Important Information

By using CityOS, you agree to these terms. Here are the most important points:

• Arbitration: Disputes are resolved through binding arbitration (virtually or in Atlanta, GA), not in court. You waive your right to a jury trial or class action.

• AI-Powered: Our Services use artificial intelligence. You're responsible for reviewing AI-generated content before sending it to customers.

• TCPA Compliance: You must obtain proper consent before sending messages and comply with all SMS/email regulations.

• Payment: Your subscription automatically renews unless you cancel 30 days before renewal.

• No Refunds: Fees are non-refundable except in specific circumstances described below.

• Data: You own your customer data. We own anonymized aggregate data (Network Intelligence).

• Liability: Our liability is limited to what you paid us in the last 12 months.

If you don't agree, don't use the Services.

1. Definitions & Parties

"CityOS," "we," "us," or "our" means CityOS, Inc., a Delaware corporation.

"You" or "Merchant" means the business or individual subscribing to the Services. If you're acting on behalf of an organization, you represent that you have authority to bind that organization.

"Services" means the CityOS platform, including Smart Channels (SMS/email automation), Marketing Assistant (AI copilot), Network Intelligence, analytics, and all related features.

"Customer" means any person who receives communications from you through the Services.

"Client Data" means all content, data, and materials you provide to the Services, including customer contact information.

"Network Intelligence" means anonymized, aggregate insights and data derived from use of the Services across all merchants.

2. Account & Access

2.1 Registration

To use the Services, you must create an account with accurate information. You represent that:

• You are at least 18 years old

• You have authority to enter this Agreement

• All information you provide is accurate and current

2.2 Account Security

You are responsible for:

• Keeping your password and credentials secure

• All activities under your account

• Notifying us immediately at legal@cityos.ai of unauthorized access

Each user must have their own account - no sharing credentials.

2.3 Suspension & Termination

We may suspend or terminate your account immediately if:

• You violate this Agreement

• Your payment fails or account is past due

• You engage in illegal or fraudulent activity

• We detect security risks or abuse

• Required by law

You remain responsible for fees during suspension.

3. The Services

3.1 What We Provide

CityOS provides an AI-powered marketing platform for local businesses, including:

• Smart Channels: Automated SMS and email messaging

• Marketing Assistant: AI-powered campaign creation and optimization

• Network Intelligence: Insights from aggregate merchant data

• Analytics: Performance tracking and reporting

• Compliance Tools: TCPA and CAN-SPAM compliance assistance

3.2 AI Services Notice

Important: The Services use artificial intelligence to generate marketing content, optimize campaigns, and predict customer behavior. AI-generated content may not always be accurate or appropriate.

You are solely responsible for:

• Reviewing all AI-generated content before sending

• Ensuring communications comply with applicable laws

• Disclosing AI usage to customers where required by law

3.3 Service Changes

We may modify, update, or discontinue Services at any time. If we make changes that materially harm your use of the Services, you may terminate within 30 days and receive a pro-rated refund.

3.4 Beta Features

We may offer beta or pilot features. These are provided "as-is" without warranties and may be discontinued at any time without notice.

4. Acceptable Use - CRITICAL COMPLIANCE RULES

4.1 Prohibited Content

You must not use the Services to send:

• Illegal content or content that violates laws

• Malware, viruses, or phishing attempts

• Harassment, threats, or hate speech

• Adult content, gambling, weapons, drugs, or tobacco products

• Misleading health claims or financial scams

4.2 TCPA & SMS Compliance (CRITICAL)

If you send SMS messages, you MUST:

A. Obtain Proper Consent

• Get express written consent from each recipient before sending marketing messages

• No pre-checked boxes or unclear consent

• No purchased, rented, or scraped contact lists

• Keep records of how/when consent was obtained

B. Include Required Information

Every message must include:

• Your business name

• Clear opt-out instructions ("Reply STOP to unsubscribe")

• Customer support contact

C. Honor Opt-Outs Immediately

• Stop sending messages the same day someone replies STOP

• Keep do-not-contact lists forever

• Never contact opted-out recipients again without new consent

D. Respect Limits & Timing

• Maximum 4 marketing messages per week per recipient

• Only send between 8 AM - 9 PM in recipient's local time

• Mark promotional messages as "Marketing" in the platform

E. Additional Requirements

• Complete TCR (The Campaign Registry) registration

• Provide accurate business information

• Follow all state laws (which may be stricter than federal law)

WARNING: TCPA violations can result in fines of $500-$1,500 per message. You are solely responsible for compliance.

