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This License and Services Agreement (this "Agreement")
is made by and between Multicity, Inc., a Delaware corporation
having a principal place of business at 8330 Boone Blvd., Suite
600, Vienna, VA 22182 ("Multicity"), and You, as a
purchaser of the Multicity tools (whether through a package,
or stand alone) available from the Multicity web site (collectively,
the "Multicity Tools").
In exchange for the mutual promises herein and for other good
and valuable consideration, the receipt of which is acknowledged,
the parties hereby agree as follows:
1. Tools and Services
1.1. License Grant. Multicity hereby grants you, a non-exclusive,
worldwide, royalty-bearing internal license to use (solely in
connection with providing online communication or community
services to users of Your web site as contemplated by this Agreement)
and integrate the Multicity Tools into Your site, and to publicly
display and allow Your users to access and use the Multicity
Tools by means of Your site solely through Your site. The Multicity
Tools shall be hosted and maintained by Multicity.
1.2. Features of the Multicity Tools. The features of the Multicity
Tools for which you purchase shall be as set forth on the Multicity
web site. Multicity reserves the right to change, alter or disable
any such features at any time and in its sole discretion.
1.3. User Agreement. You agree that You and all visitors to
Your site who attempt to access the Multicity Tools will comply
with Multicity's then-current User Agreement, a copy of which
can be found at http://www.multicity.com/about/policy/User.html.
The terms of the User Agreement are incorporated herein by reference.
1.4. No Unbundling or Alteration. You will not: (i) use the
Multicity Tools except as provided for herein; nor (ii) alter,
modify, improve, reverse engineer, disassemble or decompile
the Multicity Tools.
2. Fees.
2.1 Payment of Fees. You agree to the price and to the term
of the Multicity Tools, packages or Add-On, as the case may
be, as set forth on the Multicity web site. Multicity reserves
the right to change such prices and terms at any time and in
its sole discretion. Upon the expiration of the term for Your
Multicity Tools, Your subscription to the Multicity Tools shall
automatically be renewed upon the same terms and conditions
and Your credit card shall automatically be billed to reflect
such renewal. Unless specifically set forth on the Multicity
web site, any fees paid Multicity shall be non-refundable. If
you wish to cancel your subscription to the Multicity Tools,
please send us written notification via e-mail to support@multicity.com
at least five (5) business days prior to Your expiration date.
2.2 Display of Multicity Advertising. With respect to certain
packages and other Multicity Tools, You agree that, without
any accounting to You, Multicity may charge a fee to third parties
for the inclusion of advertising or other material in the Multicity
Tools. You may not (nor may you permit your customers or end-users)
to obstruct, disable or in any way interfere with the display
of such advertising. Such advertising will be subject to the
Multicity's Privacy Policy, a copy of which can be found at
http://multicity.com/about/policy/Privacy_Policy.htm.
3. Promotion
3.1 Branding. The Multicity Tools will prominently display a
"Powered by Multicity" button, and a visible link
to the Multicity web site.
3.2 Publicity. Multicity and You may use each other's name in
press releases, on web sites and other promotional material.
4. Trademarks.
4.1. Ownership of Marks. Everything you see or read on the Multicity
site is owned by us or used with permission.
4.2. Use of Marks.
4.2.1. Multicity Marks. You may not copy, use, or retransmit
anything from our site without our express written permission.
Furthermore, You are not allowed to post or distribute any material
You do not own or which you do not have permission to use. Violation
of this policy may result in copyright, trademark, or other
intellectual property rights violations and subject You to civil
or criminal penalties.
4.2.2 Your Marks. You hereby grant Multicity a worldwide, non-exclusive,
royalty-free, perpetual, irrevocable license under Your copyrights,
trademarks or other intellectual property rights, if any, in
such material, to use and display such material in any and all
media, in any manner, in whole or in part, without any duty
to account to You therefore.
5. Indemnification.
As a user of the Multicity Tools, You agree to indemnify Multicity
and its advertisers against any and all claims and expenses,
including attorneys' fees, arising from Your use of the Multicity
Tools. This expressly includes: (i) Your responsibility for
any and all liability arising from the violation or infringement
of proprietary rights or copyrights; (ii) any libelous or unlawful
material contained within Your postings, chat comments, instant
messages or submissions of any sort; (iii) any product or service
sold, licensed or otherwise made available on Your web site
or by You (except for the Multicity Tools furnished pursuant
to this Agreement); (iv) advertising displayed on Your web site
or displayed in the body of the Multicity Tools by an entity
other than Multicity; (v) any of Your end-user generated content
or actions taken by Your end-users via the Multicity Tools;
or (vi) Your breach or alleged breach of any representations
or warranties under this Agreement.
