UNTAPPED CITIES INSIDERS TERMS OF USE

Welcome to Untapped Cities Insiders 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,” “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 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 Cities 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 Cities account, you also consent to receive electronic communications from Untapped Cities (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 Cities 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 Cities Insiders program, as detailed here. If you change your plan, the applicable monthly 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 (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY 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. ANY MONTHLY PLAN THAT HAS BEEN PROCESSED CANNOT BE CANCELLED.

In the event you cancel your Subscription, please note that we may still send you promotional communications about Untapped Cities and Untapped Cities 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. Member tours and events have limited capacity, but they may repeat again at the discretion of Untapped Cities. Untapped Cities 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 Cities in order to book the tour. The “Book Now” button will only appear if you are logged in to Untapped Cities 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 Cities 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 Cities 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 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.

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.

Last updated as of May 8, 2018.

© 2018 Untapped Cities, LLC