ACCEPTANCE OF TERMS OF USE

CitySprout, Inc. (“CitySprout or “us” or “our”) operates this website, www.CitySprout.com, the mobile and touch versions and any individual sites or provider-specific, city-specific, or other area-specific sites we have now or in the future. The website and links contained within or otherwise available through external hyperlinks within our Site will be collectively referred to as the "Site" in these Terms of Use. By using our Site and CitySprout's services through the Site, you (“You” ) agree to these Terms of Use, our Privacy Policy and any additional terms applicable to certain programs in which you may elect to participate or with respect to any Microsite, as any of the same may exist from time to time (collectively, the “Terms of Use" or "Agreement"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THE SITE AND DO NOT USE ANY CITYSPROUT SERVICE OFFERED THROUGH THE SITE.

1. Permitted Uses

The Site provides an interactive online service operated by CitySprout, consisting primarily of promotion and marketing services on behalf of certain farmers, sellers, producers or other providers (hereinafter “Providers”) making goods, food stuffs and perishable food items or products (“Products”) available to our account holders. Products may be purchased by CitySprout account holders and picked up from the issuing Providers. As a condition of your use of this Site, you agree that:

  • You are an individual at least 18 years of age;
  • You possess the authority to create a binding legal obligation;
  • Your use of this Site will at all times comply with the terms of this Agreement;

If you elect to create an account:

  • You may create only one account for your personal use;
  • You may only make legitimate purchases that comply with the letter and spirit of the terms of the respective offers;
  • You may only make purchases on the Site for your own use and enjoyment, or, when offered, as a gift for another;
  • You must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for your own use and the use of your account by anyone you allow to access it.
  • You have the right to provide any and all information you submit to the Site, the information is only about yourself, and all such information is accurate, true, current and complete.

2. Availability of the Site

You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. CitySprout retains the right at our sole discretion to deny service, or access to the Site to anyone or any account, at any time and for any reason.

3. Ownership of the Site

The content and information on this Site as well as the infrastructure used to provide both, is proprietary to us alone. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell or re-sell any information, software, products or services obtained from or through the Site.

4. Transmission of Information

Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we cannot be, and are not responsible for, the security of information that you choose to communicate with CitySprout and the Site while it is being transmitted. In addition, CitySprout is not responsible for any data lost during transmission.

5. Your Conduct on our Site

Our Site is private property. All interactions on this Site must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of this Site, we may limit your privileges on the Site and seek other remedies. PLEASE DO NOT ENGAGE IN ANY OF THE FOLLOWING ACTIVITIES, they are prohibited on the Site and constitute express violations of this Agreement:

  • Submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your CitySprout account or in order to create multiple CitySprout accounts;
  • Attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
  • Attempting to scan, or test the security or configuration of the Site or to breach security or authentication measures without proper authorization;
  • Tampering or interfering with the proper functioning of any part, page or area of the Site and any and all functions and services provided by CitySprout;
  • Attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Site;
  • Using the Site or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with CitySprout;
  • Reselling or repurposing your access to the Site or any purchases made through the Site;
  • Using the Site or any of its resources to solicit Site customer, Producers other business partners of CitySprout to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with CitySprout, including without limitation, aggregating current or previously offered deals;
  • Using any customer or Producer information from the Site for any commercial purpose, including, but not limited to, marketing;
  • Exceeding or attempting to exceed quantity limits when purchasing vouchers or otherwise using any CitySprout account to purchase vouchers for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by this Agreement and the terms of a specific offer on the Site;
  • Accessing, monitoring or copying any content or information from this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
  • Violating the restrictions in any robot exclusion headers on this Site or bypassing or circumventing other measures employed to prevent or limit access to this Site;
  • Taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
  • Aggregating any live or post-feature content or other information from the Site (whether using links or other technical means or physical records associated with purchases made through this Site) with material from other sites or on a secondary site without our express written permission;
  • Deep-linking to any portion of this Site (including, without limitation, the purchase path for any voucher) without our express written permission;
  • Acting illegally or maliciously against the business interests or reputation of CitySprout, our Producers or our services; or
  • Hyperlinking to the Site from any other website without our initial and ongoing consent.

