Terms of use

Welcome to www.citycarrier.com and thank You for your interest in the Web Site (as defined below), and the System (as defined below) (collectively, the “Platform”). The Platform is owned and operated by City Carrier.

We have made revisions to these Terms of Use, effective May 25th, 2018. By continuing to use our services after May 25th, you agree to the new Terms of Use. These Terms of Use contain the terms and conditions that govern all use of the Platform, the Services (as defined below) available on or through the Platform (collectively, the “City Carrier Services”).

The City Carrier Services are offered to the User subject to User’s acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the Service Providers’ Privacy Policy at www.citycarrier.com/privacy-policy), the Guidelines (as defined below) and any future modifications, and procedures that may be published from time to time on the Platform or otherwise made available to the User’s on or through the City Carrier Services (collectively, the “Terms”). When accepted by the User, these Terms form a legally binding contract between the user and the City Carrier. If Users are entering into these Terms on behalf of an entity, such as User’s employer or the company User work for, User represents that it has the legal authority to bind that entity.

The City Carrier does not provide logistics or courier services, and the City Carrier is not a logistics carrier. It is up to the third party courier or logistics provider, courier or vehicle operator (collectively, the “Service Providers”) to offer courier services which may be scheduled through use of the Platform or Service. The City Carrier offers information and a method to obtain such third party courier services, but does not and does not intend to provide courier services or act in any way as a courier, and has no responsibility or liability for any courier.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE CITY CARRIER SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN PLEASE DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE CITY CARRIER SERVICES. USERS WHO VIOLATE THESE TERMS MAY HAVE THEIR ACCESS AND USE OF THE CITY CARRIER SERVICES SUSPENDED OR TERMINATED, AT THE CITY CARRIER’S DISCRETION.

Article 1. Definitions

As used in these Terms of Use, the following terms have the following meanings (such meaning to be equally applicable to both the singular and plural form of the terms defined):

Access	the possibility to enter the System via a personal computer, mobile or other device online as made available by the City Carrier;
Account	the central means for Access and use of the City Carrier Services subject to a Fee designated in the selected Plan;
Activity	appointments, tasks, events and actions of different type (such as call, chat, route, track, or a custom type) on a calendar or map that can be associated with a Deal, a Person or an Organization;
Affiliate	means any person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified Party.
Authorization	the set of rights and privileges on the Web Site assigned to a User by CityCarrier;
CityCarrier	B2B Trade OU a private limited company established under the laws of the Republic of Estonia, having its principal place of business at Harjumaa, Rävala pst 8-810, 10143, Tallinn, Estonia, and registered in Estonian Commercial Register under code 12944864;
CityCarrier Materials	the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the City Carrier Services;
Control	means in relation to a person, where another person owns direct or indirect control (1) of the affairs of that person; or (2) over more than 50% of the total voting rights conferred by all the issued shares in the capital of that person which are ordinarily exercisable in general meeting; or (3) of the composition of the board of directors of that person.
Content	any data and information available through CityCarrier Services or contained within the structure of the System, including User’s Data, documents, pictures, images, audiovisual works, messaging, other informational materials and any comments;
Deal	a User’s ongoing, tasks, assigned to a Service Provider;
Fee	regular payment for using the activated Account;
Files	documents of any kind (images, spreadsheets, text files, etc.) that are inserted into the System by the User, and usually associated with a particular Deal and User;
Free Trial	a one-time temporary Access for the purposes of trying out the Web Site and CityCarrier Services in accordance with any selected Plan without paying a Fee for a period of determined by the CityCarrier;
Guidelines	additional guidelines or rules applicable to specific features, applications, services which may be posted from time to time on the Platform or otherwise made available on or through the CityCarrier Services;
Organization	A legal entity using the Platform;
Party, Parties	User(s) and CityCarrier, as applicable;
Person	A natural person using the Platform;
Plan	a set of criteria for calculating the Fee;
Services	The carrier services offered by the Service Providers through the Platform made available to the Users online at the Web Site;
Service Provider	Is a User is contracting as per terms and conditions of this Terms of Use with the CityCarrier to enable such User offer its services through the use of CityCarriers Platform to other Users of this Platform.
Special Terms	any particulars, specifications and conditions by which the Parties have agreed to deviate from these Terms;
System	the integrated cloud computing solution for providing the CityCarrier Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
User	a natural person granted with the Authorization to use the Account as a Service Provider or User of the Services through the Platform;
User’s Data	Files and any other digital data and information, which is subjected to the CityCarrier Services or otherwise inserted to the System by the User;
Web Site	the compilation of all web documents (including images, any programming language – and html files) made available via www.citycarrier.net or its sub domains or domains with identical names under other top domains and owned by the CityCarrier.
You or YOU	means the Service Provider or the User, as the context requires.

