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The following terms and conditions in this Section I are applicable to both Organizations and Authorized Users, each as defined below. Sections II and III contain terms applicable to Organizations and terms applicable to Authorized Users, respectively. The terms and conditions in Sections II and III are part of this Terms of Service and will apply to Authorized Users or Organizations, as applicable, and are in addition to and not in lieu of the terms and conditions contained in Section I. These Terms of Service must be accepted by an official within the Government agency, or not-for-profit organization that is authorized to bind organization/agency prior to any use of the Service by any Authorized User.
The Services are available only to government entities, legally incorporated, not-for-profit entities, including educational institutions, and other established community organizations recognized as such by the applicable city or county, that have satisfied our authentication criteria (“Organizations”); and may only be used by individuals designated by such Organizations (“Authorized Users”). Collectively, Organizations and Authorized Users shall be referred to as “You” or “you.” The Services are offered to more than one Organization; accordingly, these Terms of Service are non-exclusive, and nothing in these Terms of Service will be construed to prevent us from allowing other Organizations or third parties selected by us to use the Services.
The Nixle services (the “Services”) are offered through this web site (the “Web Site”) by Nixle, (“we” or “us”). The Services include any offerings on this Web Site or any web site affiliated with Nixle. The Services are intended to facilitate organizations’ ability to publish and send messages (“Communications”) to individuals (“Recipients”) by SMS text messge, email, and online (“The Municipal Wire” located at www.nixle.com.)
All text, software (including source and object codes), visual, oral or other digital material, photographs, information, data, graphics and all other content of any description included in the Services, excluding information included in the definition of “your information” in the “Grant of License” section (collectively, the “Content”), and all copyrights, trade marks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Services and the Content (collectively, the “Intellectual Property”) are owned by us, or by our licensors, and are protected by copyrights, trademarks, service marks, international treaties or other proprietary rights and laws of the United States of America (“U.S.”). The Services and the Content are also protected as a collective work of Nixle, LLC or compilation under U.S. copyright and other laws and treaties. No Content or Intellectual Property may be copied, modified, published, broadcast, or otherwise distributed without our prior written permission.
You may only use the Content, the Services, or the Intellectual Property as expressly permitted by these Terms of Service and for no other purposes. Any reproduction permitted under this Terms of Service must contain the following notice: “Copyright Nixle, LLC - All rights reserved.”
Except as expressly provided in these Terms of Service, nothing contained herein shall be construed as conferring upon you any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, laws or treaties. Furthermore, you may not use any of our trademarks; trade names or service marks in any manner that creates the impression that such names and marks belong to, or are associated with, you or are used with our consent, and you acknowledge that you have no ownership rights in and to any of these names and marks. All present and future rights in, and title to, the Services (including database rights and the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to us for our exclusive use.
You grant us a nonexclusive, royalty-free, world-wide and perpetual right and license to (i) copy, display, disseminate, publish, translate, reformat derivative works from any Communication and anything that you publish or post by SMS, email, on the Web Site; or by using the Service (“your information”); (ii) display (in the broadest sense of the word) your information as we may determine in our sole discretion; (iv) disclose your information subject to the terms of the Privacy Policy, as we may update it from time to time, and (v) use your trademarks or other logos, trade names or service marks solely as part of our marketing efforts for the Service, and as part of any Communications to Recipients who have registered to receive them and any other web sites or online services where we display Communications from your organization.
As a authorized user of Nixle, you are granted a personal, nonexclusive, nontransferable, non-assignable, revocable, limited license to access and use the Web Site, Services and Content for Authorized Use only and not for commercial purposes. “Authorized Use” means your use for non-profit or informational purposes, but DOES NOT include (a) using the Content, or parts of the Content, to create your own database for the purposes of communicating with Recipients without using the Nixle Services, (c) using the Services, Content, or parts of the Content, for for-profit gain for any party, individual or entity, or (d) the posting, publication, transmission, or dissemination of the Content, or parts of the Content, in digital or electronic form by means of the World Wide Web, electronic mail, any online services, or any other medium now existing or hereafter developed. Otherwise, you may not duplicate, transmit, redistribute or publish the Content, or parts of the Content. You may not use any network monitoring or discovery software to extract information about usage or Authorized Users of the Services. You may not use any robot, spider, other automatic device or manual process to monitor or copy the Content. Any violation of the foregoing provisions constitutes unauthorized use and may result in immediate suspension or termination of the Services, as well as civil or criminal liability.
Links to all third-party Web Sites are provided solely as a convenience to you and not as an endorsement by us or by the operator of this Web Site of the third party or of the content contained on the third-party Web Site. We do not monitor third-party Web Sites. We do not assume any responsibility for the content of linked third-party Web Sites or make any representation regarding the accuracy of materials on such third-party Web Sites. If you choose to access a linked third-party Web Site, you do so at your own risk.
You agree to comply with any rules of operation and security procedures for the Services established by us from time to time. You agree that you will not attempt to gain or allow access to any data, files or programs to which you are not entitled under these Terms of Service, and that if such access is obtained you will immediately inform us and return such materials to us. You agree to notify us immediately upon any suspension or termination of an Authorized User ability to use the Services.
