Effective date: October 18, 2022
“You” and “your” refer to the Members reading this Agreement.
PLEASE NOTE: THESE SMS TERMS CONTAIN AN ARBITRATION CLAUSE WITH A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. THE ARBITRATION PROVISION AFFECTS HOW DISPUTES WITH CITYBLOCK ARE RESOLVED. YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THESE SMS TERMS CAREFULLY.
Click on a link below to jump to a specific section of this Agreement:
- Legally Binding Agreement
- Eligibility to Use the Cityblock Texting Program
- How to Opt-Out
- General User Agreements
- Lawful Use of Cityblock Texting Program
- Unauthorized Use or Misuse of Cityblock Texting Program
- Charges for Messages and Data Usage
- Text Message Delivery
- Message Frequency
- Availability of the Cityblock Texting Program and Information Sent through Cityblock Texting Program
- Ownership of Texting Program Content
- No Medical Advice Provided
- Privacy and Security
- Disclaimer of Warranties
- Limitation and Release of Liability
- Dispute Resolution
- Additional Terms Applicable
- Changes to Agreement
- Miscellaneous Provisions
I. Legally Binding Agreement
Please read this Agreement carefully. This Agreement forms a legally binding contract between you and Cityblock. We represent and warrant that Cityblock has validly entered into this Agreement and has the legal power to do so.
By opting to participate in the Cityblock Texting Program, you accept and agree to be bound and abide by this Agreement and affirm that you are able and legally competent to do so. If you do not agree to all terms set forth in this Agreement, then Cityblock does not agree to provide you with the Cityblock Texting Program, and you must not participate in the Cityblock Texting Program; or you must immediately stop accessing and using the Cityblock Texting Program by texting STOP to 57973. Otherwise, by continuing to access and use Cityblock’s Texting Program, you are agreeing to be bound by this Agreement.
II. Eligibility to Use the Cityblock Texting Program
The Cityblock Texting Program is offered to and intended for use only by Members who are 18 years of age or older and reside in the United States or any of its territories. You represent and warrant that you are of legal age to form a binding contract with Cityblock, meet all of the foregoing eligibility requirements, and have validly entered into this Agreement. If you do not meet all of these requirements, then we do not agree to your use of the Cityblock Texting Program, and you must not use the Cityblock Texting Program. If you have already started using the Cityblock Texting Program, you must immediately stop participating in the Cityblock Texting Program and text STOP to 57973.
III. How to Opt-Out
You may choose to stop receiving text messages from the Cityblock Texting Program at any time. To stop receiving texts from Cityblock and opt-out of the Cityblock Texting Program, text STOP to 57973. When you opt-out, you will receive a final text confirming that your choice to opt-out has been recorded.
Cityblock will reasonably endeavor to comply with any text communications sent in which you indicate a clear and unmistakable intent to opt-out of the Cityblock Texting Program; however, you (a) understand that these messages go to a short code number that is entirely automated (is not monitored by a human) and the ability of our short code box to interpret your intent is severely restricted and, therefore, (b) you understand that unless you text only the word STOP to 57973, your request to opt-out of the Cityblock Texting Program may not be effective.