6. Creating an Account on our Site

If you create an account on our Site, you may only create and hold one account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate any of these limitations we may terminate your account and, without limitation, you may forfeit any pending, current or future promotional account CitySprout Credits and any unredeemed vouchers in your account. If we terminate your account, you may not re-enroll or join under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Site or in connection with your CitySprout account, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Site.

7. Producers’ Accounts

If you are a Producer, you are required to be registered with a special account on the CitySprout website. Your Producer Account will facilitate your use of various CitySprout services including creating Campaigns and will further allow you to provide and receive current and accurate, contact and other information as it pertains to your relationship with us.

8. Terms of Sale

One of the services offered by CitySprout is the ability to purchase Products from Providers who will then deliver the Products to an agreed upon location (“Pickup Point”)(collectively the “Services”). CitySprout serves as a virtual farm stand where you, and your community, can select Products for pickup at a centralized location. CitySprout is not a retailer or producer of the Products that you purchase but rather simply serves as a means for connecting customers and Providers. As such, CitySprout Services are not available in all locations - CitySprout needs to have an active Pickup Point with a minimum number of potential customers for Producers to make their Products available through the Services.

When a Provider has Products that he, she or it desires to sell, the Provider posts available shares on the Site with a description of the Products and the quantities available. Orders are not considered accepted by CitySprout unless and until you receive a conformation from CitySprout, either through the Services in some manner or by electronic mail or other messaging service. By registering for the Service, you consent to CitySprout contacting you by email.Your order is contingent on (i) a sufficient number of other users ordering the shares and (ii) the Provider accepting the order. We will notify you by e-mail or otherwise through the Services once the order “Sprouts”. Upon receipt of that confirmation, you will be charged the specified amount for your order.

9. Payment Terms

Method

Payments must be made through Stripe.com and you acknowledge that your interactions with Stripe.com are governed by its legal terms. When you elect to make a purchase, your information is forwarded to Stripe.com, which invoices you for payment. CitySprout may, in the future and at its sole discretion, elect to support other payment methods.

Receipt

Payment is deemed received when Stripe.com has confirmed a transfer of funds to CitySprout.

Delivery

CitySprout will use commercially reasonable efforts to make the Products available for pickup at the time and place indicated in your order confirmation. Please understand that for Services to operate properly for all community members and customers, everyone must play by the rules and pick up Products ordered at the specified times and locations. You acknowledge and agree that the selected pickup location and time are your only opportunity to receive the ordered Products, and that if you miss this opportunity, you forfeit the Products and CitySprout will not issue you a refund. CitySprout may, in its sole discretion, offer you the opportunity to receive the Products in another manner or at another time and location.

Scheduling Adjustments

From time to time, CitySprout may need to change the scheduled time and place for pickup of Products due to, for example, inability of the Providers to deliver the Products to the specified Pickup Point. In such cases, CitySprout shall provide you with as much advance notice of the scheduling adjustment as possible, by electronic mail or through the Services. You acknowledge and agree that CitySprout is not responsible to you, in any way, for losses due to such scheduling adjustments.

10. Refunds

Rejection

You must notify us of any shortage, damage, irregularity in quality or condition of any Products or failure of the Products to correspond with the order confirmation within twenty-four (24) hours of the date of pick-up. Please contact CitySprout’s customer service department at <email address> with your name, order number, date, time and location of pick-up, as well as a brief description of the nature of your complaint.

Failure to comply with these terms, including failing to notify us within the twenty-four (24) hours next preceding pick-up, will result in the loss of your right to reject the Products and your right to have the irregularities remedied subject to our absolute discretion.

Rejected or Undelivered Items

For Products that have been properly rejected or not delivered, you must submit a request for a refund by electronic mail to help@CitySprout.com, as specified above.

Delivered Products

Products that have been delivered and received by you are only eligible for refunds as specified above.

Products Not Picked Up

Products that have not been picked up by you on a scheduled date and time are ineligible for refunds by CitySprout.

