The following terms and conditions govern all use of the MyDowntown Mobile® (a trademark of Gruskin Architecture + Design, P.C.) mobile application (App) and website and all content, services, and products available at or through the website (collectively, the “Service”). The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein, and all other operating rules, policies (including, without limitations, MyDowntown Mobile’s Privacy Policy and Acceptable Use Policy) and procedures that may be published from time to time on this site www.MyDowntown-Mobile.com. For purposes of this policy, the terms “you, your, and yourself” refer to the “Client.”
Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Service or use any services. If these terms and conditions are considered an offer by MyDowntown Mobile, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least thirteen (13) years old.
- Your MyDowntown Mobile Account and Site. If you create a mobile application and social network on the Service, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the mobile application and social network. You must not describe or assign keywords to your social network in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and MyDowntown Mobile may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause MyDowntown Mobile liability. You must immediately notify MyDowntown Mobile of any unauthorized uses of your social network, your mobile application, your account or any other breaches of security. MyDowntown Mobile will not be liable for any acts or omissions by You or your customers, including any damages of any kind incurred as a result of such acts or omissions.
- Responsibility of Contributors. If you operate a mobile application, operate a social network, post material to the Service, post links on the Service, or otherwise make (or allow any third party to make) material available by means of the Service (any such material, “Content”) or other services, You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- you own the rights to all intellectual property and content provided to GG/GAD, whether provided by yourself or a representative from your company or company’s vendor, for inclusion in the App, including but not limited to any software;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine-or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites, or to further unlawful acts (such as pfishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- your mobile application and social network are not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;
- your mobile application or social network are not named in a manner that misleads your readers into thinking that you are another person or company. For example, your social network’s URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, use and effects of the materials, whether requested to do so by social network or otherwise.
- By submitting Content to MyDowntown Mobile for inclusion of any services or applications provided by MyDowntown Mobile, you grant MyDowntown Mobile a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your mobile application and social network. If you delete Content, MyDowntown Mobile will use reasonable efforts to remove it from the Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, MyDowntown Mobile has the right (though not the obligation) to, in MyDowntown Mobile’s sole discretion (i) refuse or remove any content that, in MyDowntown Mobile’s reasonable opinion, violates any MyDowntown Mobile policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Service to any individual or entity for any reason, in MyDowntown Mobile’ sole discretion. MyDowntown Mobile will have no obligation to provide a refund of any amounts previously paid.
- Responsibility of Service Visitors. MyDowntown Mobile has not reviewed, and cannot review, all of the material, including computer software, posted to the Service, and cannot, therefore, be responsible for that material’s content, use or effects. By operating the Service, MyDowntown Mobile does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. MyDowntown Mobile disclaims any responsibility for any harm resulting from the use by visitors of the Service, or from any downloading by those visitors of content there posted.
- Content Posted on Other Services. We have not reviewed, and cannot review, all of the material, including computer software, made available through the services and webpages to which MyDowntown Mobile links, and that link to MyDowntown Mobile. MyDowntown Mobile does not have any control over those non-MyDowntown Mobile services and webpages, and is not responsible for their contents or their use. By linking to a non-MyDowntown Mobile website or webpage, MyDowntown Mobile does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and any other harmful or destructive content. MyDowntown Mobile disclaims any responsibility for any harm resulting from your use of non-MyDowntown Mobile websites and webpages.
- Copyright Infringement and The Digital Millennium Copyright Act of 1998 (“DMCA”). As MyDowntown Mobile asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by MyDowntown Mobile or any MyDowntown Mobile mobile application or social network violates your copyright, you are encouraged to notify MyDowntown Mobile in accordance with The Digital Millennium Copyright Act of 1998 (“DMCA”). MyDowntown Mobile will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of MyDowntown Mobile or others, MyDowntown Mobile may, in its discretion, terminate or deny access to and use of the Service. In the case of such termination, MyDowntown Mobile will have no obligation to provide a refund of any amounts previously paid to MyDowntown Mobile.
- Intellectual Property. This Agreement does not transfer from MyDowntown Mobile to you any MyDowntown Mobile or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with MyDowntown Mobile, the MyDowntown Mobile logo, and all other trademarks, service marks, graphics, and logos used in connection with MyDowntown Mobile, or the Service are trademarks or registered trademarks of MyDowntown Mobile’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any MyDowntown Mobile or third-party trademarks.
- Upgrades. MyDowntown Mobile may, in the future, offer new services and/or features through the Service (including the release of new tools, resources, and modifications, as well as termination of released features). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- Termination. MyDowntown Mobile develops its applications based upon a software platform. In the event the software is otherwise no longer available as the platform for the application, MyDowntown Mobile may cancel the Service upon thirty (30) days written notice, in which case MyDowntown Mobile will have no further obligation or liability to the Client. The Client will be reimbursed based upon the pro-rata share of outstanding Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limits of liability.
- Disclaimer of Warranties. The Service is provided “as is.” MyDowntown Mobile and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither MyDowntown Mobile nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Service at your own discretion and risk.
- Limitation of Liability. In no event will MyDowntown Mobile, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to MyDowntown Mobile under this Agreement during the twelve (12) month period prior to the cause of action. MyDowntown Mobile shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- General Representation and Warranty. You represent and warrant that (i) your use of the Service will be in strict accordance with the MyDowntown Mobile Privacy Policy and Acceptable Use Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.
- Indemnification. You agree to indemnify and hold harmless MyDowntown Mobile and Gruskin Architecture + Design, P.C., its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including, but not limited to, your violation of this Agreement.
