Curate™ SaaS Terms of Service

This Curate™ Terms of Service (this “Terms of Service”) constitutes a legally binding agreement between you and Curate Solutions, Inc. (“Curate,” “we,” “us” or “our”) governing your use of the Curate SaaS. The “Curate SaaS” means the software as a service made available by Curate, accessible via the Internet, that provides information and functionality to related to local government activities.

PLEASE READ THIS TERMS OF SERVICE CAREFULLY BEFORE USING OR ACCESSING THE CURATE SAAS. BY USING OR ACCESSING THE CURATE SAAS, YOU ACCEPT AND AGREE TO THIS TERMS OF SERVICE.

IF YOU ARE ACCEPTING THIS TERMS OF SERVICE ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT COMPANY TO THIS TERMS OF SERVICE, IN WHICH CASE THE TERMS “YOU” AND “YOUR” REFER TO SUCH COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHALL NOT USE OR ACCESS THE CURATE SAAS.

1. Order Form.

The specific capabilities, functionality, and content that you are obtaining rights to under this Terms of Service are described in one or more Order Forms. An “Order Form” means the document(s) accepted by you and issued by us pursuant to this Terms of Service that lists your contact information, the Curate SaaS modules to be made available by Curate to you, and the corresponding fees to be paid by you. An Order Form is deemed accepted by you if the Order form is issued by Curate and (x) is signed by you, (y) is approved by you in writing or through an electronic communication, or (z) you pay us the amounts listed on such Order Form.

2. Curate SaaS.

2.1 Limited Access and Use. Subject to the terms of this Terms of Service, Curate hereby grants you during the Term a nonexclusive, non-transferable, revocable, limited right to access and use via the Internet the Curate SaaS to manage information related to local government activities. During the Term, we grant you with a limited, revocable right to use the Help Center Content solely for the purposes of understanding the capabilities, functions, limitations, and requirements of the Curate SaaS. “Help Center Content” means the means the user support pages and user support materials provided or made available by Curate from time to time that describe the features and functions of the Curate SaaS, including any changes that Curate may provide from time to time.

2.2 Obligations Related to Access and Use. You shall not permit any third party to access or use the Curate SaaS or the Help Center Content. In addition, you shall not directly or indirectly through or with one or more other persons (a) decompile, disassemble, or reverse engineer the Curate SaaS (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Curate SaaS, or (iii) copy any ideas, features, functions, or graphics of the Curate SaaS or the Help Center Content; (b) use the Curate SaaS or any Help Center Content to develop a competing service; or (c) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Curate SaaS or Help Center Content (including any screen displays, etc.). If you or your affiliates are or become a competitor of Curate, you and your affiliates shall not access or use the Curate SaaS, or monitor its availability, performance, or functionality.

2.3 Other Restrictions on Access and Use. You represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and that you are not listed on any U.S. government list of prohibited or restricted parties. In addition, when using or accessing the Curate SaaS, you shall not directly or indirectly through or with one or more other persons (a) falsify the information you disclose to us, or (b) use any automated means to access or use the Curate SaaS for any purpose without our express written permission, take any action that may impose an unreasonable or disproportionately large load on our infrastructure, interfere or tamper with our administration or the proper working of the Curate SaaS, or take any action that is improper, unfair, or otherwise adverse to the operation of the Curate SaaS.

2.4 Curate Technology. Except for the limited rights granted in Section 2.1 (Limited Access and Use), we and our licensors reserve all right, title, and interest, express or implied, in and to the Curate SaaS, System Data, our software and systems, our web applications, tools, and other application services, and our logos, marks, data, information, and other content we provide (collectively, the “Curate Technology”). “System Data” means technical, configuration, statistical, utilization, and other information related to the use of the Curate SaaS.

2.5 Feedback.Feedback” means suggestions, comments, requests, improvements, modifications, defect, bug and error reports, and other feedback provided by you with respect to the Curate Technology or any of our offerings. Feedback is voluntary, and we are not required to hold Feedback in confidence. You hereby grant Curate an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, make derivative works of, sell, and import such Feedback and products and services that incorporate such Feedback.

2.6 Your Data. As between you and us, you own all data and other content input into the Curate SaaS by you, which data and other content is not otherwise a part of the Curate Technology (collectively, “Your Data”). You hereby grant Curate a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, modify, make derivative works of, and import Your Data. You may download from the Curate SaaS Your Data during the Term (defined below) using the tools we provide in the Curate SaaS. You warrant that (a) you have obtained or will otherwise obtain when inputted all rights, consents, and permissions necessary to input Your Data into the Curate SaaS and to grant the foregoing rights to Curate, and (b) you shall comply with all applicable laws with respect to the collection, use, retention, and disposal of all of Your Data. Curate may remove any of Your Data that Curate determines to be in violation of the foregoing warranty. We may combine Your Data with other information we gather, develop or license from others in offering and performing our services and fulfilling our obligations.

