found here: https://www.city1stassociation.com/privacy-policy and applicable law. All requests for disclosure of your information and account information should be directed to the Association and marked “Legal” to our offices at 2300 Stanwell Drive Suite A, Concord, CA 94520 with a copy to support@city1stassociation.com. A valid legal request will take the form of: (i) a valid police request in the case of disclosure of your basic information in relation to alleged crimes such as fraud by you; (ii) a binding court order compelling disclosure of certain records such as your records and account details but not contents of communications; and/or (iii) a search warrant where contents of communications are sought. Unless prohibited by applicable law or where the court order, subpoena or warrant requires no notification or delayed notification, the Association may notify you when we receive legal process from a third party requesting your data. The Association may choose not to notify you if the Association deems, in its sole discretion that providing notice would be ineffective, prejudicial or might create a risk of injury or bodily harm to an individual or group, or to our property.
15. Dispute Resolution
Please read the Membership Principles & Guidelines (found here: [link?]) that control any disputes you may lodge or claim with the Association and/or other members, require your participation in a specific dispute resolution process, and limit the manner in which you can seek relief. YOU AND THE ASSOCIATION HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN A COURT OF EQUITY OR LAW. You acknowledge and agree that any dispute or claim relating in any way to access or use the Solution, to any products sold or distributed through the Solution, to any interaction with another member, to the Services or to any aspect of your relationship with the Association or other members, will be resolved solely and exclusively by the dispute resolution process set forth in the Membership Principles & Guidelines, rather than in any court of equity or law.
16. Digital Millennium Copyright Act (“DMCA”)
We respect the intellectual property of others, and we ask you and visitors to do the same. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers. We may also at our sole discretion limit or suspend access to the Solution and/or terminate the accounts of any members who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If it is believed that a member is a repeat infringer, please provide information sufficient for us to verify that such member is a repeat infringer when filing your notice. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the designated agent (see below). ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. We will process and investigate notices (each, a “Notice”) of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of Notices complying with the DMCA, we will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing. If it is believed that a work has been copied in a way that constitutes copyright infringement, please provide us the following information in the Notice (to be effective, the notification must include ALL of the following):
a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly being infringed;
a description of the copyrighted work claimed to have been infringed;
a description of where the material claimed to be infringed is located on the Solution;
contact address, telephone number, and email address and all other information reasonably sufficient to permit us to contact you;
a statement of good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement, made under penalty of perjury, that the above information in the Notice is accurate and as the copyright owner or as the authorized agent thereof may act on behalf of the owner of an exclusive right that is allegedly being infringed.
Notices of claimed copyright infringement should be directed to our designated agent:
By mail:
City 1st Association, Inc.
2300 Stanwell Drive, Suite A
Concord, CA 94520
Attn: Darral W. Brown
THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE ASSOCIATION THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS SERVICES-RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON OUR PRIVACY PRACTICES, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
17. Communications Decency Act Notice
Pursuant to 47 U.S.C. Section 230(d) (as amended from time to time), please be notified that parental control protections (such as computer hardware, software or filtering services) are commercially available to you that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the following two websites:
GetNetWise (http://kids.getnetwise.org/); and
On Guard Online (http://onguardonline.gov/).
Please be advised that we do not endorse either of the above websites or any of the products or services available at such websites.
18. Notice for California Residents
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If there is a question or complaint regarding the Website or the App, please contact us by writing to:
City 1st Association, Inc.
2300 Stanwell Drive, Suite A
Concord, CA 94520
Attn: Darral W. Brown
Telephone: Office 925.332.0565 • Fax 925.334.7474
Email: dbrown@city1stassociation.com
California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at:
1625 North Market Blvd.
Sacramento, CA 95834
(916) 445-1254 or (800) 952-5210
19. Termination
This Agreement, your account, subscription and membership will continue in effect after approval until terminated by either you or the Association as set forth below. You are solely responsible for properly cancelling your account and membership. If you want to terminate this Agreement, your account, subscription and membership, you may do so by emailing us at support@city1stassociation.com with a request to have your account deleted and membership canceled. Your account will be closed and your ability to log in deactivated immediately. The Association account data will be removed within 48 hours subject to and as explained in our Privacy Policy. Please see Section 3 above for details regarding the effect cancellation has on your payment obligations and payments made.
