Terms & Conditions
TERMS OF SERVICE
This Site (as defined below) is owned and operated by Citywire Financial Publishers Ltd (“Citywire”). Citywire is a company registered in England and Wales (company number 3828440), with registered office at 1st Floor, 87 Vauxhall Walk, London, SE11 5HJ.
By using or accessing our Site or services, including the Citywire Feed, (whether as a guest or a Member) you confirm your agreement to these terms of service (“Terms”). Your use of our Site is at all times subject to these Terms (which form a binding contract between Citywire and you). If you do not agree to these Terms, do not use our Site. Other terms may also apply to your use of our Site and services as set out in a separate agreement between us or between us and your employer.
The Citywire Privacy Policy forms a part of this Agreement and explains how information collected while becoming a Member or, in limited circumstances, whilst using our Site as a non-Member, may be used by Citywire and its partners. By using our Site, you confirm that you have read the Citywire Privacy Policy and you warrant that all data provided by you is accurate.
1. Terminology
“App” means the Citywire software application from time to time downloadable from a third party app store (whether or not for payment) to enable you to use our Site from the device to which the software application is downloaded.
“Citywire”, “we” or “our” – Citywire Financial Publishers Limited.
“Citywire Feed” – any Content downloaded for display on your website in accordance with the licence set out in section 5 below.
“Citywire Privacy Policy” – our privacy policy available at https://citywireusa.com/professional-buyer/privacy as amended from time to time.
“Content” – All information, content, data, graphics and services found on our Site, including without limitation, Feed Content.
“Content Standard” – the content standard set out at Clause 8.
“Contribution” – any (i) uploading, editing, modification or submission of material or information to our Site that you carry out or cause to be made; and/or (ii) contact that you make or cause to be made through our Site with any other user(s) of our Site.
“Feed Content” – any headlines, active links or other source identifiers that you specifically select to receive via the Citywire Feed.
“Intellectual Property Rights” means all proprietary and/or intellectual property rights including, without limitation, copyright (including rights in databases), know-how, trade secrets, trademarks, patents, trade names and other similar rights in each case whether registered or not and as may be exercised in any part of the world.
“Member” – A user of our Site that has created an account. To the extent a Member is using the Site on behalf of an employer, organization, or other entity, then the term “Member” includes such employer, organization, or other entity.
“Site” – means (i) the website: www.citywireusa.com; (ii) all sub-domains and services made available through such website; (iii) any other sites operated by Citywire or its affiliates.
“Solution” means Site, App, Services, Content.
“you”- A user of our Site. To the extent you are using the Site on behalf of an employer, organization, or other entity, then the term “you” includes such employer, organization, or other entity.
2. Obligations; Membership
2.1 Members must protect and keep secret their password at all times and must not allow any third party directly or indirectly to use their membership, username or password. Member(s) agrees to assume all responsibility concerning the Member(s)’ use of the Solution, including being held responsible for any and all activity occurring through the Member(s)’ username and password.
2.2 You confirm that you are acting in a professional business capacity in entering into these Terms, and are not acting as a consumer.
2.3 To the extent you (whether as a guest or as a Member) are accessing and using the Site on behalf of a an employer, organization, or any other third party, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to this Terms on the entity’s behalf.
2.4 You warrant that the registration information you have provided is complete and accurate, including in relation to the identity of the business you have registered on behalf of.
2.5 You agree to abide by all applicable laws and regulations with respect to your use of the Site (including use of the App and all use of Content).
3. The Site
3.1 Citywire reserves the right to modify, alter, change or withdraw any part of or access to the Site or App, whether temporarily or permanently, with or without notice to you and you confirm that any such modification, alteration, changes or withdrawal by Citywire shall be without any liability to you.
4. Intellectual Property Rights
4.1 Subject to the licence set out in clause 5 you must not copy, reproduce, modify, create derivative works from, transmit, distribute, publish, summarise, adapt, paraphrase or otherwise publicly display any Content or any portion of the Site or App without the specific written consent of a director of Citywire. This includes, but is not limited to, the use of Content for any form of news aggregation service or for inclusion in services which summarise articles, the copying of any fund manager data (career histories, profiles, ratings, rankings etc) either manually or by automated means (“scraping”).
4.2 All Intellectual Property Rights in and to our Site and App (including the Content) is owned by Citywire or our third party licensors. No rights are granted to you in relation to such Intellectual Property Rights other than the limited licence rights expressly set out in clause 5.
