UrbanShift City Academy (“UrbanShift”, “we”, “our” or “us”) is an initiative managed by World Resources Institute (“WRI”), with our consortium partners including C40 Cities, ICLEI– Local Governments for Sustainability, and United Nations Environment Programme (“UNEP”).  These terms of service (“Terms of Service” or “Terms”) govern your access to and use of the Website and courses, and any other online services (collectively, the “Services”) provided by UrbanShift, including any content, functionality, features and applications offered on or through the Services to you as a guest or registered user. We may update and modify any portion of the Services and/or the Terms at any time and reserve the right to discontinue any of the Services at any time. To the extent we make any material changes to our Terms that may restrict your rights or limit your access to the Services, we will provide prominent notice of such changes via the Services you are using (either on the site or via email). Your use of the Services after an update to the Terms constitutes your agreement to the updated Terms.

By accepting these Terms, and accessing the Services, you are: (1) entering into a binding agreement with UrbanShift; (2) acknowledging that you agree to all of the terms in these Terms; and (3) certifying that you are over the age of majority in your jurisdiction.  If you do not agree to these Terms, you are not authorized to use the Services.

1. USAGE

The following rules are a condition of your use of and access to the Services.

• No Interference. You may not interfere with any other user’s ability to use or enjoy the Services.
• Be Yourself. You may not impersonate any person or entity, nor falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity.
• Don’t Damage the Services or Our Servers. You may not knowingly or intentionally take any action that may impose an unreasonable burden or load on the Service or its servers and infrastructures.  You may not upload, post or otherwise distribute or facilitate the distribution of a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of the Services, nor may you attempt to obtain.
• No Unauthorized Access. You may not attempt to gain unauthorized access to other computer systems or networks connected to the Services, UrbanShift City Academy Content (as defined below) or any information contained therein for any unlawful purpose.  You also agree that you will not use any robot, spider, rover, scraper, other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Services (including its source code or object code or any portion thereof) or UrbanShift City Academy Content (except as it may be a result of a standard Internet browser or search engine).
• No Commercial Use. You may not modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Services or the UrbanShift City Academy Content for any public or commercial purpose except as specifically permitted by these Terms.
• No Criminal or Unlawful Conduct.  You may not use the Services, UrbanShift City Academy Content or any information contained therein for any unlawful purpose, and you may not encourage conduct that would constitute a criminal offense or give rise to civil liability.  You may not use the Services in connection with any site or other use that contains or is associated with information or content prohibited by this section.

We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, if we become aware of a material violation of these provisions.

2. ACCOUNTS

When using our Services requires an account, you agree to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account. We may need to send you emails about notable updates (like changes to our Terms of Service or Privacy Policy), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response.

Please protect the security of Your Account. You are responsible for Your use of the Services and all activity that occurs under Your Account. Notify us immediately of any unauthorized uses of your account, store, or website, or of any other breach of security.

We may cancel or suspend Your access to the Services at any time and for any reason, without notice. Upon cancellation or suspension, Your right to use the Services will end.

3. OUR INTELLECTUAL PROPERTY RIGHTS AND LIMITED LICENSE TO YOU

All copyrights, trademarks, service marks, trade names, trade dress and other intellectual property rights (collectively, “IP Assets”) in the Services are owned by UrbanShift or our licensors. Except as we specifically agree in writing, no element of the Services (including any source or object code contained therein) may be used or exploited in any way other than as part of the Services offered to you. Your use of the e-Learning Services shall be solely limited to your personal, non-commercial use.

The Services contain images, audio, video, and other material that is derived in whole or in part from material supplied and owned by UrbanShift, members of the consortium, as well as third parties we work with. As between UrbanShift and you, UrbanShift owns all right, title and interest in and to IP Assets throughout the world associated with the UrbanShift City Academy Content, unless otherwise noted.  You acknowledge UrbanShift’s valid intellectual and proprietary property rights, and any third-party’s valid intellectual and proprietary property rights found in the UrbanShift City Academy Content and agree not to take action in contravention of those rights.  Nothing in these Terms shall be deemed to convey to you any right, title or interest in or to the UrbanShift City Academy Content or to any portion thereof except for the limited rights expressly granted herein.  Any unauthorized use of the UrbanShift City Academy Content is strictly prohibited.

Nothing in these Terms gives you a right to use any of UrbanShift City Academy IP Assets, domain names, and other distinctive brand features, unless UrbanShift has explicitly agreed otherwise in writing.

Our License to You 

UrbanShift gives you a limited, non-exclusive, non-transferable, revocable license to access the Services for the sole purpose of enabling you to use and enjoy the benefit of the Services in the manner permitted by these Terms. Your failure to keep all copyright or other proprietary notices intact will void this license.  You may not modify UrbanShift City Academy Content or Services or allow a third party to do so.  Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to any intellectual property rights, whether by estoppel, implication or otherwise.  You may not use the Services or UrbanShift City Academy Content in any manner that suggests that you have an association with UrbanShift.

Any use of the Services or UrbanShift City Academy Content by you other than as specifically authorized herein is strictly prohibited and will terminate the license granted herein.  Unauthorized use may also violate government laws, including copyright and trademark laws and communications regulations and statutes.  This license is revocable by UrbanShift at any time without notice and with or without cause.

4. THIRD-PARTY CONTENT

The Services incorporate content, data, and information from others, including You. While We may review any content and remove it if We determine it violates the law or Our policies, We do not commit to review all content, and You should not rely on Us to do so. If you believe any content violates the law or Our policies, please contact us at urbanshift@shiftcities.org and provide us with a brief description of Your concerns. Your message should include contact information that will allow us to request additional information and any documentary evidence you may have to support your concerns.

You must comply with the licenses of all data and datasets on the Website. All content displayed on or accessible through the Services is protected by United States copyright laws or their equivalents in other countries. You should review the dataset’s metadata to understand these restrictions.

5. DISCLAIMERS AND LIMITATIONS 

1. You agree that your use of the services and its content is at your sole risk. The services and content are provided on as “as is” basis and without warranties or representations of any kind, either express or implied. To the fullest extent permitted by law, we disclaim warranties, statutory, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Actual conditions may differ from maps and information provided by the services. We do not warrant that the content or services will be error free, accurate or without interruption. 
2. When using the services you may be exposed to user submissions and other third party content (“non-UrbanShift City Academy content”), and some of this content may be inaccurate, offensive, indecent, or otherwise objectionable. We do not endorse any non-UrbanShift City Academy content. Under no circumstances will we be liable to or in connection with the non-UrbanShift City Academy content, including for any inaccuracies, errors, or omissions in any non-UrbanShift City Academy content, any intellectual property infringement with regard to any non-UrbanShift City Academy content, or afor any loss or damage of any kind incurred as a result of the use of any non-UrbanShift City Academy content. 
3. Under no circumstances will we be liable for any special, indirect, incidental, consequential, or exemplary damages (including without limitation, loss of profits, data, or use or cost of cover) resulting from your use or the inability to use the services or their contents, even if we were aware of the possibility of such damages. In no event will we have any liability to you for all claims or damages for any reason in excess of one hundred dollars ($100 USD). Certain jurisdictions do now allow exclusions or limitations on implied warranties or limitations on liability, and therefore some or all of the disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

6. DMCA COMPLIANCE