These User Terms of Service (this “Agreement”) govern your access and use of our online messaging and communication tools and platform (the “Services”). Please read them carefully before using the Curogram web-based application or mobile applications.
This Agreement is a binding agreement between you and/or any entity for which you act on behalf of (“you”, and/or “Client”) and Curogram, Inc., a Delaware corporation (“Curogram”). The Application is licensed, not sold, to you.
The Services to which this agreement applies is a Curogram product. Curogram is only willing to grant you access to the application upon the condition that you accept all of the terms contained herein. By accessing, downloading or using the application, you agree to be bound by the terms of this agreement. You represent that you are of legal age to enter into a binding agreement. If you do not agree to these terms, do not access, download, or use the application or immediately remove and delete the application if you have already downloaded it.
If you are an employee, consultant or contractor acting on behalf of an entity, your agreement to these terms will be deemed to be the agreement of that entity. You/Client represent and warrant that you have authority or have been provided authority to bind the entity to the terms and conditions of this Agreement. You/Client and Curogram are sometimes each referred to herein as a “party” or “parties”.
If you are deemed to have ordered the Application, Curogram’s acceptance is expressly conditioned on your assent to these terms to the exclusion of all other terms (specifically including any new or different terms contained in a purchase order).Notwithstanding anything to the contrary in this Agreement, if you, or an entity with which you are affiliated, and Curogram have executed a written Client services agreement (“Client Services Agreement”) that governs access to or use of the Application, then the terms of the Client Services Agreement shall govern and control to the extent there is a direct conflict between the terms of this Agreement and the terms of the Client Services Agreement.
1.2 Other than as expressly set forth in this Agreement, Curogram grants to Client no license or other rights in or to the Service, software or any other proprietary technology, material or information made available to Client through the Application or otherwise in connection with this Agreement (collectively, the “Curogram Technology”), and all such rights are hereby expressly reserved. Curogram (or its licensors where applicable) owns all rights, title and interest in and to the Application, and any Curogram Technology, and all patent, copyright, trade secret and other intellectual property rights (“IP Rights”) therein, as well as (i) all feedback and other information (except for Client Data (as defined below) provided to Curogram by you, and (ii) all transactional, performance, derivative data and metadata generated in connection with the Application.
1.3 License Restrictions. Licensee shall not: (a) copy the Application, except as expressly permitted by this license; (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof; or (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time (except as may be expressly set forth in Client Services Agreement).
1.4 You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Curogram and its licensors and service providers, where applicable, reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
1.5 You are responsible for all activity occurring under your Client account and shall comply with all applicable laws and regulations in connection with your use of the Application, including the provision of Client Data to Curogram. Client shall use the Application in accordance with Curogram’s then applicable Acceptable Use Policy posted on curogram.com. Client shall promptly notify Curogram of any unauthorized use of any password or account or any other act or omission that would constitute a breach or violation of this Agreement.
1.6 A violation of any of the terms in this Agreement may result in the termination of your Curogram account and your inability to access or use the Application. In addition, we reserve the right to refuse service to anyone for any reason at any time. We may (but have no obligation to) remove content and accounts containing content that we determine, in our sole discretion, is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable. While Curogram prohibits certain conduct and content, you understand and agree that Curogram is not responsible for the content transmitted between users of the Application. Notwithstanding Curogram’s governing terms and conditions, you acknowledge that you may still be exposed to offensive or unlawful content and agree you assume these risks and use the Application at your own risk. Curogram reserves the absolute right to reclaim names and keywords from you and others on behalf of businesses or individuals that may hold a legal claim or a trademark right in those words, as determined by us in our sole discretion. Curogram’s name, logo, graphics, and designs are trademarks in the United States and other countries. Our trademarks and trade dress, as well as third party trademarks, logos and service marks used in conjunction with the Application, may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of logo. If you are affiliated with a Curogram Client that has entered into a Client Services Agreement which provides for a private labeled version of the Application, then that entity may own the branded mark for the Application as displayed to you through the Application.
1.7 Content and Services. The Application may provide you with access to Curogram’s website located at curogram.com (the “Website”) and services accessible thereon, and certain features, functionality and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by this Agreement.
You represent and warrant that you fully understand and acknowledge that (i) the Application is intended to deliver non-critical, non-emergency communications and information between users as a convenience to facilitate communications; (ii) the Application is dependent upon a number of factors outside the control of Curogram, including but not limited to, the operation of third party provided hardware and network services; (iii) there may be occasional communication failures or delays in the delivery or receipt of properly sent Curogram communications.
Entity Clients grant Curogram permission to send all end users in their organization messages regarding the Application, its features, service alerts, and network activity. Notwithstanding the foregoing, for Clients with a Client Services Agreement (i.e., entity purchasers), it is such Client’s responsibility to register for updates from, and/or regularly check Curogram’s web pages for updates with respect to the Application. Client’s continued use of the Application after such updates will constitute its acceptance of the changes.
This Agreement shall be effective as of the earliest of the date you accept the terms herein or first access, download or use any of the Application (the “Effective Date”) and shall remain in effect for so long as you use or access any of the Application (the “Term”). You may terminate this Agreement by deleting the Application and all copies thereof from your mobile or other device or by terminating your online account for desktop computers. Subject to any Client Services Agreement, Curogram may terminate this Agreement at any time without notice if it ceases to support the Application, which Curogram may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application from your mobile device and account. The terms herein that contemplate obligations after the Term, including but not limited to Indemnification, Disclaimer, Limitation of Liability, Controlling Law and Severability, and Confidentiality, shall survive termination.