01 · Introduction
Introduction
Welcome and thank you for your interest in CityOS! These Terms of Service (this "Agreement" or these "Terms") describe the terms and conditions applicable to your access to and use of https://cityos.ai/, including all webpages, landing pages, any other pages, features, or content that link to, reference, or are operated in connection with the foregoing domain or the CityOS branding, whether hosted directly by the Company or by a third party on the Company's behalf and whether or not through mobile (including the CityOS mobile application), desktop, laptop, tablet, browser or any other access platform (collectively, the "Platform"). The Platform also includes any user account features, subscriptions, and any offerings, products, services, content, communications, promotions, marketing programs and features relating to the Platform. The Platform is made available by City Technologies, Inc., a Delaware corporation (the "Company," "CityOS," "we," "us," or "our").
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS BY ACCESSING THE PLATFORM.
These Terms of Service (this "Agreement" or these "Terms") form a binding agreement between you as a user ("you" or "your") and us and shall be the equivalent of a written paper agreement between you and us. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below.
NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 27 BELOW BEFORE ACCESSING THE PLATFORM.
Subject to applicable law, we reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us, as your continued access to or use of the Platform shall be deemed your acceptance of the modified Terms. If you do not agree with the modified Terms, your sole and exclusive remedy is to discontinue your use of the Platform and close your account.
02 · 1. Services
1. Services
The Platform serves two categories of users: (a) businesses, venues, and other commercial entities that subscribe to or use the Platform to manage customer engagement, marketing, and related operations ("Merchants"), and (b) individuals who interact with Merchants through the Platform, including through promotional messages, event notifications, reservations, inquiries, or other communications ("Customers"). Together, Merchants and Customers are referred to herein as "Users."
The Platform includes the following:
For Merchants: (i) operating and maintaining the Platform and related software-as-a-service ("SaaS") functionality, including artificial intelligence-powered customer engagement, retention and marketing tools; campaign management and scheduling; messaging (SMS, MMS, and email); analytics and reporting; customer relationship management; and administrative dashboards; and (ii) enabling integration with third-party platforms and services to support Merchant operations.
For Customers: (i) facilitating communications between Customers and Merchants, including promotional messages, transactional notifications, event announcements, and inquiry responses; and (ii) providing access to Merchant information, offerings, events, and other content through the Platform.
Third-Party Integrations: We also integrate services and data from third-party platforms and providers to support the features on our Platform, such as point-of-sale systems ("POS"), reservation platforms, and other tools used by Merchants to manage their business.
03 · 2. Automated Systems and Artificial Intelligence
2. Automated Systems and Artificial Intelligence
The Platform utilizes certain automated systems and communication features that are powered by artificial intelligence and machine learning. By using our Platform, you acknowledge and agree to the following:
For Merchants:
AI-Generated Content. The Platform utilizes certain artificial intelligence, machine learning, and automated systems to generate, optimize, and deliver marketing content, messaging, campaign recommendations, customer engagement strategies, and other outputs. While the Company takes reasonable steps to provide relevant and useful outputs, AI-generated content may contain inaccuracies, errors, or omissions. You acknowledge that AI outputs are tools to assist your decision-making and are not a substitute for your own professional judgment. You are solely responsible for reviewing, verifying, editing, and approving any AI-generated content before it is used, published, or transmitted to customers. The Company disclaims all liability for any claims, damages, or losses arising from your reliance on or use of AI-generated content without independent review.
Data Processing and Machine Learning. You acknowledge that the Platform processes data you provide, including customer data, transaction data, and interaction data, using artificial intelligence and machine learning technologies. This processing may include analyzing communication patterns, engagement metrics, and behavioral trends to improve Platform functionality, generate insights, and develop aggregated, de-identified benchmarks. The Company retains the right to use aggregated and de-identified data derived from your use of the Platform for product development, research, and other lawful business purposes, consistent with our Privacy Policy.
Automated Messaging. If you use the Platform to send automated messages (including SMS, MMS, and email) to your customers, you are solely responsible for ensuring compliance with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any applicable state laws. You represent and warrant that you have obtained all necessary consents from recipients before initiating any automated communications through the Platform.