IV.General User Agreements
By opting to participate in the Cityblock Texting Program, you understand and agree that:
- You will be bound by all terms and conditions set forth in this Agreement;
- You are the current wireless service plan subscriber and/or an authorized user of the mobile phone number that you used when Opting In (“Enrolled Phone Number”) to the Cityblock Texting Program, or that you have been granted permission by the wireless service plan subscriber and/or authorized user of the Enrolled Phone Number to opt-in to the Cityblock Texting Program;
- You grant Cityblock express permission to send automated text messages to the Enrolled Phone Number through your wireless carrier unless and until you revoke such permission by texting STOP to 57973;
- You agree to receive automated benefit information, and wellness related text messages, including text messages that may be sent using automatic telephone dialing technology;
- You are hereby requesting to receive text messages in spite of the fact that your Enrolled Phone Number may otherwise be on the federal, or a state's, Do Not Call List and you agree that, to the maximum extent permitted by law, your request to receive text messages overrides any prior Do Not Call request for or related to the Cityblock Texting Program;
- You are not required to opt-in to receive text messages in order to purchase any product or service from Cityblock;
- Not all mobile devices may be supported, and messages may not be deliverable in all areas. Cityblock and wireless carriers are not liable for any delayed or undelivered text messages;
- In the event that you change or deactivate your Enrolled Phone Number, or cease being the regular user of your Enrolled Phone Number, you agree you will opt-out of the Cityblock Texting Program by texting STOP to 57973. Cityblock is not liable for any communication or transmission of information by text, or any costs related thereto, that occur because you did not opt-out of the Cityblock Texting Program before your Enrolled Phone Number changed;
- You will not participate in the Cityblock Texting Program for any unauthorized purposes or in any manner that violates any applicable laws or regulations;
- You will not opt-in to or attempt to participate in or use the Cityblock Texting Program from countries other than the United States;
- You will return or destroy copies of any Cityblock Content, as defined below, that you have made if we ask you to do so; and
- You will be held responsible for all text messages sent from your Enrolled Phone Number to Cityblock, including any use of your Enrolled Phone Number by others in the event you ever permit others to access your mobile device.
V. Lawful Use of Cityblock Texting Program
You agree that your participation in the Cityblock Texting Program will only be for lawful purposes and in accordance with this Agreement. It is your responsibility to determine whether your participation in the Cityblock Texting Program is lawful, and you must comply with all applicable laws while participating in the Cityblock Texting Program. You are not permitted to participate in the Cityblock Texting Program for any illegal purpose. Your participation in and receipt of text messages through the Cityblock Texting Program is permitted on a temporary basis and is conditioned on your adherence to the terms of this Agreement.
VI. Unauthorized Use or Misuse of the Cityblock Texting Program
You agree that your right to participate in and receive of text messages through the Cityblock Texting Program will cease immediately upon your violation of any of the terms set forth in this Agreement or upon any unauthorized use or misuse of the Cityblock Texting Program, and that Cityblock has complete discretion to terminate your participation in and receipt of text messages through the Cityblock Texting Program without further notice if you violate any terms or prohibitions set forth in this Agreement.
Unauthorized use and misuse of the Cityblock Texting Program is strictly prohibited, and, depending on the circumstances, may subject you to a civil claim for damages and criminal prosecution. Cityblock reserves the right to report any breach of this Agreement or unauthorized use or misuse of the Cityblock Texting Program to law enforcement authorities.
VII. Charges for Messages and Data Usage
Message and data rates may apply. Cityblock does not charge a fee for text messages, but wireless carrier charges may apply and be payable by you to your wireless carrier. Check with your wireless carrier for your plan details. By opting-in to the Cityblock Texting Program, you approve any such charges from your wireless carrier. Charges for text messages or data usage may appear on your mobile phone bill or be deducted from your prepaid balance by your wireless carrier.
VIII. Text Message Delivery
Cityblock does not guarantee the successful delivery of text messages by your wireless carrier. Text messages may not be delivered if the mobile device is not in range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of wireless carriers may interfere with message delivery, including terrain, proximity to buildings, foliage, weather, and the text message recipient’s equipment/mobile device.
IX. Message Frequency
The number of text messages you receive from the Cityblock Texting Program may vary. By opting-in to the Cityblock Texting Program, you consent to Cityblock sending you multiple, recurring text messages no more frequently than two times per day.
X. Availability of the Cityblock Texting Program and Information Sent through Cityblock Texting Program
Cityblock reserves the right to: (1) amend or discontinue the Cityblock Texting Program, and any service or material we provide on or through the Cityblock Texting Program, in our sole discretion and without notice; (2) terminate access to the Cityblock Texting Program for any reason; and (3) maintain, delete, or destroy all communications and materials provided on or through the Cityblock Texting Program pursuant to our internal record retention and/or destruction policies. Cityblock affirmatively disclaims any liability for any occasions on which all or any part of the Cityblock Texting Program may be unavailable for your use.
