Please read these Terms of Service (or Terms, as further described in Section 1.4) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using Smart Cities Council's Services, you agree to comply with and be bound by these Terms, as applicable to you.
TIP: To learn more about Smart Cities Council's Legal Terms, take a look here.
NOTE: IMPORTANT NOTICE: Section 9 of these Terms of Service contains a binding arbitration provision and class action waiver that may affect your legal rights. Please read Section 9 very carefully.
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1. Accepting These Terms
1.1 What's What. Smart Cities Council's products, features and offerings are available (a) digitally, including without limitation the Smart Cities Council website, newsletter and Smart Cities Readiness Guide, (b) in-person though events such as, but not limited to, Smart Cities Week events and Readiness Workshops, (c) off platform, including without limitation, RFID, entry management, sponsorship and marketing or distribution services; and (d) through mobile applications, webpages, application programming interfaces, and subdomains ("Applications"). (a), (b), (c) and (d) are collectively referred to as "Smart Cities Council Properties" or our "Services". These Terms apply to any Site(s) on which they are posted; where other terms or agreements are instead posted, those terms or agreements apply to the extent they conflict with these Terms. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by Smart Cities Council in connection with the Services is the "Site Content" (or "Content"). Any material (including the foregoing categories) that you contribute, provide, post or make available using the Services is "Your Content."
1.2 Who's Who.
When these Terms use the term "Organizer," we mean event creators using the Services to create events displayed on the Services for consumers using our Services (a) to consume information about or attend Events ("Consumers"), or (b) for any other reason. Organizers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users," "you" or "your."
When these Terms use the term "Smart Cities Council," "we," "us," or "our," that refers to Smart Cities Council, Inc. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees. Affiliates include without limitation, Smart Cities Council Global, Smart Cities Council North America, Smart Cities Council India, Smart Cities Council Europe and Smart Cities Council ANZ, as these entities are referenced below.
1.3 What Else. If you are an Organizer or Consumer, Smart Cities Council's Community Guidelines are applicable to you. (Some, but not all, of the terms in those agreements are duplicated in these Terms of Service.) If you are a third party interacting with our Services not as an Organizer or a Consumer, the API Terms of Use or Trademark and Copyright Policy might be applicable to you. Please be on the lookout for additional terms and conditions displayed with certain Services that you may use from time to time as those will also be applicable to you. And, by agreeing to these Terms of Service, you acknowledge you have read the Privacy Policy and Cookie Statement applicable to all Users. We may sometimes provide you with services that are not described in these Terms of Service, or customized services: unless we have entered into a separate, signed agreement that expressly supersedes these Terms of Service, these Terms of Service will apply to those services as well.
1.4 What the "Terms of Service" Means. These Terms of Service and the other documents referenced in them (including in Section 1.3 above) comprise Smart Cities Council's "Terms." These Terms are a legally binding agreement between you and Smart Cities Council governing your access to and use of the Services and setting out your rights and responsibilities when you use the Services. By using any of our Services (including browsing a Site), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Services. If you will be using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity as well as yourself.
2. Smart Cities Council's Services and Role
2.1 What We Do. Smart Cities Council's Services provides knowledge and resources to help cities on their journey to become more livable, workable and sustainable. It provides knowledge through a combination of digital tools — including, but not limited to the Smart Cities Council website, newsletter and Smart Cities Readiness Guide — and in-person events, including, but not limited to Smart Cities Week and Readiness Workshops. The Council, working with its network of partner companies, provides resources and other assistance to cities through programs such as, but not limited to, the Smart Cities Council Readiness Challenge.
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3. Privacy and Consumer Information
3.1 We know your personal information is important to you and it is important to Smart Cities Council too. Information provided to Smart Cities Council by Users or collected by Smart Cities Council through Smart Cities Council Properties, is governed by our Privacy Policy.
3.2 If you are an Organizer, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) consumers.
4. Term; Termination
4.1 These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. There may come a time where either you or Smart Cities Council decides it's best to part ways as described in Sections 4.2 or 4.3 below. When that happens, these Terms will generally no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and Smart Cities Council.
4.2 Smart Cities Council may terminate your right to use the Services at any time (a) if you violate or breach these Terms; (b) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by Smart Cities Council; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Smart Cities Council to legal liability. Smart Cities Council may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in Smart Cities Council's sole discretion, failure to do so would materially prejudice you. You agree that Smart Cities Council will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
4.3 Except to the extent you have agreed otherwise in a separate written agreement between you and Smart Cities Council, you may terminate your access to the Services and the general applicability of Terms by deleting your account. If you are a Consumer using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and Smart Cities Council governing your use of the Services and that agreement terminates or expires, these Terms (as unmodified by such agreement) will govern your use of the Services after such termination or expiration.
