Terms of Use

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. These Terms of Use (this “Agreement”) govern the use of the website at untappedcities.com (the “Site”). The Site is operated and maintained by Untapped Cities (“we”, “us” or “our”). This Agreement incorporates by reference the terms of our Privacy Policy. An additional Terms of Use applies to Untapped New York Membership – terms can be found below.

• Agreement to the Terms of Use. Your use of the Site constitutes your agreement to all of the terms of this Agreement (including, without limitation, the terms of our Privacy Policy), as well as to all applicable laws. We offer access to and the use of the Site only to those persons who so agree. If you do not so agree, you may not use the Site.
• Modification of the Agreement. We reserve the right, in our sole discretion and for any or no reason, to modify this Agreement from time to time by posting a revised version, together with the date of such posting at the bottom of the page. All such changes will be effective immediately upon posting, and each time you use the Site, you agree anew to the terms of this Agreement. Therefore, please review this Agreement regularly. If at any time all of the terms of this Agreement are not acceptable to you, please do not use the Site.

Eligibility

Use of the Site is limited to people who can enter into and form binding contracts under applicable law. Without limiting the foregoing, minors may not use the Site without the supervision of a responsible adult. Any use of or access to the Site by anyone other than as permitted hereunder is unauthorized, unlicensed and in violation of this Agreement. Use of the Site is void where prohibited.

Registration

You will not have access to the full functionality of the Site until you have registered to become a Site user (a “User“). The information you provide will be subject to our Privacy Policy. When you register, you must give your real name and contact information, as requested. You are free to choose a User name that is not your own; however, you may not impersonate any living person or entity, or otherwise mislead as to the origin of yourself or any User Content you may post. (For example, we do not permit “Sock Puppet” accounts.) This rule is designed to maintain the safety of all of the members of our community. If we discover that you have provided false information with the intent to mislead us or any of our members, your account will be immediately terminated and you will no longer have access to the Site.

The use of some or all of the Site may be subject to a fee. However, you will not be liable for any amounts unless you expressly agree to pay them in each instance.

You are solely responsible for maintaining the confidentiality of any password associated with your account and for any and all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, or of any other breach of security, please notify us immediately.

User Content

To certain portions of the Site, you may upload (or authorize others to upload) text, images and video (collectively, “User Content“). Once you have posted User Content, you may edit or delete it from the Site. Please note that we will retain copies of User Content, whether or not it has been deleted, among other data backed up during regular Site maintenance.

By uploading (or authorizing the uploading of) User Content to the Site:

1. You grant to us and to our sublicensees, assigns and successors a nonexclusive, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world on and in connection with the Site via the Internet and/or other media now known or hereafter developed.
   • This is the permission you give to us and to the companies that help us design and operate the Site, as well as to any company that may buy the Site or that we may become in the future, to use your User Content as part of the Site, whether the Site is accessible through the Internet or through another medium that is not yet established or may not yet exist. You have not granted us the right, for example, to publish your User Content in a book. We cannot do this without obtaining your permission in each instance.
2. You agree to permit Users to copy and use your User Content for their own personal, noncommercial use.
3. You agree that the following statements are and will remain true while the User Content is on the Site:
   • you own or license rights in and to your User Content sufficient to permit you to legally post or upload it to the Site and to license the rights granted under this Agreement;
   • neither your User Content nor our use of it as provided in this Agreement breaches or will breach any of the terms of this Agreement, violates or will violate any applicable law or will cause injury to any person or entity;
   • your User Content will not be illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious or objectionable to third parties; and
   • your User Content will not consist of or contain software viruses, political campaigning, commercial solicitation (except with respect to your paid advertising, if any, on the Site), chain letters, mass mailings, or any form of “spam”

We will not be responsible for any User Content. We do not systematically review User Content for conformity with this Agreement, but we reserve the right (but do not have any obligation) to review and remove or edit any User Content at our sole discretion. If you believe that any User Content infringes your intellectual property rights, please contact us as directed in the section below, entitled “Notice for Claims of Intellectual Property Violations and Agent for Notice”. Please note that you are solely responsible for protecting and enforcing any intellectual property and other rights in your User Content. We shall have no obligation to do so on your behalf.

We may disclose your account information and/or User Content if required to do so by law, or in our good faith belief that such disclosure is reasonably necessary to (a) comply with legal process, (b) enforce the Agreement; (c) respond to claims that any pattern or User Content violates the rights of third parties, (d) respond to your requests for customer services, or (e) protect the rights, property, or personal safely of us, the Users and/or the public.