Article 2. Use of the Services

The Service Provider whom User of the Services is contracting depends on the domicile of the User of the Services. Service Provider determines the domicile of the User of the Services based on the country indicated in the billing address of the User.

Article 3. Conclusion and term of these Term of Use

3.1. A person may use the City Carrier Platform only upon concluding this Terms of Service with the City Carrier through the acceptance of this Terms of Use. User, who wishes to create an Account, must be:

a) at least 18 years of age, if the person is a natural person, or have valid authorization from his/her legal representative or custodian;
b) duly incorporated and have full legal capacity, if the person is a legal person.

3.2. These Use of Terms is considered to be concluded as soon as whichever of the following occurs first:

a) the person has received the confirmation of the creation of the Account and necessary credentials from the City Carrier in order to log in to his/her/its Account;
b) City Carrier is not obliged to conclude this Use of Term and creation of Account with any person and may refuse to do so at its sole discretion. Notwithstanding the foregoing, the City Carrier has the right to decline the conclusion of these Terms of Use with the User, if it has reason to believe that the person:
c) is a current or potential competitor of either Service Provider; or
b) must be denied Access or use of the City Carrier Services according to applicable law.

Article 4. Account

4.1. If You have designated a certain number of Users to your Account and granted them Authorization, it is presumed that such Users have the right of representation or other authorization to act on behalf of the User when using the Account. The City Carrier is not obliged to check or verify the right of representation or validity of Authorization of any User, but the City Carrier may ask for additional information or proof of the person’s right of representation and authorization.

4.2. A User may be associated with multiple Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

4.3. The User associated with the Account must provide the City Carrier with true, accurate, current, and complete information about the User or Account and keep it up to date.

4.4. The City Carrier shall provide the Client with the following credentials in order to log in to its Account: (1) username and (2) password. These login credentials must not be used by multiple persons. If the User has designated several persons to use its Account, each User is provided with separate credentials. The City Carrier is responsible for keeping confidential all login credentials associated with the Account, so that they would not become known or available to any third persons for unauthorized uses.

4.5. The User must promptly notify the City Carrier:

a) of any disclosure, loss or unauthorized use of the login credentials;
b) if (i) a person using the Platform on behalf of the User has left the User’s organization, (ii) the role of the person using the Platform on behalf of the User in the User’s organization has changed or (iii) if there are other reasons due to which a User does not have the right to use the Account.

4.6. If the User has requested to terminate this Terms of Use or otherwise close or delete the Account, then City Carrier shall permanently delete the Account, including permanently delete all User’s Data therein, as soon as reasonably practicable after two (2) weeks but no later than within twelve (12) months as of receipt of such request.

Article 5. Plans

5.1. The use of Account is subject to a Fee. Upon sign-up for the Account, a suitable Plan must be selected in order to set the rate of the Fee. The rate of the Fee is different for each Plan.

5.2. The Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between Parties.

5.3. All Fees are non-refundable, i.e. there are no refunds or credits available for periods where the User did not use an activated Account, used it only partially, replaced the current Plan with a new Plan or deactivated the Account.

5.4. All Fees are exclusive of all taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in this Terms of Use. Payment of such taxes, levies or duties is the responsibility of the User. Such taxes, levies or duties may be added into the top of the Fees and presented to the User for payment.