XI. Ownership of Texting Program Content
The Cityblock Texting Program, including all information, graphics, images, artwork, displays, text, video clips, data compilations, software, HTML code, audio clips, trademarks, service marks, logos, trade names, look-and-feel, and other content provided on, in, or through the Cityblock Texting Program (collectively, “Cityblock Content”) are owned by Cityblock, its licensors, or other providers of such material and are protected under applicable laws.
This Agreement grants you a personal, revocable, nonexclusive, non-transferrable, and limited license (without the right to sublicense) (the “Limited License”) to participate in the Cityblock Texting Program and to download, copy, or print a reasonable number of copies of Cityblock Content solely for your own personal, non-commercial use and not for further reproduction, publication, or distribution, provided that you retain all copyright, trademark, and other proprietary notices contained in the original Cityblock Content.
Except for the Limited License granted to you by this Agreement, or as otherwise permitted under applicable law, you acknowledge and agree that:
- Trade secrets and intellectual property embodied in the Cityblock Texting Program and Cityblock Content have not been and will not be licensed or otherwise disclosed to you;
- Neither the copyrights, trademarks, other intellectual property; nor any portion of the Cityblock Texting Program or Cityblock Content may be used, reproduced, duplicated, copied, sold, resold, accessed, distributed, modified, used to create derivative works, publicly displayed, publicly performed, or otherwise exploited, in whole or in part, for any purpose without Cityblock’s prior written consent; and
- Unauthorized use of Cityblock Content may violate copyright, trademark, patent, trade secret, and other intellectual property or proprietary laws.
You agree that unless Cityblock provides you with prior written authorization to do so, you will not:
- Modify copies of any materials from the Cityblock Texting Program;
- Access or use Cityblock Content in any public or commercial manner or for any commercial purpose;
- Delete or alter any copyright, trademark, or other proprietary rights notices from Cityblock Content or from any copies of Cityblock Content; or
- Use Cityblock Content in a manner that suggests that you have an association with Cityblock.
All rights not expressly granted here are reserved by Cityblock.
XII. No Medical Advice Provided
Cityblock Content provided through the Cityblock Texting Program is not a substitute for the advice and treatment of a medical professional. You may not use the Cityblock Texting Program to report a medical emergency. In the event of a medical emergency, immediately contact your physician or call 911.
Any health content or information contained in Cityblock text messages (“Health Content”) is provided to you for informational purposes. Health Content in Cityblock text messages cannot, and is not intended to, replace the relationship that you have with your health care professionals. The Health Content in Cityblock text messages does not constitute medical advice and is not a substitute for proper medical care or advice provided by a health care professional. Health Content should not be considered complete or exhaustive. You should not use Health Content in Cityblock text messages as a means of diagnosing a health problem or disease, or as a means of determining treatment. Cityblock assumes no responsibility for any circumstances arising out of the use, misuse, interpretation, or application of any Health Content contained in Cityblock text messages. Always consult with your health care professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you.
XIII. Privacy and Security
XIV. Disclaimer of Warranties
Cityblock makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any information, content (including Cityblock Content and Health Content), materials, services, products, merchandise, functionality, or other resources (collectively, “Resources”) provided in text messages through the Cityblock Texting Program, including the substance, accuracy, or sufficiency of any service or product information addressed in Cityblock text messages.
Your use of the Cityblock Texting Program and any Resources provided in text messages through the Cityblock Texting Program is at your own risk. The Cityblock Texting Program and any Resources provided in text messages through the Cityblock Texting Program are provided on an “as is” and “as available” basis, without any warranties of any kind, express or implied. Cityblock does not make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Cityblock Texting Program, and no person associated with Cityblock is permitted to make any such warranty or representation on Cityblock’s behalf.
Without limiting the foregoing, Cityblock does not represent that the Cityblock Texting Program or any Resources provided in text messages through the Cityblock Texting Program will be accurate, reliable, error-free, or uninterrupted; that defects will be corrected; that the Cityblock Texting Program or any Resources provided in text messages through the Cityblock Texting Program will be free of viruses or other harmful components; or that the Cityblock Texting Program or any Resources provided in text messages through the Cityblock Texting Program will otherwise meet your needs or expectations, and no person associated with Cityblock is permitted to make any such representations on Cityblock’s behalf.