Community Standards

You are solely responsible for your interactions with other Users. This includes both how you treat each other on the Site and how you use User Content that is not yours.

• Use of Content. Before using any Content other than for your own personal, non-commercial use, you agree to contact and reach an agreement with the owner of such Content.
• Site Behavior. Because we want you to engage in lively discussion, you may comment and post questions on the Site. (We encourage people with expertise (professionals and amateurs) to respond to reader questions, but no User may post advertisements or otherwise use the Site as a promotional tool.) In order to maintain an environment conducive to constructive discussion, you agree to adhere to the following community guidelines while on the Site:

Please do not:

• bully, intimidate or harass any User, or use obscene or abusive language;
• post User Content that is hateful, threatening or pornographic; unlawful, misleading, malicious, defamatory or discriminatory; or that incites violence;
• post User Content as true that you know or believe to be false;
• pretend to be someone else;
• upload viruses, worms or other malicious code, or otherwise attempt to disable, overburden, or impair the proper working of the Site.

Ownership and License of Intellectual Property

All words, images, graphics, code and software, photographs, audio and video clips, scripts, links, interactive features and other material used on or incorporated into the Site (collectively with User Content, the “Content”), and the arrangement or integration of all such Content, is our protected property, is licensed to us by third parties (including by you), or is used pursuant to applicable copyright law. Please assume that all material on or accessible through the Site is protected by copyright, trademark or other intellectual property law, and do not use Content except as expressly permitted in this Agreement or by separate agreement with the Content owner.

We own all right, title and interest (including worldwide copyright) in and to the Site and any compilation, collective work or other derivative work that we create using or incorporating User Content. We grant you a limited license to access the Site and to copy Content for your own personal, noncommercial use. You agree to comply with any copyright or trademark notices and other restrictions contained in any Content available on or accessed through the Site. Other than as expressly set forth in this Agreement or without our prior written approval, you may not, directly or indirectly:

• copy, download, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part; or
• use any of the trademarks, trade names or logos that appear on the Site; or
• make commercial or other unauthorized use by publication, re-transmission, distribution, performance, caching, or otherwise, of material obtained through the Site, including, without limitation, the Content; or
• delete or alter any Content other than your own User Content; or
• post, upload, transmit or submit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, or other solicitations; or
• disrupt, overwhelm, attack, modify, reverse engineer or interfere with the Site or its associated software, hardware and/or servers in any way; or
• use automated means, such as scrapers, bots or spiders, to collect Content; or
• run or advertise for lotteries, sweepstakes, giveaways or contests; or
• impede or interfere with others’ use of the Site.

Third Party Content and Websites; Products and Services; No Endorsement

We respect the intellectual property of others, and we ask that Users do the same. The Site may contain references and links to websites that are owned and operated by our advertisers and other third parties. We have no control over, do not endorse and do not make any representations or warranties with respect to any third party sites you may learn about or access via the Site or to any content you may find or access there. Material available on or through third party sites may be protected by copyright and other intellectual property laws of the United States and other countries. The terms of use of those websites, and not the terms of use set forth in this Agreement, govern your use of that material.

If we incorporate information from third party sources into the Site, we will make all reasonable efforts to follow fair use conventions, including giving credit to the source of the information and providing links, when available, to the third party source from which the information was gathered. The Site may provide links to, and may feature, mention, describe or advertise, certain products and services that may be of interest to you. However, unless we expressly state otherwise, we do not recommend, certify or endorse these or any other products or services in any way, and we are not responsible for the contents of, or any products or services offered on, any third party sites. If you have questions about any product or service you learn about on our Site, please go to the source – namely, the vendor or manufacturer – for additional information.

RSS Feed

We provide Content through an RSS feed. Please be aware that Content, however we may transmit it or you may receive it, is subject to this Agreement. Without limiting the foregoing, Content is provided solely for your personal use. You may not sell, lease, sub-license redistribute, re-purpose or otherwise use our RSS feed for any commercial purpose, with or without compensation, without our express written consent in each instance. By using our RSS feed, you acknowledge that you understand and agree to be bound by this Agreement.

Buying/Selling

You may sell products or services through the Site. However, we take no responsibility for your transactions with other Users. If you buy or sell here, you do so at your own risk. Without limiting the foregoing, we do not:

• make any representations or warranties of any kind with respect to goods offered for sale by Users or other third parties on the Site;
• stand behind the quality or safety of goods you purchase from other Users;
• collect tax on behalf of any Users; or
• police the Site to confirm that Users are operating ethically or within the law, but we will respond to emails alerting us to Users employing deceit, misrepresentation, trickery or other sharp practices in connection with sales of goods on the Site.