4.3 Content is protected by copyright laws and treaties around the world, including, without limitation, U.S. Copyright law. Unless otherwise noted, the Site, the App, and all Content are © Citywire Financial Publishers Ltd 2019. All rights not expressly granted herein are reserved. Images and videos used on our websites may come from various third party image libraries. For credit information relating to specific images where not stated, please contact picturedesk@citywire.co.uk
5. Licence
5.1 Subject to the terms of this Agreement, Citywire grants you a non-transferable, non-sublicensable, royalty-free, non-exclusive limited licence to use our Site on the following conditions:
(i) you may, subject to clauses 5.3, 5.4 and 5.5, display Feed Content on your website and on other websites in respect of which you have obtained all necessary permissions and authorisations to display Feed Content on;
(ii) you shall not copy, display, reproduce or create derivate works from any Content (other than Feed Content to which clause 5.1(i) applies); and
(iii) nothing in these Terms grants you any right to use Citywire’s logo, brand or trade marks on your site or elsewhere.
5.2 You must ensure that all Feed Content displayed on any websites pursuant to clause 5.1 has an accreditation to Citywire as follows: “Citywire information is proprietary and confidential to Citywire Financial Publishers Ltd (“Citywire”). It may not be copied. Citywire excludes any liability arising out its use.”
5.3 Unless otherwise specifically agreed in writing by Citywire, you may not directly or indirectly charge users specifically for accessing Feed Content or otherwise commercialise Feed Content. You shall not re-sell or otherwise commercialise the Content in any way (other than the limited rights in relation to Feed Content set out in clause 5.1).
5.4 You must create a functional link back to the Citywire story(ies) summarised by the Feed Content. If you are displaying the Feed Content where a functional link back to Citywire is not possible, you must display on-screen the URL from which the Feed Content can be obtained. You may not directly or indirectly change, edit, add to or produce summaries of or derivative works from Feed Content or any content on the Citywire website nor place any full-story Citywire content in an HTML (or any other markup language) frame-set.
5.5 You may not directly or indirectly suggest any endorsement or approval by Citywire of your website or any non-Citywire entity, product or content or any views expressed within your website or service.
5.6 You acknowledge that Citywire has absolute editorial control over all Content and you accept that Citywire is editorially independent and that the editorial integrity of Content is the sole responsibility of Citywire.
5.7 Should you receive any enquiries which relate to Citywire or the Citywire Content you shall promptly refer such enquiries to Citywire.
5.8 You acknowledge and agree that we own all rights of whatever nature in and to the App. Citywire grants you a non-transferable, non-sublicensable, royalty-free, non-exclusive limited licence to (i) download the App to your device from the app store where it is lawfully held; and (ii) use the App for the purpose of accessing our Site on these Terms. You are granted no other rights in relation to the App and all rights not expressly granted are reserved by us. You acknowledge and agree that Citywire has no responsibility for or in relation to the app store from which you downloaded the App and has no obligation to maintain the App. The App is supplied ‘as is’ and neither Citywire nor any anyone else makes any representation, warranty, condition or other commitment (whether express or implied, by statute, common law, collaterally or otherwise) of any kind in relation to the App. Neither Citywire nor anyone else will have any liability of whatever nature (whether in contract, negligence or other tort or otherwise) in relation to the App. You will not reverse engineer, decompile or otherwise endeavour to obtain the source code to the App (save to the extent that you cannot be prohibited from so doing under applicable law).
6. Contributions
6.1 Whenever you make any Contribution you must comply with the Content Standards.
6.2 Subject to these terms of use, Citywire acknowledges and agrees that you retain ownership of all your intellectual property rights to your Contributions, and no intellectual property rights shall be assigned from you to Citywire.
6.3 You grant Citywire a perpetual, royalty-free, non-exclusive, perpetual (which for the avoidance of doubt means continuing after this Agreement), irrevocable, transferable, world-wide licence to use, copy, distribute, display, disclose and sell to third parties any Contribution (in whole or in part) for any purpose. These activities include but are not limited to editing or creating derivative works of any Contribution.
6.4 To the maximum extent permitted by applicable law, you irrevocably and unconditionally waive all moral rights to any Contribution.
6.5 You acknowledge and agree that (i) we have the right to remove or edit any Contribution you make on our services, including modifying and adapting it for operational and editorial reasons, with or without showing or marking that the Contribution has been removed or edited; and (ii) we have the right to disclose your identity to any third party who is claiming that any Contribution constitutes a violation of their intellectual property rights, or of their right to privacy.
6.6 Citywire does not moderate or actively review Contributions. Therefore all Members and visitors to the Site should treat any Contributions with caution. You accept (i) that we are not responsible for content of Contributions; (ii) that we do not endorse any of the material contained in them; and (iii) Citywire does not check the accuracy of information supplied by Members in their profiles.
