Effective Date: June 4, 2018
PLEASE READ THE FOLLOWING CAREFULLY. This is a legally binding agreement between you as a user of the Civil application, website located at URL www.civil.co, or services, whether you are a newsmaker, a newsroom, a content contributor, a consumer, or are just browsing the same (collectively, the “Platform”) (“user” or “you”) and The Civil Media Company., a Delaware corporation (“Civil”, “us”, “our” or “we”).
BY ACCESSING OR USING THE PLATFORM, YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE PLATFORM.
NOTE THAT DISPUTES ABOUT THIS AGREEMENT OR RELATING TO THE PLATFORM GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. See Section 22 for more details.
1. Description of Platform
Civil is building a newsroom platform using blockchain technology and cryptoeconomics to create an open marketplace for journalists and citizens. Through Civil’s Platform, newsmakers and newsrooms can publish content, articles, videos, and other information, including local, international, investigative, and policy journalism, for reader viewing and discussion. Civil’s mission is journalism: supporting it, distributing it and protecting its ideals. The specific features and functionality of the Platform are dynamic and may change from time to time as Civil grows and develops.
We reserve complete and sole discretion with respect to the operation of the Platform. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Platform at any time.
3. Scope and Acceptance
Anyone who accesses or uses the Platform is a “user.” The Agreement sets forth your rights and obligations as a user with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to, or use of, the Platform, including, without limitation, any text, graphics, sound recordings, audio, video, and art work.
If you are accessing or using the Platform on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
The Platform is not intended or authorized for use by persons under the age of eighteen (18). By using the Platform, you represent and warrant that you are eighteen (18) years of age or older and that you agree to and agree to abide by all of the terms and conditions of the Agreement. If we believe that you are under the age of eighteen (18) or that you are not old enough to consent to and be legally bound by the Agreement, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Platform (or any portion, aspect, or feature of it), or (ii) delete any content or information that you have posted through the Platform.
We reserve the right to deny access to the Platform at our discretion and for any reason, including any breach of the Agreement.
5. Account Information and Security
6. Inaccuracies on the Platform
A possibility exists that the Platform could include inaccuracies or errors and that additions, deletions, and alterations could be made to the Platform by unauthorized third-parties. Although we attempt to ensure the integrity of the Platform, it makes no guarantees as to the completeness, correctness, or accuracy of the Platform or any of the content on the Platform. If you believe any portion of the Platform includes an error or inaccuracy, please notify us.
7. Proprietary Rights in Content in the Platform
As between you and Civil, Civil owns and retains all proprietary rights in the Platform. The Platform contain proprietary content and information of Civil and its licensors (such materials and content includes, but is not limited to, the design, layout, artwork and other elements of the Platform and any text, audio, video, logo, information, data, software, documentation, services or any other materials contained on the Platform) (“Civil Content”) and is protected by copyright and other intellectual property laws. You may view, download, print, and copy the Civil Content on the Platform for your own personal, informational use, provided that (i) you do not modify the Civil Content and (ii) you retain all copyright and propriety notices originally contained in the Civil Content on any copies. Nothing herein shall be construed as granting any license or right to use the Platform or any materials contained on the Platform, including any Civil Content, except as expressly provided herein. You acknowledge that we will aggressively enforce our intellectual property rights with respect to the Civil Content to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.
Notwithstanding the foregoing, all third party news articles, content, text, artwork, audio, video, information, data, and materials on the Platform are owned by the respective third party newsroom or newsmaker who has published the same to the Platform (“Third Party Content”). Such third party may have different restrictions on use of the Third Party Content; therefore we encourage you to review the terms and conditions and policies of such third party before accessing or using such Third Party Content.
8. User Feedback
Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to us with respect to the Platform shall remain the sole and exclusive property of Civil. We shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without credit or compensation to you.