4.3 CAN-SPAM Compliance (Email)

If you send email, you must:

• Use accurate "From" and subject lines

• Include your physical postal address

• Provide a clear unsubscribe link

• Honor unsubscribe requests within 10 business days

4.4 Other Prohibited Activities

You must not:

• Send spam or unsolicited bulk messages

• Reverse engineer or attempt to access our systems improperly

• Create fake accounts or impersonate others

• Exceed 100,000 messages/month without approval

• Violate any laws or regulations

4.5 Enforcement

We may suspend or terminate your account immediately for violations, especially:

• TCPA/CAN-SPAM violations

• Illegal content

• Security threats

• Abuse or spam

No refunds for violations.

5. Payment Terms

5.1 Fees

Unless stated otherwise in your order:

• Subscription: $599/month per merchant location

• Billing: Monthly in advance

• Term: 12-month minimum commitment

• Auto-Renewal: Subscription automatically renews unless you cancel 30 days before renewal

5.2 Payment

• You must keep a valid payment method on file

• We automatically charge your payment method when fees are due

• Payment is due within 30 days of invoice

5.3 Late Payments

If payment fails:

• We charge 1.5% monthly interest on overdue amounts

• After 10 days: We may suspend your account

• After 30 days: We may terminate and send to collections

• You pay all collection costs, including legal fees

5.4 No Refunds

All fees are non-refundable except:

• We terminate your account without cause

• We make material service changes and you terminate within 30 days

• Technical failure lasting 5+ consecutive days (not your fault)

5.5 Fee Increases

We may increase fees with 60 days' notice, effective at your next renewal. You can cancel before renewal if you don't accept the increase.

5.6 Taxes

You pay all taxes (sales tax, VAT, etc.) and carrier/regulatory fees. We'll invoice you for applicable amounts.

6. Intellectual Property & Data

6.1 Our IP

CityOS owns all rights to:

• The Services platform, software, and technology

• All AI models, algorithms, and methodologies

• CityOS trademarks, logos, and branding

• Network Intelligence and all aggregate/anonymized data

Nothing transfers ownership to you.

6.2 Your Data

You retain ownership of your Client Data (customer lists, business info, message content).

By using the Services, you grant us permission to:

• Host and process your data to provide the Services

• Generate anonymized Network Intelligence from your usage

6.3 Network Intelligence (OUR IP)

We exclusively own all Network Intelligence - anonymized, aggregate data about engagement patterns, campaign performance, and local market trends.

We can use Network Intelligence for:

• Improving the Services

• Training AI models

• Creating industry reports and benchmarks

• Any other lawful business purpose

We won't disclose Network Intelligence in a way that personally identifies you or your customers.

6.4 Feedback

If you give us suggestions or feedback, we can use it freely without paying you.

7. Privacy & Security

7.1 Privacy Policy

See our Privacy Policy at https://cityos.ai/privacy for details on how we collect and use data.

7.2 Security

We implement reasonable security measures including encryption, access controls, and monitoring. However, no system is 100% secure. You're responsible for securing your account credentials.

7.3 Data Ownership

• Your Customer Data: You are the "data controller" - we process it on your behalf per your instructions

• Network Intelligence: We own this anonymized aggregate data

• Your responsibility: Obtain all necessary consents from customers, comply with privacy laws

7.4 Data Retention

• During subscription: We store your data as needed to provide Services

• After termination: We may delete data within 90 days

• Exception: We keep opt-out lists forever to honor recipient preferences

• Your responsibility: Export data before termination if you want to keep it

8. Term & Termination

8.1 Subscription Term

• Starts when you first access the Services

• Initial term: 12 months (unless otherwise specified)

• Auto-renews for 12-month periods unless you cancel 30 days before renewal

8.2 Cancellation

To cancel, email support@cityos.ai at least 30 days before renewal. You remain responsible for fees through the end of the current term. No mid-term cancellation except for cause.

8.3 Termination for Breach

Either party may terminate if the other:

• Materially breaches and doesn't cure within 30 days

• Files for bankruptcy or ceases operations

We may also terminate immediately for:

• TCPA or AUP violations

• Non-payment

• Repeated breaches

• Legal requirements

8.4 Effect of Termination

Upon termination:

• Your access ends immediately

• Outstanding fees become due

• We may delete your data within 90 days

• No refunds (unless we terminate without cause)

9. Disclaimers

9.1 Limited Warranty

We warrant that the Services will be provided in a professional manner consistent with industry standards. Your sole remedy is for us to re-perform non-conforming Services or refund a pro-rated portion of fees.