4.4 All provisions of these Terms that by their nature should survive termination of these Terms will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
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5. Export Controls and Restricted Countries
As a global company based in the US with operations in other countries, Smart Cities Council complies with certain export controls and economic sanctions laws. All Users, regardless of your or the event's location should familiarize yourself with these restrictions. In accepting these Terms you represent and warrant that: (a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services, including without limitation, Cuba, Iran, North Korea, Syria or the Crimea region of Ukraine; and (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; the U.S. Department of State's Terrorist Exclusion List; the Bureau of Industry and Security's Denied Persons, Entity or Unverified List; the Consolidated List of Targets published by the U.K. HM Treasury; the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (ii) that is subject to sanctions in any other country; or (iii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.
6. Release and Indemnification
This is where you agree to cover Smart Cities Council if you use the Service in a way at causes Smart Cities Council to be the subject of a legal matter, or to face other claims or expenses.
6.1 Release. You hereby agree to release Smart Cities Council from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
6.2 Indemnification. You agree to defend, indemnify and hold Smart Cities Council and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (b) your use of the Services in violation of these Terms or other policies we post or make available; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; and (d) if you are an Organizer, your events (including where Smart Cities Council has provided Services with respect to those events), provided that in the case of (d) this indemnification will not apply to the extent that the Claim arises out of Smart Cities Council gross negligence or willful misconduct. Smart Cities Council will provide notice to you of any such Claim, provided that the failure or delay by Smart Cities Council in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances Smart Cities Council may choose to handle this ourselves, in which case you agree to cooperate with Smart Cities Council in any way we request.
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7. Disclaimer of Warranties and Assumption of Risks by You
We strive to provide Services in the way you need them, but there are some things it is important for you to understand that we cannot promise.
To the extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. Smart Cities Council expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, Smart Cities Council makes no warranty that (a) the Services (or any portion of the Services) will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that Smart Cities Council has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users (including the Consumer's personal information shared with Organizers in connection with events) or the ability of any User to perform or actually complete a transaction. Smart Cities Council has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties Smart Cities Council requires to provide the Services or an Organizer chooses to assist with an event.
You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
8. Limitation of Liability
8.1 To the extent permitted by applicable laws, or as otherwise set forth herein, Smart Cities Council and any person or entity associated with Smart Cities Council's provision of the Services (e.g., an affiliate, vendor, strategic partner or employee) ("Associated Parties"), will not be liable to you or any third party, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Smart Cities Council has been advised of the possibility of such damages); or (b) Your Content. In addition, other than the obligation of Smart Cities Council to pay out Event Registration Fees in certain circumstances to certain organizers under the Merchant Agreement, and only in accordance with the terms therein, the maximum aggregate liability of Smart Cities Council or Associated Parties is limited to the following:
(i) for Organizers of events with paid tickets, and subject to the terms of the Merchant Agreement, the fees (net of Smart Cities Council Payment Processing Fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim; and
(ii) for Organizers of events with free tickets only, Consumers or other Users, (1) the total amount of all tickets or registrations that you purchased or made through the Services in the three (3) month period immediately preceding the circumstances giving rise to your claim; or (2) if you made no such purchases, one hundred U.S. dollars (US $100).
8.2 Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
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9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.
ALL CLAIMS MUST BE BROUGHT TO THE ATTENTION OF SMART CITIES COUNCIL WITHIN ONE (1) YEAR OF THEM ARISING OR ARE OTHERWISE NULL AND VOID
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
(a) Contact Us First.
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
(b) Agreement to Arbitrate.
In the unlikely event that our customer support team is unable to resolve your concerns, the parties (you and we) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Services, or related to our relationship through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9(h) below.
(c) Scope of Agreement.
This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services.
(d) Exceptions.
Notwithstanding this Agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or (ii) bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court in the U.S. Patent or Trademark Office to protect its Intellectual Property Rights ("Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Privacy Shield Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.
(e) No Class Actions.
YOU AND Smart Cities Council AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.
(f) Notice of Dispute.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to Smart Cities Council must be addressed to the following address ("Notice Address") and must be sent by certified mail: Smart Cities Council, Inc, Legal Department 1900 Campus Commons Drive, Suite 100 Reston, VA 20191 Notice to you will be addressed to a mailing, home or payment address currently on record with Smart Cities Council and must be sent by certified mail. If Smart Cities Council has no records of such physical address, such notice may be delivered to your Smart Cities Council account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Smart Cities Council and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Smart Cities Council may commence an arbitration proceeding.
