Terms of Service

Introduction

OpenAdvocate is a hosted web service provided by Urban Insight, Inc. Please read these terms and conditions of use carefully as they may have changed since your last visit to this web site. By using the OpenAdvocate service, you indicate your acceptance of these terms and conditions. If you do not accept these terms and conditions, you should not use the service. However, we think these Terms of Service are fair, and typical of hosted services. If you have concerns about our Terms of Service, we would like to hear about your concerns so we can evaluate if we should update our Terms of Service. Please send us an email at support@urbaninsight.com, and we’ll respond promptly.

OpenAdvocate Terms of Service

Welcome to OpenAdvocate (the “Service”), made available to you by Urban Insight, Inc. (“Urban Insight” or “we”). The terms and conditions set forth below (the “Agreement”) govern your use of the Service. By using or operating the Service, whether or not you register for the Service, you expressly agree to be bound by this Agreement and to follow all its terms and conditions and any applicable laws and regulations governing the Service. If you do not agree with any of the following terms, your sole recourse is not to use the Service. If you have any questions about these Terms of Service, contact Urban Insight at support@urbaninsight.com.

1. Agreement

This Agreement sets forth the terms and conditions under which Urban Insight makes the Service available to you.

2. License Grant.

Subject to your compliance with the terms and conditions of this Agreement, Urban Insight hereby grants you a non-exclusive, non-transferable, revocable license for you and your Users to access and use the Service solely for purposes of creating and managing web sites. A “User” shall mean you unless you are a corporate or similar entity, in which case a User shall mean any of your employees, consultants or independent contractors. This license is restricted to use by you and your Users and does not include the right to permit any non-User to access or use the Service. All rights not expressly granted to you are reserved by Urban Insight and its licensors. There are no implied rights.

3. Use of the Service.

In order to use the Service, you are responsible at your own expense to access the Internet, either directly or through devices that access web-based content. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. You shall not attempt to access any other of Urban Insight’s systems, programs or data that are not made available for public use. The content and software providing the Service is the property of Urban Insight and/or its licensors and is protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works of the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. This is an Agreement for services and access to the Service only, and you are not granted a license to any software by this Agreement. Unauthorized use, resale or commercial exploitation of the Service in any way is expressly prohibited. Without Urban Insight’s express prior written consent in each instance, you shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of any of the Service or any software or data related to the Service or used to make the Service available to you. You shall take all measures necessary to ensure compliance by all of your Users who access and use the Service with these terms and conditions and shall be liable for any breach by such Users of such terms and conditions. You are responsible for maintaining the security of your account, passwords and files.

In addition, you agree that you will not (nor allow any other person or entity to):

  1. Interfere or attempt to interfere with the proper working of the Service, the Urban Insight servers or any activity being conducted on the Urban Insight servers.
  2. Use the Service other than in accordance with all applicable laws and regulations (including but not limited to the federal CAN-SPAM Act of 2003 and all other applicable laws related to spamming and privacy). Urban Insight may, in its sole discretion, block any email messages, remove any of your content or prohibit any use of the Service that it believes may be in violation of the foregoing.
  3. Use any software or intellectual property for which you do not have an appropriate license.
  4. Use the Service to promote, facilitate or permit gambling.
  5. Post, transmit, facilitate, or link to (i) content that Urban Insight determines constitutes pornography, or is sexually explicit, or adult in nature or (ii) illegal activities, including, without limitation, child pornography and libelous, defamatory or otherwise malicious information.
  6. Advocate or facilitate activities that (i) contain threats or incite violence towards individuals or entities, (ii) are harmful to any person or entity or (iii) are discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age.
  7. Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity or indicate that you are an employee or representative of Urban Insight or its affiliates for any purpose, including, without limitation, phishing or pharming.
  8. Post, upload or transmit any content or other material that is fraudulent or violates or infringes the rights of others, including material that violates privacy or publicity rights, or infringes copyright, trademark or other proprietary rights.
  9. Post, upload or transmit any information, software or other material that contains viruses, unauthorized data, malware, Trojan horses, spyware, worms or other harmful or corrupted components.
  10. Use the Service as a file sharing service and are discouraged from hosting downloads of files that are larger than 50MB. Urban Insight reserves the right to refuse to host any large downloadable files. If Urban Insight considers you to be using the Service solely as a remote file server, your account may be terminated, your site(s) may be suspended and all files associated with your site(s) permanently removed.
  11. Engage in or facilitate illegal export of any restricted or controlled items, including, without limitation, software, algorithms or data that is subject to export laws or regulations.
  12. Remove the “Powered by OpenAdvocate” block from your site unless you have paid for a subscription plan where removing the block is expressly allowed by Urban Insight.

If you violate the terms of the Service, Urban Insight may suspend your user account and put your site(s) in password protected mode and maintenance mode until the violation is cured. Password protected mode is defined as a state where public visitors can view your site(s) only with the use of a username and password. Maintenance mode is defined as a state where public visitors cannot view your site(s), but in which you can use your User account credentials to access the administration interface to modify your site(s).