9. Permitted Use
In connection with the use of the Platform, you may not:
- alter or modify the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Platform;
- sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Platform, or related materials;
- remove or modify any proprietary notice or labels on the Platform, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application;
- use the Platform for any non-authorized commercial purpose or any illegal purpose;
copy, modify, erase, or damage any information contained on computer servers used or controlled by Civil or any third party;
- use the Platform to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
- access or use any password-protected, secure, or non-public areas of the Platform, or access data on the Platform not intended for you, except as specifically authorized in writing by us;
- impersonate or misrepresent your affiliation with any person or entity;
- use any automated means to access or use the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission;
- attempt to or actually disrupt, impair, interfere with, alter, or modify the Platform, or any information, data, or materials posted and/or displayed by Civil;
- attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent; or
- attempt to interfere with or disrupt access to or use of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
- post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to our mission.
10. User Content
We may, at our sole discretion, permit users to post, upload, publish, submit, or transmit photos, diagrams, text, testimonials, reviews, videos, sounds, images, or information (collectively, “User Content”). By making available any User Content on or through the Site, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, or by means of the Platform. We do not claim any ownerships rights in any such User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Platform or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through, or by means of the Platform will infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) all User Content complies with the Permitted Uses enumerated above in Section 9 of this Agreement. In addition, you agree that we may review or monitor this User Content and may remove or alter any materials that you submit in its sole discretion at any time for any reason.
11. Dealings with Other Users
You are responsible for your interactions with other users of the Platform. If you have a problem with another user, including a newsmaker or a newsroom, Civil is not required to get involved, but we can if we desire. If you have a dispute with another user, you release Civil and its officers, directors, agents, subsidiaries, joint ventures, employees and all affiliates from responsibility, claims, demands and/or damages (actual or consequential) of every kind and nature, whether known or unknown, result from that dispute or connected to that dispute. This includes damages for loss of profits, goodwill, use or data. If you live in California, you waive California Civil Code § 1542.
12. Payment Terms
Some content on and features of the Platform may only be accessed by payment of fiat money or cryptocurrency. The terms for such payment are set by each third party newsroom or newsmaker, not by Civil. We are not responsible for any payment terms and we are not responsible for any disputes or refunds that may arise due to payment of fees for access to certain content on the platform. We encourage you to review the third party’s terms and conditions, including payment terms, before you send payment of any kind to such third party.
If you have a payment issue with another user or a third party newsmaker or newsroom, Civil is not required to get involved, but we can if we desire. If you have a payment dispute with another user or a third party newsmaker or newsroom, you release Civil and its officers, directors, agents, subsidiaries, joint ventures, employees and all affiliates from responsibility, claims, demands and/or damages (actual or consequential) of every kind and nature, whether known or unknown, result from that dispute or connected to that dispute.
13. Third Party Properties Referred to on the Platform
The Platform may refer to physical venues, geographical sites, websites on the Internet, and/or products or Platform that are not under the control of or maintained by us (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by us of any such Third Party Properties. You acknowledge that we are providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that we are not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. We do not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on the Platform, you do so at your own risk.
The Platform may contain materials submitted by third parties. Any such materials are provided solely as a convenience to you. Unless expressly stated to the contrary, we have not tested or evaluated these materials and does not endorse or make any representations about these materials or your use thereof. If you use any of the third party materials, you do so at your own risk. In no event shall we be liable for any loss, claim, damages, or costs that may arise in connection with your use of these materials.
14. Availability of the Platform
It is not possible to operate the Platform with 100% guaranteed uptime. We will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, we reserve the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice. You agree that we shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
A. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
B. THE CIVIL PLATOFRM IS MERELY A PLATFORM THAT MAY MAKE AVAILABLE TO ITS USERS CONTENT THAT IS CREATED BY AND PUBLISHED BY THIRD PARTY AUTHORS. THIS PLATFORM MAY MAKE AVAILABLE ARTICLES OR OTHER CONTENT CONTAINING INFORMATION IN THE FORM OF NEWS AND/OR OPINIONS THAT, UNLESS OTHERWISE STATED THEREIN, SHOULD NOT BE CONSTRUED AS SPECIFIC ADVICE OR INSTRUCTION FROM CIVIL OR OFFICIAL EXPRESSIONS OF CIVIL. CIVIL DOES NOT WARRANT, EITHER EXPRESSLY OR BY IMPLICATION, THE FACTUAL ACCURACY OF ANY CONTENT ON THE PLATFORM OR LINKED TO FROM THE PLATFORM, NOR DOES IT ADOPT ANY STATEMENT AS ITS OWN, OR WARRANT ANY NEWS OR OPINIONS OFFERED BY THE AUTHOR OF SUCH CONTENT. CIVIL ACCEPTS NO FAULT OR LIABILITY FOR SUCH CONTENT AVAILABEL ON OR LINKED TO FROM THE PLATFORM OR FOR ANY ERROR OR OMISSION WITH RESPECT TO SUCH CONTENT.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CIVIL OR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES BE LIABLE TO YOU OR ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; OR (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM, OR ANY PORTION THEREOF, EVEN IF WE OR ANY OF OUR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IF, DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED U.S. DOLLARS ($100).