5.5. Any User has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the City Carrier. In such an event, the User’s credit card on file with the City Carrier will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

5.6. Downgrading of the current Plan may cause the loss of features or capacity of the Account.

5.7. Each new User is entitled to a Free Trial, unless the User has applied for the Account as a result of an ongoing marketing campaign organized by the City Carrier and/or in co-operation with its partners. If not otherwise specified by the City Carrier, the default Plan for the Free Trial shall be the Plan with the lowest rate of Fee. The User is not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the User is required to select a suitable Plan and pay the first Fee. If the User does not pay the first Fee within two (2) weeks as of the expiry of the Free Trial, the City Carrier have the right to permanently delete the Account, including all User’s Data therein.

5.8. In addition to the current collection of Plans, the City Carrier may may offer special discounts and motivation schemes (for example finder’s fees etc.).

Payment

6.1. City Carrier may seek pre-authorization of User’s credit card account prior to User’s use of City Carrier Platform in order to verify that the credit card is valid and has the necessary funds or credit available to cover User’s use of City Carrier Platform. User authorize such credit card account to pay any amounts described herein, and authorize the City Carrier to charge all sums described in these Terms of Use to such credit card account. User agree to provide the City Carrier with updated information regarding User’s credit card account upon the City Carrier’s request and any time the information earlier provided is no longer valid.

6.2. Before the end of each payment interval, User is issued an electronic invoice for payment of the Fee of the next payment interval. User must pay the invoice by the due date indicated on the invoice.

6.3. Upon delay with any payments, the City Carrier may require the User to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due to the City Carrier, shall be the interest rate specified in § 113 of the Law of Obligations Act of Estonia. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.

6.4. B2B Trade OU uses Gate2Payments.dk as a payment service provider, which is approved to encrypt all card information with SSL (Secure Socket Layer) protocol.

User’s Data

7.1. If the User adds User’s Data to the Platform, such User’s Data and any kind of processing of such User’s Data must be in compliance with these Terms of Use, best practices at the Web Site, applicable law and General Data Protection Regulations.

7.2. All rights, title and interest in and to the User’s Data belong to the User or third persons (including Persons and Organizations).

7.3. User must assure that:

a) the User and any of the persons associated with the Account do not create, transmit, display or make otherwise available any User’s Data that violates the rights of City Carrier, other Users, Persons or Organizations or is harmful (for example viruses, worms and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful;
b) All of the Users associated with the Account have the necessary rights to use the User’s Data, including to insert it into the Platform and process it by means of the Account;
c) The City Carrier is allowed to further process the User’s Data, acting as an authorized processor of User’s Data on behalf of the User for the purposes of performing under these Terms of Use.

7.4. User retain all the User ownership rights in the User’s Data, whether posted and/or uploaded by the User or made available on or through the City Carrier Services by the City Carrier. The City Carrier do not guarantee any accuracy or confidentiality with respect to any information contained in any User’s Data, and strongly recommend that User think carefully about what User transmit, submit or post to or through the City Carrier Platform. User understand that all information contained in User Data is the sole responsibility the User or of the person from whom such User Data originated. This means that User, and not the City Carrier, are entirely responsible for all User Data that User upload, post, transmit, or otherwise make available through the City Carrier, as well as for any actions taken by the City Carrier or other Users as a result of such User Data.

7.5. City Carrier does not make any representations that it will publish or make any User Data available on or through the City Carrier, and reserves the right (but has no obligation), in its sole discretion, to refuse to allow any User Data on the Platform, or to edit or remove any User Data at any time with or without notice.

7.6. You understand that when using the Platform, You may be exposed to other User Data from a variety of sources and that neither City Carrier endorses, nor is responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Data. User understand that the City Carrier cannot, and does not, review all User’s Data and do not endorse any User’s Data. User further understand and acknowledge that User may be exposed to other User’s Data that is inaccurate, misleading, offensive, indecent, or objectionable. User agree to waive, and hereby do waive, any legal or equitable rights or remedies User have or may have against the City Carrier with respect thereto. City Carrier is not obliged, in its own initiative, to pre-screen, monitor or filter any User’s Data or acts of its processing by the User in order to discover any unlawful nature therein. However, if such unlawful User Data or the action of its unlawful processing is discovered or brought to the attention of City Carrier or if there is reason to believe that certain User’s Data is unlawful, City Carrier has the right to:

a) notify the User of such unlawful User’s Data;
b) deny its publication on the Web Site or its insertion to the System;
c) demand that the User brought the unlawful User’s Data into compliance with this terms of Use, best practices at the Web Site or applicable law;
d) temporarily or permanently remove the unlawful User’s Data from the Web Site or Account, restrict access to it or delete it.