6.7 It is the policy of Citywire to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Solution, please notify the Citywire copyright agent as set forth below. For your complaint to be valid under the DMCA, you must provide the following information in writing:
a. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
b. Identification of the copyrighted work that you claim has been infringed; c. Identification of the material that is claimed to be infringing and provide a link (where available) to where it is located on the Solution;
d. Information reasonably sufficient to permit Citywire to contact you, such as your address, telephone number, and, email address;
e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
f. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following Citywire copyright agent:
Ona Kviliute
+44 (0)20 7840 5125
1st Floor 87 Vauxhall Walk, London, SE11 5HJ, United Kingdom
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT YOUR CLAIM, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
In accordance with the DMCA and other applicable law, Citywire has adopted a policy of terminating, in appropriate circumstances, the accounts of users who are deemed to be infringers. Citywire may also, at its sole discretion, limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
7. Acceptable Use Policy
7.1 You may use our Site only for lawful purposes. You may not:
(i) use our Site in any way that breaches any applicable local, national or international law or regulation;
(ii) use any materials, data or information which you have obtained from the Site in any manner which, in Citywire’s reasonable opinion, is derogatory, damages Citywire’s reputation or takes advantage of it in any way;
(iii) use our Site in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(iv) use our Site to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards;
(v) subject to Clause 5, deep-link to any portion of our Site for any purposes without the prior written permission of Citywire;
(vi) perform any automated use of our Site, such as, but not limited to, using robots, spiders, scripts to create Contributions, to extract any of the content of our Site through such means as ‘screen scraping’, ‘database scraping’ or otherwise;
(vii) violate the restrictions in any robot exclusion headers on this website or bypass or circumvent other measures employed to prevent or limit access to our Site;
(viii) use our Site (or any of the Content) for the purpose of building a database or to use this for your own commercial exploitation by its inclusion in your own activities and/or services without obtaining the written approval of Citywire in advance of its publication;
(ix) access, use, or distribute the Site, App (or any Content) to develop (or assist any third party in developing) a product or service (including events) that competes with any product, service, or event of Citywire, or for any other competitive purposes.
(x) interfere with, disrupt, or create an undue burden on our services or the network or services connected to our Site;
(xi) engage in, either directly or indirectly, or encourage others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivised, misleading, malicious, or otherwise fraudulent;
(xii) collect information from our Site and incorporate it into your own database or products; or
(xiii) use our services to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
7.2 Use of the Printable Version facility is for private purposes only EXCEPT ONLY In the case of financial intermediaries, wealth managers or other entities or individuals providing investment advice to clients the printable version can be used to aid such services.
8. Content standards
8.1 These content standards apply when you make a Contribution to the Site. These content standards apply to each part of any Contribution as well as to its whole.
8.2 Contributions must:
(i) be accurate (where they state facts);
(ii) be genuinely held (where they state opinions); and
(iii) comply with applicable law, rules and regulations, in the U.S. and in any country from which they are posted.
8.3 Contributions must not:
(i) infringe or promote infringement of any copyright, database right, trade mark or other intellectual property right of any other person (including, promoting or offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, rights management information or any type of cracker utilities);
(ii) contain intentionally made false or misleading statements;
(iii) offer to buy, sell or broker an investment;
(iv) violate applicable laws, rules or regulations, including without limitation, rules or regulations of any applicable stock exchange or breach insider dealing regulations or confidentiality agreements;
(v) involve commercial activities and/or sales without prior written consent from us such as contests, sweepstakes, group-buying, advertising, or pyramid schemes;
(vi) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(vii) contain any material or link to material which:
a. is defamatory of any person;
b. is obscene, vulgar offensive, hateful or inflammatory;
c. is likely to harass, upset, embarrass, alarm or annoy any other person;
d. is threatening, abusive or invade another’s privacy, or likely to cause annoyance, inconvenience or needless anxiety;
e. contains or promotes sexually explicit material or violence;
f. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; or
g. is likely to deceive any person;
(viii) use invalid or forged headers to disguise the origin of any Contribution, or otherwise misrepresenting yourself or the source of any Contribution;
(ix) use our Site to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(x) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
(xi) give the impression that they emanate from Citywire or a Citywire employee, administrator or moderator, or another user of our Site; or
(xii) advocate, promote or assist any illegal activity.
