Ads and Upgrades Terms
By signing up for iCitySpy Ads, Business Page Upgrades, or a package containing both types of Ad Services, as further described herein (the “Ad Services”), you, on behalf of the business or entity to which the Ad Services are to be provided (hereinafter “you” or “your”) agree to be bound by and comply with these terms and conditions (the “Promotional Terms”). These Promotional Terms constitute an agreement between you and ICitySpy, a Business Marketing LLC Florida corporation (“iCitySpy”). Please do not sign up for the Ad Services if you do not agree to be bound by and comply with these Promotional Terms.
By agreeing to these Promotional Terms, you represent and warrant that you have full legal power and authority to enter into these Promotional Terms, perform the obligations hereunder, and authorize the fee payments set forth in the Checkout Form(s).
1. Ad Services
Subject to your compliance with these Promotional Terms, iCitySpy will provide the Ad Services that you selected in the web-based iCitySpy Ads and/or Business Page Upgrades purchase flow (the “Checkout Form”), pursuant to these Promotional Terms. The selected Ad Services are indicated on the Checkout Form and include, but are not limited to, iCitySpy Ads and Business Page Upgrades.
The “iCitySpy Ads” Ad Service causes advertisements for your business (each, an “Ad”) to be displayed on one or more of iCitySpy’s media properties, including iCitySpy’s mobile applications (collectively, the “Site”), as further described in the Checkout Form. With iCitySpy Ads, ICitySpy delivers a variable and unguaranteed number of ad impressions to the Site to promote your business. The number of delivered ad impressions is determined at iCitySpy’s sole discretion. You pay iCitySpy for the number of clicks on those ad impressions. A “click” occurs when a Site user clicks on an ad impression. iCitySpy establishes a minimum bid price per click, which is the least you would pay for a click, and which iCitySpy may change at any time. If there are no competing advertisers, you pay the minimum bid price. If there are competing advertisers, the winning advertiser will pay the minimum amount of money necessary to beat the second-place advertiser, based on relevance and bid price. You agree to allow iCitySpy to implement an auto-bidding strategy whereby your bid price per click varies based on relevance, competition, and other factors, in an effort to maximize the number of clicks you receive within the budget specified in the Checkout Form. You understand that iCitySpy will determine, in its sole discretion, how to measure the number of ad impressions and clicks. All iCitySpy Ads charges will be based on iCitySpy’s measurement of ad clicks.
“Business Page Upgrades”, including but not limited to Enhanced Profile, Slideshow, Restrict Competitors’ Ads, Video, and Call Tracking, are further described on the Checkout Form.
2. Fees
During the Term, you agree to pay the fees for Ad Services as specified on your Checkout Form. You are also responsible for any additional taxes and government charges, if any. Unpaid amounts or errors may be billed by iCitySpy on subsequent dates. If your payment method fails or your account is past due, iCitySpy may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys’ fees. When purchased individually rather than as part of a package that includes iCitySpy Ads, ICitySpy may require that Business Page Upgrades be paid in advance in monthly installments. When you purchase a package of Ad Services that includes Business Page Upgrades and iCitySpy Ads, a portion of your fees will cover your Business Page Upgrades and a portion will be used as a budget for iCitySpy Ads.
IF YOU PROVIDE ICITYSPY WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, YOU AUTHORIZE ICITYSPY AND OR BUSINESS MARKETING LLC TO USE SUCH PAYMENT METHOD TO AUTOMATICALLY CHARGE YOU ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. YOU REPRESENT THAT YOU ARE AUTHORIZED TO INCUR SUCH CHARGES AND PAY FOR THEM USING THE PAYMENT METHOD YOU PROVIDE. YOU MAY NOT SUBSTITUTE A DIFFERENT FORM OF PAYMENT UNLESS ALL AMOUNTS DUE HEREUNDER HAVE BEEN PAID IN FULL OR UNLESS OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
RECOGNIZING THE UP-FRONT SALES, SETUP, DEVELOPMENT, AND OPPORTUNITY COSTS THAT ICITYSPY BEARS IN CONNECTION WITH THE AD SERVICES, AS WELL AS OTHER DAMAGES THAT BEAR A REASONABLE RELATIONSHIP TO THE RANGE OF ACTUAL DAMAGES THAT, AS OF THE EFFECTIVE DATE, YOU AND ICITYSPY ANTICIPATE WOULD FLOW FROM AN EARLY TERMINATION BY YOU, AND THE DISCOUNTED PRICING OFFERED BY ICITYSPY IN EXCHANGE FOR YOUR COMMITMENT TO PURCHASE AD SERVICES FOR THE PERIOD SET OUT IN THE CHECKOUT FORM, YOU AGREE TO PAY THE EARLY TERMINATION FEE SET FORTH IN THE CHECKOUT FORM, IF ANY, IF YOU TERMINATE THE AD SERVICES AFTER THE EFFECTIVE DATE AND BEFORE THE END OF THE COMMITMENT PERIOD TO WHICH YOU AGREED IN THE CHECKOUT FORM.