7.7. If City Carrier is presented convincing evidence that the User’s Data is not unlawful, City Carrier may, at its sole discretion, restore such User’s Data, which was removed from the Web Site or Account or access to which was restricted.

7.8. Downgrading of the current Plan may cause the loss of User’s Data.

7.9. We ensure the protection of Personal Data about User’s customer when they are processes by Users of our Service, by contractual agreement between us and Users of our Service.

Services

8.1. By using the Services in the Platform of City Carrier, the User of the Services can:

a) collect, store and organize User’s Data, such as add new persons and organizations, create tasks, and monitor their evolvement through the dashboard; add new Users and grant them Authorizations;
b) modify and delete User’s Data;
c) customize the standard features of the Services;
d) receive reasonable help and guidance from the in the Platform regarding the use of the Services.

8.2. The City Carrier in the Platform may specify rules for the use of the City Carrier Services or any part or element thereof, which shall be considered an inseparable part of these Terms.

8.3. The City Carrier shall provide reasonable technical support to Users at the reasonable request of the User. The City Carrier shall respond to enquiries of support from a User utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Users without an Account may be less expedient, or may not occur at all. The contacts for all enquiries of support are:

a) e-mail: support@citycarrier.com;
b) instant messaging and voice over internet protocol on Skype: City Carrier
c) built-in notification application on the Web Page.
Restrictions

9.1. The Service provided in the Platform of City Carrier, any part or element thereof is allowed to be used only in the scope, with the means and for purposes, which their functionality has been created for and made available to the Users. Any such use must be done in compliance with this Terms of Use, best practices at the Web Site and applicable law. For avoidance of doubt, this means that the User must not:

a) use the Services or any part or element thereof for committing a crime, conducting some other breach of applicable law or for calling up for others to carry out such illegal actions;
b) copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Services or any part or element thereof nor otherwise attempt to extract the source code thereof, unless it is expressly allowed under applicable law, and to the extent that the City Carrier is not permitted by that applicable law to exclude or limit the foregoing rights;
c) use the Services or any part or element thereof in the scope, which it does not agree to these Terms of Use.
2.The User must ask for the City Carrier’s or Service Provider’s prior express consent at least in a format which can be reproduced in writing (e-mail, fax, Skype etc), if he/she/it wishes to:
a) sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Services available in whole or in part to any third persons;
b) use the Services or any part or element thereof in a scope, with means or for purposes other than those, which their functionality was created for;
c) use the Services or any part or element thereof by means of programs, which send them automatic enquiries or requests, unless such program has been made available by the City Carrier;
d) create interfaces between the Services or any part or element thereof from one side and any third party systems from the other side, unless the User creates such interface for its own systems.
Privacy.

City Carrier takes the privacy of its Users very seriously. The City Carrier’ Privacy Policy at www.citycarrier.com/privacy is hereby incorporated into these Terms of Use by reference. Please read the Privacy Policy carefully for information relating to City Carrier’s collection, use, and disclosure of User’s personal information.

Intellectual property rights

11.1. The City Carrier Platform, including without limitation, the Web Site, System, Content (except the Services and User’s Data) and any parts or elements thereof are solely and exclusively owned and operated by the City Carrier and their third party vendors and hosting partners. City Carrier Materials are protected by European copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User’s Data or other content owned and/or posted by User, all City Carrier Materials are the copyrighted property of the City Carrier, their Affiliates and/or third party licensors. Furthermore, all trademarks, service marks, and trade names contained in the City Carrier Materials are proprietary to the City Carrier, their Affiliates and/or third-party licensors. User use of the City Carrier Platform does not grant to User ownership of any content, code, data or any part of the City Carrier Materials You may access on or through the Platform. Any commercial or promotional distribution, publishing or exploitation of the City Carrier Materials is strictly prohibited unless You have received the express prior written permission from the City Carrier or the otherwise applicable rights holder. The City Carrier reserve all rights to the City Carrier Materials not expressly granted in this Terms of Use.