Trademarks

“Untapped Cities,” “Untapped Cities Insiders”, “Untapped NY” “Untapped LA,” “Untapped NY Insiders”, “Untapped LA Insiders,” the Untapped Cities logo and any other Untapped Cities Product or service names, logos or slogans that may appear on the Sites or Products are trademarks of Untapped Cities and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Untapped Cities” or any other name, trademark or Product or service name of Untapped Cities without our prior written permission. In addition, the look and feel of the Sites and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Untapped Cities and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Sites or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Untapped Cities.

Notice for Claims of Intellectual Property Violations and Agent for Notice

If you believe in good faith that any Content on our Site infringes your copyright, you (or your agent) may send us a notice requesting that we remove or block access to the infringing material. Your notice to us must include the following information:

1. an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
2. identification of the copyrighted work or other intellectual property that you claim has been infringed upon;
3. a description of where the material that you claim is infringing is located on the Site, with sufficient detail that we may find it on the Site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
6. information, if possible, sufficient to permit us to notify the owner/ administrator of the allegedly infringing content; and
7. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the Digital Millennium Copyright Act (the “DMCA”) permits you to send us a counter-notice. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter-notices should be sent to info@untappedcities.com.

Privacy

Your use of our site is subject to our Privacy Policy. By using the Site, you agree that you have read our Privacy Policy, that it is reasonable and acceptable to you, and that you agree to its terms.

Email List

We have created an e-mail list of Users who will receive information from us from time to time, such as announcements of any new features, products or services on or available through the Site or our affiliates. You will have the opportunity to opt out of this service both when you register to become a User and each time you receive email sent to the members of our e-mail list. We will not submit your personal information to direct marketers and will use your information only as described in this Agreement and in the Privacy Policy.

Disclaimer of Warranties; Limitation of Liability

WE CONTROL AND OPERATE THE SITE FROM WITHIN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATION THAT CONTENT IS APPROPRIATE OR AUTHORIZED FOR USE IN ALL COUNTRIES, STATES OR OTHER JURISDICTIONS. WHEN YOU ACCESS THE SITE, YOU DO SO ON YOUR OWN INITIATIVE AND RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU IN CONNECTION WITH THE SITE ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WE DO NOT WARRANT THAT THE SITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU VIA THE SITE, OUR SERVERS, OR E-MAIL SENT FROM US IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

YOU HEREBY RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE “RELEASED PARTIES“) FROM ANY AND ALL CLAIMS AND DAMAGES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR OR ANYONE ELSE’S USE OF THE SITE OR ANY ACT OR OMISSION OF ANY RELEASED PARTY. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Indemnification

You will indemnify, hold harmless and, at our option, defend us, our parent and our affiliates and each of their respective officers, employees, agents, licensees, successors, and assigns from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, by any third party as a result of your breach of any term of this Agreement, your violation of any law or the rights of a third party, or your use of the Site.

No Unlawful or Prohibited Use

As a condition of your use of the Site, you warrant that you will not use the Site for any purpose that is prohibited by any applicable law or regulation or by this Agreement, as it may be amended from time to time.

Termination; Change in Service

We reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time, for any or no reason, without prior notice or liability. If your access has been terminated, do not attempt to rejoin the community using a false name or contact information. We may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or content, without prior notice or liability.

Tour and Event Activities

Untapped Cities LLC herein known as the “Tour Operator” provides walking tours of New York. The Tour Operator and their respective employees, agents, representatives, and assigns accept no liability whatsoever for any injury, damage, loss, accident, delay, or any other incident which may occur in the course of a tour. This includes incidences, which may occur as a result of certain risks during the course of a tour. These risks include but are not limited to faulty sidewalk conditions, street crossing and the utilization of public transportation. The Tour Operator may also utilize various independent suppliers that provide food, hotel accommodations, transportation, sightseeing, activities, or other services connected with this tour. Such services are subject to the terms and conditions of those suppliers. Tour Operator and their respective employees, agents, representatives, and assigns accept no liability whatsoever for any injury, damage, loss, accident, delay, or any other incident which may be caused by the negligence, defect, default of any company or person in performing these services. Responsibility is not accepted for losses, injury, damages or expenses of any kind due to sickness, weather, strikes, hostilities, wars, terrorist acts, acts of nature, local laws or other such causes. All services and accommodations are subject to the laws and regulations of the country in which they are provided. Tour Operator is not responsible for any baggage or personal effects of any individual participating in the tours arranged by Tour Operator. Individual travelers are responsible for purchasing a travel insurance policy, if desired, that will cover some of the expenses associated with the loss of luggage or personal effects.