6. Limitation of Liability.
IN NO EVENT SHALL MULTICITY AND/OR ITS PARTNERS, ADVERTISERS
OR THIRD PARTY CONTENT PROVIDERS (COLLECTIVELY, "MULTICITY")
BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,
CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF
THE MULTICITY TOOLS, WITH THE DELAY OR INABILITY TO USE THE
MULTICITY TOOLS, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES,
OR FOR ANY INFORMATION, PRODUCTS, SERVICES AND RELATED GRAPHICS
OBTAINED THROUGH THE MULTICITY TOOLS, OR OTHERWISE ARISING OUT
OF THE USE OF THE MULTICITY TOOLS, WHETHER BASED ON CONTRACT,
TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MULTICITY
HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED
WITH ANY PORTION OF THE MULTICITY TOOLS, OR WITH ANY OF THESE
TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE
USING THE MULTICITY TOOLS.
7. Warranties.
7.1 Power; Authorization; Compliance. Each party hereto represents
and warrants to the other that (a) it is authorized, empowered,
and able to enter into and fully perform its obligations under
this Agreement; (b) its performance of this Agreement, and the
other party's exercise of such other party's rights under this
Agreement, will not conflict with or result in a breach or violation
of any of the terms or provisions or contribute a default under
any agreement to which it is a party; and (c) will comply with
all applicable laws, regulations and code, of any governmental
authority of competent jurisdiction in its performance of this
Agreement.
7.2 No other warranties. MULTICITY MAY MAKE IMPROVEMENTS AND/OR
CHANGES IN THE MULTICITY TOOLS AT ANY TIME. MULTICITY MAKES
NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,
TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS, SERVICES
AND RELATED GRAPHICS CONTAINED ON THE MULTICITY TOOLS FOR ANY
PURPOSE. ALL SUCH INFORMATION, PRODUCTS, SERVICES AND RELATED
GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND. MULTICITY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS
WITH REGARD TO THIS INFORMATION, PRODUCTS, SERVICES AND RELATED
GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT.
8. Term and Termination.
8.1. Term. Multicity reserves the right, in its sole discretion,
to terminate your access to any or all Multicity Tools and the
related services or any portion thereof at any time, without
notice. Should Multicity terminate Your access to the Multicity
Tools through no fault of Yours and You have prepaid for a package,
Multicity shall refund You a pro rata portion of the fees paid
based on the unused term of your prepaid packages. Multicity
may delete any and all information, communications, postings,
or submissions for online conduct that Multicity believes is
harmful to other users, the business of Multicity, or other
third-party information providers.
8.2. Effect of Termination or Expiration.
8.2.1. Rights and Licenses. On the effective date of any such
termination or expiration of Your access to the Multicity Tools,
all rights and licenses granted by Multicity under this Agreement
shall terminate.
9. General Provisions.
9.1. Governing Law. This Agreement is governed by the laws of
the Commonwealth of Virginia, U.S.A. You hereby consent to the
exclusive jurisdiction and venue of courts in Fairfax County,
Virginia, U.S.A. in all disputes arising out of or relating
to the use of the Multicity Tools. Use of the Multicity Tools
is unauthorized in any jurisdiction that does not give effect
to all provisions of these terms and conditions, including without
limitation this paragraph.
9.2. Compliance with Laws. Multicity's performance of this Agreement
is subject to existing laws and legal process, and nothing contained
in this agreement is in derogation of Multicity's right to comply
with governmental, court and law enforcement requests or requirements
relating to your use of the Multicity Tools or information provided
to or gathered by Multicity with respect to such use.
9.3. Independent Contractors. The parties to this Agreement
are independent contractors, and no agency, partnership, franchise,
joint venture or employee-employer relationship is intended
or created by this Agreement. Neither party may take any actions
that are binding on the other party. Without limiting the foregoing,
neither party shall make any representations or warranties to
third parties on behalf of the other party.
9.4. Severability; Headings. If any provision of this Agreement
is held to be invalid or unenforceable for any reason, including,
but not limited to, the warranty disclaimers and liability limitations
set forth above, the remaining provisions will continue in full
force without being impaired or invalidated in any way to the
fullest extent consistent with the intent of this Agreement.
The parties agree to replace any invalid provision with a valid
provision that most closely approximates the intent and economic
effect of the invalid provision. Headings are for reference
purposes only and in no way define, limit, construe or describe
the scope or extent of such section, or in any way affect this
Agreement.
9.5. Entire Agreement; Waiver. This Agreement sets forth the
entire understanding and agreement of the parties, and supersedes
any and all prior or contemporaneous oral or written agreements
or understandings between the parties, as to the subject matter
of this Agreement.
9.6. Assignment. This Agreement may be assigned in whole or
in part by either party hereto without the prior written consent
of the other.
9.7. Miscellaneous. A printed version of this Agreement and
of any notice given in electronic form shall be admissible in
judicial or administrative proceedings based upon or relating
to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally
generated and maintained in printed form. Any rights not expressly
granted herein are reserved.
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