If you decide to add media@nixle.com (optional) to your media email distribution list, you agree to allow Nixle to directly publish any media release you send to us under your name. Nixle reserves the right to send the communication by text message, email, or over the web. Nixle will always use best judgment in determining whether the release should be put to out to recipients as an alert, advisory, community, or traffic notification. Nixle will also limit the editing of any release it receives. Editing of any release will be limited to fit the format of the Nixle publication tools, including the 117character SMS/Headline message. You also agree that the same terms and conditions apply if you choose to have Nixle remotely publish any information on your behalf.
Either party may terminate these Terms of Service for convenience on thirty (30) days written notice to the other party. Once you provide written notice of your intent to terminate, (a) You should refrain from accessing or otherwise using the Web Site and Services; and (b) we may deny you access to the Web Site and Services after such notice period concludes. In addition to our right to terminate for convenience, we may terminate your access to the Web Site and Services immediately in the event of your breach of these Terms of Service.
THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS " BASIS. WE, OUR SERVICE PROVIDERS AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY OR INTEGRATION.
NEITHER WE NOR OUR LICENSORS make any representation, warranty or guarantee (1) regarding the reliability, usefulness, adequacy, suitability, completeness, timeliness, or validity of the Services or the Content, Nor (2) that the web site or the site that hosts the web site are free from ANY COMPUTER VIRUSES, "WORMS" OR "TROJAN HORSES," ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE SERVICES OR THE CONTENT BY ANY PERSON, GROUP OR ORGANIZATION. Neither we, OUR SERVICE PROVIDERS nor our licensors are responsible for the content of any information, communication, or material developed, posted, or uploaded by a third party. NEITHER WE NOR OUR LICENSORS control such information, communication or material, OR have any responsibility to you or any other party for the content of any information, communication, or material on this Web Site, including but not limited to errors or omissions.
We provide the public communication service “The Municipal Wire” as a civic service to the public at no cost to you, or your recipients. Nixle warrants that the “Municipal Wire” service will always be at available to you and your recipients at no cost. The Services are solely for the purposes of allowing Authorized government and not-for-profit users to send public communications to Recipients. The inclusion of any entity, including without limitation, organizations or person, including without limitation an Authorized User, in the Services or the Content does not constitute a representation, warranty, or endorsement with respect to the competence, suitability, or reliability of such organization or person by us.
Except to the extent prohibited by relevant law or regulation, you agree that you will indemnify, defend and hold us harmless from any and all claims or suits (including, without limitation, reasonable legal fees and expenses) that arise out of your breach of these Terms of Service.
NEITHER WE NOR ANY OF OUR SERVICE PROVIDERS, OR LICENSORS SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES OR CONTENT. WE, OUR SERVICE PROVIDERS AND OUR LICENSORS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES), RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, (A) ANY THIRD PARTY WEB SITES, SERVICES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE SERVICES); (B) THE TERMINATION OF YOUR ACCESS TO THE SERVICES; (C) ANY ERRORS IN, OR OMISSIONS FROM, THE CONTENT (INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS); (D) THE COMPLETE OR PARTIAL UNAVAILABILITY OF THE SERVICES OR THE CONTENT; (E) YOUR USE OF, OR INABILITY TO USE, THE SERVICES; (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES; (G) ANY COMPUTER VIRUSES, "WORMS" OR "TROJAN HORSES," ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE SERVICES OR THE CONTENT BY ANY PERSON, GROUP OR ORGANIZATION; OR (H) ANY ACTIONS TAKEN OR OMISSIONS MADE BY ANY AUTHORIZED USER OR RECIPIENT, INCLUDING, WITHOUT LIMITATION, ANY ACTIONS TAKEN OR OMISSIONS MADE BY ANY AUTHORIZED USER OR RECIPIENT AS A DIRECT OR INDIRECT RESULT OF THE SERVICE.
The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortuous or unlawful conduct.
We are concerned about the integrity of the Web Site when it is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Therefore, we prohibit caching, unauthorized hypertext links to any page of the Web Site other than the home page (generally known as “deep linking”), and framing. We reserve the right to disable any unauthorized links or frames and specifically disclaim any responsibility for the content available on any other Internet sites linked to the Web Site. Access to any other Internet sites linked to the Web Site is at the User or Organization’s own risk.
We reserve the right to allow third parties to provide any necessary services to us and/or to Authorized Users to enable us to provide the Services.
When you use the Web Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically or by text message. We will communicate with you by e-mail or by posting notices on the Web Site/s. These communications are intended to advise you of new functionality, new services, and or other important information pertaining to your use of the service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
We reserve the right to seek any and all remedies available at law, in equity or otherwise for violations of these Terms of Service, including, but not limited to, the right to block access to the Services from a particular Internet address.
These Terms of Service are governed by, and construed in accordance with, the laws of the United States without giving effect to its conflicts-of-law principles. You agree to submit to the personal jurisdiction of the courts located where your agency/organization is incorporated, with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of these Terms of Service.