Miscellaneous

• • Applicable Law; DisputesBy visiting the Site, you agree that the laws of the State of New York, without regard to the principles of conflict of laws, will govern the terms of this Agreement and any dispute that may arise. Any such dispute may be heard only in the federal and state courts in the County of Kings, State of New York, and you hereby submit to the exclusive jurisdiction and venue of such courts.

Survival

The intellectual property rights, licenses, representations, warranties, releases, disclaimers and indemnities set forth and contained in this Agreement, as well as the entire Miscellaneous section, shall survive the termination or expiration of this Agreement or your account and/or the cessation of your use of the Site.

• HeadingsThe section headings in this Agreement are for convenience only and shall not affect in any way the interpretation of this Agreement or any of the terms and conditions herein.
• SeverabilityIf any term or provision of this Agreement is held to be invalid or unenforceable, the remaining portions will continue to be valid and will be performed, construed, and enforced to the fullest extent permitted by law, and the invalid or unenforceable term will be deemed amended and limited in accordance with the intent of the parties, as determined from the face of the Agreement, to the extent necessary to permit the maximum enforceability or validation of the term or provision.
• No WaiverNo waiver (in whole or in part, express or implied) of any right or remedy provided for in this Agreement shall be understood to waive any other right or remedy. No delay or failure by us to exercise any right or remedy shall operate as a waiver thereof.

If you have questions about this Agreement, wish to report any violations, or wish to obtain permission to use Content other than as expressly permitted in this Agreement, please contact us at info@untappedcities.com.

Last updated as of March 5, 2018.

© 2018 Untapped Cities, LLC

Untapped New York Membership Terms of Service

Welcome to Untapped New York Membership and our Terms of Use (these “Terms”). These Terms are important and affect your legal rights, so please read them carefully.

By accessing or using the website provided by Untapped Cities, LLC or our subsidiaries or other affiliates (collectively, “Untapped Cities,” “Untapped New York” “we,” “us” or “our”) that link to these Terms, you agree to be bound by these Terms and all of the terms incorporated herein by reference, including our Privacy Policy. If you do not agree to these Terms, you may not access or use the Sites or order, receive or participate in experiences made available through the Sites (collectively, the “Products”).

If you are using the Sites on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.

Untapped Cities, LLC reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Sites or order, receive, experience, or use Products, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites or order, receive or use the Products. If you do not agree to the revised Terms, you may not access or use the Sites or order, receive or use the Products.

1.      Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

2.      Registration, Account and Communication Preferences

To access and use certain areas or features of the Sites, you will need to register for an Untapped New York account. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Sites on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Sites or your account.

By creating an Untapped New York account, you also consent to receive electronic communications from Untapped New York (e.g., via email or by posting notices to the Sites). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein. However, benefits for the Untapped New York Insiders, including new tour and event announcements and special promotions, may only be communicated via email.

3.      Terms of Sale

         3.1. Insider Subscriptions; Continuous Subscriptions; Cancellation Policy

         Insider Subscriptions. We offer different subscription plans for the Untapped New York Insiders program, as detailed here. If you change your plan, the applicable monthly or yearly subscription price will also change. If we change the prices or other charges associated with our subscription plans, we will provide you with notice of such changes, such as by email or a notice posted on our Sites. The fees for the subscription plans can be found on the Pricing page and may be subject to change in the future.

         Continuous Subscriptions. WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) UNTAPPED CITIES, LLC (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY OR YEARLY BASIS FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, (B) THE AMOUNT YOU ARE CHARGED AND THE |BENEFITS YOU RECEIVE MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND (C) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITES OR PRODUCTS IN ACCORDANCE WITH THESE TERMS.

         Cancellation Policy. YOU MAY CANCEL, CHANGE OR PAUSE YOUR PLAN AT ANY TIME. JUST MAKE SURE TO CANCEL, CHANGE OR PAUSE BEFORE YOUR NEXT BILL DATE. YOU CAN CANCEL, PAUSE, OR CHANGE YOUR PLAN BY LOGGING INTO YOUR ACCOUNT AND GOING TO YOUR ACCOUNT PAGE. YOUR CANCELLATION WILL BE EFFECTIVE AT THE END OF YOUR CURRENT BILLING CYCLE. ANY MONTHLY OR YEARLY PLAN THAT HAS BEEN PROCESSED CANNOT BE REFUNDED.

In the event you cancel your Subscription, please note that we may still send you promotional communications about Untapped Cities and Untapped New York Insiders, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.

         3.2. Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your account. If a payment is not successfully settled and you do not edit your payment method information or cancel your subscription, or account, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated.