11. CitySprout Credits

“CitySprout Credits” are a form of Site currency redeemable only toward future CitySprout purchases. CitySprout reserves the right to discontinue CitySprout Credits or modify these terms. To accumulate and redeem CitySprout Credits, you must create, and maintain in good standing, a CitySprout customer account registered with a valid credit card. CitySprout Credits do not expire. Unless required by law, CitySprout Credits are non-transferrable and are not redeemable for cash.

You can earn CitySprout Credits by participating in various activities and responding to certain offers (“Qualifying Activities”). In order to earn CitySprout Credits indicated in the Qualifying Activity materials, you must comply with the terms of the applicable Qualifying Activity. CitySprout may credit CitySprout Credits to your account for returns or refunded purchases or other reasons within our customer service team’s discretion. CitySprout Credits may also be purchased in various increments on CitySprout gift cards or promotional codes. CitySprout gift cards and promotional codes are governed by the terms and conditions disclosed on or distributed with the specific gift card or promotional code and this Terms of Use.

You are responsible for ensuring that CitySprout Credits you earn or are awarded as CitySprout Credits are added to your CitySprout account. CitySprout Credits may not appear in your account for up to ten business days if a Qualifying Activity must be validated. CitySprout Credits in your account will automatically be the first form of credit to be applied toward future CitySprout purchases.

Your CitySprout Credits cannot be resold. Your CitySprout Credits cannot be combined or merged with CitySprout Credits in any other account registered to you or another End User. Access to CitySprout Credits or related account information may not be sold or distributed to others. You may not use any other End User’s password or account to accrue CitySprout Credits for that account. Unauthorized or fraudulent use, resale, or distribution of CitySprout Credits is prohibited. CitySprout reserves the right to cancel, revoke, or otherwise prevent the issuance of CitySprout Credits in cases of mistake and in any suspected case of unauthorized or fraudulent use.

11. Refer-A-Friend

CitySprout’s Refer-a-Friend program (“RAF Program”) is a Qualifying Activity by which you may earn CitySprout Credits if a non-CitySprout customer you refer makes a qualifying purchase on the Site. You may earn up to a maximum of $500 in CitySprout Credits over the lifetime of your participation across all referrals (“Lifetime Program Limit”). You must be eligible to accumulate and redeem CitySprout Credits, maintain a CitySprout account in good standing, and be under the Lifetime Program Limit in order to be eligible to earn CitySprout Credits through the RAF Program.

To participate, refer friends who are not current CitySprout subscribers and who have never purchased from the Site (“New User”) by sending them your personal referral link (“unique link”), available on the Site or provided to you as a recipient of an invite-only special offer. If the New User clicks your unique link and, within the following 72 hours, registers on the Site and makes an initial purchase of a CitySprout Products priced at ten dollars ($10) or more (“Eligible Offer”), CitySprout will deposit any CitySprout Credits you are eligible to receive, up to the Lifetime Program Limit, approximately 72 hours after the Eligible Offer closes and is no longer offered for sale to the public.

CitySprout may provide various tools to help you disseminate your unique link. You may also share your unique link via email and social media. PLEASE NOTE THAT WHENEVER YOU DECIDE TO SHARE YOUR UNIQUE LINK YOU MUST TELL YOUR FRIENDS THAT YOU ARE ELIGIBLE TO RECEIVE CitySprout Credits (STORE CREDIT) IF THEY SIGN UP AND MAKE A QUALIFYING PURCHASE. Failure to disclose this information is a violation of this Agreement and CitySprout may terminate you immediately from the RAF Program, disqualify you from participating in the RAF Program in the future, and cause the forfeiture of any CitySprout Credits in your account.

CitySprout reserves the right at any time to modify or discontinue the RAF Program, (or any part thereof), either temporarily or permanently with or without notice. CitySprout will not be liable to you in the event of any modification, suspension or discontinuance of the RAF Program.