9. Non-reliance
9.1 You agree that you are responsible for your own investment decisions and that you are responsible for assessing the suitability and accuracy of all information and for obtaining your own advice thereon. You recognise that any information given on our Site is not related to your particular circumstances. Circumstances vary and you should seek your own advice on the suitability to them of any investment or investment technique that may be mentioned.
(a) We do not provide, and no Content constitutes, investment advice;
(b) You will not treat or represent Content as investment advice;
(c) We do not recommend or endorse any product;
(d) Content is not intended to address your particular requirements. We are not aware of circumstances specific to you and which could influence which financial products are more or less suitable for you and do not represent that we are aware of any such circumstances. We do not recommend that any particular product is suitable for you;
(e) No Content constitutes or should be interpreted as a solicitation to engage in any investment activity;
(f) Any investment decision made by you is entirely at your own risk;
(g) Subject to paragraph 11, we shall not be liable for any losses, cost or expenses which may be incurred by you as a result of any investment made;
(h) You may not use the Content in, or generate based on the Content, any advice, recommendations, guidance, publications or alerts made available to your clients or other third parties;
(i) Whilst we try to ensure the Content is accurate and up to date, we cannot be responsible for any inaccuracies in Content. We are under no responsibility to provide you with access to any additional information or to update the Site, even if inaccuracies become apparent.
9.2 The fund manager performance analyses and ratings provided on this website are the opinions of Citywire as at the date they are expressed and are not recommendations to purchase, hold or sell any investment or to make any investment decisions. Citywire’s opinions and analyses do not address the suitability of any investment for any specific purposes or requirements and should not be relied upon as the basis for any investment decision.
9.3 Persons who do not have professional experience in participating in unregulated collective investment schemes should not rely on material relating to such schemes.
9.4 Past performance of investments is not necessarily a guide to future performance. Prices of investments may fall as well as rise.
9.5 Persons associated with or employed by Citywire may hold positions or take positions in investments referred to in this publication.
9.6 Citywire operates a policy of independence in relation to matters where the operators may have a material interest or conflict of interest.
10. Limited Warranty
10.1 Citywire will use reasonable endeavours to maintain the Site. You will not be eligible for any compensation because you cannot use any part of the Site or for any failure of the Site as a result of an event beyond Citywire’s reasonable control.
10.2 Neither Citywire nor its employees assume any responsibility or liability for the accuracy, completeness or availability of the information contained on our Site.
10.3 Neither Citywire nor anyone else makes any representation, warranty, condition or other commitment of whatever nature in relation to any information obtained by you through use of this Site. You acknowledge and agree that any information that you receive through use of the Site is provided “as is” and “as available” basis without representation or endorsement of any kind and is obtained at your own risk.
10.4 You agree that you are solely responsible for any damage to your computer system and/or loss or damage to your data files through use of this Site or by the use of links on the Site to external information.
10.5 To the maximum extent permitted by law, Citywire excludes all representations, warranties, conditions or other terms, whether express or implied (by statute, common law, collaterally or otherwise) in relation to the Site or otherwise in relation to any Content or Feed, including without limitation as to satisfactory quality, fitness for particular purpose, non-infringement, compatibility, accuracy, or completeness.
11. Liability
To the maximum extent permitted by law, Citywire will not be liable in contract, tort (including negligence) or otherwise for any liability, damage or loss (whether indirect, consequential, special or otherwise) incurred or suffered by you or any third party in connection with our Site, or in connection with the use, inability to use, or results of the use of our Site or App, any websites linked to it or any materials posted on it or otherwise in relation to any Content or Feed. Citywire does not limit liability for fraudulent misrepresentation or for death or personal injury arising from Citywire’s gross negligence or willful misconduct. HOWEVER, YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ARISING FROM A BREACH BY CITYWIRE OF THESE TERMS IS CESSATION OF USE OF THE SITE, APP, OR CONTENT. FURTHER, TO THE GREATEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CITYWIRE IS LIMITED TO THE GREATER OF $50 OR AN AMOUNT NOT EXCEEDING THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO CITYWIRE DURING THE PRIOR SIX (6) MONTHS IN CONNECTION WITH YOUR INDIVIDUAL USE OF THE SITE OR THE APP. In addition, you may bring a claim only on your own behalf. You will not participate in a class action or class-wide arbitration for any claims covered by these terms.
12. Changes to our Terms
Citywire may change the Terms from time to time. Any such changes will be incorporated on our Site. Changes will take effect 30 days after notification. Your continued use of any part of the Site following such change shall be deemed to be your acceptance of such amended Terms. You acknowledge that you are solely responsible for checking these Terms from time to time to see the changes which have been made to these Terms. If you do not accept any such changes you should stop using our Site.