Third-Party AI and Services. The Platform may incorporate or rely upon third-party artificial intelligence models, APIs, or services. The Company does not control and is not responsible for the accuracy, availability, or performance of any third-party AI or services, and disclaims all liability for any errors, interruptions, or other issues arising from such third-party components.
For Customers:
AI-Powered Communications. You acknowledge that communications you receive from or on behalf of Merchants through the Platform, including promotional messages, responses to inquiries, recommendations, and other content, may be generated or assisted by artificial intelligence and automated systems. While the Company and Merchants take steps to provide relevant and accurate communications, AI-generated content may contain inaccuracies, errors, or omissions. You should independently verify any important information, including offers, pricing, availability, and event details, before relying on it.
Personalization and Profiling. The Platform may use artificial intelligence to analyze your interactions, preferences, and engagement patterns to personalize the communications and offers you receive from Merchants. You may have the right to opt out of certain personalization features, as described in our Privacy Policy.
04 · 3. General Acknowledgements and Disclaimers
3. General Acknowledgements and Disclaimers
By using our Platform, you acknowledge and agree to the following:
For Merchants:
General Information Only. Information relating to our Platform is provided for general informational and commercial purposes only. Service descriptions, pricing, feature availability, performance metrics, and other details are subject to change without notice.
No Guaranteed Results. You are solely responsible for determining the suitability and proper use of the Platform for your business. We make no representations regarding the results that may be obtained from the use of the Platform, including campaign performance, customer engagement levels, revenue outcomes, or return on investment.
For Customers:
No Merchant Endorsement. The Company does not endorse, guarantee, or assume responsibility for any Merchant, or for any products, services, offers, or representations made by any Merchant through the Platform. Your relationship with any Merchant is solely between you and that Merchant, and the Company is not a party to any transaction, agreement, or dispute between you and a Merchant.
Communications Accuracy. Communications you receive through the Platform, including promotions, event details, menu information, business hours, and responses to inquiries, are provided by or on behalf of Merchants and may be generated or assisted by artificial intelligence. While we take steps to support the accuracy and relevance of these communications, the Company does not guarantee their accuracy or completeness.
No Advice. Information provided through the Platform is for general informational purposes only and does not constitute professional, legal, financial, medical, or other advice. The Company does not provide legal, compliance, marketing, or business advisory services.
05 · 4. General
4. General
Subject to the terms of this Agreement, you are responsible for your use of the Platform, and for any information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos, images, audio and video recordings, animations, and links you submit, post, and display on the Platform ("Content").
06 · 5. Privacy
5. Privacy
By accessing the Platform, you expressly agree to be bound by the terms and conditions of this Agreement and our Privacy Policy (available at https://cityos.ai/privacy/) (the "Privacy Policy"), which is hereby incorporated by reference. To the extent the Privacy Policy conflicts with any provision of this Agreement, the provisions of the Privacy Policy shall control.
07 · 6. Accounts
6. Accounts
Key features of the Platform require you to create an account. If you create an account, you agree that all information you provide will be true and accurate, and that you have the authority to use the credentials associated with the account. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your account credentials. If you become aware of any unauthorized use of your account, you agree to notify us immediately at support@cityos.ai.
09 · 8. Secondary Users (For Merchants and Customers)
8. Secondary Users (For Merchants and Customers)
Although we require each individual to access the Platform separately and in their personal or authorized capacity, we recognize that you may, without our knowledge or consent, allow other individuals to access the Platform through your account or device ("Secondary Users"). In such instances, you are fully responsible for the actions, conduct, and Content of any Secondary User and for any resulting consequences, including any breach of this Agreement.
10 · 9. Content
9. Content
Our Platform may enable you to submit, upload, post, transmit, or otherwise make available certain Content through the Platform. For purposes of this Section, "Content" refers to Content submitted by you as well as Content submitted by your Secondary Users. You shall be solely responsible for your own Content and the consequences of posting, publishing or sharing it. You retain ownership of any Content that you post on our Platform, subject to the license you grant to us below.
If any Content includes Personal Information (as defined in the Privacy Policy), the Company's use of such Personal Information will be governed by the Privacy Policy. You are solely responsible for all Content submitted through your account and for ensuring that such Content complies with all applicable laws, this Agreement, and any applicable third-party rights.