In the case of serious violations to the terms of Service or in the case of other violations that are not cured within a reasonable time frame (as determined by Urban Insight in its sole discretion), Urban Insight may, in addition to its other legal rights and remedies available hereunder and at law or in equity, delete your account and your site(s) from the Service. In either case, you may be permanently restricted from holding an account to the Service. The decision about whether an account or site is in violation of the terms is at the sole discretion of Urban Insight.

4. User Contributions and Privacy.

There are many opportunities within the Service, including but not limited to the OpenAdvocate technical support, User Forums, and commenting on Urban Insight blog posts, for you to actively participate. In the process of doing so, you may provide certain comments, suggestions, data, or other information to Urban Insight about the Service (collectively “Information”). Urban Insight shall have the right to retain and use any such Information in current or future products or services, without further compensation to you. To the extent such Information is protectable under intellectual property laws, you agree to cooperate with Urban Insight as needed to obtain such protection as Urban Insight may desire and you agree to assign your rights in such Information to Urban Insight.

5. Support

Technical support is provided as specified on the OpenAdvocate pricing page. Your monthly fee includes up to ten technical support contacts per calendar month. If you exceed this number of technical support requests, Urban Insight may, at its sole discretion, notify you that additional support request will be subject to a $75 fee per additional request.

6. Your Content.

As used herein, “content” means text, images, photos, audio, video, CSS, Javascript, and all other forms of data or communication. You alone are responsible for your content. You assume all risks associated with your content, including any person or entity’s reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in your content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of, your content as described herein. You may not imply that your content is in any way sponsored or endorsed by Urban Insight. You further understand that any content or materials that you post, upload or transfer in connection with the Service, will be made available to the public.

You may request an export of your website content at any time. The content export will not include the following OpenAdvocate features, which are proprietary to OpenAdvocate: Management Dashboard, Contextual help and videos, Additional themes, Quickstart configuration and Image library.

You hereby grant Urban Insight, its affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right and license to use, reproduce, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish your content solely in connection with making the Service available to you. You acknowledge that Urban Insight prohibits any content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded in connection with the Service. Accordingly, by adding or uploading content, you are warranting that you own all proprietary rights, including copyright, in and to the content with full power to grant the rights contemplated to be provided in the content. In addition, to the extent that the content contains images of people or persons, you represent and warrant that you have obtained permission from the people or persons to use their image on your website. You also warrant that where required by applicable law, you have also obtained a valid and binding release relating to any identifiable property contained in the content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses of such content.

7. Uptime.

Subject to the terms and conditions of this Agreement, Urban Insight shall use commercially reasonable efforts to provide the Service twenty-four (24) hours a day, seven (7) days a week throughout the term of your subscription to the Service. You acknowledge and agree, however, that from time to time the Service may be inaccessible or inoperable for various reasons, including, without limitation, (i) periodic maintenance procedures or repairs which Urban Insight may undertake from time to time; (ii) equipment malfunctions; and (iii) causes beyond the control of Urban Insight, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”).

8. Warranty.

The service is provided to you “as is”. You acknowledge and agree that all warranties, whether express, implied or statutory, and all obligations and representations as to performance, including all warranties which might arise from course of dealing or custom or trade and including all implied warranties of merchantability, fitness for a particular purpose and non-infringement are hereby expressly excluded and disclaimed by Urban Insight. Urban Insight does not warrant that your use of the service will be uninterrupted or error free.

Your sole and exclusive remedy for any failure or nonperformance of the Service or any error or omission in the Service and Urban Insight’s sole obligation shall be for Urban Insight to use commercially reasonable efforts to repair the error or defect in the Service.

9. Limitation of liability.

To the maximum extent permitted by applicable law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall Urban Insight or any of its underlying service providers, suppliers, licensors, officers, directors, employees, distributors or agents be liable to you, your users or any other person or entity for any indirect, special, incidental, cover, reliance or consequential damages, even if advised of the possibility of such damages, or for any claim by any other party. To the maximum extent permitted by applicable law, regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the maximum aggregate liability of Urban Insight to you arising in connection with this agreement or the service shall be limited to the amount you paid Urban Insight for the service in the three (3) months immediately prior to the accrual of the applicable claim. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. You agree that Urban Insight has set its pricing in reliance on the exclusions and limitations of liability set forth in this agreement, and that such limitations shall apply notwithstanding that any limited remedy shall fail its essential purpose.

10. Modifications of Terms

Urban Insight shall have the right to modify the terms and conditions of this Agreement at any time, which modification shall be effective immediately upon posting to the Service (provided that it is not Urban Insight’s intent that such modifications substantially affect the license rights granted to you in this Agreement and for which consideration was paid by you). Accordingly, we suggest that you check this page periodically. To make your review more convenient, we will post a version number or date on the first page.