YOU UNDERSTAND AND AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR IN CONNECTION WITH THE PLATFORM AND USE OF THE PLATFORM. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CIVIL, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO YOUR USER CONTENT, ANY VIOLATION OF THIS AGREEMENT, AND ANY ACTIVITY RELATED TO YOUR USE OF THE PLATFORM.
You agree that we may, in its sole discretion and without prior notice, terminate your access to or use of any of the Platform at any time and for any reason, with or without cause.
19. Copyright Infringement
We take copyright violation very seriously and will vigorously protect the rights of legal copyright owners. We may remove material from the Platform that appears in our sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. If you believe a work protected by a U.S. copyright you own has been posted on this Platform without authorization, you may notify our copyright agent, and provide the following information:
- a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
- identification of the copyrighted work or works claimed to have been infringed;
- a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL where the infringing material appears;
- your name, mailing address, telephone number, and e-mail address;
- a statement by you that you believe in good faith belief that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
- a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify us of claimed copyright infringement, please contact:
The Civil Media Company
68 3rd Street
Brooklyn, NY, USA 11231
20. Modifications and Updates
At any time and in our sole discretion, we may add, delete, or modify the Agreement or the Platform or any functionality provided through the Platform. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing, and/or using the Platform. All changes to the Agreement shall be effective immediately.
We may also from time to time provide enhancements or improvements to the features and/or functionality of the Platform, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). All Updates are subject to the terms and conditions of this Agreement. Updates may modify or delete certain features and/or functionalities of the Application. You acknowledge and agree that we have no obligation to (i) provide any Updates; or (ii) continue to provide or enable any particular features and/or functionalities.
21. International Use
22. Dispute Resolution
The parties agree that, except as otherwise provided below, they shall first attempt to resolve any dispute, claim or controversy relating in any way to this Agreement (a “Dispute”) between an officer of each party who has authority to resolve the Dispute. If any Dispute cannot be settled in this manner within sixty (60) days of written notice being served by a party on the other party, the parties agree that the Dispute may be settled by arbitration in accordance with the JAMS Arbitration Association (“Rules”) in New York City, New York, with judgment upon the award rendered by the arbitrator to be entered in any court of competent jurisdiction. Any arbitrator selected pursuant to the Rules will conduct arbitration and the arbitrators will have a background or training in smart medical devices and medical software applications, contract law and intellectual property. The arbitrators may award attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim, conservatory or equitable relief, as necessary, without breach of this arbitration Agreement and without any abridgment of the powers of the arbitrator(s).
Notwithstanding the foregoing, you agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to us for which monetary damages would be inadequate. You consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies we may have at law or in equity.
23. Applicable Law and Venue
Any action related to the Agreement will be governed by the laws of the State of New York, without regard to the choice or conflicts of law provisions of any jurisdiction. You and Civil agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Platform or the Agreement that are not submitted to arbitration will be exclusively in the federal or local courts with jurisdiction over New York City, New York.
If Civil does take any legal action against you as a result of your violation of the Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to, or use of, the Platform as a result of any violation of the Agreement or for any reason at all.
No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you, a user, and us with respect to the Platform and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with regard to the Platform. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement. You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by us. Any purported assignment lacking such consent will be void at its inception. We may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the Platform. If you have any comments or questions about the Platform, please contact us at [email protected].