You hereby represent and warrant that any Content you, or your Secondary Users provide:
- Is not created solely for the purpose of advertising or other commercial content, including company logos, links or company names;
- Does not contain spam, unwanted contact, or content that is shared repeatedly in a disruptive manner;
- Does not endorse or promote illegal or harmful activity, is not sexually explicit, violent, graphic, threatening, or harassing;
- Does not attempt to impersonate another person, account, or entity, including a representative of the Company;
- Is not illegal and does not violate another person's or entity's rights, including intellectual property rights and privacy rights;
- Does not contain another person's private or confidential information, including content that is sufficient to identify a listing's location.
In connection with Content, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the rights granted herein.
11 · 10. Your Interactions with Other Users
10. Your Interactions with Other Users
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS, AND YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS.
12 · 11. Compliance with Laws
11. Compliance with Laws
You agree to access the Platform only for lawful purposes, and to conduct any transactions that use the Platform in compliance with all applicable laws, rules, and regulations, including without limitation, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, all applicable state privacy and consumer protection laws, and all applicable federal, state, and local regulations governing SMS, MMS, email, and other electronic communications.
13 · 12. Fees
12. Fees
You agree to pay all fees and charges presented to you in connection with your use of the Platform. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust pricing at any time and for any reason.
14 · 13. Subscriptions
13. Subscriptions
The Company offers users the ability to purchase subscriptions through the Platform or through third-party e-commerce, checkout, or payment platforms authorized by the Company (each, an "External Service"). Subscription terms, pricing, billing frequency, and features are presented at the time of purchase and may vary based on the subscription level selected. Unless otherwise stated at the time of purchase, all subscriptions are billed on a recurring basis and will automatically renew at the end of each billing cycle.
15 · 14. Automatic Renewal and Affirmative Consent
14. Automatic Renewal and Affirmative Consent
By completing a subscription purchase, you affirmatively consent to the automatic renewal terms disclosed at checkout, including the recurring billing amount, billing frequency (e.g., monthly or annual), and the applicable renewal date. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
16 · 15. To Cancel a Subscription
15. To Cancel a Subscription
You may cancel your monthly subscription at any time. To cancel, you must do the following:
- Step 1: Navigate to Settings.
- Step 2: Click Billing
- Step 3: Click Manage Subscription
- Step 4: Click Cancel Subscription
- Step 5: Click Confirm
If you cancel, you may no longer have access to certain features of the Platform. Cancellation instructions may change from time to time. Please revisit these Terms to see updated instructions. If you need help or have questions about your subscription cancellation, you may contact us at support@cityos.ai.
17 · 16. California Residents
16. California Residents
If you are a California resident, this section serves as a clear and conspicuous notice pursuant to California's "Automatic Renewal Law" (Cal. Bus. & Prof. §17600, et seq) that describes the automatic renewal and cancellation terms applicable to your subscription.
18 · 17. New York Residents
17. New York Residents
If you are a New York resident and choose to establish automatic renewals of your subscription for a period of one year or longer, you acknowledge and agree that we are required to provide you with a reminder of the renewal terms and the cancellation procedure before the renewal is processed.
19 · 18. Renewal and Material Change Notices
18. Renewal and Material Change Notices
Where required by applicable law, we will provide advance notice of (i) upcoming automatic renewals, or (ii) any material changes to subscription terms, including pricing, billing frequency, or features.
20 · 19. Chargebacks and Payment Reversals
19. Chargebacks and Payment Reversals
If you initiate a chargeback or otherwise reverse a payment made in connection with an External Service Purchase, the Company may terminate or downgrade your account and restrict future purchases until the matter is resolved.
21 · 20. Your License to the Platform
20. Your License to the Platform
Subject to your payment of applicable fees and continued compliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the term of your subscription or access period, solely for lawful purposes and in accordance with this Agreement.