11.2. All Content (except User’s Data) is owned or controlled by the City Carrier, its Affiliate or its licensors, and is protected by copyright and other intellectual property laws. Subject to the foregoing, the City Carrier authorizes User to download a single copy of any part of the Content solely for User’s personal, non-commercial use if User retains all copyright and proprietary notices that are contained in such part of the Content. User is expressly acknowledges that User do not acquire any ownership rights by downloading any copyrighted material from or through the Platform. User shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the City Carrier Platform or as otherwise permitted by applicable law.

11.3. User retains all User ownership rights in original aspects of its User’s Data. By submitting User’s Data to the City Carrier through the City Carrier Plafrom, User hereby grant the City Carrier and their Affiliates, sublicenses, partners, designees, and assignees of the City Carrier a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit User’s personal User’s Data and derivatives thereof for any purpose whatsoever in connection with the City Carrier Platfrorm and the City Carriers (and its successors’) business, including, without limitation, for providing User with the Services You have chosen consistent with the intended features of the Services available in the City Carrier’s Platform and for marketing, promoting, and/or redistributing part or all of Services (and derivative works thereof) in any media formats and through any websites, social media networks or media channels now known or hereafter discovered or developed.

11.4. You are solely responsible for your own User Data and the consequences of posting or publishing them. In connection with User Data, You affirm, represent, and warrant that: (i) You either own your User Data or have the necessary licenses, rights, consents, and permissions to use and authorize the City Carrier to display or otherwise use your User’s Data under all patent, trademark, copyright, or other proprietary rights in and to your User Data in a manner consistent with the intended features of the City Carrier Platform and these Use of Terms, and to grant the rights and license set forth in Article 11.3, and (ii) your User Data, the Service Providers or any City Carrier Licensee’s use of such User’s Data pursuant to these Terms of Use, and the City Carrier or any City Carrier Licensee’s exercise of the license rights set forth in Article 11.3, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation;

11.5. If You provide City Carrier with any comments, bug reports, feedback, or modifications proposed or suggested by You for the City Carrier Platform (herein “Feedback”), the City Carrier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the City Carrier Platform. You hereby grant the City Carrier a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.

11.6. The User warrants that will not infringe any patent, copyright or other intellectual property right and the User shall, both during the validity term of this Terms of Use and after its termination shall defend, indemnify and hold the City Carrier harmless from and against all loss, damage and expense arising from any claim for infringement of a patent, copyright or any other intellectual property right in existence or to be granted on an application published prior to the effective date or the date of suspension, termination for breach, termination of convenience or discontinuation of the present Terms of Use.

11.7. Except as otherwise agreed to in writing by the City Carrier, the City Carrier shall not have any obligation or liability with respect to or arising out of the City Carrier’s receipt, use or disclosure of, any and all un-patented inventions, technical information, know-how, data, documents, drawings, prototypes and models which are at any time disclosed or furnished to the City Carrier by or on behalf of the User in connection with these Terms of Use and the City Carrier shall be responsible for such receipt, use or disclosure to the City Carrier, and shall be responsible for such other infringements/violations, if any, of any such rights of any third party or otherwise.

Third-Party Sites and Services

The City Carrier Platform may include links to other websites or services (“Linked Sites”) solely as a convenience to Users. The City Carrier do not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, the City Carrier makes no express or implied warranties with regard to the information, material, products, or Services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Terms of these Terms of Use

13.1. The City Carrier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes from time to time on the Platform or otherwise making them available to Users on or through the City Carrier Services. Please check these Terms and Guidelines periodically for changes. User continued use of the City Carrier Services after such changes have been published on or through the Platform constitutes User’s binding acceptance of such changes. For any material modifications to the Terms or in the event that such modifications materially alter User’s rights or obligations hereunder, such amended Terms will automatically be effective upon the earlier of (i) User’s continued use of the City Carrier Services with actual knowledge of such modifications, or (ii) thirty (30) days from publication of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between User and a City Carrier will be governed by the Terms of Service in effect at the time such dispute arose.

