These Terms are effective as of September 1, 2014 for all users of our Websites govern your access to and use of the Websites that link to or reference these Terms. By accessing or using the Website, you are agreeing to these Terms. Do not access or use the Website if you are unwilling or unable to be bound by the Terms.
- "Content" means text, images, photos, audio, video, location data, and all other forms of data or communication.
- "Your Content" means Content that you submit or transmit to, through, or in connection with the Website, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile.
- "User Content" means Content that users submit or transmit to, through, or in connection with the Website.
- "Our Content" means Content that we create and make available in connection with the Website.
- "Third Party Content" means Content that originates from parties other than us or our users, which is made available in connection with the Website.
- "Site Content" means all of the Content that is made available in connection with the Website, including Your Content, User Content, Third Party Content, and Our Content.
Changes to the Terms of Service
We may modify the Terms from time to time. You understand and agree that your access to or use of the Website is governed by the Terms effective at the time of your access to or use of the Website. If we make material changes to these Terms, we may notify you by email or by posting a notice on the Website prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Website after the effective date of modifications to the Terms indicates your acceptance of the modifications.
Using the Website
Eligibility: To access or use the Website, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Website if you are a competitor of ours, have intentions of collecting or utilizing our Content for your own purposes or if we have previously banned you from the Website or closed your account.
Permission to Use the Website: We grant you permission to use the Website subject to the restrictions in these Terms. Your use of the Website is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
Recommendations: Under no circumstances does this Website or its owners claim to be providing specific recommendations on places to live, work or visit, nor do we support or endorse any of the places listed on this website. Further, we do not moderate ratings, reviews and comments posted on the Website and the content expressed in such user generated content are the opinions and beliefs of the user(s) who published them and not those of this Website. Use this Website and interpret the Content using your own best judgment and at your own risk.
Site Availability: The Website may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
User Accounts: You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Website. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. Your account is for your personal, non-commercial use only, unless as otherwise designated. In creating it, we ask that you provide complete and accurate information about yourself to bolster your credibility as a contributor to the Website. You may not impersonate someone else (e.g., adopt the identity of a celebrity or your next-door neighbor), create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other Websites.
Communications from Livability and other Users
By creating an account, you agree to receive certain communications in connection with the Website.
Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Website and any Other Media the right to access Your Content in connection with their use of the Website and any Other Media. Finally, you irrevocably waive, and cause to be waived, against the Website and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
Ownership of Content
As between you and the Website, you own Your Content. We own Our Content, including but not limited to written text and databases, visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Website Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Website excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with Our Content and the Website, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Our Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Website and the Our Content are retained by us.
We, and our licensees, may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
We make some of the Website Content ("Feed Content") available via Real Simple Syndication and Atom feeds ("Feeds"). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog ("Your Website"), provided that (i) your use of the Feeds is for personal, non-commercial purposes only, (ii) your display of the Feed Content links back to the relevant pages on our Websites, and attributes us as the source of the Feed Content, (iii) your use or display of the Feed Content does not suggest that we promote or endorses any third party causes, ideas, websites, products or services, including Your Website, (iv) you do not redistribute the Feed Content, and (v) your use of the Feeds does not overburden our systems. We reserve all rights in the Feed Content and may terminate the Feeds at any time.
User Content (including any that may have been created by users employed or contracted by us) does not necessarily reflect the opinion of us. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
You agree not to, and will not assist, encourage, or enable others to use the Website to:
- Violate our content guidelines including writing a fake or defamatory comments, or compensating someone or being compensated to write a comment;
- Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial venture or event, or otherwise use the Website for commercial purposes, except in connection with the business services provided by us;
- Collect, or attempt to collect, any portion of the Content or data shared on the Website;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Website's search results or any third party website; or
- Violate any applicable law.
You also agree not to, and will not assist, encourage, or enable others to:
- Violate the Terms;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Website or Website Content (other than Your Content), except as expressly authorized by us;
- Use any robot, spider, Website search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Website or any Website Content;
- Reverse engineer any portion of the Website;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Website or on any materials printed or copied from the Website;
- Record, process, or mine information about other users;
- Access, retrieve or index any portion of the Website for purposes of constructing or populating a searchable database of business reviews;
- Reformat or frame any portion of the Website;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the Website;
- Attempt to gain unauthorized access to the Website, user accounts, computer systems or networks connected to the Website through hacking, password mining or any other means;
- Use the Website or any Website Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
- Use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website;
- Use the Website to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Website or Website Content; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of Website Content, or features that enforce limitations on the use of the Website.
Suggestions and Improvements
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback.
Third Party Websites
The Website may include links to other websites or applications (each, a "Third Party Website"). We do not control or endorse any Third Party Website. You agree that we are not responsible for the availability or contents of such Third Party Websites. Your use of Third Party Websites is at your own risk.
You agree to indemnify, defend, and hold Livability, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "Livability Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Website, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Website, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Livability. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Disclaimers and Limitations of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE LIVABILITY ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
- THE WEBSITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE LIVABILITY ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK. THE LIVABILITY ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITE, ITS SAFETY OR SECURITY, OR THE WEBSITE CONTENT. ACCORDINGLY, THE LIVABILITY ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE WEBSITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS, METRICS OR REVIEW FILTER FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE WEBSITE.
- THE LIVABILITY ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE WEBSITE OR THE WEBSITE’S USERS. ACCORDINGLY, THE LIVABILITY ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE WEBSITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK.
- THE LIVABILITY ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE WEBSITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE LIVABILITY ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
- YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE.
- THE LIVABILITY ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE WEBSITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE LIVABILITY ENTITIES IN CONNECTION WITH THE WEBSITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
- THE LIVABILITY ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
Choice of Law and Venue
Tennessee law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and LIVABILITY (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN WILLIAMSON COUNTY, TENNESSEE.
- We reserve the right to modify, update, or discontinue the Website at our sole discretion, at any time, for any or no reason, and without notice or liability.
- We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Website.
- The Terms contain the entire agreement between you and us regarding the use of the Website, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
- Any failure on our part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
- The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.