          3.3. Pricing and Availability

All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with our various subscription plans, we will provide advance notice of such changes in accordance with Section 3. We will not, however, be able to notify you of changes in any applicable taxes.

All of our Products are subject to availability, and we reserve the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering certain Products and to substitute Products without prior notice. Discount code offerings and terms are subject to change at any time. Member tours and events have limited capacity, but they may repeat again at the discretion of Untapped New York. Untapped New York will offer at least one members-only tour or event a month.

3.4 Booking Tours and Events

Members-only tours have limited capacity and are booked on a first come, first served basis. Registration opens within two weeks of the tour date. The exact date and time when registration opens will be announced in the members-only newsletter. Once registration opens, members must be logged in to Untapped New York in order to book the tour. The “Book Now” button will only appear if you are logged in to Untapped New York once registration is open. Your membership must be active when the tour or event takes place for your registration to be valid.

   3.5 Subscription to E-Newsletter

By signing up for any level of membership, you agree to be subscribed to the members-only newsletter and the general Untapped New York newsletter. You can opt-out of these newsletters at any time by following the instructions at the bottom of the emails, but you will not receive notice of new members-only tours and events, and any special benefits of being a member by email if you are not subscribed to the members-only newsletter.

          3.6. Taxes

We will collect applicable sales tax on Products offered in the states for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.

         3.7. No Resale

You are not permitted to resell or otherwise use the Products for commercial purposes.

4.      License to Access and Use Our Sites and Content

Unless otherwise indicated in writing by us, the Sites and all content and other materials contained therein, including, without limitation, the Untapped New York logo and all designs, text, graphics, pictures, information, data, software, sound files, User Content, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Untapped Cities or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.

You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Sites and Content. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Sites or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Sites or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Sites or Content, except as expressly permitted by us, and (f) use the Sites or Content other than for their intended purposes. Any use of the Sites or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Blue Apron or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.

Notwithstanding anything to the contrary in these Terms, the Sites and Content may include software components provided by Blue Apron or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

5.      Trademarks

“Untapped Cities,” “Untapped New York,” “Untapped New York Insiders”, Untapped NY” “Untapped LA,” “Untapped NY Insiders”, “Untapped LA Insiders,” the Untapped Cities logo and any other Untapped Cities Product or service names, logos or slogans that may appear on the Sites or Products are trademarks of Untapped Cities, LLC and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Untapped Cities,” “Untapped New York,” or any other name, trademark or Product or service name of Untapped New York or Untapped Cities without our prior written permission. In addition, the look and feel of the Sites and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Untapped Cities or Untapped New York and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Sites or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Untapped Cities.

6.     Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Untapped Cities, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Untapped Cities Parties”), from and against all actual or alleged Untapped Cities or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Sites, Content or Products by you or any third party you authorize to access or use such Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, and (e) your violation of the rights of another. You agree to promptly notify Untapped Cities of any third party Claims, cooperate with the Untapped Cities Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the Untapped Cities Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Untapped Cities.

7.     Tour and Event Liability

Untapped Cities LLC here as known as the “Tour Operator” provides walking tours of New York. The Tour Operator and their respective employees, agents, representatives, and assigns accept no liability whatsoever for any injury, damage, loss, accident, delay, or any other incident which may occur in the course of a tour. This includes incidences, which may occur as a result of certain risks during the course of a tour. These risks include but are not limited to faulty sidewalk conditions, street crossing and the utilization of public transportation. The Tour Operator may also utilize various independent suppliers that provide food, hotel accommodations, transportation, sightseeing, activities, or other services connected with this tour. Such services are subject to the terms and conditions of those suppliers. Tour Operator and their respective employees, agents, representatives, and assigns accept no liability whatsoever for any injury, damage, loss, accident, delay, or any other incident which may be caused by the negligence, defect, default of any company or person in performing these services. Responsibility is not accepted for losses, injury, damages or expenses of any kind due to sickness, weather, strikes, hostilities, wars, terrorist acts, acts of nature, local laws or other such causes. All services and accommodations are subject to the laws and regulations of the country in which they are provided. Tour Operator is not responsible for any baggage or personal effects of any individual participating in the tours arranged by Tour Operator. Individual travelers are responsible for purchasing a travel insurance policy, if desired, that will cover some of the expenses associated with the loss of luggage or personal effects.

8. Removal of Members

We reserve the right to terminate memberships for any members found in abuse of an acceptable code of conduct, for illegal behavior, or for not contributing positively to the Insiders community.

Last update as of February 18th, 2021

© 2021 Untapped Cities, LLC