13.2. The original language of these Terms is English. The City Carrier may make available the translations of these Terms in certain other languages at its sole discretion. In case of conflicts between the original English version and the translations into other languages, the English version shall prevail.

13.3. Each person interested in concluding this Terms of Use with the City Carrier must carefully read these Terms and accept them. If a person does not agree to any of these Terms of Use, the City Carrier is unwilling to provide Access and City Carrier using of Platform to that person and, as a result, that person must not order, receive, copy, execute, display, store or otherwise access or use all or any portion of the City Carrier Services and must stop such activities.

13.4. The consent to these Terms of Use is granted as follows:

a) when the person has marked in the sign-up form on the Web Site that he/she/it agrees with these Terms and clicks “Sign up”, “Create account”, “Submit”, “Confirm” or other similar button, thus expressing his/her/its will to create an Account on the Web Site;
b) when the person continues to use the City Carrier Services after these Terms have been changed.

13.5. When using the City Carrier Services, User will be subject to Guidelines. All such Guidelines are hereby incorporated by reference into these Terms.

13.6. Any new features, functions, enhancements and developments in the City Carrier Services, including the release of new tools and resources, shall be subject to these Terms of Use.

Disclaimers; No Warranty

14.1. UNLESS OTHERWISE EXPRESSLY STATED BY THE CITY CARRIER, THE CITY CARRIER PLATFORM AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CITY CARRIER PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE CITY CARRIER AND THEIR AFFILLIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

14.2. UNLESS OTHERWISE EXPRESSLY STATED BY THE CITY CARRIER, THE CITY CARRIER AND THEIR AFFILIATES DO NOT WARRANT THAT THE CITY CARRIER PLATFORM AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CITY CARRIER PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CITY CARRIER PLATFROM AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CITY CARRIER PLATFORM OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14.3. UNLESS OTHERWISE EXPRESSLY STATED BY THE CITY CARRIER, THE CITY CARRIER AND THEIR AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SERVICES AVAILABLE THROUGH THE PLATFORM, OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

Indemnification

You agree to indemnify and hold harmless the City Carrier and their Affiliates from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the City CarrierPlatform, representations made to the Users and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The City Carrier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which You are required to indemnifyCity Carrier, and You agree to cooperate with such defense of these claims.

Modifications of the Platform

16.1. The City Carrieris constantly innovating and improving the City CarrierPlatform.

16.2. The City Carrier reserves the right to modify the City Carrier Platform or any part or element thereof from time to time without prior notice. For avoidance of doubt, City Carrier may:

a) rebrand the City Carrier Platform at its sole discretion;
b) stop providing or discontinue to develop any particular Services available on the Platform or part or element of the Platform temporarily or permanently;
c) take such action as is necessary to preserve the good name of City Carrierat its sole discretion upon any use of the City Carrier Platform that may be reasonably interpreted as violation of City Carrier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses and other destructive activities or illegal activity.

16.3. The City Carrier reserves the right to modify certain parts or elements of the City Carrier Platform from time to time by notifying the User beforehand. The notification of the modifications is displayed on the Web Site when logging into the Account. The prior notification period for modifying the Plans and the rates of Fees contained therein, shall be thirty (30) days before the effective date of such modification.

16.4. If the User does not accept the modification, then the User shall notify City Carrier before the effective date of the modification, and this Terms of Use will terminate on the effective date of the modification. The User’s continued use of the City Carrier Platform and Services, or any part or element thereof, after effective date of modifications shall indicate its consent to the modifications.

16.5. City Carrier shall not be liable to the User or to any third person for any modification, suspension or discontinuance of the City Carrier Platform, or any part or element thereof.