12. Modification of this Agreement

We reserve the right at all times to discontinue or modify any part of this Agreement as we deem necessary or desirable. If we make changes that materially affect your use of the Site or our Services we will notify you by sending you an e-mail to the e-mail address that is registered with your account and/or by posting notice of the change on the Site. Any changes to these Terms of Use will be effective upon the earlier of our dispatch of an e-mail notice to you or our posting of notice of the changes on our Site, provided that, these changes will not apply to vouchers purchased prior to the effective date of such changes. These changes will be effective immediately for new users of our Site and for all vouchers purchased after the effective date of the change. We suggest that you revisit our Terms of Use from time to time to ensure that you stay informed of any such notifications of changes to the Site. Your use of the Site after we update these Terms of Use will constitute acceptance of the modified Terms of Use.

We also reserve the right to change or discontinue any aspect or feature of our Services or the Site including, but not limited to, requirements for access or use.

13. Copyright and Trademarks.

Everything located on or in this Site is the exclusive property of CitySprout or is being used with permission. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF CITYSPROUT IS PROHIBITED. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site are protected by copyright as a collective work under the United States copyright laws. CitySprout owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of CitySprout or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

CitySprout is a trademark of CitySprout, Inc. It, together with other trademarks that are located within or on the Site otherwise owned or operated in conjunction with CitySprout, shall not be deemed to be in the public domain but rather the exclusive property of CitySprout, unless such mark or site is under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of CitySprout unless otherwise stated.

You will not upload, post or otherwise make available on this Site, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. CitySprout does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, you warrant that the owner of such material has expressly granted CitySprout the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that End User's personal use. You also grant CitySprout the right to edit, copy, publish and distribute any material that you make available on this Site.

14. Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures.

CitySprout reserves the right to terminate its agreement with you or any other account holder who infringes third-party copyrights.

If you believe that any material has been posted via the Site by an account holder in a way that constitutes copyright infringement, you shall provide CitySprout with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Contact information for CitySprout’s DMCA Agent for notice of claims of copyright infringement is:

CitySprout Attn: Copyright Agent
136 West Street, Unit 104,
Northampton, Massachusetts;
dmca@CitySprout.com

15. Unsolicited Ideas

We do not accept or consider, directly or through any CitySprout employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“unsolicited materials”). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

  • CitySprout has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and
  • CitySprout will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

16. Disclaimer of Warranty and Limitation of Liability

The Products you purchase through our Site as an account holder are Products that you purchase from participating Providers through our Service. The Products are obtained directly from the Providers, and as such, the Provider is solely responsible for the description and quality of all goods and Products provided to you through the use of our Site and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”).

YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE AND ALL CONTENT, STATEMENTS (AS DEFINED BELOW) AND OTHER INFORMATION CONTAINED ON THE SITE, AND PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CITYSPROUT HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE SITE, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. CITYSPROUT DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY WWW.CITYSPROUT.COM WILL BE UNITERRUPTED OR ERROR-FREE, OR THAT WWW.CITYSPROUT.COM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER CITYSPROUT NOR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, LICENSORS OR MERCHANTS (COLLECTIVELY, ITS “ASSOCIATES”) SHALL BE LIABLE FOR DAMAGE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE CITYSPROUT SERVICE, WWW.CITYSPROUT.COM, THE INTERNET OR FOR ANY OTHER CLAIMS RELATED IN ANY WAY TO YOUR RELATIONSHIP WITH CITYSPROUT. CITYSPROUT’S LIABILITY IN CONNECTION WITH A SHARE OR A PRODUCT OR SERVICE SHALL NOT EXCEED THE AMOUNTS PAID FOR SUCH SHARE, PRODUCT OR SERVICE. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR OF CERTAIN DAMAGES, IN SUCH STATES AND JURISDICTIONS WARRANTIES AND LIABILITIES ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

THE FOREGOING LIMITATIONS OF LIABLITY SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, A BREACH OF THE PRIVACY POLICY, OR DAMAGES CAUSED BY GROSS NEGLIGENCE, RECKLESS CONDUCT OR WILLFUL MISCONDUCT.

The material on www.citysprout.com is provided for lawful purposes only. CitySprout controls and operates www.citysprout.com from its headquarters in Northampton, Massachusetts, USA and makes no representation that these materials are appropriate or available for use in other locations. If you use www.citysprout.com from other locations, you are responsible for compliance with applicable local laws.