2.7 Suspension. We may suspend your access to the Curate SaaS (in whole or in part) (a) to prevent damages to the Curate Technology; (b) to comply with applicable law; or (c) if you violate this Terms of Service. We will try to provide you with notice before or promptly following any suspension, and we will restore access once the suspension’s cause has been resolved. In addition, we may suspend your access to those portions of the Curate SaaS that are labeled by us as “beta” on the Order Form or within the Curate SaaS. We have no obligation to monitor Your Data or your use of the Curate SaaS.

3. Indemnification.

To the extent permitted under applicable law, you shall indemnify, defend, and hold harmless Curate and its affiliates and subsidiaries and successors and their respective officers, directors, employees, representatives, independent contractors, and agents from and against any and all claims, losses, liability, damages, costs, fees, fines, penalties, charges, and expenses (including reasonable out-of-pocket expenses and legal fees) arising out of or relating to your breach of any of your representations, warranties or obligations under this Terms of Service, your violation of a law, or your infringement of the intellectual property rights of Curate or a third party.

4. Professional Services.

For some of our customers, we provide professional, implementation, and consulting services (collectively, “Professional Services”). In the event that we are to provide Professional Services to you, we may describe such services in an Order Form. We may provide estimates of fees in connection with Professional Services. Unless the applicable Order Form expressly provides for a fixed or “not to exceed” price, all estimates are subject to change and the final Professional Services fees will be determined on a time-and-materials basis at the rate in effect at the time we perform the Professional Services. We may increase our rates for Professional Services upon notice to you, but no increase in such rate will apply to any previously executed Order Form.

5. Fees and Payment.

Unless otherwise provided in an Order Form, you shall pay us the fees as stated in the applicable Order Form in advance. For fees and charges not otherwise paid in advance, you shall pay us the amounts properly listed on our invoice submitted to you within the time frame listed on such invoice. Payments not made within such time period are subject to late charges equal to the lesser of (a) one and one-half percent (1.5%) per month of the overdue amount, or (b) the maximum amount permitted under law, plus in either case, costs of collection, and if applicable, reasonable legal fees. We may adjust fees applicable to a renewal term with notice to you at least 90 days prior to the start of the renewal term. You are responsible for sales, use, and similar taxes associated with your access to and use of the content generated by the Curate SaaS. You shall make all payments in U.S. dollars.

6. Term and Termination.

The initial term of this Terms of Service commences when you accept this Terms of Service and continues for the term specified in the initial Order Form. The initial term and each subsequent renewal term will automatically renew for time periods equal in length to the initial term (with appropriate pro-rating of fees in the Order Form), unless (a) either you or we provide notice of nonrenewal to the other party at least 60 days prior to commencement of the next renewal term, or (b) a subsequent Order Form extends the term to a later date, in which case such later date will be the basis for subsequent 12-month renewals. The initial term and all subsequent renewal terms are referred to together as the “Term.” Curate may terminate this Terms of Service upon notice to you, if you violate this Terms of Service. You may terminate this Terms of Service, if Curate fails to cure its breach within 30 days of your notice to Curate of such breach.

7. Confidentiality.

In the course of this Agreement, Curate and Customer may disclose to one another Confidential Information. “Confidential Information” means all nonpublic information and material that from all the relevant circumstances should reasonably be assumed to be proprietary or otherwise confidential. Confidential Information of Curate includes, but is not limited to, nonpublic information related to the details and components of the Curate SaaS. Confidential Information of Customer includes, but is not limited to, the keywords Customer provides to Curate and other nonpublic information related to Your Data. “Confidential Information” does not include information that (a) is or becomes generally known to the public at any time by any means other than a breach of the obligations under this Agreement of a receiving party; (b) was previously received or known by the receiving party without restriction or received by the receiving party from a third party who had a lawful right without restriction to disclose such information; or (c) is independently developed by the receiving party without use of the other party’s Confidential Information. Except as otherwise provided in this Agreement, the parties shall not use, disclose, or permit access to the other party’s Confidential Information, without the disclosing party’s prior written permission. Each party’s Confidential Information will remain the sole and exclusive property of that party. Each party shall treat as confidential and use measures that are reasonable, and at least as protective as those it uses to safeguard the confidentiality of its own Confidential Information (but in no event less than reasonable care), to preserve the confidentiality of any and all Confidential Information that it obtains from the other party. If a party is requested to disclose the Confidential Information of the other party in connection with a legal proceeding, subpoena, investigative demand, or other process, then such party shall promptly notify the other party and may disclose the Confidential Information in connection with such legal proceeding, subpoena, investigative demand, or other similar process. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that are available in law, in equity or otherwise, the disclosing party is entitled to seek injunctive relief to prevent unauthorized use or disclosure.

8. Disclaimer of Warranties.

CURATE AND ITS VENDORS AND LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT. CURATE MAKES NO WARRANTIES AND WILL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTION YOU OR ANY THIRD PARTY MAY TAKE BASED ON YOUR DATA OR USE OF ANY CURATE SAAS OR PROFESSIONAL SERVICES, AND CURATE WILL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ANY USE OF SUCH INFORMATION OR RESULT. YOU ACKNOWLEDGE AND AGREE THAT CURATE AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED THIRD PARTIES (e.g. HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. CURATE WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY CURATE OF ITS OBLIGATIONS UNDER THIS TERMS OF SERVICE. YOU MAY ACCESS AND BE PROVIDED INFORMATION REGARDING PERSONS AND ENTITIES OTHER THAN CURATE (“THIRD PARTY INFORMATION”). ALL THIRD PARTY INFORMATION IS PROVIDED AS-IS, WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. CURATE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY THIRD PARTY INFORMATION, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME.