9.2 DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

WE DISCLAIM ALL WARRANTIES, INCLUDING:

• Implied warranties of merchantability or fitness for a particular purpose

• Any warranty that Services will be error-free or uninterrupted

• Any warranty regarding accuracy of AI-generated content

• Any warranty that Services ensure legal compliance

• Any warranty regarding message delivery rates

• Any warranty regarding campaign performance or results

IMPORTANT:

• AI may generate inaccurate content

• Use of Services doesn't guarantee TCPA compliance

• We're not responsible for third-party services or integrations

• We don't guarantee against data loss (maintain your own backups)

10. Limitation of Liability

10.1 NO CONSEQUENTIAL DAMAGES

WE ARE NOT LIABLE FOR:

• Lost profits, revenue, or savings

• Loss of data or business interruption

• Indirect, incidental, or consequential damages

• Reputational harm

• Cost of substitute services

10.2 LIABILITY CAP

OUR TOTAL LIABILITY TO YOU IS LIMITED TO THE AMOUNT YOU PAID US IN THE PRECEDING 12 MONTHS.

For beta/free features: $100 maximum.

10.3 Exceptions

These limits don't apply to:

• Our gross negligence or willful misconduct

• Our fraud

• Your payment obligations

• Liabilities that can't be limited by law

10.4 Time Limit

You must file any claim within 1 year or it's barred forever.

11. Indemnification

11.1 You Indemnify Us

You'll defend and indemnify CityOS from claims arising from:

• Your use of the Services or violation of this Agreement

• Your Client Data or content you send

• TCPA/CAN-SPAM violations (unsolicited messages, lack of consent, failure to honor opt-outs)

• Claims by your customers or recipients

• Your violation of any laws

11.2 We Indemnify You

We'll defend you if the Services infringe third-party intellectual property rights, except if the claim arises from:

• Your modifications to the Services

• Your combination of Services with other products

• Your violation of this Agreement

If there's an infringement claim, we may: (a) get you the right to keep using the Services, (b) modify the Services to be non-infringing, or (c) terminate and refund pro-rated fees.

12. Dispute Resolution

12.1 Try to Resolve Informally First

Before filing any legal action, contact us at legal@cityos.ai to try to resolve the issue. We'll attempt resolution for 14 days.

12.2 Binding Arbitration

If we can't resolve informally, disputes go to binding arbitration - not court.

YOU WAIVE YOUR RIGHT TO:

• Trial by jury

• Participate in a class action

Arbitration details:

• Administered by American Arbitration Association (AAA)

• AAA Commercial Arbitration Rules apply

• Single neutral arbitrator

• Location: Virtual (video/phone), or Atlanta, GA if in-person required

• We pay AAA filing fees if you initiate

• Arbitrator's decision is final and binding

• Proceedings are confidential

Exceptions - you can go to court for:

• Small claims court (if eligible)

• Injunctions for IP infringement

• Enforcement of arbitration award

12.3 No Class Actions

You can only bring claims individually, not as part of any class or representative action.

12.4 Governing Law

Delaware law governs this Agreement. If court proceedings are allowed, exclusive jurisdiction is in Atlanta, Georgia.

13. General Terms

13.1 Entire Agreement

This Agreement (including your order form and our Privacy Policy) is the complete agreement between us. It supersedes all prior agreements.

13.2 Changes to Terms

We may update these Terms by posting a new version with 30 days' notice. Material changes take effect at your next renewal. Continued use means you accept changes.

13.3 No Assignment

You can't transfer this Agreement without our written consent. We can assign freely, including in connection with a merger or sale.

13.4 Independent Contractors

We're independent contractors. This doesn't create a partnership or agency.

13.5 Severability

If any provision is invalid, the rest remains in effect.

13.6 No Waiver

Our failure to enforce any right doesn't waive that right.

13.7 Force Majeure

Neither party is liable for delays due to causes beyond reasonable control (natural disasters, war, pandemics, etc.).

13.8 Export Control

You represent you're not in a restricted country and won't use Services in violation of U.S. export laws.

13.9 Notices

To CityOS: legal@cityos.ai or 1151 Walker Rd, STE 100 #526, Dover, Delaware 19904-6600
To You: Email to your account address

13.10 Survival

Sections on Payment, IP Rights, Data, Disclaimers, Liability, Indemnification, Arbitration, and General Terms survive termination.

14. Contact Us

Email: legal@cityos.ai
Support: support@cityos.ai
Website: https://cityos.ai
Address: 1151 Walker Rd, STE 100 #526, Dover, Delaware 19904-6600

BY USING THE SERVICES, YOU AGREE TO THESE TERMS.