22 · 21. Restrictions On Use
21. Restrictions On Use
You agree that you will not:
- distribute the Platform for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the Platform by way of the press or media or through any commercial network, cable or satellite system;
- reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use the Platform in a manner unauthorized by us;
- permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Platform;
- probe, scan or test the vulnerability of the Platform and any system or network;
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas or parts of the Platform, or shared areas of the Platform you have not been invited to;
- access, search, or create accounts for the Platform by any means other than our publicly supported interfaces;
- promote or advertise products or services other than your own without appropriate authorization;
- circumvent storage space, usage, or transaction limits for improper means, including attempting to circumvent our fees;
- use the Platform to publish, share, transmit, or facilitate any statements, content, or communications that are reasonably likely to incite political controversy, inflame social tensions, or polarize public discourse;
- publish or share materials that are unlawful or indecent, or that contain extreme acts of violence or terrorist activity;
- advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
- harass or abuse our personnel or representatives or agents performing services on behalf of the Company;
- store, publish or share material that is fraudulent, defamatory, or misleading; or
- violate the law in any way.
23 · 22. Suspension of Transactions and Platform
22. Suspension of Transactions and Platform
Without limiting our ability to terminate this Agreement or our right to change, modify, suspend, or discontinue the Platform at any time, the Company reserves the right to suspend or restrict your access to the Platform or any feature thereof at any time if the Company reasonably believes that you have violated this Agreement, or if required to do so by law.
24 · 23. Third-Party Links
23. Third-Party Links
Our Platform may contain links to other sites. The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements on such sites, and your use of such third-party sites is at your own risk.
25 · 24. Feedback
24. Feedback
If you or any of your Secondary Users sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential and non-proprietary. You hereby grant us a perpetual, irrevocable, fully paid, royalty-free, non-exclusive, worldwide license to use and exploit any Feedback for any purpose.
26 · 25. Assumption of Risks; Release
25. Assumption of Risks; Release
You understand, acknowledge, and freely assume all risks, including physical, psychological and emotional risks, relating to your access or use of our Platform.
You understand and acknowledge there is no guarantee that Personal Information and transactions relating to our Platform or on the internet will be maintained confidential and secure.
By accessing or using our Platform, you agree to fully release, indemnify, and hold harmless, including costs and attorneys' fees, us from any claim or liability whatsoever and for any damage or injury arising from your access or use of our Platform or any activity related to or facilitated by the Platform.
California Residents. To the maximum extent permitted by law, if you are a California resident, then you expressly agree to waive California Civil Code Section 1542, which states: "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."
27 · 26. Indemnity
26. Indemnity
You agree to indemnify, defend and hold harmless the Company, its agents, suppliers, licensors, affiliates and their respective directors, officers and employees (collectively, the "Indemnified Parties") from and against any and all third-party claims, actions, suits, proceedings, demands, damages, losses, liabilities, costs, and expenses (including attorneys' fees and court costs) arising out of or relating to: (i) your access to or use of the Platform; (ii) your violation or breach of this Agreement; (iii) your Content; (iv) any activity conducted through your account; (v) your violation of any applicable law; or (vi) your negligence, willful misconduct, or fraudulent activity.
28 · 27. Limitations on Liability and Disclaimers
27. Limitations on Liability and Disclaimers
NO WARRANTIES. IN ADDITION TO ANY OTHER DISCLAIMER OF WARRANTIES SET FORTH IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND WHATSOEVER AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED.
NO SPECIAL DAMAGES. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE COMPANY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
ADDITIONAL LIMITATION. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES OR OTHER HARMFUL COMPONENTS; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR ANY OTHER MATTER RELATING TO YOUR USE OF OR ACCESS TO THE PLATFORM.
AGGREGATE LIABILITY. IN NO CASE WILL THE COMPANY, ITS AFFILIATES', AGENTS', LICENSORS', SUPPLIERS' AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER, BE MORE THAN THE AMOUNT ACTUALLY PAID BY YOU TO THE COMPANY, IF ANYTHING, DURING THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID THE COMPANY ANY AMOUNTS DURING SUCH PERIOD, THE COMPANY'S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED ($100) DOLLARS.
29 · 28. Term and Termination
28. Term and Termination
Modification or discontinuation of Platform. We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Platform, temporarily or permanently.
Account suspension or termination. At any time and in our sole discretion, without prior notice, and without any liability to you, we may (i) cancel or deactivate your account; or (ii) temporarily or permanently modify, discontinue, or restrict your access to all or any portion of the Platform, for any reason we deem appropriate, including without limitation if we believe your conduct violates this Agreement.