9. Limitation of Liability.

NEITHER CURATE NOR ITS VENDORS NOR ITS LICENSORS WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, SUCH AS LOSS OF PROFITS, SALES, BUSINESS, OR DATA, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS DAMAGES, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS TERMS OF SERVICE, THE CURATE SAAS, OR THE PROFESSIONAL SERVICES. THE TOTAL LIABILITY OF CURATE AND ITS VENDORS AND LICENSORS TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS TERMS OF SERVICE, THE CURATE SAAS, AND THE PROFESSIONAL SERVICES, REGARDLESS OF WHETHER UNDER A CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR USE OF AND ACCESS TO THE CONTENT GENERATED BY THE CURATE SAAS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. General Provisions.

10.1 Certain Communications. You agree to receive communications from us, including via email, text message, and phone call. Communications from Curate and its affiliated companies may include, but are not limited to, (a) operational communications concerning your account, the Professional Services, and the Curate SaaS, (b) updates concerning new and existing features on the Curate SaaS, and (c) news concerning Curate and industry developments. Standard messaging charges applied by your carrier may apply to messages we send.

10.2 Modifications. Curate may modify and update this Terms of Service from time to time by providing you notice of such modification or update. Such modifications and updates will be considered accepted and binding on you as provided in such notice.

10.3 Waivers. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Terms of Service, and no course of dealing between you and Curate, operates as a waiver or estoppel by Curate of any right, remedy, or condition. A waiver made by Curate in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy by Curate under this Terms of Service constitutes the election of an inconsistent right or remedy, that election does not either constitute a waiver of any right or remedy, or limit or prevent the subsequent enforcement by Curate of any provision of this Terms of Service.

10.4 Assignment. Without the prior written consent of Curate, you shall neither (a) assign, whether voluntarily or involuntarily, this Terms of Service or any of your rights under this Terms of Service, nor (b) delegate any performance under this Terms of Service. Any purported assignment or delegation in violation of this section will be void. We may assign this Terms of Service and any or all of our rights and delegate any or all of our obligations hereunder by providing notice to you. This Terms of Service binds and benefits you and Curate and each of your and our respective permitted successors and assigns.

10.5 Governing Law. The laws of the State of Wisconsin govern all matters arising out of or relating to this Terms of Service, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof. You hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in Dane County, Wisconsin for the purpose of any suit, action, or other proceeding arising out of or based upon this Terms of Service, which courts are the exclusive forum for any such suit, action, or other proceeding. If we are the prevailing party in any such dispute, we may recover our reasonable attorneys’ fees related to such dispute.

10.6 Severability. If any provision of this Terms of Service is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Terms of Service will not be affected or impaired.

10.7 Entire Agreement. This Terms of Service, together with the Order Form(s), is the complete and exclusive expression of the parties’ agreement on the matters contained in this Terms of Service. All prior and contemporaneous negotiations, term sheets, letters, memoranda, and other discussions and agreements, either oral or in writing, between the parties on the matters contained in this Terms of Service are expressly merged into and superseded by this Terms of Service. No provision of this Terms of Service may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Terms of Service, you have not relied on any statement, representation, or warranty, or agreement of Curate or any other party except for those expressly contained in this Terms of Service. In the event of a conflict between an Order Form and this Terms of Service, this Terms of Service will govern, unless the Order Form specifically identifies the provision in this Terms of Service being superseded and the Order Form is manually signed by us.

10.8 Relationship of the Parties. Each party is an independent contractor with respect to the other party and is not an employee, joint venture, partner, or agent of the other party.

10.9 Effect of Termination. The following sections survive any termination or expiration of this Terms of Service: Section 2.2 (Obligations Related to Access and Use), Section 2.4 (Curate Technology). Section 2.5 (Feedback), Section 2.6 (Your Data), Section 3 (Indemnification), Section 5 (Fees and Payment), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), and Section 10 (General Provisions). Any termination of this Terms of Service will not relieve us of any remedy due to your breach of a term of this Terms of Service prior to such termination.

10.10 How to Contact Curate. You can contact us via email at hello@curatesolutions.com or at the following address:

Curate Solutions, Inc.
16 North Carroll Street, Suite 850
Madison, WI 53703

A notice to Curate is effective on the earlier of (x) the date it is delivered in person, (y) the date it is delivered to Curate as indicated by the date of the acknowledgement or signed receipt, or (z) with respect to an email, the date on which the email is confirmed, provided that if such date is not a business day or the confirmation time is after 5:00 p.m. local time of the recipient on a business day, then the following business day. We may update our email address or physical address at any time with notice to you or by posting the updated information to this page. Any notices to you shall be provided to you in accordance with Section 10.1 or given to you via the email address or physical address you provide to Curate during the Order process. Notices to you are effective when Curate sends such notice.

Last Updated: July 30, 2018