Termination of these Terms of Use

17.1. These Terms of Use may be terminated for convenience:

a) by the User any time by clicking the no-questions-asked cancellation link on the Web Site, when logged into the Account;
b) by the User any time by not paying the Fee;
c) immediately by the City Carrier upon circumstances provided in Article 18.2;
d) by the City Carrier upon decision to close the Platform; or
e) immediately by either Party, if proceedings are initiated for the other Party’s liquidation or insolvency or a negotiated settlement with the other Party’s creditors is concluded or an assignment is made on behalf of the other Party for the benefit of creditors. If the Party goes into amalgamation, reconstruction, administration, dissolution, liquidation, merger or consolidation and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets.

17.2. These Terms of Use may be terminated for default:

a) by the City Carrier in case of breach of the Terms of Use by the other Party, if the infringement has not been stopped or removed during thirty (30) calendar days after receipt of a notice from the aggrieved Party asking to do so; or
b) immediately by either Party if the other Party breaches its obligations, as applicable under Articles 11 and 15 of these Terms of Use.

17.3. Upon termination of the Agreement, the City Carrier must:

a) deactivate and permanently delete the Account, including all User’s Data therein, as soon as reasonably practicable within twelve (12) months as of termination of these Terms of Use. If the User has specifically requested for an earlier deletion of the Account, the City Carrier shall fulfill such request within one (1) month as of its receipt of such request;
b) continue discharging its duties, if applicable under Article 11.

17.4. Upon termination of these Terms of Use, the User must:

a) stop using and prevent the further usage of the City Carrier Platform and Services;
b) pay any amounts owed to the City Carrier under these Terms of Use;
c) discharge any liability incurred by the User under these Terms of Use prior to termination of the Terms of Use; and
d) continue discharging its duties under Articles 11 and 15.
City Carrier’s Remedies

18.1. Upon breach of the terms of these Terms of Use by a User, the City Carrier has the right to (1) set a term to the User for ending or curing the breach and (2) temporarily:

a) restrict the rights of use of the City Carrier Platform or any other part or element of the Services;
b) block the Account;
c) restrict Access of the User, including blocking any traffic from their IP address.

If the User does not end or cure the breach within the term set by the City Carrier, the breach is considered to be a material breach.

18.2. Upon material breach of these terms of Use by a User, the City Carrier has the right to permanently:

a) deny Access to the User from any source, by any means of for any purposes, including from a specific IP-address;
b) delete the Account, including all User Data therein;
c) terminate these Terms of Use promptly.

18.3. The City Carrier is entitled to use the same or similar remedies against any other persons who use theCity Carrier Platform in conflict with these Terms of Use.

18.4. Notwithstanding the foregoing, the City Carrier may also apply any other remedies available to it under the applicable law.

18.5. Upon application of any remedies, the User may lose Access or suffer a loss of certain features, functions, parts or elements of the City Carrier Platform.

18.6. If the City Carrier has reasonable grounds to believe that the User’s use of the City Carrier Platform, including the Account may harm any third persons, the City Carrier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons. However, theCity Carrier does not have any obligation to undertake any measures and have no obligation for not taking such measures or for the results of such measures.

Limitation of liability

19.1. City Carrier shall not be liable to the User for any consequences resulting from:

a) any modifications in these Terms of Use, Plans and rates of Fees, the City Carrier Platform or any part or element thereof (including but not limited to Account), including any permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the City Carrier Platform;
b) deletion of, corruption of, or failure to store any User’s Data;
c) use of User’s Data by the any of the User associated with the Account;
d) upgrading or downgrading the current Plan;
e) any disclosure, loss or unauthorized use of the login credentials due to User’s failure to keep them confidential;
f) The User’s use of the Account or the City Carrier Platform by means of browsers other than those accepted or supported by the City Carrier;
g) the application of any remedies against the User by the City Carrier, for example if the User has committed a crime or conducted a breach of applicable law by using the City Carrier Services or any part or element thereof;
h) the differences between technologies and platforms used for Access, for example if certain features, functions, parts or elements of the City Carrier Platform are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
i) the City Carrier’s application of the remedies described in Article 18, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