To the fullest extent permitted by applicable laws, Cityblock specifically disclaims all warranties and conditions of any kind, whether express or implied, statutory, or otherwise, including but not limited to any Implied Warranties and Conditions of Merchantability; Fitness for a Particular Purpose; Non-Infringement; Fitness for the Ordinary Purpose; Accuracy of Information; Title; Freedoms from Defects, Uninterrupted Use, and all warranties implied from any course of dealing or usage of trade.
Some jurisdictions do not permit the exclusion of implied warranties, which means that some or all of these exclusions may not apply to you. If any of the above provisions are void under applicable law, Cityblock’s liability shall be limited to the fullest extent permitted by applicable law.
XV. Limitation and Release of Liability
To the fullest extent permitted by applicable law, in no event will Cityblock, or any of its affiliates, service providers, employees, agents, officers, or directors be liable for losses or damages of any kind, including any direct, indirect, special, exemplary, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable, under any legal theory, that arise out of or in connection with your use or inability to use the Cityblock Texting Program; the delivery, non-delivery, delayed delivery, or misdirected delivery of any text messages sent through the Cityblock Texting Program; or for your or others’ use or reliance on any content, including inaccurate or incomplete information or Resources, contained in any text messages from Cityblock sent through the Cityblock Texting Program.
If you are a California resident, you waive your rights with respect to California Civil Code Section 1542, which asserts that “a general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You acknowledge and agree that the above-asserted limitations of liability, together with all other provisions in this Agreement that limit liability, are essential terms, and that Cityblock would not be willing to grant you the rights set forth in this Agreement but for your Agreement to the above-asserted limitations of liability.
If the limitations of liability set forth in this section are inapplicable or unenforceable for any reason, Cityblock’s maximum liability for any type of damages hereunder shall be limited to $1,000.
You agree, at your own expense, to defend, indemnify, and hold harmless Cityblock and its subsidiaries, affiliates, related entities, directors, officers, shareholders, employees, agents, and third-party providers, as well as our third-party service providers’ subsidiaries, affiliates, related entities, directors, officers, shareholders, employees, and agents, from and against all claims, actions, liabilities, losses, demands, damages, judgments, awards, costs, expenses, or fees (including reasonable attorneys’ and accounting fees) arising out of or relating to your participation in and receipt of text messages through the Cityblock Texting Program or arising out of or relating to your violation of any terms set forth in this Agreement, your violation of any rights of any third party, or your any violation of any applicable law, regulation, rule, or standard.
This indemnification provision does not apply to the extent it is prohibited by any applicable law. Cityblock reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Cityblock may be made without Cityblock’s prior written approval.
XVII. Dispute Resolution
Choice of Law: Except for any disputes relating to intellectual property rights or infringement claims, all of which shall be governed by United States federal law, any disputes between you and Cityblock and our agents, employees, officers, directors, principals, successors, assigns, subsidiaries, or affiliates arising from or relating to this Agreement and the interpretation, formation, performance, breach, enforceability, termination, or validity thereof, or otherwise arising from or relating to the Cityblock Texting Program (each individually a “Dispute”; collectively, “Disputes”), shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the location in which you reside or where you access the Cityblock Texting Program, and without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Agreement to Arbitrate: You agree that any Disputes shall be resolved by final and binding arbitration in the State of New York by and pursuant to the rules of the American Arbitration Association (“AAA”). You further agree that:
- At least 60 days prior to initiating any arbitration, the initiating party will give the other party written notice of its intent to file for arbitration. Cityblock will provide notice by email to the email address you provided to Cityblock, and if Cityblock does not have an email address on file for you, Cityblock will send notice to you by certified mail to the mailing address you provided to Cityblock; and you must provide such notice to Cityblock by email at email@example.com.
- Regardless of any statute or law to the contrary, notice of any claim arising from or related to this Agreement must be made within one (1) year after the initial facts supporting such claim arose or be forever barred.