13. Breaches; Term and Termination
13.1 The Terms will take (re-take) effect at the time you access and use the Site. You agree that Citywire may terminate your membership or the agreement constituted by these Terms (as Citywire may choose) and restrict your access to the Site (or part thereof) without prejudice to any other rights or remedies that Citywire may have if Citywire is of the reasonable opinion that you have breached these Terms or acted inconsistently with the spirit of these Terms. The provisions concerning Intellectual Property Rights, The Site, Contributions, Non-Reliance, Limited Warranty, Liability, Breaches; Term and Termination, Enforcing Security, Governing Law, Arbitration, Injunctive Relief, Waiver and Severability and Entire Agreement the Solution Feedback, Confidentiality, will survive the termination of these Terms and Conditions for any reason.
13.2 You agree to indemnify Citywire against any and all actions, claims, costs, proceedings, losses, damages or liabilities arising from your use of the Site or App (including without limitation Contributions or Content) and/or in relation to any information or data you use or access by means of the Site.
13.3 You acknowledge that a breach of these Terms may give rise to civil damages and criminal penalties. Citywire reserve the right to take action against you to uphold these Terms and its rights, which may involve pursuing injunctive proceedings, as further set forth below.
14. Enforcing Security.
You may not use the Site, App, Content or any of Citywire’s data, systems, network, or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of a Citywire system or network, circumventing any Citywire security or authentication measures, monitoring Citywire data or traffic, interfering with any Citywire services, collecting or using from the Site email addresses, screen names, or other identifiers, collecting or using from the Site information without the consent of the owner or licensor, using any false, misleading, or deceptive TCP-IP packet header information, using the Site to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that it likely to result in retaliation against Citywire or its data, systems, or network. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Citywire reserves the right to view, monitor, and record activity through the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity through the Site as well as to disclosures required by or under applicable law or related government agency actions. Citywire will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, Citywire reserves the right to, at any time and without notice, modify, update, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site in order to protect Citywire.
15. Governing Law; Void Where Prohibited.
All offers for all functions, products or services, which are made on the Site, are void if they are prohibited by applicable law. You access the Site on your own volition and are responsible for compliance with all applicable laws with respect to your own access and use of the Site and its offerings. These Terms have been made in and will be construed and enforced in accordance with the laws of the State of New York, U.S.A. as applied to agreements entered into and completely performed in the State of New York (without effect to its conflicts of law provisions).
16. Arbitration.
Subject to the right of Citywire to seek injunctive relief, disputes will be will be resolved by binding, individual arbitration under the American Arbitration Association pursuant to its Commercial Arbitration Rules or pursuant to its International Centre for Dispute Resolution (ICDR) Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having competent jurisdiction thereof. There is no judge or jury in arbitration, and court review of an arbitration award is limited. For any arbitration, the arbitrator(s) selected shall have a minimum of ten years of experience with and knowledge of the subject matter of the claim and dispute. The place of arbitration shall be in New York, New York. The arbitrator shall be bound by the provisions of these Terms and base the award on applicable law and judicial precedent. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Similarly, an arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. However, the arbitrator(s) may award to the prevailing party all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. Upon rendering a decision, the arbitrator(s) shall state in writing the basis for the decision, including the findings of fact and conclusions of law upon which the decision is based. The decision of the arbitrator(s) shall be final and binding upon the parties, and shall not be subject to appeal. You and Citywire have agreed to execute this Agreement in the English language, and all dispute settlement proceedings and communications, written and oral, between you and Citywire shall be conducted in the English language.
17. Injunctive Relief.
Notwithstanding the arbitration provision above, you acknowledge that any breach, threatened or actual, of these Terms, including, without limitation, with respect to unauthorized use of Citywire’s proprietary assets and especially, any Content, will cause irreparable injury to Citywire. Such injury would not be quantifiable in monetary damages and Citywire would not have an adequate remedy at law. You therefore agree that Citywire shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Terms. Accordingly, you hereby waive any requirement that Citywire post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Citywire to enforce any provision of these Terms.
18. Waiver and Severability.
Failure to insist on strict performance of any of the terms and conditions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by Citywire of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms shall continue in effect.
19. Notice; Consent to Electronic Communications:
When you visit this Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
20. Entire Agreement. You and Citywire are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and Citywire as a result of these Terms or your utilization of the Site. These Terms represents the entire agreement between you and Citywire with respect to your individual use of the Site. These Terms may not be assigned, transferred, conveyed, delegated, or granted by you to another party or person without the prior written consent of Citywire.