3. Ad Content
Some Ad Services may incorporate content from users of the Site, such as excerpts from user reviews. To the extent you provide content for your Ads or any Ad Services, or instruct one of iCitySpy’s representatives to provide content on your behalf, you warrant that the content will (a) be true and correct, (b) not violate the rights of iCitySpy or any third party, (c) comply with iCitySpy’s content guidelines, and (d) otherwise comply with the law, including, for example, laws relating to sweepstakes and promotions. iCitySpy reserves the right to reject, remove, or alter any content at iCitySpy’s sole discretion to conform to its technical specifications and content guidelines, or applicable law.
4. Information About and Use of the Site
The Site allows consumers to post ratings and reviews about businesses like yours. Purchasing the Ad Services does not impact ratings or reviews. Please note that unlike other sites that might feature every review submitted by every user, iCitySpy uses automated software that aims to recommend helpful reviews from the iCitySpy community, while not recommending others. The software looks at dozens of different signals, including a user’s activity on iCitySpy and signals intended to measure quality and reliability. In some cases the software may not recommend a legitimate review, or it may recommend an illegitimate review. In all cases, however, the software treats advertisers and non-advertisers exactly the same. Finally, your use of the Site, including any use by someone else acting on your instructions, is governed by the Site’s Terms of Service.
5. Term and Termination
The Promotional Terms begin once you sign up via the web-based Checkout Form by clicking the Purchase button or a similar button that indicates your intention to purchase the Ad Services, and, unless terminated earlier as provided herein, end on the last date that iCitySpy provides you the Ad Services ordered under these Promotional Terms. Business Page Upgrades and packages that include both Business Page Upgrades and iCitySpy Ads (“Term-based Ad Services”), automatically renew for monthly periods after the end of the commitment period specified in the Checkout Form, unless terminated as provided herein.
You may terminate the Ad Services at any time by providing written notice via the interface in your iCitySpy for Business Owners account, or via email to your account representative if the Ad Services you purchased include Account Management, and such termination will become effective (i) immediately in the case of pay-as-you-go iCitySpy Ads or, (ii) in the case of Term-based Ad Services, at the end of the Commitment Period, or any renewal period, by providing written notice to your iCitySpy account representative on or before the 15th day of the month in order for the Term-based Ad Services to terminate at the end of that month. If you provide written notice of termination after the 15th day of the month, then Term-based Ad Services will terminate at the end of the following month. All Ad Services will continue until termination. If you terminate your Ad Services prior to the end of the commitment period specified in the Checkout Form, if any, you agree to pay the Early Termination Fee specified in the Checkout Form, and you authorize iCitySpy and or Business Marketing LLC to charge the credit card on file in your account to collect that fee and any other amounts due hereunder.
iCitySpy may terminate your Ad Services at any time for any or no reason, effective immediately, by ceasing to provide the Ad Services to you. In the event of such termination, iCitySpy may charge the credit card on file all unpaid but accrued fees through the date of termination, and iCitySpy will reimburse any fees that were prepaid for Ad Services that were to be rendered after the date of such termination.
6. Representations and Responsibilities
You represent that you (a) are at least 18 years of age, (b) have the power and authority to enter into the Promotional Terms on behalf of the business or entity for which the Ad Services are to be provided, (c) your use of the Site will not violate the advertising restrictions of any regulatory agency, and (d) you are registered for sales and use tax collection purposes in all states in which your goods and services will be provided. You further represent and warrant to iCitySpy that you will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks or other actions; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect iCitySpy content and reviews from the Site, except as expressly permitted by iCitySpy or; (z) use any iCitySpy trademarks in any manner without iCitySpy’s prior written consent. All rights not expressly granted to you hereunder are reserved by iCitySpy.
7. ICITYSPY’S DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE AD SERVICES ARE PROVIDED TO YOU ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS. ICITYSPY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, ICITYSPY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY, AND RESULTS OF THE AD SERVICES, INCLUDING AD CLICK RATES, CONVERSIONS, AND ANY USER-GENERATED CONTENT THAT APPEARS IN YOUR ADS OR ON YOUR BUSINESS PAGE; (II) THE ACCURACY OF THE INFORMATION AND METRICS THAT ICITYSPY PROVIDES IN CONNECTION WITH THE SITE OR AD SERVICES (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS); AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. ICITYSPY SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE ICITYSPY WILL TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, ICITYSPY MAY NOT BE ABLE TO ACHIEVE YOUR SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.
THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS, USER VIEWS, CALLS, OR AD CLICKS (“THIRD-PARTY ACTIVITY”), WHICH MAY IMPACT THE FEES YOU PAY ICITYSPY AND THE PERCEIVED EFFECTIVENESS OF THE AD SERVICES. YOU ACCEPT THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO ICITYSPY. AS SUCH, THE PARTIES AGREE THAT ICITYSPY HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, IN WHICH CASE ICITYSPY’S MAXIMUM LIABILITY AND YOUR EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT AD SERVICES ON ICITYSPY EQUAL TO THE AMOUNT OF THIRD-PARTY ACTIVITY. TO THE EXTENT THAT ICITYSPY ITSELF INADVERTENTLY GENERATES AD CLICKS, ICITYSPY’S MAXIMUM LIABILITY AND YOUR EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT AD SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD CLICKS, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW.
FOR ALL OTHER CLAIMS ARISING FROM, RELATED TO, OR IN CONNECTION WITH A CHECKOUT FORM, THE AD SERVICES, THE SITE, OR THE PROMOTIONAL TERMS THAT ARE NOT EXPRESSLY ADDRESSED ABOVE, ICITYSPY’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND YOUR EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO ICITYSPY BY YOU HEREUNDER, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW.
NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH A CHECKOUT FORM, THE AD SERVICES, THE SITE, OR THE PROMOTIONAL TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
8. Indemnification
You will indemnify, defend, and hold iCitySpy and its officers, directors, agents, and employees harmless from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with (i) any content, information, or instructions you provide to iCitySpy; (ii) your use of the Ad Services; (iii) any breach of representations or warranties provided under these Promotional Terms by you in Sections 3 and 6; (iv) any Promotion, including any claims for any violation by the Promotion of any law, rule, or regulation; or (v) your products or services or the provision thereof to end users. iCitySpy will notify you promptly of any Third Party Claim for which it seeks indemnification and will permit you to control the defense of such Third Party Claim with counsel chosen by you; provided, that you will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of iCitySpy without iCitySpy’s prior written consent.
9. Choice of Law and Arbitration
(a) Any claim, controversy, cause of action, or dispute arising out of, relating to, or in connection with the Promotional Terms and the Ad Services (“Claim”) will be exclusively governed by the laws of the United States of America and the State of Florida, consistent with the Federal Arbitration Act, without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. You agree that any subpoena, third-party discovery request, or other third-party process directed by you to iCitySpy must issue from, or be domesticated by, the state or federal courts located within Polk County, Florida.
(b) All Claims must be exclusively and finally resolved and settled by binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. Arbitrations will be held in Lakeland, Florida, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, any claim that is not subject to arbitration shall be adjudicated by a state or federal court located within Polk County, Florida (“Court”).
(c) YOU AND ICITYSPY AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ICITYSPY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
Notwithstanding anything to the contrary in these Promotional Terms, either party may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
10. Miscellaneous
In the event of any inconsistency between the Promotional Terms and the TOS, the terms of the Promotional Terms will apply. Notices under the Promotional Terms must be in writing and sent to the parties as follows: (a) if to iCitySpy, via registered or certified mail or commercial courier to the attention of its General Counsel at P.O. Box 7602 Lakeland, FL 33807, and (b) if to you, via facsimile to any facsimile number you provide in connection with your use of the Site, via registered or certified mail or commercial courier to any physical address you provide in connection with your use of the Site, or via email to any email address you provide in connection with your use of the Site. The Promotional Terms embody the entire understanding between the parties respecting the subject matter herein, and supersede any and all prior related oral or written representations and agreements between the parties. The Promotional Terms may not be amended or modified except as mutually agreed upon in writing by the parties. The failure by either party to enforce any provision of these Promotional Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of such party to enforce such provision thereafter, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. You may not assign the Promotional Terms without iCitySpy’s prior consent. iCitySpy may freely assign or otherwise transfer its rights and obligations under these Promotional Terms, in whole or in part. If any provision of the Promotional Terms is held to be invalid or unenforceable, the parties will substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision. If such substitution is not possible, the provision will be severed from the Promotional Terms and the rest of the Promotional Terms shall remain in full force and effect. Sections 2, 7, 8, 9, and 10 of the Promotional Terms will survive any termination of the Ad Services or these Promotional Terms.
Last updated September 1, 2015