The Association may at any time, without prior notice, immediately, upon notice to the e-mail address provided by you as part of your registration information, terminate this Agreement and your ability to access the Solution or portions thereof for the following causes, including, but not limited to:
if you have breached or violated any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement) or any other agreement with the Association (including, without limitation, nonpayment of any fees owed in connection with the Solution or otherwise owed by you to the Association);
if the Association in its sole discretion believes it is required to do so by law (for example, where the provision of the Solution to you is, or becomes, unlawful or requests by law enforcement or other government agencies or participation by you, directly or indirectly, in fraudulent or illegal activities);
a request by you;
discontinuance or material modification to the Solution (or any part thereof);
unexpected technical, security or legal issues or problems; or
verbal, physical, written or other abuse (including threats of abuse or retribution) toward any Association employee, member or officer.
Termination of access to the Solution may also include removal of some or all of the materials uploaded by you, including User Content. You acknowledge and agree that all terminations may be made by the Association in its sole discretion and that the Association shall not be liable to you or any third party for any termination of access to the Solution or for the removal of any of the materials uploaded by you to the Solution. Any termination of this Agreement by the Association shall be in addition to any and all other rights and remedies that the Association may have.
20. Disclaimer of Representations, Warranties and Conditions
THE SOLUTION AND ALL MATERIALS, INFORMATION, CONTENT, SERVICES AND PRODUCTS PROVIDED THEREIN OR OTHERWISE ASSOCIATED WITH THE ASSOCIATION (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE ASSOCIATION DOES NOT WARRANT THAT THE SOLUTION WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE SOLUTION WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SOLUTION WILL BE CORRECTED. IN ADDITION, THE ASSOCIATION SPECIFICALLY DISCLAIMS ALL, AND MAKES NO, REPRESENTATIONS, WARRANTIES, GUARANTEES AND/OR CONDITIONS OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOLUTION, INCLUDING ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOLUTION, IS AT YOUR SOLE DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, FOR ANY LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. THE ASSOCIATION MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE MATERIALS, INFORMATION OR CONTENT OF THE SOLUTION (WHETHER OR NOT SPONSORED), THAT THE MATERIALS, INFORMATION OR CONTENT THAT MAY BE AVAILABLE THROUGH THE SOLUTION IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, NOR THAT THE SOLUTION WILL BE UNINTERRUPTED, TIMELY PROVIDED OR SECURE. THE ASSOCIATION MAKES NO GUARANTEE THE SOLUTION WILL MEET YOUR EXPECTATIONS OR SPECIFIC REQUIREMENTS. THE ASSOCIATION DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SOLUTION OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE SOLUTION OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE SOLUTION, AND THE ASSOCIATION SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. THE ASSOCIATION WILL NOT BE LIABLE FOR ANY TYPE OF MATERIALS, INFORMATION OR CONTENT EXCHANGED BY MEANS OF THE SOLUTION.
21. Limits of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER THE ASSOCIATION OR ANY OF ITS AFFILIATES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, LICENSORS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF THE ASSOCIATION BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, YOUR USE OF OR INABILITY TO USE THE SOLUTION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN THE INFORMATION, MATERIALS OR CONTENT ON THE SOLUTION, ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO USE OF THE SOLUTION OR THIS AGREEMENT, EVEN IF THE ASSOCIATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE ASSOCIATION’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO THE ASSOCIATION FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM.
22. Indemnification
You will defend and indemnify the Association and hold it and its affiliates, officers, directors, employees and agents harmless from any and all claims, actions, proceedings, losses, deficiencies, damages, liabilities, costs and expenses (including but not limited to reasonable attorneys’ and experts’ fees and all related costs and expenses) incurred by them as a result of any third-party claim, judgment or adjudication related to or arising from any or all of the following: (a) your use of the Solution; (b) breach of any of your obligations, representations or warranties in this Agreement; or (c) your failure to comply with applicable laws and regulations.