Effect of termination. In the event of any termination of this Agreement, discontinuation of the Platform, or termination of your right to access the Platform: (i) all fees and amounts payable to us become immediately due and payable; (ii) all rights granted to you under this Agreement will terminate immediately; and (iii) the Company may delete your account, Content, and any other stored data at its discretion.
Survival. The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive the termination of this Agreement shall survive any such termination.
30 · 29. Separate Agreements; Enterprise Terms
29. Separate Agreements; Enterprise Terms
The Company may from time to time enter into separate written agreements with certain enterprise Merchant entities ("Merchant Entities") to govern their use of the Platform.
31 · 30. Notices
30. Notices
We may provide you with notices in any of the following methods: (1) via the Platform, including by a banner or pop-up within the Platform, Account or elsewhere; (2) by e-mail, sent to the e-mail address associated with your account; (3) by text message, sent to the phone number associated with your account.
32 · 31. SMS and Mobile Communications
31. SMS and Mobile Communications
For Merchants:
Messages from the Company to Merchants. By providing your mobile phone number to the Company through the Platform, whether through account registration, subscription enrollment, or otherwise, you consent to receive recurring automated text messages from the Company related to your account, subscription, billing, Platform updates, and service-related notifications. Message frequency may vary.
Messages Sent Through the Platform to Your Customers. You acknowledge and agree that the Company, acting on your behalf and at your direction, may send SMS, MMS, and other electronic messages to your customers through the Platform. You are solely responsible for ensuring compliance with all applicable laws, including the TCPA and CAN-SPAM Act, and for obtaining all necessary consents from your customers before messages are sent.
Messaging Limits and Compliance. The Company reserves the right to impose limits on message volume, frequency, or content, and to refuse to send or to suspend any messages that the Company reasonably believes may violate applicable laws or this Agreement.
For Customers:
Messages from Merchants. By providing your mobile phone number to a Merchant through the Platform or in connection with your interactions with a Merchant, you may receive recurring automated text messages from or on behalf of that Merchant.
Messages from the Company. If you provide your mobile phone number directly to the Company through the Platform, you may also receive text messages from the Company relating to Platform features, account notifications, or promotions.
General Terms. You understand and agree that: (i) message frequency may vary; (ii) message and data rates may apply; and (iii) text messages may be sent using an automatic telephone dialing system or other automated technology.
Opt-Out Instructions. You may opt out of receiving marketing text messages at any time by replying "STOP" to any text message you receive. After you send "STOP," you will receive a confirmation message. You may still receive non-marketing transactional messages.
33 · 32. Binding Arbitration
32. Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first try to resolve it with you amicably. In the unlikely event that we are unable to resolve the dispute, and unless you opt out of arbitration within 30 days by contacting support@cityos.ai, all disputes will be submitted to final and binding arbitration.
Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, both you and the Company agree to resolve all disputes through final and binding arbitration. The arbitration shall be held in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated.
NOTICE: BOTH YOU AND THE COMPANY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY.
34 · 33. Governing Law
33. Governing Law
This Agreement shall be governed pursuant to the laws of the State of Delaware, USA, without regard to principles of conflict of laws. You agree that the Company may initiate a proceeding related to the enforcement and/or validity of the Company's intellectual property rights in any court having jurisdiction.
35 · 34. Interpretation
34. Interpretation
The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
36 · 35. Entire Agreement
35. Entire Agreement
This Agreement as it may be amended from time to time in accordance with these Terms, and all other legal notices and policies on the Platform, constitute the entire agreement between you and the Company concerning the use of the Platform.
37 · 36. Amendment and Waiver
36. Amendment and Waiver
In compliance with applicable law, the Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the Platform. You are responsible for reviewing the Platform for any such amendments.
38 · 37. Severability
37. Severability
Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability, without affecting the remaining provisions of this Agreement.
39 · 38. Inurement
38. Inurement
This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it.
40 · 39. Assignment
39. Assignment
You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion. Any actual or attempted assignment in violation of this provision shall be void and of no effect.
41 · 40. Support
40. Support
Please direct questions to support@cityos.ai.