Please read these Terms carefully. By clicking “Accept”, “I agree”, or a similar checkbox or button referencing these Terms, you will indicate your acceptance of these Terms. If you do not agree with these Terms, please do not proceed with, or promptly discontinue, your use of the TownSq Platform (as defined below).
IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 9 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND TOWNSQ ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND.
WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON TOWNSQ’S LIABILITY ARE EXPLAINED IN SECTIONS 10 and 11.
1.1. Definitions. The following definitions apply to these Terms:(a) “Intellectual Property Rights” means any and all intellectual property rights, including registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patents, utility models, rights in designs, copyrights, moral rights, topography rights, database rights, trade secrets, trademarks, service marks, trade names, domain name rights, know-how, rights of confidence, or other intellectual property rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.(b) “Third-Party Materials” means any third-party software or content that is made available to you through the TownSq Platform.(c) “TownSq Content” means descriptions, information, and materials (including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs, software programs, audio clips or downloads, video clips, and written and other materials) that are made available to you through, or in connection with, the TownSq Platform.(d) “TownSq Platform” means the TownSq website (currently located at https://www.townsq.io/) (“Site”) and its mobile application (“App”), collectively.(e) “Your Information” means any (i) information, data, material or other content that you upload or transmit to the TownSq Platform, or otherwise provide to us, and (ii) information related to your operation and use of the TownSq Platform that is collected by us.1.2. Updates to these Terms. TownSq may update these Terms at any time by providing reasonable prior notice to you and asking you to re-confirm your acceptance of the updated Terms using any suitable means. TownSq may notify you of the updated Terms by any reasonable means, including by posting the revised Terms on its website or on the mobile application. The updated Terms will apply to your use of the TownSq Platform after the date on which TownSq has posted the updated Terms or otherwise notified you of those changes. By confirming your acceptance of the updated Terms, or by continuing to use or access the TownSq Platform after we post or otherwise notify you of any change, you agree to abide by the updated Terms. The “Last Updated” legend at the end of these Terms indicates the date on which these Terms were last updated.2. User Consents.2.1 Your Information. You understand and acknowledge that we need to collect, store, and use Your Information, in connection with your use of the TownSq Platform, for operational management of the TownSq Platform, as well as to create statistical analyses and anonymized insights that we may provide to you and other TownSq customers (collectively, the “Analytics”). You hereby consent to our collection, storage, and use of Your Information.
2.2 Mobile Application. You acknowledge and understand that certain permissions may be required on your mobile device, including permission to access the camera, microphone, and certain network status information for the proper functioning of the App on your mobile device. Granting the App these permissions may result in consumption of additional battery power or data usage or charges. You hereby agree to grant the App the foregoing permissions on your mobile device to enable the App to function effectively. Additionally, you acknowledge and understand that your use of the App on a mobile device that has been modified in a manner unauthorized by the manufacturer (known as “jail-broken”) may result in malfunction or impairment of the TownSq Platform.
2.3 Electronic Communication. You hereby agree to receive electronic communication from TownSq, including via text, email, and messages posted to the TownSq Platform. You agree that any electronic communication from TownSq satisfies any legal requirements that such communication must be in writing. You also agree that any communications or materials that you provide to TownSq, including, without limitation, by posting to the TownSq Platform, email or otherwise, are and will be treated as non-confidential and non-proprietary. Any notice you provide to TownSq must be in accordance with Section 13 of these Terms.
2.4 Data License. You hereby grant to TownSq a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, fully-paid, sublicensable, and transferable (to an affiliate or successor) license and right to use, copy, display, modify, and distribute Your Information as needed for operation of the TownSq Platform, to develop Analytics, to make improvements to the TownSq Platform, or for any other legitimate business purpose. Any alterations, changes, modifications, enhancements, additions, restructuring, or deletions made to, or derivatives of or other products derived from, or as a result of our use of Your Information or otherwise arising in connection with the parties’ performance under these Terms shall be the sole and exclusive property of TownSq, together with all Intellectual Property Rights and other rights therein.3. Your Representations. You represent and acknowledge that:(a) You have the legal power and authority to agree to these Terms, you are at the age of majority in the jurisdiction of your residence, have the legal capacity to enter into contracts and have neither falsely identified yourself nor provided any false information to us;(b) You will only use the TownSq Platform for its intended use (as generally understood and as provided in and in accordance with any related documentation provided to you or made available on the TownSq Platform), and for personal and non-commercial purposes only;(c) You are not a convicted sex offender (or a registered sex offender) and don’t have a convicted sex offender living in your household;(d) You will not access or use the TownSq Platform in a manner that violates any applicable law;(e) You are not located in a country that is subject to a U.S., Irish or EU, government embargo, has been designated by the U.S. Government as a “terrorist supporting” country, and/or listed on any U.S., Irish, or EU government list of prohibited or restricted parties;(f) You will not upload to the TownSq Platform any content or materials that (i) is misleading, abusive, obscene, profane, or offensive in nature, (ii) violates anyone’s right of publicity or right of privacy, (iii) is threatening, bullying, or harassing, or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, (iv) promotes or encourages violence, (v) is inaccurate, false or misleading in any way, (vi) is illegal or promotes any illegal activities, (vii) promotes illegal or unauthorized copying of another person’s copyrighted work, or (viii) contains advertising, promotional materials or links, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;(g) You will not upload any content or materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;(h) You will not sell, resell, rent, transfer, or provide to any third party (e.g. service bureau or outsourcing), your access to the TownSq Platform, or use any spiders, crawlers, framing, or data mining tools to access any TownSq Content;(i) You will not modify, reverse-engineer, or de-compile the TownSq Platform in any manner through current or future available technologies. Further, you will not copy, translate, transmit, display, port, distribute, modify, attempt to derive, or gain access to source code of, or make derivative works of the TownSq Platform, nor permit or assist anyone in performing such prohibited acts. You will not access the TownSq Platform with the intent to develop or market a competing service, or to enable a third party to do so;(j) You will not use the TownSq Platform in a way that is intended to (i) cause damage or adversely affect the TownSq Platform or TownSq servers, including by means of introducing a virus, trojan, or other malicious software or by breaching any security protocols or through use of denial of service tools; or (ii) circumvent, endanger, disrupt, or interfere with the operation, security, usage limits, or integrity of the TownSq Platform; and(k) You will only submit Your Information when you have the right to share such data. You are solely responsible for complying with all applicable laws and consent requirements related to collection and sharing of Your Information.