(g) Arbitration Proceedings.
The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 9, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.) All issues in dispute between the parties are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 9.
(h) Location of Arbitration Proceedings. If you are a Consumer, any arbitration hearings will take place (at your option) either in Fairfax County, VA USA or by phone. If you are a business (i.e., your use of the Services were for commercial use), then unless Smart Cities Council and you agree otherwise, any arbitration hearings will take place in Fairfax County, VA USA. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
(i) Costs of Arbitration; Legal Fees.
i. Payment of Costs and Expenses. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules.
ii. Payment of Legal Fees. Just as in any court proceeding, each party will initially bear its own attorneys' fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator will award such prevailing party the reasonable attorneys' fees and expenses that it incurred in connection with the arbitration.. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
(i) Special Severability.
In the event that any provisions of this Section 9 are found to be invalid or unenforceable for any dispute or claim, then, the entirety of this Section 9 will be null and void with respect to such dispute or claim and Section 19 will apply in lieu of this Section 9.
10. Permissions You Grant Us: Grant of Image Rights When We Record Events
10.1. Permissions from Consumers. As a Consumer attending an event, you grant permission to Smart Cities Council, its successors, its assigns, and its licensees to record and use your image, likeness, appearance, movements, performances, and statements in any live or recorded audio, video, or photographic display or other transmission, exhibition, publication or reproduction made of, or at, the event (regardless of whether before, during or after the event) for any purpose, in any manner, in any medium or context now known or hereafter developed, including the right to freely edit the recordings for use or create new works from the recordings, without further authorization from, or compensation to, you or anyone acting on your behalf. You agree that Smart Cities Council, its successors and assigns will own all rights of every nature whatsoever in and to all films and photographs taken and recordings made hereunder and that Smart Cities Council is not required to use the Recordings. You irrevocably waive any right to inspect or approve the Recordings in any manner in which they are used. Smart Cities Council may provide credit using your name or may refrain from doing so, in its discretion. Further, you release Smart Cities Council and Smart Cities Council assigns, licensees and successors from any claims that may arise regarding use of such recordings, photographs, or films, including without limitation any claims of defamation, invasion of privacy, or infringement or rights of likeness, publicity or copyright. You acknowledge that you have no ownership rights in the recordings, photographs, or films (or in any work created from or with them).
10.2 Permissions from Organizers. As an Organizer, you grant permission to Smart Cities Council to enter onto and remain on the premises (including real property, fixtures, equipment, or other personal property) where your event is hosted (and any other premises you and Smart Cities Council mutually approve) (collectively, the "Premises") with personnel and equipment for the purpose of photographing and recording the Premises, both internally and externally in connection with the production of digital content on the date of your event(s) and any other dates reasonably requested by Smart Cities Council (for example, during setup and breakdown for the event) (the "Shoot"). You, on behalf of yourself, your employees, independent contractors, invitees, licensees, performers, exhibitors, attendees, and all other individuals present at the Shoot (collectively, the "Subjects"), grant permission to Smart Cities Council to record and use the image, likeness, appearance, movements, performances, and statements of the Subjects in any live or recorded audio, video, or photographic display or other transmission, exhibition, publication or reproduction made of, or at, the event (regardless of whether before, during or after the event) for any purpose (including, without limitation, the advertising, promotion and other exploitation of Smart Cities Council's brand, Trademarks, Services or events hosted on the Sites), in any manner, in any medium or context now known or hereafter developed, without further authorization from, or compensation to, the Subjects or anyone acting on a Subject's behalf. You, on behalf of yourself and the Subjects, agree that Smart Cities Council will own all rights of every nature whatsoever in and to all films and photographs taken and recordings made hereunder (the "Recordings"), including without limitation of all copyrights therein and renewals and extensions thereof, and the exclusive right to use and exploit the Recordings in any manner, in any medium or context now known or hereafter developed. You, on behalf of yourself and the Subjects, grant Smart Cities Council and its licensees the nonexclusive right to use the names and trademarks of you, the Premises, the Events documented in the Shoot, and the Subjects in connection with Smart Cities Council and its licensees' use of the Recordings. You are responsible for obtaining, at your own cost, all third party permissions, clearances, and licenses necessary to secure Smart Cities Council the permissions and rights described above.
