Terms of Service:

The following terms and conditions govern all use of Urban Interactive Studio’s (UIS) software applications, including, but not limited to, EngagingPlans, EngagingApps, and CiviComment (formerly “OpenComment”), (taken together, our Services). Our Services are offered subject to Client acceptance of all the terms and conditions contained herein and all other operating rules, policies (including, without limitation, UIS’s Privacy Policy) and procedures that may be published from time to time by UIS (collectively, the “Agreement”). You agree that these terms will apply to any Service upgrades provided during the course of the Agreement.

By accessing or using any part of our services, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use any of our services, unless specifically authorized to do so, in writing, by UIS.  

1. General Terms.

      Your Account and Site. Use of our Services requires a user account. You agree to provide us with complete and accurate information to create your account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure. You must immediately notify UIS of any unauthorized uses of your site, your account, or any other breaches of security. UIS will not be liable for any acts or omissions by you, resulting in any damages of any kind incurred as a result of such acts or omissions.

      Responsibility of Contributors. If you operate a site, comment, post material, post links, or otherwise make (or allow any third party to make) material available (any such material, “Content”, which includes, but is not limited to text, photo, video, or audio) on your site, you are entirely responsible for the Content, and any damages resulting from the  Content  or your use of the site. If you delete Content, UIS will use reasonable efforts to remove it from your site, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

      Attribution. UIS reserves the right to display attribution links such as “Powered by EngagingPlans, based on Drupal. Brought to you by Urban Interactive Studio,” and font attribution in your site’s footer. Footer credits may not be altered or removed.

      Cancellation. If you cancel your subscription, UIS will take a final back-up of your site and archive it.

2. Intellectual Property.

This Agreement does not transfer ownership of any UIS or third-party intellectual property, and all rights, title, and interest in and to such property remains solely with UIS.  Urban Interactive Studio, EngagingPlans, EngagingApps, CiviComment, and all other trademarks, service marks, graphics and logos associated with and used in connection with our Services, are trademarks or registered trademarks of UIS.  Your use of our Services grants you no right or license to reproduce or otherwise use any UIS or third-party trademarks.

3. Domain Names.

We work with a third-party registrar to provide our users with domain name services. When we register a domain name for you, or when you renew or transfer an existing domain name, you become bound by this registrar’s terms and conditions in addition to our Terms. Any such third-party registrar terms are incorporated by reference into these Terms. Further, your use of the domain name is subject to the policies of the Internet Corporation for Assigned Names and Numbers (ICANN).  A summary of your rights and responsibilities as a domain name registrant under ICANN’s 2009 Registrar Accreditation Agreement are set forth in ICANN’s site.

After cancellation of your Agreement with UIS, we will transfer the domain to a registrar of your choice or let the domain expire per your direction.

4. Changes to Terms.

We continuously upgrade our Services, which may result in modification of the legal terms under which our Services are offered.  If we make modifications that are material, you will be notified by email of the modification and the date the change will go into effect.  Failure to object to any change and/or modification, in writing within ten (10) days of the email notification, shall constitute your agreement to the changes and to abide by the Terms of Service as modified. Continued use of our Services will be subject to the modified Terms of Service. Any dispute between you and UIS shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.

5. Termination.

UIS may terminate your access to all or any part of our Services at any time, for just cause and with notice, effective immediately.  If you wish to terminate this Agreement, you may simply discontinue using our Services.  All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

6. Disclaimer of Warranties.

UIS and its suppliers and licensors hereby disclaim warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither UIS nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. UIS will take all reasonable measures and precautions to ensure maximum uptime and availability of your site but factors beyond the control of UIS may substantially affect service performance and, as such, you acknowledge that you have engaged the services at your own risk and without any warranties of performance.

7. Limitation of Liability.

To the full extent provided by law, UIS, it’s suppliers and licensors shall not be liable for any damages incurred as the result of breach of contract, negligence, strict liability or other legal or equitable theory including but not limited to: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; or (iii) for interruption of use or loss or corruption of data. UIS shall have no liability for any failure or delay due to matters beyond their reasonable control.

8. General Representation and Warranty.

You represent and warrant that (i) your use of our Services will be in strict accordance with UIS’s Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our Services will not infringe on or misappropriate the intellectual property rights of any third party.

9. Indemnification.

You agree to indemnify and hold harmless UIS, its contractors, licensors and their respective directors, officers, employees, and agents, from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.

10. Miscellaneous.

These Terms of Service are binding on all parties to this Agreement and may not be modified without the express written consent of UIS. No waiver by either party of any right, term or condition of this Agreement shall be deemed or construed as a waiver of any other right, term or condition, nor shall a waiver of any breach hereof be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different provision of the Agreement.   If any term, section or other provision of tis Agreement shall, for any reason, be held to be in valid or unenforceable, the invalidity or unenforceability of such term, section or other provision shall not affect any of the remaining provisions of this Agreement. Any dispute arising under this Agreement shall be settled in accordance with the Commercial Arbitration Rules and Procedures of the American Arbitration Association. The arbitration shall take place in Denver, CO, in the English language with each party bearing its own costs and attorneys’ fees.    The arbitral decision shall be final and binding on all parties and may be enforced in any court.  This Agreement shall be construed in accordance with the laws of the State of Colorado. With the consent of UIS, you may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; UIS may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

[Creative Commons: Our Terms of Service are based on Automattic’s (http://wordpress.com/tos/) and are licensed under a Creative Commons Attribution-ShareAlike 2.5 License.]

View older versions of our Terms of Service that apply to contracts signed before June 16, 2016 here.

Last updated 6/16/2016