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Terms of Service (TOS)
Curatiant Master Subscription Agreement - February 2013
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE GET IT NOW - ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CURATIANT’S APPLICATION SERVICE ("SERVICE", “CURATIANT”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK “I ACCEPT” BELOW (“EFFECTIVE DATE”).
Curatiant offers a 30-day no-cost trial of its Service with no further obligation. At the end of your 30-day free trial, you must pay Curatiant the applicable subscription fees to continue use of the Service.
1 The Service
This Agreement governs your use of the Curatiant software solution identified during the ordering process, collectively the "Service."
2 Subscription to the Service
Subject to the terms of this Agreement, Curatiant hereby grants to you a subscription to access and use the Service for the number of users for which you have paid the applicable subscription fee. If you wish to increase the number of authorized Service users (“Additional Use”), you should contact Curatiant. Once the parties agree to the quantity and price of the Additional Use, you are authorized to use the Service on the terms and conditions set forth in this Agreement for the Additional Use.
3 Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
Any information, text, or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content") is owned by you. Curatiant does not own any Content you create using the Service and does not store any of this data outside of your Salesforce.com organization.
5 Support and Service Levels
The Service is provided without support and no support for the Service is guaranteed. Curatiant will attempt to offer support during normal Business Hours and to receive such support you must email firstname.lastname@example.org.
You acknowledge that the Service is dependent on availability of and proper performance of third party services, software, and internet technology, including salesforce.com and twitter.com, and Curatiant is not liable for performance issues or downtime of the Service to the extent caused by such technology.
6 Intellectual Property Ownership
Curatiant owns all rights including all related Intellectual Property Rights, in and to the Service and the content provided herein, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service.
You retain all right to the Content you upload to the Service. You grant to Curatiant all necessary licenses and rights in and to the Content solely as necessary for Curatiant to provide the Service to you.
7 Fees, Billing, Renewal
Fees for the initial term of the Service are described in the associated Quote or Invoice provided by Curatiant. Any renewal charge for the site-wide license will be equal to the related user tier at which your organization user count is aligned times the then-current fees. Curatiant can modify the prices by providing you at least 30 days prior notice before the next renewal term of the Agreement. Curatiant’s fees are quoted in and you must pay all amounts owed in U.S. Dollars. Curatiant will issue an invoice to you shortly before the Effective Date for which you begin to pay for the service and at least 10 days before the subsequent anniversary of the Subscription Start Date for renewal terms as specified in the associated Quote (“Quote”) or Invoice.
Unless otherwise stated in the Quote, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If you add Additional Users to the Service or allow use of the Service by more than the paid-for number of Users in excess of the limits described in the applicable Invoice, Curatiant may invoice you for the additional applicable fees. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You must provide Curatiant with complete and accurate billing and contact information.
Curatiant reserves the right to suspend your access to and use of the Service if you fail to pay any undisputed amount owed on or before its due date. Overdue amounts are subject to a late charge of 1.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or Curatiant initiates termination of this Agreement, you will be obligated to pay the balance due on your account.
This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) from the Subscription Start Date specified in the associated Quote or Invoice unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically extend for successive terms of 1 year at Curatiant’s then-current fees, provided that either party may terminate this Agreement effective upon the expiration of the Initial Term or the then-current extension period. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Curatiant reserves the right to terminate any trial period, at any time without notice.
9 Suspension and Termination
If you are in breach of this Agreement, we may suspend your access to and use of the Service until you have cured the breach. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach.
You shall indemnify and hold Curatiant, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to Curatiant’s access to, or possession, manipulation, processing, or use of the Content as is necessary to provide the Service.
11 Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12 Confidential Information
Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).
The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
The Receiving Party’s obligations under Section 12 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 12 (iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section.
The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.
This Agreement shall be governed by Delware law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware USA. No text or information set forth on any other purchase order, preprinted form or document (other than an associated Curatiant quote or invoice, if applicable) shall modify the terms and conditions of this Agreement.