17. Indemnification.

You agree to defend, indemnify and hold harmless CitySprout and its Associates against all claims and expenses, including attorneys’ fees, arising in connection with a violation of this Agreement by you or through the use of your account.

18. Arbitration.

We will make every reasonable effort to resolve any disagreements that you have with CitySprout. If those efforts fail, by using this Site you agree that any claim, dispute, or controversy you may have against CitySprout arising out of, relating to, or connected in any way with this Agreement this Site or the purchase or sale of any voucher(s), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”). You agree further that: (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and CitySprout; (b) the arbitrator shall apply Massachusetts law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or CitySprout’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, CitySprout will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor CitySprout shall be entitled to arbitrate their dispute.

19. Customer Communications

CitySprout in some instances allows you and other Customers to use the Site to express opinions and communicate through forums, bulletin boards, discussion groups, chat rooms or other communication facilities that may be offered on or through the Site from time to time (collectively “Communities”). CitySprout shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by CitySprout, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, CitySprout shall have the right, but not the obligation, to remove any material from the Communities that CitySprout, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you or any other Customer to the Communities (collectively, “Statements”), are those of the respective author(s) or distributor(s) and not of CitySprout.

20. Websites of Others

The Site contains links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk

21. Public Nature of Your Statements

You understand and agree that all Statements are public and not private. Any other person (whether or not a user of CitySprout’s services) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our Privacy Statement) in your Statements. CitySprout does not control or endorse any Statement found in any part of the Communities, and we specifically disclaim any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content. Any and all Statements you post to our Site are not confidential.

22. License Grant

By posting Statements or other information on or through the Communities, you grant CitySprout a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.

23. Termination

CitySprout may terminate these Terms of Use at any time. Without limiting the foregoing, CitySprout shall have the right to immediately terminate or suspend any of your passwords or accounts in the event CitySprout considers, in its sole discretion, any of your conduct to be unacceptable, or in the event you breach this Agreement. Notwithstanding the above, these Terms of Use will survive termination of this Agreement.

24. Choice of Law

Any disputes arising out of or related to these Terms of Use, including CitySprout’s Privacy Policy and/or any use by you of the Site or CitySprout’s services shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision shall be governed by the Federal Arbitration Act.

25. Additional Disclosures

This Agreement, including CitySprout’s Privacy Policy, is the complete and final understanding between the parties with respect to the subject matter hereof. There are no representations, promises, warranties or understandings relied upon by the you which is not contained herein. Any modifications to this Agreement must be in writing and signed by both parties.

No failure to exercise, and no delay in exercising, on the part of either party, any right, power or privilege hereunder will operate as a waiver thereof, nor will any party’s exercise of any right, power or privilege hereunder preclude further exercise of the same right or exercise of any other right hereunder.

If any court of competent jurisdiction adjudicates any provision of this Terms of Use to be invalid, illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable Law.

Unless otherwise specified in these Terms of Use, any notice required or permitted hereunder to the parties hereto will be deemed to have been duly given only if in writing to the address of the receiving party as set forth in this Agreement or such other address as may be specified by such party in a notice delivered to the other party in accordance with this Section. Notices to CitySprout should be directed to CitySprout, Inc., 136 West Street, Unit 104, Northampton, Massachusetts, 01060; help@citysprout.com. Either party shall be excused from performance and shall not be liable for any delay in whole or in part, to the extent caused by the occurrence of any Force Majeure Event beyond the reasonable control either of the excused party or its subcontractors or suppliers, for as long as the Force Majeure Event continues and the excused party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. "Force Majeure Events" shall be limited to the following: fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of the excused party.

The section headings used herein are for convenience only and shall be of no legal force or effect.

The principal place of business of CitySprout, Inc. is in the Commonwealth of Massachusetts in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so, on your own initiative and are responsible for compliance with local laws.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

The provisions of these Terms of Use apply to and are for the benefit of CitySprout, its Associates and each shall have the right to assert and enforce such provisions directly or on its own behalf.