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11. License to the Smart Cities Council Services
11.1License to Services. We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to (a) browse the Services and search for, view, register for or purchase tickets or registrations to an event listed on the Services; and/or (b) create event registration, organizer profile and other webpages to promote, market, manage, track, and collect sales proceeds for an event. Your use of the Services must be in compliance with these Terms and in compliance with all applicable local, state, provincial, national and other laws, rules and regulations. In addition, by using any search functionality or address auto-population tools, you are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).
11.2Restrictions on Your License. Without limitations on other restrictions, limitations and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services; (c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner; (d) remove or alter any proprietary notices on the Services; or (e) engage in any activity that interferes with or disrupts the Services.
11.3Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Smart Cities Council may own the Site Content or portions of the Site Content may be made available to Smart Cities Council through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of Smart Cities Council and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
11.4Trademarks. The trademarks, service marks and logos of Smart Cities Council (the "Smart Cities Council Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Smart Cities Council. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks," and, collectively with Smart Cities Council Trademarks, the "Trademarks"). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Smart Cities Council specific for each such use. The Trademarks may not be used to disparage Smart Cities Council, any third party or Smart Cities Council or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Smart Cities Council approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Smart Cities Council Trademark will inure to Smart Cities Council benefit. A number of issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by Smart Cities Council and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
11.5Use of Sub-domains. Smart Cities Council may use a sub-domain within the Site (e.g., |LS|sub-domain prefix|RS|.SmartCitiesCouncil.com) for a given event. All such sub-domains are the sole property of Smart Cities Council and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event Smart Cities Council provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your event is actively selling on the Services and you are in compliance with the Terms, including without limitation, these Terms of Service. If Smart Cities Council terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.
12. Your Account with Smart Cities Council
We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with Smart Cities Council or user the Services, including the following:
• You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 13 or older, you may only use the Services under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 13, please do not provide us with any information about yourself.
• You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity (the "Registration Data"). You also agree to update this Registration Data if it changes.
• If there is a dispute between two or more persons or entities as to account ownership, Smart Cities Council will be the sole arbiter of that dispute and Smart Cities Council's decision (which may include termination or suspension of the account) will be final and binding on those parties.
• If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant Smart Cities Council all permissions and licenses provided in these Terms.
• We may provide you the ability to implement certain permission within your account to third parties including, "sub-users," "sub-accounts," or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account (including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
• You agree to immediately notify Smart Cities Council of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
13. Our Community Guidelines
You agree to abide by the Smart Cities Council Community Guidelines whenever you use or access our Services. Please read these carefully, as they affect what types of content and conduct are permitted on and through the Smart Cities Council Services.
14. Your Content.
14.1License. Smart Cities Council does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant Smart Cities Council a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Smart Cities Council's promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Smart Cities Council does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
14.2Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate these Terms.
14.3Additional Rules About Your Content. Your Content must be accurate and truthful. Smart Cities Council reserves the right to remove Your Content from the Services if Smart Cities Council believes in its sole discretion that it violates these Terms, our Community Guidelines, or for any other reason. Smart Cities Council may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Smart Cities Council both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or (d) protect the rights, property and/or personal safety of Smart Cities Council, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
15. Notices
Notices to you may be sent via email or regular mail to the address in Smart Cities Council records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Smart Cities Council or deliver any notice, you can do so at Smart Cities Council, Inc., Smart Cities Council, Inc 1900 Campus Commons Drive, Suite 100 Reston, VA 20191 or via email to legal@SmartCitiesCouncil.com.
16. Modifications to the Terms or Services
Smart Cities Council reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (a) posting the changes through the Services; (b) updating the "Updated" date at the top of this page; or (c) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Smart Cities Council may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of Smart Cities Council. Smart Cities Council is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. Smart Cities Council reserves the right modify, replace or discontinue any part of the Services or the entire Service.
17. Assignment.
We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
18. Entire Agreement
Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Smart Cities Council and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Smart Cities Council on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of Smart Cities Council relating to a specified event or events.
19. Applicable Law and Jurisdiction
These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. Smart Cities Council is based in Reston, VA, and any legal action against Smart Cities Council related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in Fairfax County, VA USA. Thus, for any actions not subject to arbitration, you and Smart Cities Council agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in Fairfax County, VA USA.
20. Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
21. Third Party Websites; Linked Accounts
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Smart Cities Council has no control over such websites and resources, you acknowledge and agree that Smart Cities Council is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Smart Cities Council partners or third party service providers.
22. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.