11. Fees

Your use of the Service will be subject to monthly or annual subscription fees in accordance with the Urban Insight fee schedule (the “Fee Schedule”). Urban Insight reserves the right to change the payment terms and Fees Schedule upon thirty (30) days prior email notice to you (provided that such changes will not go into effect for you until the end of your then current subscription term). At the end of your monthly or annual subscription term, your subscription will automatically renew at the current prevailing price indefinitely unless you elect not to renew your subscription as further described below. You will be solely responsible for, and will promptly pay, all taxes of any kind (including but not limited to sales and use taxes) associated with this Agreement, the Service, or your access to the Service, except for taxes based on Urban Insight’s net income. You shall be obligated to provide Urban Insight with a valid credit card and Urban Insight will charge your credit card, monthly or annually in advance (depending on your subscription), for your use of the Service. If Urban Insight is for any reason unable to effect payment via your credit card, Urban Insight will attempt to notify you via email and your access to the Service may be disabled until payment is received and Urban Insight may put your site(s) in maintenance mode until the violation is cured. You agree to pay reasonable attorneys’ fees and court costs incurred by Urban Insight to collect any unpaid amounts owed by you. Amounts paid for the Service is not refundable. Until your subscription to the Service is terminated, you acknowledge and understand that Urban Insight will continue to charge you for the Service regardless of whether the Service is used or not. In addition to the foregoing, you acknowledge and agree to the following:

  1. Upgrading. You can upgrade your plan at anytime. Payments will be charged on the day you upgrade to a higher plan and will cover the use of that Service for the remainder of the month or year at a prorated amount.
  2. Canceling Your Plan. You may elect not to renew your subscription to the Service by notifying Urban Insight at least 15 days prior to the start of your next billing period. Accordingly, for monthly subscription plans you may elect not to renew such subscription by notifying Urban Insight at least 15 days prior to the start of your next monthly billing period and for annual subscription plans you may elect not to renew such subscription by notifying Urban Insight at least 15 days prior to the start of your next annual billing period. To notify us of non-renewal, please send an email to support@urbaninsight.com and include your domain name and account number.
  3. Refunds. Urban Insight will not issue cash refunds for monthly or yearly subscription cancellations.
  4. Deleting Your Site. Deleting a site does not result in canceling your subscription.
  5. Bandwidth usage. You cannot use OpenAdvocate as a file share service as specified in section 2j of this agreement.
  6. Free trial. During the free 30-day trial you are limited to five support requests. During the free trial, your site will be placed in password-protected mode. You may only have one free trial sign up per 30-day period.
  7. Questions. Contact Urban Insight by sending an email to support@urbaninsight.com Please include your domain and account number.
12. Compliance with Laws.

You agree while using the Service to comply with all applicable laws and regulations, including without limitation if you operate a commercial Website or an online service directed to children under the age of 13 that collects personal information from children or if you operate a general audience Website and have actual knowledge that you are collecting personal information from children, you must comply with the Children’s Online Privacy Protection Act (“COPPA”).

13. Minors.

If you allow your minor child or a child for whom you are a legal guardian (a “Minor”) to access the Service, you will be solely responsible for (i) the online conduct of such Minor, (ii) monitoring such minor’s access to and use of the Service, and (iii) the consequences of any use of the Services by such Minor. We do not intend to solicit information or to market any products or services to children through this Service. Pursuant to 47 U.S.C. § 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material and information that is harmful to Minors.

14. Termination.

Urban Insight may terminate this Agreement and your use of the Service or disable your account, in each case at any time with or without cause, and with or without notice; provided, however, that if Urban Insight terminates this Agreement without cause, it will refund to you any prepaid, unused fees for the Service. Urban Insight shall have no liability to you as a result of such termination or disablement. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability. Urban Insight reserves the right in its sole and absolute discretion to change, suspend or discontinue — temporarily or permanently — some or all of the Service, at any time without notice. Urban Insight will not be liable to you for any such modification, suspension or discontinuance of the Service. You acknowledge that if your site becomes inactive for over 60 consecutive days an email will be send to the site owner. If the site owner fails to activate the site, it will be deleted and removed from the service.

15. Hold Harmless and Indemnity.

You agree to defend, hold harmless and indemnify Urban Insight, and its employees, agents and representatives, from and against any and all third party claims arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Urban Insight will provide you with written notice of such claim, suit or action.

16. No Assignment.

You shall not assign this Agreement, your right to use the Service or assign any other rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Urban Insight’s prior written consent. Any such purported assignment or delegation by you without Urban Insight’s prior written consent will be null and void and of no force or effect, unless otherwise expressly consented to by Urban Insight at its sole and absolute discretion.

17. Relationship of the Parties.

Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.

18. Miscellaneous.
  1. The Service is operated by Urban Insight from its office in Los Angeles, California, United States of America. Due to the nature of the Internet, the Service is accessible from all fifty US states and from other countries. As each of these places has laws that may differ from those of California and from each other, and as you and Urban Insight both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the Service, by using the Service, you agree that this Agreement shall be deemed to have been entered into in the state of California, USA. This Agreement shall be construed in accordance with and governed for all purposes by the laws of California, without regard to its principles of conflicts of law.
  2. This Agreement, in combination with OpenAdvocate Privacy Policy, constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral.
  3. The parties hereto agree that only the California courts, either federal or state, shall have exclusive jurisdiction over this Agreement and any controversies arising out of this Agreement.
  4. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement but this Agreement shall be construed as if such invalid, illegal or other unenforceable provision had never been contained herein.
  5. Subject to Section 16 above, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns.
  6. No waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion.

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