19.2. City Carrier shall not be liable to the User for any claim by any other User, Person, Organization or third persons against the User arising out of the User’s failure to:

a) provide the City Carrier with accurate information about Users or Account;
b) notify the City Carrier of any reasons due to which a User does not have the right to use the Account on behalf of the other User;
c) provide any Services which it has agreed to provide to such a Person or Organization (whether such failure arises as a result of City Carrier’s negligence, breach if these terms of Use or otherwise);
d) assure the lawfulness of the User’s Data;
e) assure the necessary rights to use the User’s Data; or
f) abide by any of the restrictions described in Article 9;

19.3. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL EITHER CITY CARRIER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE USE OF THE CITY CARRIER PLATFORM, INCLUDING THOSE THAT RESULT FROM THE USE OR THE INABILITY TO USE THE CITY CARRIER PLATFORM OR SERVICES OR ANY LINKED SITES, THE MATERIALS, OR ANY OTHER INTERACTIONS WITH CITY CARRIER, EVEN IF CITY CARRIER OR AN AUTHORIZED REPRESENTATIVE OF THE CITY CARRIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The City Carrier’s liability in contract, tort, negligence, product liability or otherwise however arising out of or in connection with the performance of their obligations under these Terms of Use for all events or series of connected events occurring in any year of the term of these Terms of Use, shall not exceed in the aggregate one hundred percent (100%) of the Fees paid by the User for the use of Account pursuant to these Terms of Use during six (6) months prior to the event giving rise to liability.

19.4. No Party shall be liable to any other for any failure or delay in the performance of its obligations hereunder as a result of any cause beyond its reasonable control, including but not limited to default or failure of a third party (including telecommunications operators, Users, installers or maintainers), war, riot, civil common strike, lockout or other industrial action, act of God, storm, fire, earthquake, explosion, flood, electrical failure, confiscation and action or threat of action of any government or government agency provided that it endeavors to minimize the effect of the force majeure event on its performance of its obligations. If such delay or failure continues for more than ninety (90) days, the non-affected Party(ies) shall be entitled to terminate these terms of Use forthwith by notice in writing to the other Party provided that all sums due by the User for any use of Platform supplied prior to the date of termination shall remain payable in accordance with these terms of Use.

19.5. THESE LIMITATIONS OF LIABILITY AND DAMAGES ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY THE USER BY REASON OF ANY SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN THE CITY CARRIER AND RECEIVED THROUGH THE PLATFORM OR RECEIVED THROUGH ANY LINKED SITES.

19.6. YOU ACKNOWLEDGE AND AGREE THAT THE CITY CARRIER HAVE OFFERED THE CITY CARRIER PLATFORM, SET THE PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE SERVICE PROVIDERS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE USERS AND THE CITY CARRIER. THE CITY CARRIER WOULD NOT BE ABLE TO PROVIDE THE CITY CARRIER PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

Governing law, Jurisdiction and Dispute Resolution.

20.1. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms of Use.

20.2. Any questions relating to these Terms of Use which are not expressly or implicitly settled by the provisions contained in this Terms of Use shall be governed by and construed in accordance with these Terms of Use (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to any principles of conflicts of law.

20.3. A Party who intends to seek a trial must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required) (herein “Notice”) to City Carriers’s address for Notice is set forth in the table in Article 1 hereof. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. User of the Services and the Service Providers agree to use good faith efforts to resolve the claim directly, but if no such resolution is reached within thirty (30) days after the Notice is received, User of the Services or either Service Provider may commence a trail proceeding. The Parties hereto agree that any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be shall be referred to and settled by the appropriate courts of the Republic of Estonia.

General Conditions

21.1. Relationship of the Parties. Parties will act solely as independent contractors. These Terms of Use shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the City Carrier and either User, and the User shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These terms of Use is not for the benefit of any third parties.

21.2. Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

21.3. Assignment. User may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Terms of Use or delegate any of its rights and/or obligations under this Terms of Use without the City Carrier’s written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the User, or its permitted successive assignees or transferees, may assign or transfer these Terms of Use or delegate any rights or obligations hereunder without consent: in connection with a merger, reorganization, transfer, sale of assets or product, service lines, or change of control or ownership of the User, or its permitted successive assignees or transferees.

21.4. No waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these terms of Use shall not be deemed a waiver of future enforcement of that or any other provision or right.