In order to use the TownSq Platform, you may be required to create an account on the platform and/or receive certain access credentials from TownSq. You are solely responsible for maintaining the confidentiality of your access credentials, and for all activities that occur on the TownSq Platform using your access credentials. You agree to prohibit anyone else from using your access credentials and agree to immediately notify TownSq of any actual or suspected unauthorized use of your access credentials or other security concerns of which you become aware. TownSq may utilize additional security measures from time to time to prevent unauthorized access to your account on the TownSq Platform, including the use of multi-factor authentication methods. Your access to the TownSq Platform and your access credentials may be revoked, suspended, or terminated by TownSq at any time with or without cause.
5.1 Taxes. Any amounts paid by you on the TownSq Platform, including any payments of fees, service charges, or other costs or dues, are exclusive of any applicable taxes, which you shall solely be responsible for.
5.2 Payment Processors. If you are paying any amounts using a credit card, or online payment portal you will further be subject to the terms and conditions of such third-party payment processors. TownSq will not be responsible for any damages arising out of (i) any account suspensions resulting from incorrect billing contact information provided to a payment-processor, or (ii) any errors or omissions by the payment processor or by your credit card issuer.
9.2 Dispute Resolution. You and TownSq both agree to provide a written notice of any disputes to the other party at its notice address (or an address provided in writing to the other party) and try to resolve any disputes in good-faith thereafter arising from or in connection with the TownSq Platform. If any dispute arising in connection with the TownSq Platform is not resolved, within 30 days of a party providing notice to the other party, the dispute will be resolved through individual, non-representative, binding arbitration conducted in English, instead of a proceeding in courts of general jurisdiction. Any disputes will be decided by a single arbitrator and will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures and as modified by this agreement to arbitrate. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by TownSq that an in-person hearing is appropriate. Any in-person appearances will be held in Dallas, Texas. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses.
9.3 Waiver of Right to Jury Trial and Class Action. YOU AND TOWNSQ EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION. Notwithstanding the parties’ decision to resolve all disputes through arbitration, TownSq may bring an action in a state, provincial or federal court to protect its Intellectual Property Rights. Seeking such relief shall not waive TownSq’s right to arbitration under these Terms.
TOWNSQ DOES NOT MAKE ANY WARRANTIES THAT THE TOWNSQ PLATFORM WILL MEET YOUR REQUIREMENTS, PROVIDE ACCURATE INFORMATION, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. TOWNSQ MAKES NO WARRANTY RELATED TO THE CONFIDENTIALITY AND SECURITY OF ANY DATA PROVIDED BY YOU TO TOWNSQ, INCLUDING YOUR INFORMATION. TOWNSQ DOES NOT WARRANT ANY THIRD-PARTY DEVICE, SMART DEVICE, SOFTWARE, SERVICE OR DATA THAT YOU MAY USE IN CONNECTION WITH THE TOWNSQ PLATFORM, WHETHER OR NOT SUCH THIRD-PARTY ITEM IS DESCRIBED IN, OR AVAILABLE OR CAN BE CONNECTED TO, THE TOWNSQ PLATFORM.
THE TOWNSQ PLATFORM MAY CONTAIN HYPERLINKS OR REFERENCES TO CERTAIN OTHER WEBSITES (“LINKED SITES”). TOWNSQ DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE CONTENT ON LINKED SITES INCLUDING ANY PRODUCTS AND SERVICES PROVIDED THEREIN. YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR LICENSING ANY THIRD-PARTY MATERIALS THAT YOU USE IN CONJUNCTION WITH THE TOWNSQ PLATFORM, AT YOUR OWN COST AND IN ACCORDANCE WITH TERMS AND CONDITIONS AGREED TO WITH THE THIRD-PARTY LICENSORS OF SUCH THIRD-PARTY MATERIALS. TOWNSQ HAS NO RESPONSIBILITY FOR THE ACCURACY, CURRENCY, OR AVAILABILITY OF ANY THIRD-PARTY MATERIALS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.
LAST UPDATE DATE: JANUARY 10, 2024