The definition of the term “Service” in this Agreement includes the Web Site, the Communications functionality and the Content.
These Terms of Service constitute the entire agreement with respect to your access to, and use of, the Services. If any provision of these Terms of Service is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
We reserve the right to change these Terms of Service at any time. Any changes to these Terms of Service are effective immediately. You are responsible for regularly reviewing these Terms of Service. Continued use of the Service after any such changes constitutes your consent to such changes.
The section headings in these Terms of Service are used solely for convenience and have no legal or contractual significance.
Notwithstanding any other provisions of these Terms of Service or any general legal principles to the contrary, any provision of these Terms of Service that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Service.
Nixle reserves the right to make changes to the Web Site/s, related policies and agreements, this TOS and the Privacy Policy at any time. If we make a material modification to this TOS or the Privacy Policy, we will notify you by: (i) sending an e-mail to the address associated with your account. We are not responsible for your failure to receive an email due to the actions of your ISP or any e-mail filtering service; therefore, you should add nixle.com to the list of domains approved to send you e-mail (commonly known as your “whitelist”); and (ii) displaying a prominent announcement above the text of this TOS or the Privacy Policy, as appropriate, for thirty (30) days, with (i) and (ii) being deemed sufficient notification, of such changes.
After notice of a modification to the TOS or the Privacy Policy has been changed for 30 day, and you have not visited the Web Site for more than 30 days, you should check for any modifications to the TOS or Privacy Policy prior to any further use of the Site. If you choose to continue using the Web Site and the Services, you agree that by doing so you will be deemed to accept the new TOS or Privacy Policy, as relevant.
Your registration constitutes an application for your organization to use the Nixle Service. After you request enrollment as an “authorized municipal wire user” we will review your application to confirm your eligibility to use the Services. We reserve the right to refuse service to anyone, including any particular individual designated as an authorized user, for any reason at any time. When you enroll to use the service, you agree to provide us with accurate, complete information. It is your responsibility to inform us of any changes to such information. You will create a user ID and password to access the services, and each individual you designate as an authorized user will create a distinct user ID and password. You are responsible for all use of the services by anyone accessing the services through your user ID password, or any of your organization’s authorized users’ passwords, and you will defend, indemnify and hold us harmless from and against any and all claims, liabilities or expenses arising out of any such use of the Services. If you become aware of any unauthorized use of an account, you will notify us immediately.
You are solely responsible for the content of any Communications sent from any Authorized Users granted access to the Services through your Organization and your information and you warrant that you have all legal rights and licenses necessary for you to grant us a license to your information. In connection with the Services and Content, you will not: (a) act in an unwanted, threatening, harassing, abusive or offensive manner toward any Authorized User or Recipient; (b) use any the Services for political, commercial or advertising purposes; (c) harm or exploit minors in any way, which includes requesting personal or other information; (d) post, submit or otherwise do anything with the Services, Content, or Web Site that is unlawful, harmful, tortious, defamatory, profane, obscene, libelous, or hateful to the average user; (e) act in a racially, ethnically, or otherwise objectionable manner; (f) collect or store personal data of any other user; (g) post or reference indecent or pornographic materials (whether in visual, textual, or audio format); (h) discuss, incite or otherwise solicit illegal activity; (i) violate or infringe upon the confidentiality, or proprietary or other rights, of any individual or third party, (j) send any communications to any user for any purpose other than Personal Use; or (k) transmit fraudulent, deceptive, or misleading communications or intercept or attempt to intercept email or other private communications not intended for you. In addition, by posting your information to the Web Site, you represent that you have all necessary rights in and to your information, and that your information will not infringe on any personal or proprietary rights of any third parties.
You agree to take disciplinary action against any Authorized Users (i) permitting non-Authorized Users to use the Services or (ii) using the Services to post messages or send Prohibited Communications.
All personal information from registered users is kept confidential and is owned expressly by Nixle, LLC. Personal information from users will not be sold nor will it be used for direct marketing purposes. Nixle agrees to provide to you, upon request, numerical user count information for your jurisdiction. If at any point the Nixle service becomes unavailable, you will then automatically be provided with a complete list of all of your users, along with name, contact numbers, and address. At that point you will expressly own that user information.
Our relationship is that of independent contractors. These Terms of Service shall not be construed as creating an employer/employee, agency or joint venture relationship between the parties.
You understand and agree not to use any functionality provided by the Web Site to post messages or initiate Communications that:
(i) Contain any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law;
(ii) Contain any sort of commercial advertisement;
(iii) Impersonate others or provide any kind of false information;
(iv) Contain personal information such as non-official contact information;
(v) Contain messages by non-Authorized Users purporting to speak on behalf of Organization or containing confidential information or expressing opinions concerning Organization or Nixle;
(vi) Contain messages that offer unauthorized downloads of any copyrighted or private information.
(vii) Are multiple messages restating the same point;
(viii) Are chain letters of any kind; or
(ix) Are identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message;(collectively, “Prohibited Communications”).
The parties agree that entering into this Agreement does not impose on Nixle any legal requirements not explicitly indentified in this agreement.
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