23. Your License
Except for User Content, the Solution and the information, materials and underlying software contained therein or related thereto, are the property of the Association and its licensors, and are protected from unauthorized copying, use and dissemination by copyright law, trademark law and other intellectual property laws. Subject to this Agreement, the Association hereby grants you, effective upon enrollment as a member and completion of registration of an account that entitles you to access and use the Solution, a personal, limited, nonexclusive, non-sublicensable, nontransferable, revocable right and license to (a) use the Website for your personal use and internal business purposes only, and (b) download, install and use one copy of the App on a mobile device that you own or control for your personal use and internal business purposes only (the “License”). Furthermore, with respect to any application accessed through or downloaded from an App Store (as defined herein) (an “App Store Sourced Application”), you will use the App Store Sourced Application only (a)(1) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) or (2) on products that run the Android operating system, as applicable, and (b) as permitted by the “Usage Rules” or similar terms set forth in the applicable App Store Terms of Service. The App is licensed and not sold. Nothing in this Agreement gives you a right to use the Association names, trademarks, logos, domain names and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Solution. Any future release, update or other addition to functionality of the Solution shall be subject to the terms of this Agreement. You are not permitted to create a hyperlink to any page or portion of the Website or frame any page or portion of the Website without the prior written permission of the Association. Any use of the information or materials provided on or in the Solution that does not comport with the License shall be an unauthorized use and subject to civil and criminal penalties as provided by U.S. and international intellectual property laws and other applicable laws.
24. Feedback
If you provide the Association with any suggestions, comments or other feedback relating to any aspect of the Solution (“Feedback”), the Association may use such Feedback in the Solution or in any other Association products or services (collectively, “Association Offerings”). Accordingly, you agree that: (a) the Association is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to the Association, (c) the Association (including all of its successors and assigns and any successors and assigns of any of the Association Offerings) may freely use, reproduce, publicize, license, distribute and otherwise commercialize Feedback in any Association Offerings, and (d) you are not entitled to receive any compensation or reimbursement of any kind in respect of the Feedback.
25. Advertising
You acknowledge and agree that the Solution may contain advertisements. If you elect to have any business dealings with anyone whose products or services may be advertised on the Solution, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that the Association shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
26. Links & Third-Party Websites and Integrations; Contests
The Solution (including User Content) may contain links to other websites that are not owned or controlled by the Association or may make it possible for you to elect to use third-party services with the Solution where such third-party service providers have integrated with the solution (“Third Party Integration Partners”). In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by the Association of that third party or third-party product or service. The Association is also not responsible for the content of any linked websites or for the delivery of any product or service offered by third parties including Third Party Integration Partners. In order to receive access to a Third Party Integration Partner’s products or services, you will need, in most cases, to sign up directly with the Third Party Integration Partner. Any third-party websites or services (including those offered by Third Party Integration Partners) are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website(s) does not imply that the Association endorses or accepts any responsibility for the content or use of such websites, and you hereby release the Association from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites. While the Association does not prohibit linking to third-party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the restricted content in Section 8 of this Agreement. The Association reserves the right to prohibit or remove (or require you to remove) any link to the Website or in the App, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. The Association may from time to time offer promotions, sweepstakes, giveaways and contests on the Website or in this App. Participation in such initiatives requires your agreement to the contest rules that govern the specific promotional event.
27. App Stores
You acknowledge and agree that the availability of the App and the Services is dependent on the third party from which you received the App license, e.g., the Apple App Store or Google Play (each an “App Store”). You acknowledge that this Agreement is between you and the Association and not with the App Store. The Association, not the App Store, is solely responsible for the Solution, the content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Solution. You agree to comply with, and its license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Solution. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.
28. Governing Law
Subject to Section 15 of this Agreement, this Agreement, and your relationship with the Association under this Agreement, shall be governed by and interpreted in accordance with the laws of the State of California without regard to its conflict or choice of laws provisions. Notwithstanding the foregoing or anything to the contrary set forth in the Membership Principles & Guidelines, in the event of potential imminent harm requiring temporary or preliminary injunctive relief, the Association may seek injunctive relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, the Association is able to offer the Solution at the terms designated, with or without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM INFORMATION TRANSACTIONS ACT ARE EXPRESSLY EXCLUDED FROM APPLICATION TO THIS AGREEMENT.
You also acknowledge and understand that, with respect to any dispute with City 1st Association, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Solution or this Agreement YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
29. Severability
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. You agree that if the Association does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which the Association has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Association’s rights and that those rights or remedies will still be available to the Association. This Agreement represents the entire understanding and agreement between you and the Association regarding its subject matter, and supersedes all other understandings and agreements.
30. Assignment
You may not assign this Agreement, or any rights or licenses granted hereunder, whether voluntarily, by operation of law or otherwise without the Association’s prior written consent. We may assign this Agreement without restriction.
If there are any questions about these Terms of Membership and Service or if there is any complaint or claim with respect to the Solution, please contact us at: support@city1stassociation.com.