- A single arbitrator will be selected in accordance with the AAA Commercial Arbitration Rules. The arbitration shall be conducted in the English language.
- The arbitrator, rather than any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes.
- The arbitrator will have the power to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
- The arbitrator will not have the power to award punitive or exemplary damages. Further, each party hereby specifically waives his/her/its right to receive punitive or exemplary damages relating to any Dispute.
- The arbitrator will apply applicable law and the provisions of this Agreement. Any failure by the arbitrator to do so will be deemed an excess of arbitral authority and grounds for judicial review.
- The arbitrator’s decision must include a written explanation of his/her decision and shall remain confidential.
- Any Dispute will be submitted to arbitration on an individual basis only. Neither party is entitled to arbitrate any Dispute as a class action, representative action, or private attorney general action. The arbitrator will not have authority to proceed with an arbitration submitted on a class, representative, or private attorney general basis.
Exception to Arbitration Agreement: Either party to this Agreement may obtain preliminary injunctive relief in a court of competent subject matter jurisdiction in Kings County, New York for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration. Additionally, either party to the arbitration may seek permanent relief from a court of competent subject matter jurisdiction in Kings County, New York for the purpose of enforcing any arbitration award.
This Agreement is effective until terminated by either party. If you no longer agree to be bound by this Agreement, or are dissatisfied with the Cityblock Texting Program, its Resources, or any of the terms and conditions of this Agreement, your sole and exclusive legal remedy is to discontinue participating in the Cityblock Texting Program and to text STOP to 57973.
If you breach any provision of this Agreement, then you may no longer participate in the Cityblock Texting Program.
Cityblock may at any time, with or without notice, terminate or suspend your participation in and receipt of text messages through the Cityblock Texting Program for any or no reason, including, for example, before you have received any or all text messages that you otherwise would have received. Your receipt of text messages from the Cityblock Texting Program is also subject to termination in the event your mobile phone service terminates or lapses.
If this Agreement is terminated for any reason, then: (1) this Agreement will continue to apply and be binding upon you in respect of your prior participation in the Cityblock Texting Program (and any unauthorized further participation in the Cityblock Texting Program), including your indemnification obligations; (2) this Agreement’s provisions regarding Disclaimer of Warranties, Limitation and Release of Liability, Indemnification, and Dispute Resolution, as well as its Miscellaneous Provisions, will survive such termination; and (3) any rights, remedies, or licenses granted to Cityblock under this Agreement will survive such termination.
XIX. Additional Terms Applicable
Your use of the Cityblock Texting Program is governed by this Agreement, which applies in addition to, and is not superseded by, any other written agreement between you and Cityblock.
XX. Changes to Agreement
Cityblock reserves the right to revise and update this Agreement at any time by posting an updated Agreement on our Site. Therefore, you should visit this page periodically to review any changes to this Agreement. Cityblock may also send notices via email or text. All changes are effective immediately when we post the updated Agreement to our Sites and/or send you a text message containing a link to the updated Agreement (the “Effective Date” of the revised Agreement) and apply to all use of the Cityblock Texting Program thereafter. Any revised Agreement will supersede all previous versions of such Agreement, but changes will not apply retroactively. By continuing to be enrolled in the Cityblock Texting Program, you agree to any changes to this Agreement.
This Agreement may not be orally modified. Neither you nor any individual Cityblock employee will be permitted to change the terms of this Agreement.
XXI. Miscellaneous Provisions
Headings. Headings and captions in this Agreement are for convenience only and shall not be binding on either party.
Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, then such provision shall be stricken to the extent of the invalidity, illegality, or unenforceability. Such determination shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which will continue in full force and effect.
No Waiver. Any failure by Cityblock to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver by Cityblock of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.
Transferability. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our prior written consent. We may assign, transfer, or sublicense our rights and obligations under this Agreement to an acquirer upon any sale of all or a part of our business.
If you have questions relating to this Agreement, you can contact us via email at firstname.lastname@example.org. You also can write to us at Cityblock, Attn: Legal Department, 495 Flatbush Ave #C5, Brooklyn, NY 11225.
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